F-1

As filed with the Securities and Exchange Commission on October 7, 2019

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Q&K International Group Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands (State or other jurisdiction of incorporation or organization) 6510 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number)

Suite 1607, Building A

No.596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

+86-21-6417-9625

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

10 E. 40th Street, 10th Floor

New York, NY 10016

+1-800-221-0102

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

Copies to:

Shuang Zhao, Esq. Cleary, Gottlieb, Steen & Hamilton LLP c/o 37^th Floor, Hysan Place 500 Hennessy Road Causeway Bay, Hong Kong +852 2521-4122 Chris K.H. Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP c/o 35^th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600

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

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

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

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.  ☐

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.  ☐

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

Emerging growth company  ☒

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.  ☐

† 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.

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$100,000,000	US$12,980.0

(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-                ). Each American depositary share represents                  Class A ordinary shares.

(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 information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued                 , 2019

American Depositary Shares

Q&K International Group Limited

Representing             Class A Ordinary Shares

This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Q&K International Group Limited.

We are offering              ADSs. Each ADS represents              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 shares. We will apply to list the ADSs on the [NASDAQ Global Market], under the symbol “QK.”

We are an “emerging growth company” under applicable United States federal securities laws and are eligible for reduced public company reporting requirements.

See “Risk Factors” on page 17 to read about factors you should consider before buying the ADSs.

PRICE US$             PER ADS

	Price to Public		Underwriting Discounts and Commissions(1)		Proceeds to Us
Per ADS		US$		US$		US$
Total		US$		US$		US$

(1) For additional information on underwriting compensation, see “Underwriting.”

To the extent that the underwriters sell more than                ADSs in this offering, the underwriters have a 30-day option to purchase up to an aggregate of                  additional ADSs from us at the initial public offering price less the underwriting discounts and commissions.

We have and will maintain a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and our founder and chief executive officer, Mr. Guangjie Jin, beneficially own all of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately     % of our total issued and outstanding share capital immediately after the completion of this offering and     % of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share, upon the completion of this offering, will be entitled to one vote, and is not convertible into Class B ordinary share under any circumstance. Each Class B ordinary share, upon the completion of this offering, will be entitled to ten (10) votes and is convertible into one Class A ordinary share at any time by the holder thereof. Our dual-class ordinary share structure involves certain risks. See the relevant risk factors on page 17 of this prospectus for a detailed discussion of such risks.

The United States Securities and Exchange Commission and state regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs against payment in New York, New York on                 , 2019.

MORGAN STANLEY CICC

Prospectus dated                 , 2019

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		70
USE OF PROCEEDS		72
DIVIDEND POLICY		73
CAPITALIZATION		74
DILUTION		76
ENFORCEABILITY OF CIVIL LIABILITIES		78
CORPORATE HISTORY AND STRUCTURE		80
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA		85
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		90
INDUSTRY		124
BUSINESS		134
REGULATIONS		162

	Page
MANAGEMENT		179
PRINCIPAL SHAREHOLDERS		188
RELATED PARTY TRANSACTIONS		191
DESCRIPTION OF SHARE CAPITAL		193
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		205
SHARES ELIGIBLE FOR FUTURE SALES		213
TAXATION		215
UNDERWRITING		222
EXPENSES RELATED TO THIS OFFERING		232
LEGAL MATTERS		233
EXPERTS		234
WHERE YOU CAN FIND ADDITIONAL INFORMATION		235
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

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

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

Until                     , 2019 (the 25^th 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 the underwriter and with respect to its 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 the ADSs discussed under “Risk Factors,” before deciding whether to invest in the ADSs. This prospectus contains information from an industry report dated June 27, 2019, as amended in September 2019, commissioned by us and prepared by China Insights Consultancy, an independent market research firm, to provide information on China’s branded long-term apartment rental market and several other markets in China, which we refer to as the China Insights Consultancy Report.

OUR BUSINESS

Our Mission

Providing homes for China’s young people.

Overview

We are a leading technology-driven long-term apartment rental platform in China, offering young, emerging urban residents conveniently-located, ready-to-move-in, and affordable branded apartments as well as facilitating a variety of value-added services. We are one of the pioneers in providing branded rental apartments in China. Under our dispersed lease-and-operate model, we lease apartments from landlords and transform these apartments, mostly from bare-bones condition, into standardized furnished rooms to lease to people seeking affordable residence in cities, following an efficient, technology-driven business process. We grew significantly at 114.4% CAGR from 940 available rental units in Shanghai as of December 31, 2012, the year when we started substantial operation, to 91,234 available rental units across six cities in China as of December 31, 2018. We ranked first among branded long-term apartment operators in the Yangtze mega-city cluster centered around Shanghai, one of the most prosperous regions in China, in terms of gross rental value in 2018 and the number of available rental units as of December 31, 2018, and third among branded long-term apartment operators in China, in terms of the same metrics, according to China Insights Consultancy. We are the largest branded long-term apartment rental operator with average monthly rental less than RMB2,000 (US$291) in China, in terms of number of available rental units as of December 31, 2018, according to the same source. According to China Insights Consultancy, approximately 80% of tenants in China sought for apartments with monthly rental less than RMB2,000 (US$291) as of December 31, 2018. We achieved average month-end occupancy rates of 91.6% and 92.4% in 2017 and 2018, respectively, the highest among major branded long-term apartment rental platforms in China, according to the same source.

Driven by the rapid urbanization, rising housing prices, millennial mindsets of sharing economy, and supportive government policies, branded long-term apartment rental service is an underpenetrated, fast-growing industry in China. An increasing number of young people in China move to cities for education or work and seek affordable long-term rental apartments. Traditionally, tenants rely on rental agencies or deal with individual landlords to rent apartments and have to contact individual landlords, who at times may not be responsive, for maintenance and repair during the lease. In the meantime, landlords need to handle apartment maintenance and repair and collect rentals all by themselves. In recent years, branded apartment operators have emerged to provide a one-stop, more efficient and hassle-free rental experience for tenants as well as landlords. In addition, central and local governments in China have adopted policies to incentivize and support the growth of the apartment rental sector, including reducing rental income tax and value-added tax for apartment rental operators, and offering equal access to public services and schools to both renters and homeowners, reducing income tax,

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and medical insurance and social security payment ratio for individuals with monthly income below RMB10,000.0 (US$1,456.7)—our target customer group. Compared to developed countries such as the United States, where the branded long-term apartment rental penetration rate was 46.0% in 2018, China’s branded long-term apartment rental penetration rate was only 1.8% in 2018, and is expected to reach 11.2% by 2024, according to China Insights Consultancy.

Branded long-term apartment rental platforms operate under either a centralized or a dispersed model. Under the centralized model, an operator sources and operates a whole building or a few floors therein through purchasing or leasing from, or cooperating with, property owners. Under the dispersed model, an operator sources apartments from individual landlords in different locations and manage them centrally, leveraging advanced IT and mobile technologies. Compared to the centralized model, the dispersed model enjoys certain advantages, including a more abundant and flexible supply of apartments and less initial capital outlay, and is easier to achieve a nation-wide brand awareness. As a result, the dispersed model is more scalable. From 2018 to 2024, the size of the long-term apartment rental market in China under the dispersed model in terms of rent paid by tenants is expected to increase at 52.7% CAGR, compared to 45.9% CAGR for the centralized model in the same period, according to China Insights Consultancy.

We strategically focus on sourcing apartments under the dispersed model in relatively inexpensive yet convenient locations, typically near subway stations, to provide our tenants value for money. We do not own our rental apartments but lease them from our landlords under long-term leases. Our leases with landlords usually provide for a minimum term of five to six years, or lease-in contract lock-in period, and can be extended for up to two to three years. As of December 31, 2018, our average lease-in contract lock-in period was 63.3 months, the longest among major dispersed long-term apartment rental operators in China according to China Insights Consultancy. We generally lock in our lease-in cost for the first three years, with approximately 5% annual, non-compounding increase for the rest of the lease term. During the lease-in contract lock-in period, neither landlords nor us may terminate the lease without paying a penalty equal to the rentals for the remaining lease-in contract lock-in period. For leases with landlords entered into in April 2019 or after, if the monthly rentals (after discount for rental prepayment) that we receive from tenants are lower than our monthly rental to landlords for six consecutive months, we have the right to renegotiate for a lower monthly rental to landlords or terminate the relevant leases with landlords. We typically convert a leased-in apartment to add an additional bedroom, or the N+1 model, and rent each bedroom separately to individual tenants after standardized decoration and furnishing. The N+1 model further increases affordability and provides flexibilities and co-rental efficiency for tenants. Each of our rental apartments typically has three rental units. Our leases with tenants typically have a contracted lease term of 26 months. In the nine months ended June 30, 2019, the average lock-in period of our terminated leases with tenants was 11.7 months, and 68.3% of these leases with tenants had a lock-in period of 12 months or more. In the same period, 47.3% of our terminated leases with tenants were terminated before the expiration of the applicable lock-in period and tenants of 5.1% of our leases remained in their rental units through the end of the contracted lease term. If a tenant chooses to terminate the lease during the lock-in period, except for termination during the first week of the lease, the tenant’s security deposit will be forfeited. After the lock-in period, the tenant may terminate the lease anytime without penalty. In 2018, tenants, on average, stayed in our rental units for 8.5 months, the longest among major dispersed long-term apartment rental operators in China, according to China Insights Consultancy. In the nine months ended June 30, 2019, tenants on average stayed in our rental units for 7.7 months.

Technology is at the core of our business. We apply technology in every step of our operational process from apartment sourcing, renovation, and tenant acquisition, to property management. This enables us to operate a large, dispersed, and fast-growing portfolio of apartments with high operational efficiency, delivering superior user experience. For example, we utilize big data analytics to establish a fair and efficient pricing mechanism. This mechanism also provides clear guidance to our apartment sourcing staff and ensures certain rental spread can be achieved during the lease term. We have also developed a technology-driven, innovative project management system to centrally manage over 170 suppliers and contractors for apartment renovation, cleaning and maintenance, monitor the work process, track the work schedules, and exert quality control. Moreover, our

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intuitive mobile applications allow our tenants, landlords, and third-party service providers to execute transactions or provide services in a streamlined paperless environment. Our focus on technologies has enabled us to operate efficiently and grow rapidly while maintaining quality control.

We cooperate with third parties, including professional home service providers, e-commerce companies, and other service providers to facilitate a wide array of value-added services for our tenants. These include broadband internet and utilities. In addition, we recently launched Qingke Select, a membership-based new retail platform. These initiatives cater to tenants’ lifestyle demand and help them live more conveniently and comfortably. This, in turn, helps improve our brand loyalty and increase revenue per tenant. Revenue from value-added service and others as a percentage of our net revenue increased from 2.6% in FY 2017 to 10.4% in FY 2018, and further to 11.7% in the nine months ended June 30, 2019.

We also cooperate with financial institutions to facilitate rental installment loans for our tenants in need. Our tenants can, but are not obligated to, apply for rental installment loans from our cooperative partners to prepay rental for certain lease period and enjoy rental discount during the lock-in period for the rental prepayment. Approved loan proceeds covering up to 24 months’ rentals are transferred to our account at the inception of the lease. We typically pay the monthly interest on the rental installment loans to our financial institution partners for our tenants, and provide guarantee. We may also provide additional credit enhancement in the form of security deposits, usually no more than 5% of the total outstanding loan balance with the relevant financial institutions, with respect to our tenants’ repayment of the loans. When a lease is terminated, either by the tenant or by us, we are typically required to return, in a lump sum, the outstanding portion of the rental installment loan. The amount represents the rental for the remaining lease term (net of the discount for rental prepayment) and we are required to deposit it into the tenant’s designated account at the financial institution partner within a prescribed period of time, ranging from 0 to 31 days after the termination, which will then be immediately deducted by the financial institution partner from such account. The proceeds from rental installment loans have helped us finance our capital expenditure on decorating and furnishing newly sourced apartments. As of June 30, 2019, we cooperated with 11 financial institutions to finance rental installment loans, and the rental payment of 65.2% of the rental units offered on our platform had been financed by these rental installment loans.

As a result of our efficient and scalable business model, we have achieved rapid growth. In FY 2017 and FY 2018, we recorded net revenues of RMB522.7 million and RMB889.9 million (US$129.6 million), respectively, with a year-over-year growth of 70.3%. In the nine months ended June 30, 2018 and 2019, we recorded net revenues of RMB593.0 million and RMB897.9 million (US$130.8 million), respectively, with a period-over-period growth of 51.4%. In FY 2017 and FY 2018, our net loss was RMB245.4 million and RMB499.9 million (US$72.8 million), respectively, our EBITDA was negative RMB92.9 million and negative RMB268.1 million (US$39.0 million), respectively, and our adjusted EBITDA was negative RMB64.2 million and negative RMB221.3 million (US$32.2 million), respectively. In the nine months ended June 30, 2018 and 2019, our net loss was RMB323.6 million and RMB373.2 million (US$54.4 million), respectively, our EBITDA was negative RMB161.6 million and negative RMB146.1 million (US$21.3 million), respectively, and our adjusted EBITDA was negative RMB162.2 million and negative RMB147.9 million (US$21.5 million), respectively.

Our Strengths

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

• leading and fast-growing long-term apartment rental platform with strong brand recognition;

• proven business model with high-quality assets and innate scalability;

• high operating efficiency driven by advanced IT and mobile technologies;

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• immense customer insight for optimal user experience and additional revenue opportunities; and

• experienced management team supported by a well-trained and motivated workforce.

Our Strategies

The key elements of our strategy to grow our business include:

• solidify market leadership in existing cities, and enter new cities through disciplined, return-driven expansion;

• continue to improve efficiency and quality control through enhanced technology;

• expand our value-added and new retail products and services;

• pursue an asset-light strategy;

• continue to optimize capital structure and drive down expansion cost; and

• explore strategic alliance and acquisition opportunities.

Our Challenges

Our ability to achieve our mission and execute our strategies is subject to risks and uncertainties, including those relating to:

• our limited operating history;

• our ability to achieve or maintain profitability or continue as a going concern in the future;

• our ability to access financing on favorable terms in a timely manner and maintain and expand our cooperation with financial institutions;

• our ability to attract and retain tenants;

• our ability to expand into new markets; and

• our ability to compete effectively.

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

• we rely on contractual arrangements with our variable interest entity and its shareholders for a significant portion of our business operations, which may not be as effective as direct ownership in providing operational control;

• any failure by our variable interest entity or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business;

• China’s macro-economic conditions, particularly the long-term apartment rental market and government measures aimed at China’s real estate industry and apartment rental industry could have a material adverse effect on our business and results of operations; and

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

See “Risk Factors” and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face.

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Corporate Structure

The chart below summarizes our corporate structure and identifies our principal subsidiaries and other consolidated entities as of the date of this prospectus:

(1) Guangjie Jin, Xiamen Siyuan Investment Co., Ltd. and Bing Xiao are beneficial owners of the shares of Q&K E-Commerce, who hold 74.5%, 15.0% and 10.5% equity interests in Q&K E-Commerce, respectively.

(2) The remaining minority interests are ultimately owned by Mr. Guangjie Jin.

(3) The remaining minority interests are owned by third parties.

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Corporate Information

Our principal executive offices are located at Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, 200032, People’s Republic of China. Our telephone number at this address is +86-21-6417-9625. Our registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.qk365.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 10 E. 40th Street, 10th Floor, New York, NY 10016.

Implications of Being an Emerging Growth Company

As a company with less than US$1.07 billion in revenue for the 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 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, or Section 404, 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 have elected to take advantage of the extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies.

We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous 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.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires in this prospectus:

• “ADSs” refers to American depositary shares, each of which represents                 of our Class A ordinary shares;

• “apartments contracted” or “rental units contracted” refer to apartments or rental units that we have leased in from landlords, as applicable;

• “available apartments” or “available rental units” refer to the apartments or rental units in operation, as applicable, which have been renovated and ventilated and are ready to rent to tenants;

• “average month-end occupancy rate” refers to the aggregate number of leased-out rental unit nights of the last day of each month in the relevant period as a percentage of the aggregate number of available rental unit nights of the last day of each month in the relevant period;

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• “average monthly rental after discount for rental prepayment” refers to gross rental value after discount for rental prepayment divided by number of leased-out rental unit nights for the relevant period times 30.5 (which representing the average number of days in a month);

• “average monthly rental before discount for rental prepayment” refers to gross rental value before discount for rental prepayment divided by number of leased-out rental unit nights for the relevant period times 30.5 (which representing the average number of days in a month);

• “China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan;

• “gross rental value after discount for rental prepayment” refers to the total rental received by a rental operator from tenants for the relevant period the tenants stay in the rental operator’s apartments, net of value-added tax; for avoidance of doubt, gross rental value does not include any utility fees a rental operator charges tenants for the relevant period;

• “gross rental value before discount for rental prepayment” refers to the total rental received by a rental operator from tenants for the relevant period the tenants stay in the rental operator’s apartments, net of value-added tax, adding back any discount the rental operator offers for rental prepayment; for avoidance of doubt, gross rental value does not include any utility fees a rental operator charges tenants for the relevant period;

• “leading tier 2 cities” refer to Chongqing, Tianjin, Chengdu, Wuhan, Hangzhou, Nanjing, Qingdao, Changsha, Ningbo and Zhengzhou, which ranked top ten in terms of gross domestic product in 2018 among all tier 2 cities in China;

• “leased-out rental unit nights” refer to the number of nights that the rental units of a rental apartment were leased out for a relevant period;

• “long-term apartment rental” refers to apartment rental business in which the rents are normally collected on a monthly or quarterly basis, and the lease terms are normally over six months;

• “long-term apartment operator” refers to a company which operates long-term apartment rental business, collects vacant apartment resources and rents those apartments directly to tenants;

• “ordinary shares” refers to our Class A ordinary shares and Class B ordinary shares, par value US$0.00001 per share;

• “period-average occupancy rate” refers to the aggregate number of leased-out rental unit nights as a percentage of the aggregate number of available rental unit nights during the relevant period;

• “tenant renewal rate” refers to the percentage of tenants who choose to rent from the same operator after the end of the applicable lock-in period in the lease;

• “rental spread after discount for rental prepayment” refers to the difference between the average monthly rental after discount for rental prepayment on a lease to a tenant, and the monthly straight-lined rental that the rental operator pays to the landlord for the same space;

• “rental spread before discount for rental prepayment” refers to the difference between the average monthly rental before discount for rental prepayment on a lease to a tenant, and the monthly straight-lined rental that the rental operator pays to the landlord for the same space;

• “rental spread margin after discount for rental prepayment” refers to the rental spread after discount for rental prepayment as a percentage of the average monthly rental after discount for rental prepayment on a lease to a tenant on the same space;

• “rental spread margin before discount for rental prepayment” refers to the rental spread before discount for rental prepayment as a percentage of the average monthly rental before discount for rental prepayment on a lease to a tenant on the same space;

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• “rental unit” refers to each bedroom in a rental apartment; we typically convert a leased-in apartment to add an additional bedroom, or the N+1 model, and rent each bedroom separately to individual tenants after standardized decoration and furnishing;

• “RMB” and “Renminbi” refer to the legal currency of China;

• “straight-lined rental” refer to the rental a rental operator pays to a landlord after adjustment to record rent holidays/rent-free period and rent escalation clauses on a straight-line basis over the term of the lease with the landlord;

• “tier 1 cities” refer to Beijing, Shanghai, Guangzhou and Shenzhen;

• “US$,” “U.S. dollars,” “$,” and “dollars” refer to the legal currency of the United States; and

• “we,” “us,” “our company,” “our” and “Qingke” refer to Q&K International Group Limited, its subsidiaries, variable interest entity and its subsidiaries.

Unless otherwise indicated, the number of our tenants, tenant renewal rate, average lease term of our tenants, and our other operating data in this prospectus do not take into account tenants who choose not to stay in our apartments after the first week of their leases. To encourage prospective tenants to try out our apartments, we have put in place a policy to allow a new tenant to cancel a lease within three days from the move-in date, and we will return all rental, deposits and fees penalty free. If a new tenant cancels the lease on the fourth to the seventh day, we will return all unused rental, deposit and fees penalty free. In FY 2018 and the nine months ended June 30, 2019, approximately 6.0% and 7.8% of our leases with tenants were terminated during the first week of their leases, respectively.

Our fiscal year end is September 30. “FY 2017” refers to our fiscal year ended September 30, 2017, and “FY 2018” refers to our fiscal year ended September 30, 2018.

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 the Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at RMB6.8650 to US$1.00, the noon buying rate on June 28, 2019 set forth in the H.10 statistical release of the U.S. 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. The PRC government restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions. On September 27, 2019, the noon buying rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB7.1218 to US$1.00.

8

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 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 to purchase an additional Class A ordinary shares). This number assumes the conversion of all outstanding preferred shares into Class A ordinary shares immediately prior to the completion of this offering.

The ADSs Each ADS represents             Class A ordinary shares of 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 all 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 Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

Subject to the terms of the deposit agreement, you may surrender 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

9

filed as an exhibit to the registration statement that includes this prospectus.

Ordinary shares Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to ten (10) votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares. For a description of Class A ordinary shares and Class B ordinary shares, see “Description of Share Capital.”

Over-allotment option We 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.

Use of proceeds We expect that we will receive net proceeds of approximately US$        million from this offering, 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 for the expansion of our apartment network, including the related capital expenditure and sales and marketing activities, continued investment in our technology systems and infrastructure, and general corporate purposes. See “Use of Proceeds” for more information.

Lock-up We, our directors, executive officers, existing shareholders 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, subject to certain

10

exceptions. See “Shares Eligible for Future Sales” and “Underwriting.”

[Directed ADS Program] [At our request, the underwriters have reserved up to     % of the ADSs being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by             , underwriters of this offering, through a directed ADS 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 reserved ADSs not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs. Certain participants may be subject to the lock-up agreements as described in “Underwriting—Directed Share Program” elsewhere in this prospectus.]

Listing We intend to apply to have the ADSs listed on the [NASDAQ Global Market] under the symbol “QK.” The 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 The Bank of New York Mellon

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated statements of comprehensive loss data and summary consolidated cash flows data for FY 2017 and FY 2018, and summary consolidated balance sheets data as of September 30, 2017 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements of comprehensive loss data and summary consolidated cash flows data for the nine months ended June 30, 2018 and 2019, and summary consolidated balance sheet data as of June 30, 2019 have been derived from our unaudited interim 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 do not necessarily indicate results expected for any future periods. You should read this Summary Consolidated Financial and Operating Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

										Nine months ended June 30,
	FY 2017			FY 2018						2018			2019
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except for share and per share data)
Summary Consolidated Statements of Comprehensive Loss Data:
Net revenues:
Rental service revenue		508,910			796,940			116,087			538,652			792,746			115,476
Value-added services and others		13,827			92,997			13,547			54,372			105,192			15,323
Total net revenues		522,737			889,937			129,634			593,024			897,938			130,799
Operating costs and expenses:
Operating cost		(547,618	)		(897,959	)		(130,802	)		(601,906	)		(959,080	)		(139,706	)
Selling and marketing expenses		(42,008	)		(117,826	)		(17,163	)		(75,462	)		(102,111	)		(14,874	)
General and administrative expenses		(34,353	)		(84,953	)		(12,375	)		(57,774	)		(76,037	)		(11,076	)
Research and development expenses		(44,160	)		(51,947	)		(7,567	)		(38,145	)		(38,380	)		(5,591	)
Pre-operation expenses		(19,934	)		(117,107	)		(17,059	)		(88,963	)		(37,066	)		(5,399	)
Impairment loss		(22,750	)		(50,614	)		(7,373	)		(20,554	)		(33,396	)		(4,865	)
Other income (expense), net		(1,460	)		4,034			588			1,129			460			67
Total operating costs and expenses		(712,283	)		(1,316,372	)		(191,751	)		(881,675	)		(1,245,610	)		(181,444	)
Loss from operations		(189,546	)		(426,435	)		(62,117	)		(288,651	)		(347,672	)		(50,645	)
Interest income (expense), net		(50,136	)		(77,167	)		(11,241	)		(55,896	)		(67,907	)		(9,892	)
Foreign exchange gain (loss)		3			(91	)		(13	)		(91	)		(960	)		(140	)
Fair value change of contingent earn-out liabilities		(5,165	)		6,164			898			23,398			43,378			6,319
Loss before income taxes		(244,844	)		(497,529	)		(72,473	)		(321,240	)		(373,161	)		(54,358	)
Income tax expense		(596	)		(2,393	)		(349	)		(2,376	)		(40	)		(6	)
Net loss		(245,440	)		(499,922	)		(72,822	)		(323,616	)		(373,201	)		(54,364	)
Less: net income (loss) attributable to noncontrolling interests		35			(63	)		(9	)		(48	)		(75	)		(11	)
Net loss attributable to Q&K International Group Limited		(245,475	)		(499,859	)		(72,813	)		(323,568	)		(373,126	)		(54,353	)
Deemed dividend		(58,763	)		(135,547	)		(19,745	)		(91,826	)		(185,131	)		(26,967	)
Net loss attributable to ordinary shareholders		(304,238	)		(635,406	)		(92,558	)		(415,394	)		(558,257	)		(81,320	)

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The following table presents our summary consolidated balance sheets data as of September 30, 2017 and 2018 and June 30, 2019:

	As of September 30,									As of June 30, 2019
	2017			2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Summary Consolidated Balance Sheets Data:
Current assets:
Cash and cash equivalents		365,115			103,752			15,113			342,187			49,845
Restricted cash		2,000			15,000			2,185			108,434			15,795
Accounts receivable (net of allowance)		314			475			73			998			149
Amounts due from related parties		12,541			22,505			3,278			7,427			1,082
Prepaid rents and deposit		92,687			170,683			24,863			137,864			20,082
Advance to suppliers		27,270			17,079			2,488			62,116			9,048
Other current assets		42,118			118,445			17,253			120,353			17,531
Total current assets		542,045			447,939			65,253			779,379			113,532
Non-current assets:
Property and equipment—net		578,331			1,320,822			192,399			1,244,034			181,214
Intangible assets—net		1,714			1,232			179			703			102
Land use rights		11,307			11,021			1,605			10,806			1,574
Other assets		201			389			57			261			38
Total assets		1,133,598			1,781,403			259,493			2,035,183			296,460
Liabilities and equity:
Current liabilities		1,173,179			1,969,883			286,947			1,720,125			250,566
Non-current liabilities		386,389			590,654			86,038			983,207			143,221
Total liabilities		1,559,568			2,560,537			372,985			2,703,332			393,787
Total mezzanine equity		368,546			644,043			93,816			1,303,227			189,836
Total Q&K International Group Limited shareholders’ deficit		(812,351	)		(1,440,949	)		(209,897	)		(1,981,073	)		(288,576	)
Noncontrolling interest		17,835			17,772			2,589			9,697			1,413
Total shareholders’ deficit		(794,516	)		(1,423,177	)		(207,308	)		(1,971,376	)		(287,163	)
Total liabilities, mezzanine equity and shareholders’ deficit		1,133,598			1,781,403			259,493			2,035,183			296,460

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The following table presents our summary consolidated cash flow data for FY 2017, FY 2018 and the nine months ended June 30, 2018 and 2019:

	FY 2017			FY 2018						Nine months ended June 30,
										2018			2019
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Summary Consolidated Cash Flow Data:
Net cash used in operating activities		(43,589	)		(117,048	)		(17,051	)		(98,063	)		(55,689	)		(8,113	)
Net cash used in investing activities		(285,518	)		(674,298	)		(98,223	)		(482,311	)		(287,707	)		(41,909	)
Net cash provided by financing activities		649,451			539,528			78,591			514,351			675,386			98,379
Effect of foreign exchange rate changes		(238	)		3,455			505			(484	)		(121	)		(15	)
Net increase (decrease) in cash, cash equivalents and restricted cash		320,106			(248,363	)		(36,178	)		(66,507	)		331,869			48,342
Cash, cash equivalents and restricted cash at the beginning of the period		47,009			367,115			53,476			367,115			118,752			17,298
Cash, cash equivalents and restricted cash at the end of the period		367,115			118,752			17,298			300,608			450,621			65,640

Non-GAAP Financial Measures

We use EBITDA and adjusted EBITDA, non-GAAP financial measures, as supplemental measures in evaluating and assessing our operating results.

EBITDA represents our net loss before (i) interest income (expense), net, (ii) income tax, and (iii) depreciation and amortization. Adjusted EBITDA represents our net loss before (i) interest income (expense), net, (ii) income tax, (iii) depreciation and amortization, (iv) impairment loss, (v) fair value change of contingent earn-out liabilities, and (vi) share-based compensation.

We believe that EBITDA and adjusted EBITDA help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in net loss. For example, we excluded the impact of fair value change of contingent earn-out liabilities. We recorded such contingent earn-out liabilities related to the EBITDA feature of series C and series C-1 preferred shares at fair value and re-measured it at each period-end, with the changes in the fair value recorded as an adjustment to the earnings. However, if we successfully complete a qualified IPO by December 31, 2019, the contingent earn-out liability will be extinguished.

EBITDA and adjusted EBITDA should not be considered in isolation or construed as alternatives to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measure. EBITDA and adjusted EBITDA presented here may not be comparable to similarly titled measure presented by other companies. In addition, EBITDA and adjusted EBITDA have certain limitations as an analytical tool. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information.

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The table below sets forth a reconciliation of our net loss to adjusted EBITDA and adjusted EBITDA from available rental units for the periods indicated:

	FY 2017						FY 2018									Nine months ended June 30,
																2018						2019
	RMB			% of total net revenues			RMB			US$			% of total net revenues			RMB			% of total net revenues			RMB			US$			% of total net revenues
	(in thousands, except for percentages)
Net Loss		(245,440	)		(47.0	)		(499,922	)		(72,822	)		(56.2	)		(323,616	)		(54.6	)		(373,201	)		(54,364	)		(41.6	)
Add/(less):
Interest income (expense), net		50,136			9.6			77,167			11,241			8.7			55,896			9.4			67,907			9,892			7.6
Income tax expense		596			0.1			2,393			349			0.3			2,376			0.4			40			6			0.0
Depreciation and amortization		101,786			19.5			152,311			22,187			17.1			103,736			17.5			159,180			23,187			17.7
EBITDA		(92,922	)		(17.8	)		(268,051	)		(39,045	)		(30.1	)		(161,608	)		(27.3	)		(146,074	)		(21,279	)		(16.3	)
Add:
Impairment loss		22,750			4.4			50,614			7,373			5.7			20,554			3.5			33,396			4,865			3.7
Fair value change of contingent earn-out liabilities(1)		5,165			1.0			(6,164	)		(898	)		(0.7	)		(23,398	)		(3.9	)		(43,378	)		(6,319	)		(4.8	)
Share-based compensation		775			0.1			2,252			328			0.3			2,252			0.4			8,173			1,191			0.9
Adjusted EBITDA(2)		(64,232	)		(12.3	)		(221,349	)		(32,242	)		(24.8	)		(162,200	)		(27.3	)		(147,883	)		(21,542	)		(16.5	)

(1) related to our contingent earn-out liabilities to series C and C-1 preferred shareholders.

(2) Includes lease cost of RMB40,252 thousand, RMB192,877 thousand (US$28,096 thousand), RMB133,031 thousand, and RMB44,615 thousand (US$6,499 thousand) in FY 2017, FY 2018 and the nine months ended June 30, 2018 and June 30, 2019, respectively, for which we record, but do not pay, rent in the current period.

Our landlords typically offer a 90-160-day rent-free period at the beginning of the lease, in which we have possession of the rental apartments but are not required to pay any cash lease costs, and we use the rent-free period to renovate the rental apartments. This is a common arrangement in our industry. Additionally, we pay a fixed rent to our landlords typically with an approximately 5% annual, non-compounding increase after the first three years of the lease term. Under U.S. GAAP, we are required to record rent-free periods and lease cost escalations on a straight-line basis over the term of the lease. In other words, we are required to record the total of all payments due under the lease evenly over the period of the lease, regardless of what our cash lease cost obligations may be in a particular period.

Summary Operating Data

The table below sets forth our key operating data as of September 30, 2017 and 2018 and June 30, 2018 and 2019:

	As of September 30,				As of June 30,
	2017		2018		2018		2019
Number of apartments contracted		14,616		29,129		25,472		29,655
Number of available apartments		13,288		25,698		22,394		28,819
Number of rental units contracted		48,410		96,529		83,227		97,621
Number of rental units under renovation		4,211		12,581		8,914		767
Number of available rental units		44,199		83,948		74,313		96,854
Number of occupied rental units		40,890		77,266		68,249		93,331
Number of vacant available rental units		3,309		6,682		6,064		3,523

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The table below sets forth the numbers of available rental units as of September 30, 2017 and 2018 and June 30, 2018 and 2019:

	As of September 30,				As of June 30,
	2017		2018		2018		2019
Shanghai		39,187		58,769		55,167		62,719
Suzhou		3,708		8,377		6,920		10,430
Hangzhou		1,300		10,675		8,522		14,098
Nanjing		4		3,975		2,428		5,551
Wuhan		—		1,840		1,039		3,648
Beijing		—		312		237		408

The table below sets forth our key operating data for FY 2017, FY 2018 and the nine months ended June 30, 2018 and 2019:

	FY 2017		FY 2018		Nine months ended June 30,
					2018		2019
Gross rental value (RMB in thousands)
before discount for rental prepayment		570,137		858,257		582,299		847,164
after discount for rental prepayment		508,910		796,940		538,652		792,746
Period-average occupancy rate (%)		89.0		91.6		91.7		90.6
Average monthly rental (RMB)
before discount for rental prepayment		1,299		1,272		1,279		1,149
after discount for rental prepayment		1,160		1,180		1,183		1,075
Rental spread margin (%)
before discount for rental prepayment		33.9		30.7		30.7		25.1
after discount for rental prepayment		26.0		25.3		25.1		20.0
Average renovation cost per rental unit (RMB)		20,069		19,783		19,667		14,747

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RISK FACTORS

An investment in the 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 the 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 have a limited operating history in an emerging and rapidly evolving market, which makes it difficult to evaluate our future prospects and results of operations and may increase the risk that we will not be successful. In addition, our historical growth and financial condition may not be indicative of our future growth, profitability, and financial condition.

We have a limited operating history in the branded long-term apartment rental industry, which is an emerging and rapidly evolving market in China. While we have experienced rapid growth in recent periods, we may not continue our growth or maintain our historical growth rates or financial condition. You should not consider our historical growth or financial condition as indicative of our future performance.

You should consider our future operations in light of the challenges and uncertainties that we may encounter. These risks and challenges include, among other things:

• changes in national, regional or local economic, demographic or real estate market conditions;

• changes in laws and policies on rental housing, including but not limited to rent control laws or tenant protection laws;

• changes in job markets and employment levels on a national, regional and local basis;

• overall conditions in the rental market, including:

• macroeconomic shifts in demand for rental homes;

• inability to lease or re-lease homes to tenants on a timely basis, on attractive terms or at all; and

• development of branded apartment rental industry in China;

• failure of tenants to pay rent when due or otherwise perform their obligations in connection with the lease;

• significant number of early terminations of leases;

• level of competition for suitable rental homes;

• our ability to expand and manage our apartment network and maintain rapid business growth;

• our ability to maintain high occupancy rate and target rent levels;

• our ability to raise rents;

• costs and time period required to renovate rental homes;

• unanticipated repairs, capital expenditures or other costs;

• our ability to maintain or renew favorable terms with financing partners and other strategic partners;

• our ability to maintain, deepen and broaden cooperation with financial institutions, service providers and other third parties;

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• our ability to develop more value-added products and services;

• our ability to effectively control our operating costs and expenses;

• our ability to maintain the proper functioning of our technology systems and infrastructure;

• disputes and potential negative publicity in connection with rental collection, eviction proceedings, quality control and other aspects of our business;

• costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental or safety problems;

• decoration and supply capabilities;

• our ability to increase our brand awareness;

• our ability to attract and retain employees; and

• changes in U.S. accounting standards regarding operating leases.

In addition, we utilize a lease-and-operate model, under which we lease apartments, usually in bare-bones condition, and lease to tenants after renovation. Therefore, we are also subject to the risks inherent in a lease-and-operate model, including:

• upfront capital outlay for apartment sourcing and renovation;

• ongoing capital needs to maintain and operate apartments; and

• mismatch between our lease term with landlords, which generally provides a lease-in contract lock-in period of five to six years, subject to the extension for another two to three years at the option of landlords, and our lease term with tenants, which generally has a contracted term of 26 months and an average lock-in period of 11.7 months in the nine month ended June 30, 2019.

Any one or more of these factors could adversely affect our business, financial condition and results of operations.

We recorded net losses in the past and may not be able to achieve or maintain profitability or continue as a going concern in the future.

We incurred net losses in FY 2017, FY 2018 and the nine months ended June 30, 2019 of RMB245.4 million, RMB499.9 million (US$72.8 million) and RMB373.2 million (US$54.4 million), respectively. As of June 30, 2019, we had an accumulated deficit of RMB2,028.6 million (US$295.5 million). Our net cash used in operating activities were RMB43.6 million, RMB117.0 million (US$17.1 million) and RMB55.7 million (US$8.1 million) for FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively. As of September 30, 2017 and 2018 and June 30, 2019, our current liabilities exceeded our current assets by RMB631.1 million, RMB1,521.9 (US$221.7 million) and RMB940.7 million (US$137.0 million), respectively. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. We will need to generate increased revenue levels in future periods to become profitable, and, even if we do, we may not be able to maintain or improve profitability as we intend to continue to spend significant funds to expand our operations, including expanding our apartment network, developing and enhancing our technology systems and infrastructure, and expanding offerings of other value-added services. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue immediately or significantly to offset our operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and unforeseen expenses, difficulties, complications and delays and other unknown events. If we are unable to achieve or maintain profitability, the market price of our ADSs may significantly decrease.

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Our business requires significant capital expenditure for sourcing, renovation and maintenance of rental apartments. Inability to access financing on favorable terms in a timely manner or at all would materially and adversely affect our business, results of operations, financial condition and growth prospects.

We recorded negative working capital. As of September 30, 2017 and 2018 and June 30, 2019, our current liabilities exceeded our current assets by RMB631.1 million, RMB1,521.9 million (US$221.7 million) and RMB940.7 million (US$137.0 million), respectively. Our capital expenditures totaled RMB275.7 million, RMB1,000.4 million (US$145.7 million) and RMB140.2 million (US$20.4 million) in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively. We are in need of additional funding to sustain and expand our business, and we have formulated a plan to address our liquidity problem, including but not limited to, cooperation with a rental service company to finance apartment renovation under a financing arrangement model, obtaining proceeds form our tenants’ rental prepayment, and adoption of a stringent cash management policy. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our management reviews our forecasted cash flows on an on-going basis to ensure that we will have sufficient capital from a combination of internally generated cash flows and proceeds from financing activities, if required, in order to fund our working capital and capital expenditures. We believe that adequate sources of liquidity will exist to fund our working capital and capital expenditures, and to meet our short-term debt obligations, other liabilities and commitments as they become due.

We utilize a lease-and-operate model. We generally incur substantial upfront capital outlay before we start to generate revenues on the relevant apartments. These include capital outlay for market research and evaluation of the target geographic area for expansion, apartment searching, prepayment of a few months’ rental to our landlords, and renovation of the apartments we lease, which are usually in bare-bone condition, to add an additional bedroom and make them suitable for lease-out to tenants. We followed a disciplined and systematic process to expand our apartment network, involving comprehensive market research, site visits and other preparation work, during which period we may incur substantial operating costs and expenses. After we have identified the geographic area to expand into and available apartments to lease, the typical period from the time we enter into a lease agreement with landlords to successfully leasing out the apartment and receiving the first rental payments from tenants is approximately 80 days as of June 30, 2019, which may be significantly extended due to some factors that are beyond our control, including but not limited to, substantial delay during the renovation period due to third-party contractors’ default, and inability to attract and retain tenants in a timely manner due to apartment rental market condition. Inability to timely access financing on favorable terms or at all would materially and adversely affect our apartment sourcing and expansion, which could materially and adversely affect our future business, results of operations, financial condition and growth prospects.

In addition, our rental apartments have infrastructure and appliances of varying ages and conditions. In order to maintain and operate our rental apartments, ongoing renovations and other leasehold improvements, including periodic home cleaning and replacement of furniture, fixtures and equipment, are required. These investments and expenditures also require ongoing funding and, to the extent we cannot fund these expenditures from our existing cash or cash flow generated from operations, we must borrow or raise capital through financing. If we fail to access capital that are necessary to maintain or improve the rental apartments, our rental apartments’ attractiveness could be reduced, we could lose market share to our competitors and our occupancy rates may decline.

Tenants may terminate their leases during lease terms, exposing us to the risk of re-leasing our rental apartments, which we may be unable to do on a timely basis, on favorable terms or at all.

Our leases with tenants typically have a contracted lease term of 26 months. In 2018, our tenants stayed in our rental units for an average duration of 8.5 months. Our lease-out agreements usually include a lock-in period (during which termination will result in forfeiture of deposit) of 12 months or longer after the move-in date. If the market rental rates decline, we anticipate our rental revenues may be affected greater than if our leases were for longer terms. Short-term leases may result in high turnover, which involves costs such as restoring the rental

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apartments, marketing costs and lower occupancy levels. Our estimates on tenant turnover rate and related cost may be less accurate than if we had more operating data upon which to base such estimates. On the other hand, we are subject to a five to six-year lease-in contract lock-in period, during which neither landlords nor us may terminate the lease without paying a penalty equal to the rentals for the remaining lease-in contract lock-in period, and continue to incur rental costs. If our monthly rentals received from tenants decrease or our tenants do not continue to stay with us, our business, results of operations and financial conditions will be materially and adversely affected.

In addition, tenants may terminate the lease during the lock-in period, subject to the forfeiture of their security deposits. In the nine months ended June 30, 2019, 47.3% of our leases with tenants were terminated before the expiration of the applicable lock-in period and only 5.1% of our leases with tenants remained in their rental units through the end of the contracted lease term. Our liquidity may be materially and adversely affected by tenants’ early termination. See “—We have relied on our tenants’ rental prepayments to finance our growth. To the extent a lease agreement is terminated during the rental period covered by the prepayment, we need to return the unused prepaid rentals. If a significant number of the lease agreements are terminated early, our liquidity and financial condition may be materially and adversely affected.” To the extent tenants terminate the lease during the lease term, our business, results of operation and financial condition may be materially and adversely affected.

We have relied on our tenants’ rental prepayments to finance our growth. To the extent a lease agreement is terminated during the rental period covered by the prepayment, we need to return the unused prepaid rentals. If a significant number of the lease agreements are terminated early, our liquidity and financial condition may be materially and adversely affected.

We encourage tenants to prepay rentals by providing them with rental discounts during the lock-in period as well as subsidizing the interests on their rental installment loans, which the tenants use to finance rental prepayments. In the event of rental installment loans, we typically receive from our financial institution partners a lump-sum payment covering up to 24 months’ rent, which we can use to finance our growth without restrictions. See “Business—Our Cooperation with Financial Institutions.” These rental prepayments have helped us finance our capital expenditure for apartment sourcing, renovation, and ongoing apartment maintenance and operation.

However, our tenant may terminate the lease agreement during the rental period covered by the prepayment, subject to the forfeiture of his/her security deposit should such termination take place during the lock-in period. In addition, we may terminate the lease agreement with a tenant, for example, if the tenant defaults on the repayment of his/her rental installment loan, which is granted by our financial institution partner and used by the tenant to finance his/her rental prepayment.

To the extent a lease agreement is terminated before the rental period covered by the prepayment, whether by the tenant or by us, we shall, upon such termination, return the unused prepaid rents, typically in a lump sum, to the tenant, or to our financial institution partner where the tenant has used the rental installment loan granted by such financial institution to finance his/her rental prepayment. Since tenants who prepay rental for certain lease period can enjoy rental discount for the applicable lock-in period, and tenants who terminate the lease within the lock-in period are subject to forfeiture of their security deposits, our tenants may be incentivized to terminate their lease around the end or shortly after the expiry of the applicable lock-in period. In the nine months ended June 30, 2019, 48.3% of our terminated leases with tenants were terminated during the rental period covered by the prepayment. When a significant number of lease agreements are terminated during the rental period covered by the rental prepayments, we may not have sufficient immediate funds to return all unused rents, and we may not be able to timely re-possess the apartments and identify new tenants. See “—Our results of operation, financial condition, and reputation would be adversely affected if a significant number of our tenants fail to meet their obligations in connection with the lease.” Failure to adequately manage our cash and liquidity could adversely affect our business, financial condition, results of operations and cash flows.

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We rely on our cooperation with a limited number of financial institutions.

As of June 30, 2019, we cooperated with 11 financial institutions, which provide rental installment loans to our tenants to finance their rental prepayments. As of June 30, 2019, our largest and second largest financial institution partners accounted for 50.5% and 29.5% of the total amount of outstanding rental loans, respectively. In line with industry practice, we provide guarantee and may also provide additional credit enhancement in the form of security deposits to our financial institution partners with respect to tenants’ repayment of the rental installment loans. As of June 30, 2019, rental payment of 65.2% of our occupied rental units had been facilitated by rental installment loans.

In addition, in August 2018, we started to cooperate with a rental service company owned by a state-owned bank in apartment sourcing and renovation. Under this model for certain newly sourced apartments, we continue to be responsible for the entire operating process, including identifying potential apartments for rent, rental pricing and procuring and paying for apartment renovation. Once we have finished the renovation, the rental service company reimburses us for our costs incurred for the renovation. We make payments to the rental service company in installments equal to the reimbursed renovation costs plus interest and tax over a period of five years. At the end of the five-year period, the ownership of the renovation will be transferred to us. Under this arrangement, we also sell leasehold improvements and furniture, fixtures and equipment of certain existing apartments to the rental service company at carrying value and simultaneously lease them back. The cooperation has provided us with access to a stable source of low-cost capital to finance our apartment renovation upfront, which helps us scale in a cost-efficient manner. As of June 30, 2019, 24.1% of our total apartments were renovated pursuant to this cooperation.

If our financial institution partners reduce, discontinue or do not expand their cooperation with us, for example, as a result of changes in regulatory landscape, tightening of the credit market, default by a significant number of our tenants or otherwise, we may not be able to find alternative sources of financing on similar or better terms in a timely manner or at all, and as a result our business, financial condition and growth prospects may be materially and adversely affected.

Capital and credit market conditions may adversely affect our access to capital and/or the cost of capital, which could impact our future prospects, results of operations and growth prospectus.

In periods when the capital and credit markets experience significant volatility, the amounts, sources and cost of capital available to us may be adversely affected. We primarily use external financing to fund our expansion and renovation. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our expansion and renovation and/or take other actions to fund our business activities. If economic conditions deteriorate or credit market tightens, there can be no assurance that the scope of cooperation with those financial institutions would not be terminated or reduced. To the extent that we are able and/or choose to access capital at a higher cost than we have experienced in recent years, absent changes in other factors, our earnings per share and cash flows could be adversely affected. In addition, the price of our ADSs may fluctuate significantly and/or decline in a high interest rate or volatile economic environment.

In addition, rising interest rates could increase interest costs and could affect our ability to become profitable. We currently have, and may in the future incur floating interest rate debt, which subject us to interest risks. See “—Our outstanding and future indebtedness may adversely affect our available cash flow and our ability to operate our business. In addition, we may not be able to obtain additional capital when desired, on favorable terms or at all.” In addition, we pay the interest on our tenants’ rental installment loans, which also exposes us to the risks associated with rising interest. If interest rates increase, our financing costs will also rise and our ability to become profitable could be adversely affected.

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Our business is susceptible to China’s macro-economic conditions, particularly the long-term apartment rental market and government measures aimed at China’s real estate industry and apartment rental industry.

We conduct our apartment rental services business in China. Our business depends substantially on conditions of China’s real estate industry, particularly the apartment rental industry. Demand for rental apartments in China has grown steadily in recent years, but the growth is often coupled with volatility and fluctuations in real estate transaction volume and prices as well as the employment rate. Fluctuations of supply and demand in China’s real estate industry and apartment rental industry are caused by economic, social, political and other factors. The Chinese economy has shown slower growth since 2012 compared to the previous decade and this trend is likely to continue.

We target young people, including recent college graduates, entry level white collar workers and industry workers in cities with strong economic growth, net inflow of people, ambitious urban development plans and favorable policies supporting the development of the apartment rental market. As of June 30, 2019, we had 96,854 available rental units under management spread across China, approximately 95.8% of which (contributing to 97.5% of our rental service revenues in the nine months ended June 30, 2019) were located in the Yangtze mega-city cluster centered around Shanghai. Any severe or prolonged slowdown in China’s economy, and slowdown or discontinuation of urbanization in our target markets may materially and adversely affect our business, financial condition and results of operations. Our occupancy levels and rental rates mainly depend on demands from our target tenants in the target markets. We have benefited in recent periods from the growth of the economy, rapid urbanization and geographic concentration affecting the real estate markets and apartment rental markets, including, in particular:

• soaring prices of residential real estates and extremely stringent home-buying requirements in top tier cities in China that have made it more difficult to purchase apartments, particularly for our target customers;

• favorable rental-related policies and other government support for increased rental options;

• increased number of “non-resident” population in top tier cities in China;

• favorable interest rates for financing and a strong and healthy credit market; and

• mismatch of supply and demand in China’s long-term apartment rental market.

We do not expect these favorable trends in the apartment rental market to continue indefinitely. Lowered apartment purchase prices that make it more accessible to own apartments, unfavorable policies for the apartment rental markets or decrease of “non-resident” population in top tier cities may adversely affecting the apartment rental market. A softening of the apartment rental market in our target areas would materially and adversely affect our business, financial condition and results of operations.

In recent years, PRC governmental authorities put forward favorable rental-related policies, including but not limited to, increasing rental housing supply, encouraging the development of modern rental companies, and reducing rental income taxes. These policies have in part driven our growth. Meanwhile, the PRC governmental authorities also enact certain criteria to regulate the apartment rental market. For example, the State Council of the PRC promulgated Several Opinions of the General Office of the State Council on Accelerating the Cultivation and Development of the Home-Rental Market in 2016, which require the local housing authorities to strengthen the administration of the home-rental market participants, including residential tenancy enterprises, intermediary agencies and professionals, in coordination with relevant departments, and keep credit records of relevant market participants. Moreover, the Ministry of Housing and Urban-Rural Development of the PRC, or the MOHURD, published the Measures on Management of Residential tenancy and Home Sales (Discussion Draft) for public discussion in May 2017, which require the relevant PRC authorities to enhance scrutiny on (i) the terms of duration and rent adjustments in lease agreements, (ii) the filing of lease agreements, and (iii) residential tenancy enterprises. If the PRC governmental authorities adopt any prohibitive measures or policies with respect to rental housing, or the interpretation of current laws and regulations relating to the

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apartment rental market becomes more restrictive and rigorous, they may depress the apartment rental market, dissuade potential tenants from renting apartments, and cause a decline in average rental rates. See “—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us.” Frequent changes in government policies may also create uncertainty that could discourage investment in real estate. Our business may be materially and adversely affected as a result of decreased demand of rental apartments that may result from government policies.

Our expansion into new markets may present increased risk.

We plan to expand in our existing cities and enter new cities which we believe have strong growth potential, for example, cities with strong economic growth, net inflow of people, ambitious urban development plans and favorable policies supporting the development of the branded long-term apartment rental market. To the extent our predictions or judgment on the market growth turn out to be inaccurate, we may not have sufficient supply or demand in the market to support our growth or achieve profitability. If we cannot maintain or increase occupancy levels and rental rates in our target markets to keep pace with rising costs of rents, renovation and operations, our business, results of operations, and financial condition may be adversely affected. See “—Our business is susceptible to China’s macro-economic conditions, particularly the long-term apartment rental market and government measures aimed at China’s real estate industry and apartment rental industry.”

We followed a disciplined and systematic process to expand our apartment network, involving comprehensive market research, site visit and other preparation work. In addition, as we expand into new geographic areas, it takes time to ramp up the occupancy rate to our target level. For example, it took us eight months to ramp up the month-end occupancy rate in Hangzhou to above 90%. During the ramp up period, we may continue to incur upfront renovation costs and other operating costs and expenses without generating corresponding net revenues. For example, in FY 2018, we substantially expanded our apartment network in multiple cities, including Hangzhou, Wuhan and Nanjing, and incurred substantial upfront expenses in connection with our market research, preparation, and testing of our business models in these cities, and our selling and marketing expenses, general and administrative expenses, and pre-operation expenses as a percentage of our net revenues increased significantly from FY 2017 to FY 2018 primarily as a result thereof.

In addition, we may not be able to replicate our success in existing cities to new cities we target in a timely manner or at all, as they may have different regulatory and competitive landscape. This may adversely affect our results of operations and growth prospects.

We face significant competition in the apartment rental market.

China’s long-term apartment rental market is highly competitive. With the influx of new entrants and the expansion of current participants, we expect competition to continue and intensify, which could harm our ability to increase revenue and attain or sustain profitability. Our competitors include other branded apartment operators and apartment owners who directly rent their apartments to tenants. In addition, in response to increased cooling measures on housing sales, real estate developers may also pivot into standardized rental market. We believe the principal competitive factors in this industry include:

• ability to source suitable and sufficient apartments across multiple regions with favorable terms including contract length, rental-free period, rent-in costs, etc;

• ability to use big data analytics to establish competitive lease terms with both landlords and tenants;

• ability to establish sustainable unit economic model;

• ability to renovate and operate rental apartments in an efficient and cost-effective manner;

• ability to achieve high standardization and manage a complex supply network;

• ability to achieve high standardization and manage a complex supply network;

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• ability to maintain financial flexibility;

• geographic coverage and customer reach;

• ability to set up IT and internet infrastructure; and

• brand awareness and customer satisfaction, including the availability and range of value-added services to help foster a sense of community and loyalty among tenants.

We face competition for our sourcing of suitable apartments in our target markets. Our competitors may have better access to newer, better located apartments at lower cost. They may also have more rapid access to the information of available apartments, which helps them rent such apartments from owners before we receive such information. Moreover, our competitors may be more resourceful, have a lower cost of funds or better access to funding sources that may not be available to us. In addition, our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of rental apartments. Competition may result in fewer options of apartments available to us, higher rental rates to be paid by us, our acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs. As a result, there can be no assurance that we will be able to identify suitable apartments that are consistent with our tenants’ need, and our failure to accomplish the foregoing could have a material adverse effect on our business and results of operation.

We also face competition for our target tenants. Our competitors may successfully attract tenants with cheaper and more convenient rental units, better incentives, amenities and value-added services, which could adversely affect our ability to obtain quality tenants and lease out our rental apartments on favorable terms. In addition, our competitors may have better access to tenant information, which helps them identify and acquire quality tenants more quickly. Moreover, some competing housing options may qualify for government subsidies that may make such options more accessible and therefore more attractive than our rental apartments. This competition may affect our ability to attract and retain tenants and may reduce the rental rates we are able to charge.

Furthermore, as a result of the competition for suitable apartments and tenants, we may not be able to maintain the spread or margin between lease-in from landlords and lease-out to tenants, which may adversely affect our results of operations.

If we fail to compete effectively in the market, we would lose our market share, fail to gain additional market share, and our business, results of operation and growth prospectus may be materially and adversely affected.

New laws, regulations and policies may be promulgated to strengthen the regulation on the apartment rental industry which may adversely affect our business, results of operations, financial condition and growth prospects.

PRC laws, regulations and policies concerning the apartment rental industry are developing and evolving. Although we have been taking measures to comply with laws, regulations and policies that are applicable to our business operations, the PRC government authority may promulgate new laws and regulations regulating the apartment rental industry in the future. We cannot assure you that our practice would not be deemed to violate any new PRC laws, regulations or policies relating to the apartment rental industry.

In recent years, some tier 1 cities in China have adopted the restriction on group-oriented leasing. Group-oriented leasing refers to the practice of renting a single apartment to multiple tenants under separate leases, resulting in the over-crowding of such apartment. In particular, Beijing and Shanghai have expressly banned the lease of rental apartment providing living space of less than five square meters per capita. We typically convert the living room of our rental apartment to add an additional bedroom, which is known as N+1 model. While some local governments, including Shanghai, Beijing, Hangzhou, Suzhou, Wuhan and Nanjing, do not consider

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N+1 model as group-oriented leasing, governmental authorities in other existing cities may implement restrictions that affect our N+1 model in the future. In addition, we cannot assure you whether any local governments may change its policies or interpret them in a manner that renders our N+1 model non-compliant. If we are deemed to violate local laws, regulations and policies, we may be subject to penalties and may need to adjust our business model, which may have a material and adverse effect on our business, results of operation, financial condition and growth prospects.

Moreover, the PRC government may institute a licensing regime covering our industry at some point in the future. For example, we cannot rule out the possibility that future laws or regulations will require us to register as real estate brokerage enterprise. Under the current PRC laws and regulations, enterprises operating real estate brokerage related business are required to register as real estate brokerage enterprise at local housing authorities. Pursuant to the Real Estate Brokerage Management Methods promulgated by MOHURD, only enterprises providing intermediary and agency services to the landlords in order to facilitate real estate transactions in return for commissions are deemed as a real estate brokerage enterprise, which is different from our business model, as advised by our PRC legal counsel, JunHe LLP. Therefore, we do not believe that our current business constitutes real estate brokerage under PRC laws and regulations and as a result our company shall not be subject to registration as a real estate brokerage enterprise. If any future laws and regulations deem our business as real estate brokerage or any other licensing regime is introduced, we cannot assure you that we would be able to complete any newly required registration or obtain any newly required license in a timely manner, or at all, which could materially and adversely affect our business and impede our ability to continue our operations.

In addition, under the current PRC legal regime, there is no laws or regulations specifically controlling the rents. The Administrative Measures for Commodity Housing Leasing, promulgated by the MOHURD on December 1, 2010, provides a principle rule that landlords shall not raise the rent unilaterally and randomly during the term of the lease agreements. In addition, on May 19, 2017, the MOHURD published the Measures on Management of Residential tenancy and Home Sales (Discussion Draft), or the Discussion Draft, for public discussion, which was closed on June 19, 2017. As of the date of this prospectus, the MOHURD had not promulgated or published any regulations, rules, notices or circulars in relation to the rents of house leasing. The Discussion Draft stipulates that landlords must not unilaterally raise rent if they have not reached a consensus with the tenant on the frequency and range of rent adjustments in the lease agreement. This Discussion Draft also stipulates that the local governments shall establish a system to publicize information on rents in the local markets. The Discussion Draft also stipulates that landlords shall not evict the tenants through violence, threats or other coercive measures. Although the final provisions, interpretation, adoption timeline and effective date of the Discussion Draft remain substantially uncertain, our business practices may be subject to stricter governmental supervision in the future, which may adversely affect our business, results of operations, financial condition and growth prospects.

Our business growth depends on our ability to attract and retain tenants. If we are not able to attract or retain sufficient tenants in a timely manner and at a low cost, our business, financial condition and results of operation may be materially and adversely affected.

We depend on rental income from tenants for substantially all of our revenues. As a result, our success depends upon our ability to attract quality tenants for our rental apartments in a timely manner and at a low cost. We may not be successful in locating quality tenants to lease the rental apartments as quickly as we have expected or at all due to competition, market condition, delay in renovation or other factors. If vacancies continue for a longer period of time than we expect or indefinitely, we may suffer reduced revenues, which may have a material adverse effect on us.

In August 2018, we started to cooperate with a rental service company owned by a bank to finance apartment renovation, and we have implemented such model in Shanghai and Hangzhou. Pursuant to our agreement with the rental service company and the bank, we are required to place a security deposit in the amount of three times of the total monthly rents with the bank, which will be doubled if our occupancy rate falls

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below 75% or 85% in Shanghai or Hangzhou, respectively. If we cannot attract or retain sufficient tenant to maintain or achieve these occupancy rates, our business, financial condition and results of operation may be adversely affected.

In addition, we have promotional offers from time to time depending on the market condition pursuant to which tenants may receive coupons for the first few months of the lease, generally corresponding to the length of the applicable lock-in period. The coupon can be used to partially offset the rental. For FY 2018 and the nine months ended June 30, 2019, the average duration of coupons which is available to our tenants is 9.5 months and 8.5 months, respectively. To the extent tenants terminate the lease as a result of an increase in rental price after the promotional period, we may incur increased cost to locate new tenants, which may have a material adverse effect on us.

Our results of operation, financial condition, and reputation would be adversely affected if a significant number of our tenants fail to meet their obligations in connection with the lease.

Our results of operation, financial condition, and reputation would be adversely affected if a significant number of our tenants fail to meet their obligations in connection with the lease. For instance, tenants may default on rental payments or repayment of rental installment loans. If a tenant defaults on his/her payment obligations after the applicable grace period, we may terminate the lease and re-possess the apartment pursuant to the lease agreement and the PRC laws, and lease the apartment to a new tenant. However, we may not be able to find a new tenant in a timely manner or at all, and the security deposit of the defaulting tenant may not be sufficient to cover our lost rentals for the period in between the leases.

In addition, tenants may use our rental apartments for illegal purposes, damage or make unauthorized structural changes to our rental apartments, refuse to leave the apartment upon termination of the lease, engage in domestic violence or similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, sublet our apartments in violation of our lease or permit unauthorized persons to live in our rental apartments. Damage to our rental apartments may delay re-leasing, necessitate expensive repairs or impair the rental income of the rental apartment resulting in a lower than expected rate of return.

We may not be able to successfully identify, secure and develop in a timely fashion additional apartments.

We plan to operate more rental apartments to further grow our business. We select locations which we believe would provide tenants with convenient access to core districts, major business development zones, and commercial centers, as well as affordability. However, we may not be successful in identifying and leasing additional apartments at the locations as desirable as we anticipated, for example, due to delays in the completion of infrastructure or other facilities surrounding such location, such as subway stations and business centers, and on commercially reasonable terms or at all. We may also incur costs in connection with evaluating apartments and negotiating with their owners, including apartments that we are subsequently unable to lease. We may also lease furnished apartments that we expect to be in good condition from landlords only to discover unforeseen defects and problems afterwards that prevent us from leasing them out to our tenants in a timely manner, or at all. In addition, we may not be able to develop additional rental apartments on a timely basis due to renovation delays. If we fail to successfully identify, secure or develop in a timely fashion additional apartments, our ability to execute our growth strategy could be impaired and our business and prospects may be materially and adversely affected.

We may not be able to renew our existing leases with landlords on commercially reasonable terms and the rents we pay to landlords could increase substantially in the future, which could materially and adversely affect our operations.

We plan to renew our existing leases with landlords upon expiration. We cannot assure you, however, that we will be able to renew our leases with landlords on satisfactory terms, or at all. In particular, as the lease-in

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contract lock-in period of 11.8% of our lease-in contracts as of June 30, 2019 would expire by the end of FY 2020 and rents may be re-negotiated, we may incur significant increases in rents. If we fail to renew our leases with landlords or a significant number of our existing leases with landlords are not renewed on satisfactory terms upon expiration, our expansion may be impeded and our costs may increase. If we are unable to pass the increased costs on to our tenants through rental rate increases, our operating margins and earnings could decrease and our results of operations could be materially and adversely affected.

Early termination of the leases or breach of leasing agreements by landlords may materially and adversely affect our operations.

Our leases with landlords typically provide for a minimum term of five to six years, or lease-in contract lock-in period, which shall be extended for up to two to three years at the discretion of landlords, with locked-in rents for the first three years, with approximately 5% annual, non-compounding increase in rents for the rest of the lease period. Landlords may terminate the leasing agreements before the end of their term for various reasons. Historically, less than 1% of our landlords terminated the leases during the lease term. If the lease with a landlord is terminated before expiration or breached the leasing agreements, making the apartments no longer available, we would have to terminate our lease agreements with our tenants who resided in such apartments and return the residue of pre-paid rents to such tenants or financial institutions in the scenario of rental installment loans. Alternatively, we would facilitate tenants to relocate to another apartments of ours and subsidize their relocation-related expenses. In either way, we may incur additional costs and expenses. In addition, although our lease agreements generally provide that landlords shall pay a penalty equal to the rents of the remaining period for early termination, the penalty may be lowered if the court deems the penalty prescribed under our lease agreements to be unfair, i.e., 30% higher than the actual losses we incurred. There can be no assurance that we are able to receive fair compensation for our losses, and our business, results of operations and financial condition could be materially and adversely affected by landlords’ early terminations.

Our estimation of potential rents involves a number of assumptions that may prove inaccurate, which could result in us paying too much rents for apartments we lease in or overestimating the rents to be paid by our tenants.

In determining whether a particular apartment meets our criteria, we make a number of assumptions, including, among other things, assumptions related to estimated time of negotiation with landlord, estimated renovation costs and time frames, annual operating costs, market rental rates, potential rent amounts, time from lease to sublease and tenant default rates. These assumptions may prove inaccurate, particularly since the apartments we rent from landlords vary materially in terms of renovation, quality and type of construction, geographic location. For example, we utilize our proprietary smart pricing system, or the Smart Pricing System, to collect and analyze the average market rental rates of apartments similar to our rental apartments in the surrounding area and gauge the potential rent amounts of our rental apartments, which partially relies on the publicly available information from the internet and may be inaccurate. See “—We are highly dependent on information systems, and if our information systems contain undetected errors and ineffective algorithm, or we fail to properly maintain or promptly upgrade our technology, our results of operations and financial condition may be materially and adversely affected.” As a result, we may pay too much for apartments we lease in and/or overestimate the rents we may charge our tenants, or our rental apartments may fail to perform as anticipated. See “—We may not be able to successfully identify, secure and develop in a timely fashion additional apartments.”

We assess the financial impact of our underperformed apartments that do not meet the projected operating targets by recognizing impairment loss. We perform an assessment of the carrying value of leasehold improvements and furniture, fixtures and equipment used in each rental apartment at least on a quarterly basis. If the carrying amount of the assets exceeds its expected undiscounted cash flows, we will recognize an impairment loss equal to the difference between the carrying amount and the fair value. In FY 2017, FY 2018 and the nine months ended June 30, 2019, we incurred impairment loss of RMB22.8 million, RMB50.6 million (US$7.4

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million) and RMB33.4 million (US$4.9 million), respectively. If a larger number of our apartments underperform, our impairment loss would increase, and our results of operations and financial condition would be materially and adversely affected.

Our legal right to lease certain rental apartments could be challenged by apartment owners or other third parties or subject to government regulation, which may adversely affect our business, results of operations, financial condition and growth prospects.

As we lease our rental apartments from the landlords, we do not hold any land use rights with respect to the land on which our rental apartments are located nor do we own any of the rental apartments we sublease to tenants. Instead, our business model relies on leases with third parties who either own or lease the apartments from the ultimate owners. We have not been provided with the ownership certificates of approximately 53% of our rental apartments due to various reasons, including but not limited to, landlords’ inability to obtain ownership certificates when the lease agreements were concluded, in which case we would require the landlords to provide us with other supporting documents to prove their legitimate titles to the apartments in question. For example, a substantial number of our leased-in apartments are real property which is settlement of and compensation for housing demolition. In China, an owner of such real property cannot apply for and acquire the ownership certificate until the lock-up period for sale of such real property (typically five years) expires, although he or she has the right to possess, use, benefit from and dispose of (other than sale) such real property during the lock-up period. On the other hand, PRC laws expressly provide that the ownership certificate of a real property shall be the legal proof of the title to such real property, and it remains unclear whether any other documents can serve as a legal proof in lieu thereof. As a result, to the extent the person with whom we enter into a lease-in contract with fails to provide us with the ownership certificate of the rental apartment, we cannot ensure that he or she has the rights with respect to such apartment, including but not limited to leasing such apartment to us and allowing us to lease such apartment to our tenants. While we have performed our due diligence to verify the rights of our landlords to lease such apartments, we cannot assure you that our rights under those leases will not be challenged by other parties including government authorities.

Under the PRC Property Law, only the owner can have the right, at its full discretion, to possess, use, benefit and dispose of its immovable or movable property pursuant to law. The creation, variation, transfer and extinguishment of immovable real right pursuant to law shall be effective upon registration, unless the law provides the contrary. Accordingly, the local registration authority will issue to the real property owner a property title certificate which clearly indicates the ownership of the property. If the lessee intends to sublease the leased property to a third party, it shall obtain the prior consent regarding such sublease from the owner, otherwise any unauthorized sublease may be unwound by the owner. Therefore, we require the landlords to provide the photocopies of their property title certificates when entering into the lease agreement, to ensure that we will be legitimately entitled to rent out the apartment to our tenants. However, the landlords of the properties offered by the governments to the landlords whose original properties are expropriated or demolished due to public interests, which account for a large portion of our rental apartments, may have not obtained the property title certificates in a timely manner due to certain local regulations and practices. In the event that landlords intend to lease their apartments to us before obtaining the property title certificates, as part of our due diligence for verification, we require the landlord to provide evidencing documents that can prove their ownership over the leased properties, including, among other things, (i) housing pre-sale contract, housing purchase agreement and housing purchase invoice, (ii) demolition compensation agreement and demolition settlement agreement, or (iii) the confirmation letter of random draw for demolition settlement properties, confirmation of housing selection, invoice of property management and utilities bills. However, these substitutive documents do not have the same legal force as the property title certificates, and thus it is possible that the party who signs the lease agreement is not the legal and beneficiary owner registered in the title certificate and the lease agreement may be invalidated, which may adversely affect our business, results of operations, financial condition and growth prospects.

In addition, a fraction of our apartments have defects on the land use rights. Under the PRC legal regime regarding the land use right, land shall be used strictly in line with the approved usage of the land. Any change as

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contemplated to the usages of land shall go through relevant land alteration registration procedures. If any state-owned land is illegally used beyond the approved usage, the land administrative departments of the PRC governments at and above the county level may retrieve the land and impose a fine ranging from RMB10 to RMB30 per square meters of such land. As for our daily operation, in the vicinity of 2.2% of our apartments, which we leased from several enterprises, are currently premised on the land with an industrial usage or on the rural collective-owned land, not on the land with a construction usage for dwelling house, which has been in contravention of the aforesaid legal requirements and may subject the landlords to the legal implications that the land is retrieved by the PRC government and a fine will be imposed on the landlord. Although we are not the direct subject of such administrative sanction, our business and operation may be adversely affected by such retrieval of land thus incurred.

In several instances where our landlords are not the ultimate owners of apartments, no consents or permits were obtained from the owners, the primary lease holders or competent government authorities, as applicable, for the subleases of the apartments to us, which could potentially invalidate our leases or result in the renegotiation of such leases that leads to terms less favorable to us. Some of the apartments we lease from third parties were also subject to mortgages at the time the leases were signed. Where consent to the lease was not obtained from the mortgage holder in such circumstances, the lease may not be binding on the transferee of the apartment if the mortgage holder forecloses on the mortgage and transfers the apartment.

Moreover, under PRC laws, all lease agreements are required to be registered with the local housing bureau. Although failure to do so does not in itself invalidate the leases, lessees may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed timeframe after receiving a notice from the relevant PRC government authorities. While the majority of our standard lease agreements require our landlords to make such registration, most of our leases have not been registered, which may expose both our landlords and us to potential monetary fines ranging from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. We are in the process of registering more lease agreements. In the event that any fine is imposed on us for our failure to register our lease agreements, we may not be able to recover such losses from the contract counterparties. Some of our rights under the unregistered leases may also be subordinated to the rights of other interested third parties.

Any challenge to our legal rights to the apartments we rented to the tenants, if successful, could impair the development or operations of such apartments. We are also subject to the risk of potential disputes with apartment owners or third parties who otherwise have rights to or interests in our rental apartments. Such disputes, whether resolved in our favor or not, may divert management’s attention, harm our reputation or otherwise disrupt our business.

We may not be able to effectively control the timing, quality and costs relating to the renovation and maintenance of apartments, which may adversely affect our business, results of operations, financial condition, and growth prospects.

Our success depends on our ability to lease apartments that can be quickly renovated, repaired and leased out with minimal expense and maintained in quality condition. Nearly all of our rental apartments require some level of renovation when we rent them from landlords or following departure of a previous tenant or otherwise. The majority of the apartments we source are in bare-bones condition with cement walls and floors and utility pipes only, which needs decoration and furnishing in a short period of time with heavy work. We may also source apartments that we expect to be in good condition only to discover unforeseen defects and problems that require extensive renovation and costs. Since February 2019, we have started to source decorated and furnished apartments from landlords. Under this model, depending on the decoration quality, we generally only need to add a wall to separate out an additional bedroom from the living room, furnish the additional bedroom, and install smart door locks to the apartment and each bedroom therein, thus substantially reducing our cost for renovation, compared to sourcing bare-bones apartments. Rental cost for furnished apartments, on the other hand, tend to be

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higher than bare-bones apartments. In addition, from time to time, we may perform ongoing maintenance to our rental apartments. Although we have developed a technology-driven, innovative project management system to centrally manage suppliers and contractors, monitor the renovation process, track delivery schedules, and exert quality control throughout out the entire apartment renovation process to control the timing, quality and costs, our system may not work effectively. See “—We are highly dependent on information systems, and if our information systems contain undetected errors and ineffective algorithm, or we fail to properly maintain or promptly upgrade our technology, our results of operations and financial condition may be materially and adversely affected.” As a result, our ability to adequately monitor or manage any such renovations or maintenance may be adversely affected if our system does not work properly.

We retain independent contractors and other third parties to perform renovation and maintenance work and are exposed to all of the risks inherent in apartment renovation and maintenance, including but not limited to, potential cost overruns, increases in labor and materials costs, delays by contractors in completing work and poor workmanship. If our assumptions regarding the costs or timing of renovation and maintenance across our rental apartments prove to be materially inaccurate, our results of operations, financial condition, and growth prospects may be adversely affected. In addition, if we failed to control the quality of renovation and lead to any potential complaints from, or damages to, tenants, we could be exposed to material liability and be held responsible for damages, fines or penalties and our reputation may suffer. See “—We depend on third parties for different aspects of our business and the services that we offer. Our business, results of operation, financial condition and reputation may be materially and adversely affected if the third parties do not continue to maintain or expand their relationship with us, or fail to provide services or products according to the terms of our contracts or otherwise below standard, or by the third parties operational failure.” and “—Environmental and fire hazards may adversely affect us.”

Accidents, injuries or death in our rental apartments may adversely affect our reputation and subject us to liability.

There are inherent risks of accidents or injuries in our rental apartments. One or more accidents or injuries such as fire accident, damage or loss of properties injury or death due to any criminal behavior or other misconducts or acts or omission of our tenants or others, slip and fall, other accidents or suicide in any of our rental apartments could adversely affect our reputation among tenants and potential tenants, decrease our overall occupancy rates and increase our costs by requiring us to take additional measures to vet our tenants and make our safety precautions even more visible and effective. If accidents, injuries or death occur at any of our rental apartments, we may be held liable for costs related to the injuries. Please also refer to “—We do not maintain any insurance for our business, which could expose us to significant costs and business disruption.”

In addition, if any incidents, particularly fire accidents, occur in any of our rental apartments that do not possess the relevant licenses, permits, title certificate or fire safety inspection certificate, or is located on properties where the actual use and the designated land or property use are inconsistent, there could be substantial negative publicity, thereby triggering large-scale government actions that impact all of our rental apartments, which in turn will have a material adverse impact on our business, results of operations and financial condition.

Environmental and fire hazards may adversely affect us.

Compliance with new or more stringent environmental laws or regulations or stricter interpretation of existing laws may require material expenditures by us. We may be subject to environmental laws or regulations or technical standards relating to the renovation of our rental apartments, such as those concerning poisonous volatile organic compounds or other issues. For example, under the relevant PRC laws, regulations and technical standards, we shall ensure that our rental apartments meet certain environmental standards, including the air quality and environmental protection standards for preventing the indoor environmental hazards generated by construction materials and decorative building materials. We may be subject to civil liabilities or administrative

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fines for our failure in compliance with all the environmental laws or regulations or technical standards relating to renovation of our rental apartments. Under the PRC laws, if the leased apartment imposes a threat to the safety or health of the tenant, then once the tenant is fully aware that the apartment is not of a satisfactory quality, the tenant is entitled to dissolve the lease agreement at any time. Therefore, we take measures to avoid environmental and fire hazards, including air quality monitoring after renovation and fire precaution measures. However, we cannot assure you that future laws, ordinances or regulations will not impose any material environmental or fire safety liability or that the current environmental condition of our rental apartments will not be affected by the activities of residents, existing conditions of the land, operations in the vicinity of the apartments or the activities of unrelated third parties. In addition, we may be required to comply with various fire, health, life-safety and similar laws and regulations. Failure to comply with applicable laws and regulations could result in fines and/or damages, suspension of the construction project, civil liability or other sanctions.

We depend on third parties for different aspects of our business and the services that we offer. Our business, results of operation, financial condition and reputation may be materially and adversely affected if the third parties do not continue to maintain or expand their relationship with us, or fail to provide services or products according to the terms of our contracts or otherwise below standard, or by the third parties operational failure.

We depend on third parties for different aspects of our business, including apartment sourcing, renovation, leasing out, management and maintenance. In addition, we rely on third parties for the provision of value-added services to our tenants. Selecting, managing and supervising these third party service providers requires significant resources and expertise. Poor performance by such third party service providers or misconduct or fraud on the part of their employees may reflect poorly on us and could significantly damage our reputation among desirable tenants. In the event of fraud or misconduct by a third party, we could also be exposed to material liability and be held responsible for damages, fines or penalties and our reputation may suffer. If we do not select, manage and supervise appropriate third parties to provide these services and products, our reputation and financial results may suffer.

The service or cooperative agreements we have with third party vendors, service providers or strategic partners are subject to a term, and not on an exclusive basis. If the third party service providers or strategic partners do not continue to maintain or expand their relationship with us, we would be required to seek new service providers or partners, which would cause delays and adversely affect our operations and the range and quality of the products and services that we offer. Moreover, our strategic partner may compete with us or enter into strategic cooperation with our competitors, which may materially and adversely affect our business and competitive position.

For example, we engage outside contractors for apartment sourcing and management functions. As of June 30, 2019, we had 929 apartment managers and 100 agents for apartment sourcing, of whom 692 and 88 were from our outside contractors, respectively. Although the apartment managers and agents for apartment sourcing are supervised by our regional supervisors who are our own employees at more senior positions, we cannot assure you that those from outside contractors will provide services that meet our requirements. Besides, the outside contractors may not continue to maintain or expand their relationship with us, and we may not be able to acquire additional apartment managers or agents for apartment sourcing on a timely manner or at all. These may materially and adversely affect our business, financial condition and results of operation.

Moreover, we engage third-party contractors and suppliers for our rental apartments’ renovation. If these contractors or suppliers fail to finish the renovation on schedule or below standard, we may incur additional costs and delay to make our apartment suitable for leasing, and may not be able to rent out the apartments in a timely manner and with favorable terms, or at all. Below quality renovation may also expose us to potential complaints from tenants on the conditions of the apartments, including safety hazards as well as significant maintenance and repair costs. In addition, although it is our third-party contractors and suppliers’ responsibility for the salaries of their employees, we may become a target towards which such employees demand their unpaid salaries if our third-party contractors and suppliers withhold or unreasonably deduct their salaries. Pursuant to the PRC

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Property Laws, where a debtor defaults on its debt obligations, the creditor shall be entitled to retain the already lawfully possessed movable property of the debtor, and have a priority over the movable property in satisfaction of its claim. Despite the fact that the decoration material are legally owned by us, not the third-party contractors or suppliers, we cannot eliminate the possibility that the unpaid employees may retain the decoration materials as a relief they think reasonable. As a result, we request our third-party contractors and suppliers to provide the evidence of payment once the salaries of their employees who have been involved in renovation and maintenance of our rental apartments are paid. However, we cannot assure you that we will not be sued or investigated for our third-party contractors or suppliers’ unpaid salaries, or requested by the local governments to compensate such unpaid employees which may materially and adversely affect our reputation, financial condition and results of operation.

Furthermore, we cooperate with third parties for home cleaning, broadband internet access and other products and services to our tenants. Our customer satisfaction may be adversely affected as a result of any disruption or termination of services of our service provider or partners. In addition, our service providers frequently interact with our tenants. Notwithstanding our efforts to implement and enforce strong policies and practices regarding service providers, we may not successfully detect and prevent fraud, misconduct, incompetence, of our service providers including their employees or stability of their services, which may adversely affect our business and reputation.

A significant portion of our costs and expenses are fixed and we may not be able to optimize our cost structure to offset declines in our revenue, which would adversely affect our financial condition and results of operations.

A significant portion of our operating costs and expenses, including but not limited to, overhead costs associated with the hiring of agents for apartment sourcing and apartment managers for apartment leasing out and management, employee base salaries, and rents we pay to our landlords, is fixed. Accordingly, a decrease in revenues could result in a disproportionately higher decrease in our earnings because our operating costs and expenses are unlikely to decrease proportionately. For example, the Chinese New Year holidays generally account for a lower portion of our annual revenues than other periods as people are less likely to move into new apartments or stay in rented apartments during that period, but our expenses do not vary as significantly with changes in occupancy and revenues as we need to continue to pay rents and salary and make regular repairs, maintenance and renovations throughout the year to maintain the attractiveness of our rental apartments. Furthermore, our apartment development and renovation costs may increase as a result of an increase in the cost of materials. However, we have limited ability to pass increased costs to tenants through rental rate increases as our rental in lease with our tenants are fixed during the lease term. Therefore, our costs and expenses may remain constant or increase even if our revenues decline, which would adversely affect our net margins and results of operations.

Our outstanding and future indebtedness and capital lease and other financing arrangement payable may adversely affect our available cash flow and our ability to operate our business. In addition, we may not be able to obtain additional capital when desired, on favorable terms or at all.

As of June 30, 2019, we had RMB303.7 million (US$44.2 million) bank borrowings, RMB872.6 million (US$127.1 million) rental installment loans from certain financial institutions and RMB403.5 million (US$58.8 million) capital lease and other financing arrangement payable. In August 2018, we started to cooperate with a rental service company owned by a bank to source and renovate apartments in Shanghai and Hangzhou, and we account for the arrangement as a capital lease and other financing arrangement. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Recent interest rates in China have been at historically low levels, and any increase in these rates would increase our interest expense and reduce our funds available for renovation, operations and other purposes. Our current level of indebtedness increases the possibility that we may be unable to pay the principal amount of our indebtedness and other obligations when due. Our outstanding and future loans, combined with

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our other financial obligations and contractual commitments, could have negative consequences on our business and financial condition.

We believe that our cash, cash equivalents and restricted cash on hand 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 investment for our expansion and in facilities, hardware, software, technological systems and to retain talents to remain competitive. Due to the unpredictable nature of the capital markets and our industry, such as tenants’ unwillingness to prepay rental or utilize the rental installment loans, there can be no assurance that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience 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. If we raise additional funds or otherwise fund our operation or investment 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.

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

Prior to this offering, we had been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. In the course of auditing our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relates to (i) lack of sufficient accounting and financial reporting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to (a) formalize and carry out key controls over financial reporting, (b) properly address complex accounting issues and (c) prepare and review consolidated financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements, and lack of a comprehensive accounting policy manual and closing procedure manual for its finance department to convert its primary financial information prepared under accounting principles generally accepted in the PRC into U.S. GAAP; and (ii) absence of audit committee and internal audit function to establish formal risk assessment process and internal control framework. We are in the process of implementing a number of measures to address the material weaknesses that have been identified, including hiring additional accounting staff with appropriate understanding of U.S. GAAP and SEC reporting requirements, training the existing financial reporting personnel and engaging an independent third party consultant to assist in establishing processes and oversight measures to comply with the requirements of Sarbanes Oxley Act. We also plan to take other steps to strengthen our internal control over financial reporting, including formalizing a set of comprehensive U.S. GAAP accounting manuals, establishing an audit committee, establishing an internal audit function independently led by audit committee, providing relevant training to our accounting personnel and upgrading our financial reporting system to streamline monthly and year-end closings and integrate financial and operating reporting systems. Although we plan to implement measures to address the material weaknesses, implementation of those measures may not fully remediate the material weaknesses in a timely manner.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the second fiscal year after the completion of the IPO. In addition, once we cease to be an “emerging growth company” as such term is defined under the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our

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

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Generally, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We are highly dependent on information systems, and if our information systems contain undetected errors and ineffective algorithm, or we fail to properly maintain or promptly upgrade our technology, our results of operations and financial condition may be materially and adversely affected.

Our business relies heavily on our technology-driven, end-to-end systems that are highly technical and complex. Our website, mobile app and internal systems highly depend on the ability of such information systems to store, retrieve, process and manage immense amounts of data throughout each step of our operational process, including but not limited to, apartment sourcing, price evaluation, room decoration, room display, contract signing and tenant services. For example, tenants need to use our proprietary mobile apps to sign agreements with us, pay rents, open the doors of the rental apartments and their bedrooms, reserve house-keeping services, etc. We also utilize our Smart Pricing System to evaluate the rents of our apartments. The information systems on which we rely has contained, and may now or in the future contain, undetected errors or bugs. Errors, ineffective algorithm or other design defects within the information systems on which we rely may result in a negative experience for our tenants, landlords, third-party service providers and our employees, delay introductions of new features or enhancements, result in errors or compromise our ability to protect user data or our intellectual property. Any errors, bugs or defects discovered in our information systems on which we rely could result in harm to our reputation, loss of tenants or landlords or liability for damages, any of which could adversely affect our business, results of operations and financial condition.

Security breaches, failure to maintain the integrity of internal or third-party data and other disruptions could compromise our information systems and expose us to costs, liabilities, fines or lawsuits, which would cause our business and reputation to suffer. In addition, actual or alleged failure to comply with data privacy and protection laws and regulations could have a serious adverse effect on our reputation.

Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyberattacks. In the ordinary course of our business we acquire and store sensitive data, including our intellectual properties, our proprietary business information and personally identifiable information, such as names, identification card numbers, contacts and electronic signatures, of landlords, tenants, employees and third party contractors and service providers. The secure

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processing and maintenance of such information is critical to our operations and business strategy. Our landlords, tenants, employees and third party contractors and service providers expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect and to take adequate security measures to safeguard such information. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by computer hackers, foreign governments or cyber terrorists or breached due to employee error, malfeasance or other unauthorized access or disruptions. Any such breach could compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost or stolen. Because the techniques used by computer programmers who may attempt to penetrate and sabotage our proprietary internal and third-party data change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. The laws and regulations applicable to security and privacy are becoming increasingly important in China. Any unauthorized access, disclosure, misuse or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, any of which could adversely affect our results of operations, reputation and competitive position.

We leverage a wide array of internet technologies to achieve management and operation efficiency and effectiveness, which depend upon the performance and reliability of the internet infrastructure and telecommunications networks in China.

Our business depends on the performance and reliability of the internet infrastructure in China. Substantially all access to the internet is maintained through state-controlled telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. In addition, the national networks in China are connected to the internet through international gateways controlled by the PRC government. These international gateways are generally the only websites through which a domestic user can connect to the internet. We cannot assure you that a more sophisticated internet infrastructure will be developed in China. We may not have access to alternative networks in the event of disruptions, failures or other problems with China’s internet infrastructure. In addition, the internet infrastructure in China may not support the demands associated with continued growth in internet usage.

We also rely on third party providers to provide us with data communications capacity primarily through local telecommunications lines and internet data centers to host our servers. We do not have access to alternative services in the event of disruptions, failures or other problems with the fixed telecommunications networks of the third-party providers, or if the third-party providers otherwise fail to provide such services. Any unscheduled service interruption could disrupt our operations, damage our reputation and result in a decrease in our revenues. Furthermore, we have no control over the costs of the services provided by third party providers. If the prices that we pay for telecommunications and internet services rise significantly, our gross margins could be significantly reduced. In addition, if internet access fees or other charges to internet users increase, our user traffic may decrease, which in turn may cause our revenues to decline.

We depend significantly on the strength of our brand and reputation. If we, our employees, agents, third-party contractors, suppliers, financial institutions or other third parties that we cooperate with engage, or are perceived to engage, in misconduct, fraudulent acts or wrongdoing, our business or reputation could be harmed and we could be exposed to regulatory investigations, costs and liabilities.

We believe our “Qingke” brand is considered a leading player in the professionally-managed long-term apartment rental market in China. Our continued success in maintaining and enhancing our brand and image depends to a large extent on our ability to satisfy the needs of agents, real estate buyers and other market participants by further developing and maintaining quality of services across our operations, as well as our ability to respond to competitive pressures.

We have a team of agents for apartment sourcing and apartment managers to manage our apartments and tenants. Our agents for apartment sourcing directly reach to landlords, including but not limited to, negotiating

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the lease agreements with landlords, and our apartment managers directly reach out to tenants, including but not limited to, negotiating the lease agreements with tenants, regular communication with our tenants and inspecting the apartments. As a result, our success of business largely rely on their professionalism. If our agents for apartment sourcing and apartment managers have any misconduct, such as misrepresentation of the terms and conditions in the agreements when engaging landlords or tenants, our business or reputation could be harmed and we could be exposed to legal proceedings, costs and liabilities.

In addition, third parties that we cooperate with may be subject of various allegations. For example, there have been media reports where our tenant alleged that we and our financial institution partner failed to properly inform him when he entered into a rental installment loan agreement, even though we are not a party to the rental installment loan agreement and there are records showing that the tenant entered into the rental installment loan agreement knowingly. Although we and our financial institution partners have taken measures to avoid similar allegations, including requiring tenants to confirm that they fully understand they are entering into the rental installment loan agreement with a financial institution, we cannot assure you that incidences like this will not happen in future. Media reports of allegations against us or our partners, whether or not proven or with basis, could harm our reputation and impair our ability to attract and retain landlords and tenants. If we are unable to maintain a good reputation, further enhance our brand recognition, continue to cultivate user trust and increase the positive awareness of our website, mobile app and WeChat public accounts, our reputation, brand, financial condition and results of operations may be materially and adversely affected.

Any negative publicity with respect to us, our employees, business partners, contractors, the apartment rental industry in general, the rental installment loans, or our cooperation with other parties may materially and adversely affect our business and results of operations.

The 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 reliability of our system;

• provide well maintained apartments to tenants;

• provide appropriate and explicit terms, including rental, to landlords and tenants;

• effectively manage and resolve tenants and landlords complaints; and

• effectively protect personal information and privacy of our tenants, landlords, employees and third party contractors and service providers.

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

In addition, negative publicity about rental installment loans, such as negative publicity about entering into rental installment loan agreements without tenants’ acknowledgement, could harm our reputation and materially and adversely affect our business and results of operations.

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

We are currently not party to any material legal or administrative proceedings. However, in light of the nature of our business, we are susceptible to potential claims or controversies. We have been, and may from time to time in the future be, subject to or involved in various claims, controversies, lawsuits and other legal and

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administrative proceedings. 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. Claims arising out of actual or alleged violations of law could be asserted against us by apartment owners, landlords, tenants, third party contractors and service providers, suppliers, competitors, or governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws in different jurisdiction, including but not limited to internet information services laws, intellectual property laws, unfair competition laws, data protection and privacy laws, labor and employment laws, securities laws, consumer protection laws, tort laws, contract laws, property laws and employee benefit laws. In addition, as we do not verify the authenticity of the information such as electronic signatures provided by tenants, landlords and other third parties, such information may be misused and not genuine, which may also subject us to claims, lawsuits and other proceedings. We may also receive formal and informal inquiries from government authorities and regulators regarding our compliance with laws and regulations, many of which are evolving and subject to interpretation.

In particular, we may be exposed to various claims and disputes with our tenants, including but not limited to, those related to the terms set forth in the lease agreements. We take various measures to ensure that our tenants are aware of and understand the terms set forth in the lease agreements. These measures include, but not limited to, requiring tenants to watch a video regarding important terms before entering into lease agreements, and video recording tenants read out important terms in the lease agreement and confirm they understand the lease agreement. However, our tenants may misunderstand the terms in the lease agreements, such as the length of the lease, upfront payment terms and terms related to rental installment loans. These misunderstandings may lead to dispute between our tenants and us. For example, tenants may claim that they are not aware that the length of the contracted lease term is 26 months, or do not know their deposits may be forfeited when they terminate the lease during the lock-in period or otherwise breach the term of the lease. In addition, some claims and disputes with tenants may involve accidents, injuries or death in our rental apartments such as lawsuits if a tenant is assaulted or becomes victim of theft or other crime during his or her stay in our rental apartment. See “—Accidents, injuries or death in our rental apartments may adversely affect our reputation and subject us to liability.” Moreover, we may be exposed to claims and disputes with third-party suppliers, including but not limited to, those related to the payment for the goods. Such claims and disputes may be escalated to lawsuits or other legal proceedings and may distract our management, and materially and adversely affect our business and reputation.

There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. Even if we are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile. These actions could expose us to negative publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business.

If we fail to comply with governmental laws and regulations, or obtain or keep licenses, permits or approvals applicable to our business, our business and operations may be restricted and we may incur liabilities, financial penalties and other governmental sanctions.

Our business is subject to various compliance and operational requirements under PRC laws. For example, we are required to file the lease contract with the local real estate administration department. See “Regulations—Regulations Relating to Leasing.” Furthermore, new regulations may be adopted in the future to increase our compliance efforts at significant costs. For example, national or local regulations requiring companies engaged in apartment rental to register as “apartment rental enterprise” are likely to be promulgated in our existing cities. As of the date of this prospectus, one of our PRC subsidiaries engaged in apartment rental has not yet registered as apartment rental enterprise and we expect to complete the registration by December 31, 2019. We may not be in full compliance with all of the applicable requirements if they are adopted and become effective. Such failure to comply with applicable environmental, health and safety laws and regulations related to our business and

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apartment rental operation or obtain required permits may subject us to potential monetary damages and fines or the suspension of operations of our company.

In addition, pursuant to PRC regulations, the registered address of a PRC company should be the place where it mainly operates its business, and a PRC company is required to establish branch offices where it operates its business. We seek to register branch offices where we have business operations. However, we have not been able to establish branch offices in some of our existing locations, such as some districts in Beijing, Wuhan and Nanjing, and no penalties had been imposed by the relevant PRC regulatory authorities, as of the date of this prospectus. If the PRC regulatory authorities determine that we are in violation of the relevant laws and regulations, we may be subject to penalties, including fines, and our business operations may be adversely affected.

Moreover, under PRC advertising laws and regulations, we shall ensure that our advertising content is true and accurate and in compliance with applicable laws and regulations. See “Regulations—Regulations on Consumer Protection.” In addition, where a special government review is required for specific types of advertisements prior to internet posting, we are obligated to confirm that such review has been performed and approval has been obtained. Violation of these laws and regulations may subject us to penalties, including imposition of fines, orders to cease dissemination of the advertisements and orders to publish an announcement correcting the misleading information. While we have made significant efforts to ensure that our advertisements are in full compliance with applicable PRC laws and regulations, we cannot assure you that all the content contained in such advertisements is true and accurate and in compliance with laws and regulations, especially given the uncertainty in the interpretation of these PRC laws and regulations. If we are found to be in violation of applicable PRC advertising laws and regulations, we may be subject to penalties and our reputation may be harmed, which may have a material and adverse effect on our business, financial condition, and results of operations.

Failure to diversify our revenue streams and expand the market acceptance of our products and services may adversely affect our growth.

Most of our revenue in FY 2017, FY 2018 and the nine months ended June 30, 2019 was generated from rental income collected from our tenants. We have been expanding and continue to expand our products and services, such as Qingke Select, which is our membership-based new retail platform. However, we cannot assure you that our efforts to derive non-rental revenue may be successful. Our success depends on our cooperation with third parties and effectiveness of algorithm. See “—We depend on third parties for different aspects of our business and the services that we offer. Our business, results of operation, financial condition and reputation may be materially and adversely affected if the third parties do not continue to maintain or expand their relationship with us, or fail to provide services or products according to the terms of our contracts or otherwise below standard, or by the third parties operational failure.” and “—We are highly dependent on information systems, and if our information systems contain undetected errors and ineffective algorithm, or we fail to properly maintain or promptly upgrade our technology, our results of operations and financial condition may be materially and adversely affected.” Failure to diversify our business may expose our business to concentration risks and harm our operations. Furthermore, we may have limited or no experience in the development, provision, or marketing of non-rental services. As a result of the foregoing, our business may be placed at a disadvantaged position, and our business, financial condition, and results of operations may be adversely affected.

Potential strategic investments, acquisitions or new business initiatives may disrupt our ability to effectively manage our business and adversely affect our operating results. In addition, to the extent we fund these business initiatives through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted.

We may acquire or make investments in other companies, business, products, technologies or other assets along our business value chain to complement and expand our business. We may not be able to find suitable

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acquisition or investment candidates, and we may not be able to complete acquisition and investment on favorable terms, or at all. If we do not complete acquisition and investment as we expect, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisition and investment we complete could be viewed negatively by investors. In addition, to the extent we fund these business initiatives through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. Furthermore, if we fail to successfully integrate such acquisitions or the technologies or other assets associated with such acquisitions into our company, the revenues and operating results of the combined company could be adversely affected. Acquisitions and investments are inherently risky and may not be successful, and they may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to greater-than-expected liabilities and our expenses, and adversely impact our business, financial condition, operating results, and cash flows.

We use internet search engines, online marketplaces, WeChat and other social media to promote our brand, list our rental apartments and direct traffic to our website, mobile app and WeChat public accounts. If we fail to successfully implement these initiatives, we would not be able to attract sufficient tenants and our business would be adversely affected.

We have relied on internet search engines, online marketplaces, WeChat and other social media to promote our brand, list our rental apartments and direct traffic to our website, mobile app and WeChat public account and intend to further increase our usage on such channels in the future to attract more tenants. For example, we use search engine advertising services to promote our brand and rental apartments. We also list our available rental apartments on third-party online marketplaces and the potential tenant may make an appointment to visit and reserve such apartment by calling the number we post on such online marketplace. However, the search result rankings of our rental apartments’ information through online marketplaces are beyond our control. Our competitors may result in their apartments’ information receiving a higher search result ranking than ours in online marketplaces, or online marketplaces could revise their methodologies in a way that would adversely affect search result rankings of our rental apartments’ information, which may adversely affect our results of operation. In addition, internet search engine providers could provide listings and other apartment rental information directly in search results or choose to align with our competitors. Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future.

We plan to integrate our business with our WeChat public accounts and other social media applications to promote our brand and products. WeChat and other social media may make changes to their policies, which could hinder or impede potential tenants from being directed to our website or information of our rental apartments. Any reduction in the number of visitors directed to our website and mobile apps through our WeChat public accounts and other social media could also harm our business and operating results.

Any failure to protect our patents, trademarks, computer software copyright and other intellectual property rights could have a negative impact on our business.

Our business heavily relies on our intellectual properties and information systems throughout each step of our business. Our protection for our intellectual property and proprietary rights may not be adequate, and our business may suffer if third parties infringe on our intellectual property and proprietary rights.

We may not have sufficient intellectual property rights in all countries and regions where unauthorized third-party copying or use of our proprietary technology may occur and the scope of our intellectual property might be more limited in certain countries and regions. As of June 30, 2019, we had 33 computer software copyrights registered with the Copyright Protection Center of China. However, our existing and future computer software copyrights and/or patents may not be sufficient to protect our products, services, technologies or designs and/or may not prevent others from developing competing products, services, technologies or designs. We cannot predict the validity and enforceability of our copyrights and other intellectual property with certainty. Litigation or other proceedings may be necessary to enforce our intellectual property rights. Initiating infringement

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proceedings against third parties can be expensive and time-consuming, and divert management’s attention from other business concerns. We may not prevail in litigation to enforce our intellectual property against unauthorized use.

We may be subject to intellectual property infringement or misappropriation claims by third parties, which may force us to incur substantial legal expenses and, if determined adversely against us, could materially disrupt our business.

We cannot be certain that our services, information system, information provided on our website, WeChat public accounts and mobile apps do not or will not infringe patents, copyrights or other intellectual property rights held by third parties. From time to time, we may be subject to legal proceedings and claims alleging infringement of patents, trademarks or copyrights, or misappropriation of creative ideas or formats, or other infringement of proprietary intellectual property rights.

The validity, enforceability and scope of intellectual property rights protection in internet-related industries, particularly in China, are uncertain and still evolving. For example, as we face increasing competition and litigation is frequently used to resolve disputes in China, we face a higher risk of being the subject of intellectual property infringement claims. Pursuant to relevant laws and regulations, internet service providers may be held liable for damages if such providers have reason to know that the works uploaded or linked infringe the copyrights of others. In cases involving the unauthorized posting of copyrighted content by users on websites in China, there have been court proceedings but no settled court practice as to when and how hosting providers and administrators of a website can be held liable for the unauthorized posting by third parties of copyrighted material. Any such proceeding could result in significant costs to us and divert our management’s time and attention from the operation of our business, as well as potentially adversely impact our reputation, even if we are ultimately absolved of all liability.

Our inability to use software licensed from third parties, including open source software, could negatively affect our ability to offer our services and subject us to possible litigation.

A portion of the technologies we use incorporates open source software, and we may incorporate open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. These licenses may subject us to certain unfavorable conditions, including requirements that we offer our services that incorporate the open source software for no cost, that we make publicly available source code for modifications or derivative works we create based upon, incorporating, or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license.

Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose or provide at no cost any of our source code that incorporates or is a modification of such licensed software. If an author or any third party that distributes open source software that we use or license were to allege that we had not complied with the conditions of the applicable license, we may need to incur significant legal expenses defending against such allegations and could be subject to significant damages and enjoined from providing services that contained the open source software. Any of the foregoing could result in disruptions to our business, or delays in the development of future enhancements of our existing platform, which could materially and adversely affect our business and results of operations.

Failure to attract, motivate and retain quality personnel at a reasonable cost could jeopardize our competitive position. We also depend on the continued efforts of our senior management. Failure to retain our management team could harm our business.

We have, from time to time in the past, experienced, and we expect in the future to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. There may be a limited supply of

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qualified individuals in some of the cities in China where we have operations and other cities into which we intend to expand. As a result, we may need to offer higher compensation and other benefits in order to attract and retain quality personnel in the future, which may increase our labor costs and adversely affect our business.

We must hire and train qualified managerial and other employees on a timely basis to keep pace with our rapid growth while maintaining consistent quality of services across our operations in various geographic locations. We offer structured training programs provided by our Qingke College and regional management teams, to our managerial and other employees so that they are equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for high-quality services. If we fail to do so, the quality of our services may decline in one or more of our existing markets, which in turn, may cause a negative perception of our brand and adversely affect our business.

We place substantial reliance on the experience and the institutional knowledge of members of our current management team. Mr. Guangjie Jin, our founder, chairman and chief executive officer, and other members of the management team are particularly important to our future success due to their substantial experiences in real estate, apartment rental and other related industries. Finding suitable replacements for Mr. Guangjie Jin and other members of our management team could be difficult, and competition for such personnel of similar experience is intense. The loss of the services of one or more members of our management team due to their departures or otherwise could hinder our ability to effectively manage our business and implement our growth strategies.

We have granted, and may continue to grant, options, restricted share units and other types of awards, which may result in increased share-based compensation expenses.

We have granted, and may continue to grant, options, restricted share units and other types of awards to our employees and other persons who contributed to the success of our operations. We account for the compensation costs for our share-based incentives using a fair-value based method and recognize expenses in our consolidated statements of comprehensive loss in accordance with U.S. GAAP. In 2014, 2016 and 2017, we granted an aggregate number of 70.0 million share options to certain management, employees and non-employees, 1.4 million of which were forfeited in 2019. The remaining share options are exercisable into 68.6 million ordinary shares. For more information, please refer to “Management—Stock Options A and Stock Options B.” No share-based compensation expense is recognized on these share options until the date of the IPO. In addition, in 2017, we granted an aggregate number of 15.99 million restricted share units, or RSUs, representing 15.99 million ordinary shares, to a consulting company, which provided consulting services, including but not limited to, management of financing and investments, merger and acquisition, initial public offering and construction of information technology system, to us. The total expenses recognized in our consolidated statements of comprehensive loss for the these RSUs are RMB0.8 million and RMB2.3 million (US$0.3 million) and RMB8.2 million (US$1.2 million) for FY 2017, FY 2018 and the nine months ended June 30, 2019. In July 2019, we repurchased 5.19 million of these RSUs.

We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based compensation to them 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.

Increases in labor costs and raw materials and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and financial condition.

Labor costs in China have risen in recent years as a result of the enactment of new labor laws and social development. Given that substantially all of our employees are currently located in China, rising labor costs in China will increase our personnel expenses. In addition, we have witnessed growing inflation rates in many areas of the world, and particularly in China, where we procure our raw materials for renovation of apartments, which adversely affects our costs of raw materials. We may not be able to pass on rising costs as a result of higher labor

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costs and increasing raw material prices to our tenants in the form of higher rents. Accordingly, our financial condition may be adversely affected if labor costs and raw material prices continue to rise in the future.

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 our existing locations. 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.

In addition, we have been subject to stricter regulatory requirements in terms of entering labor contracts with our employees and paying various statutory employee benefits, including pensions, housing funds, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, as amended, or the Labor Contract Law, and its implementation rules, employers are subject to various requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. Under the PRC Social Insurance Law and the Administrative Measures on Housing Fund, employees are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance, and housing funds, and employers are required, together with their employees or separately, to pay the social insurance premiums and housing funds for their employees. Employers that fail to make adequate social insurance and housing fund contributions may be subject to fines and legal sanctions. We could be deemed to have failed to pay certain social insurance and housing fund contributions under the relevant PRC laws and regulation. If the relevant PRC authorities determine that we shall make supplemental contributions, that we are not in compliance with labor laws and regulations, or that we are subject to fines or other legal sanctions, such as order of timely rectification, and our business, financial condition and results of operations may be adversely affected.

Furthermore, as the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practice do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.

Our financial condition and results of operations may fluctuate due to seasonal variations in the demand of rental apartments.

Our revenues were generally higher during the three months ended September 30 of each year, as many students search for apartments in the cities where they are employed after graduation from universities. In addition, during and around the Chinese New Year holidays, which usually fall in January or February, our revenues were generally lower than the other period of the year as people are less likely to move into new apartments or stay in rented apartments during and around Chinese New Year holidays. As a result, even though our revenues rebound in March due to higher demand as labor forces come back to cities in search of jobs after the Chinese New Year holidays, our revenues were generally lower during the three months ended March 31 of each year. For these reasons, our results of operations may not be comparable from quarter to quarter. Although our rapid growth has lessened the impact of the seasonal fluctuations and cyclicality, our operating results have been and may continue to be subject to seasonality.

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We do not maintain any insurance for our business, which could expose us to significant costs and business disruption.

We do not have any business disruption insurance, litigation insurance coverage, insurance policies covering damages to our IT infrastructure or information system, insurance on properties or tenant safety insurance, or insurance for the contractors. Any disruption to our IT infrastructures or systems, business disruption, litigation or natural disaster could result in substantial cost to us and diversion of our resources, as well as significantly disrupt our operations, and have a material adverse effect on our business, financial position and results of operations.

Moreover, to improve our performance and to prevent disruption of our business, we may have to make substantial investments to deploy additional servers and backup our databases, which could increase our expenses.

Risks Related to Our Corporate Structure

If the PRC government deems that the contractual arrangements in relation to our variable interest entity 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 internet-based businesses, such as distribution of online information and other value-added telecommunication services, are subject to restrictions under current PRC laws and regulations. For example, foreign investors are generally not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider and any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record in accordance with the Guidance Catalog of Industries for Foreign Investment promulgated in 2007, as amended in 2011, 2015 and 2017, and other applicable laws and regulations.

We are a Cayman Islands company and Shanghai Qingke Investment Consulting Co., Ltd., or the Q&K WFOE, our PRC subsidiary, is considered a foreign invested enterprise. To comply with PRC laws and regulations, we conduct our operations in China through a series of contractual arrangements entered into among the Q&K WFOE, Shanghai Qingke E-commerce Co., Ltd, or the VIE, and the shareholders of the VIE. As a result of these contractual arrangements, we exert control over the VIE and consolidate its operating results in our financial statements under U.S. GAAP. Shanghai Qingke Equipment Rental Co., the subsidiary of the VIE, has been operating our business, including, among others, operations of our www.qk365.com website since its incorporation. See “Corporate History and Structure” for more details. The VIE has obtained a value-added telecommunications service license for operations of internet content service, or the ICP License, from Shanghai Bureau of Communication Management on April 29, 2015, which will remain valid until April 28, 2020.

We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Our PRC legal counsel, JunHe LLP, based on its understanding of the relevant laws and regulations, is of the opinion that each of the contracts among the Q&K WFOE, the VIE and its shareholders are valid, binding and enforceable in accordance with their terms. However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, and the Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry, there can be no assurance that the PRC government authorities, such as the Ministry of Commerce, or the MOC, the MIIT, or other authorities that regulate the foreign investment or the telecommunications industry, would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.

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If our corporate structure and contractual arrangements are deemed by the MIIT or the MOC or other regulators having competent authority as illegal, either in whole or in part, we may lose control of our variable interest entity and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, or we or the VIE fails to obtain or maintain any required permits or approvals, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

• revoking our business and operating licenses;

• levying fines on us;

• confiscating any of our income that they deem to be obtained through illegal operations;

• shutting down our services;

• discontinuing or restricting our operations in China;

• imposing conditions or requirements with which we may not be able to comply;

• requiring us to change our corporate structure and contractual arrangements;

• restricting or prohibiting our use of the proceeds from overseas offering to finance our variable interest entity’s business and operations; and

• taking other regulatory or enforcement actions that could be harmful to our business.

The imposition of any of the penalties above may materially and adversely affect our ability to conduct our business. In addition, it is uncertain whether any new PRC laws, regulations or rules relating to the “variable interest entity” structure will be adopted or if adopted, what they would provide. See “—Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”

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

We have relied and expect to continue to rely on contractual arrangements with the VIE and its shareholders to operate our website, www.qk365.com, as well as certain other complementary businesses. See “Corporate History and Structure” for more details. These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIE. For example, the VIE and its shareholders may fail to fulfill their contractual obligations with us, such as failure to maintain our website and use the domain names and trademarks in a manner as stipulated in the contractual arrangements, or taking other actions that are detrimental to our interests.

If we had direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, 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 the VIE and its shareholders of their obligations under these contracts to exercise control over the VIE. However, the shareholders of the VIE may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with the VIE. Although we have the right to replace any shareholder of the VIE under the contractual arrangements, if any shareholder is uncooperative or any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC laws and arbitration, litigation and other legal proceedings, the outcome of which will be subject to uncertainties. See “—Any failure by our variable interest entity or its

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shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.” Therefore, our contractual arrangements with the VIE may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.

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

If the VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to 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 the VIE were to refuse to transfer their equity interest in the VIE to us or our designee if 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 (the arbitration provisions relate to the claims arising out of the contractual relationship created by the VIE agreements, rather than claims under the United States federal securities laws and do not prevent shareholders of our company from pursuing claims under the United States federal securities laws). Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over the VIE and our ability to conduct our business may be negatively affected. See “—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us.”

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

The shareholders of the VIE may have potential conflicts of interest with us. These shareholders may not act in the best interest of our company or may breach, or cause the VIE to breach, the existing contractual arrangements we have with them and the VIE, which would have a material adverse effect on our ability to effectively control the VIE and receive economic benefits from it. For example, the shareholders may be able to cause our agreements with the VIE 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. Neither Bing Xiao or the management or shareholders of Xiamen Siyuan Investment Management Co., Ltd., shareholders of the VIE, are our management or employee. 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 the VIE to the Q&K

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WFOE or an entity or individual designated by us, to the extent permitted by PRC laws. If we cannot resolve any conflict of interest or dispute between us and the shareholders of the VIE, we would have to rely on legal proceedings, which could result in the disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Contractual arrangements in relation to our variable interest entity may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entity 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 within ten years after the taxable year when the transactions are conducted. The PRC Enterprise Income Tax Law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm’s length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among the Q&K WFOE, the VIE and the shareholders of the VIE 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, rules and regulations, and adjust the Q&K WFOE’s income 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 the Q&K WFOE for PRC tax purposes, which could in turn increase its tax liabilities without reducing the Q&K WFOE’s tax expenses. In addition, if the Q&K WFOE requests the shareholders of the VIE to transfer their equity interests in the VIE at nominal or no value pursuant to these contractual arrangements, such transfer could be viewed as a gift and subject the Q&K WFOE to PRC income tax. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on the VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if our variable interest entity’s tax liabilities increase or if it is required to pay late payment fees and other penalties.

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

The VIE holds certain assets that are material to the operation of our business, including domain names and an ICP license. Under the contractual arrangements, the VIE may not and its shareholders may not cause it to, in any manner, sell, transfer, mortgage or dispose of its assets or its legal or beneficial interests in the business without our prior consent. However, in the event that the VIE’s shareholders breach the contractual arrangements and voluntarily liquidate the VIE, or if the VIE declares bankruptcy and all or part of its 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 the VIE undergoes 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.

Risks Related to Doing Business in China

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

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

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

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

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

The PRC legal system is based on written statutes and prior court decisions or legal cases have limited value as precedents. Since these laws, regulations and rules are relatively new and the PRC legal system continues to rapidly evolve, the application and interpretations of these laws, regulations and rules are not always uniform, are ambiguous and may be interpreted and applied inconsistently between different government authorities, and enforcement of these laws, regulations and rules involves uncertainties.

Developments in the apartment rental 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 us, which could materially and adversely affect our business and operations. See “—New laws, regulations and policies may be promulgated to strengthen the regulation on the apartment rental industry in the future which may adversely affect our business, results of operations, financial condition and growth prospects.”

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 in a timely manner until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

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

The Foreign Investment Law was enacted by the second session of the thirteenth National People’s Congress of the PRC on March 15, 2019 and will become effective on January 1, 2020, which will 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. This law will become the legal foundation for foreign investment in the PRC. The 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, uncertainties still exist in relation to interpretation and implementation of the Foreign Investment Law, especially in regard to, including, among other things, the nature of “variable interest entity” structure, the promulgation schedule of both the “negative list”, or the Negative List, under the Foreign Investment Law and specific rules regulating the organization form of foreign-invested enterprises within the five-year transition period. As a result, the Foreign Investment Law may materially impact the viability of our current corporate structure, corporate governance and business operations in many aspects.

The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. See “—Risks Related to Our Corporate Structure” and “Corporate History and Structure.”

However, the promulgated Foreign Investment Law does not explicitly define VIE structure as a form of foreign investment or indicate what actions shall be taken with respect to the existing companies with a VIE structure, whether or not these companies are controlled by Chinese parties. Moreover, it is uncertain whether the apartment rental industry, in which the VIE and its subsidiaries operate, will be subject to the foreign investment restrictions or prohibitions set forth in the “catalog of special administrative measures” to be issued. If companies with an existing VIE structure like us are required to complete the MOC market entry clearance, 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 the VIE and shareholders of the VIE, (ii) exert control over the VIE, (iii) receive the economic benefits of the VIE under such contractual arrangements, or (iv) consolidate the financial results of the VIE. Were this to occur, our results of operations and financial condition would be materially and adversely affected and the market price of our ADSs may decline.

The Foreign Investment Law mainly stipulates three forms of foreign investment, which includes: (a) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within PRC, (b) a foreign investor acquires stock shares, equity shares, interests in assets, or other like rights and interests of an enterprise within PRC, and (c) a foreign investor, individually or collectively with other investors, invests in a new project within PRC. Despite the fact that the Foreign Investment Law does not explicitly stipulate the contractual arrangements or VIE structure as a form of foreign investment, it contains a general provision that foreign investment includes “foreign investors invest in China through any other methods under laws, administrative regulations, or provisions prescribed by the State Council.” Therefore, there are possibilities that future laws, administrative regulations or provisions of the State Council of the PRC may stipulate contractual arrangements as a way of foreign investment, and then whether our contractual arrangements will be recognized as a foreign investment, whether our contractual arrangements will be deemed to be in violation of the access requirements of foreign investment and how our contractual arrangements will be interpreted and handled remain uncertain.

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There is no guarantee that our contractual arrangements and the business of our consolidated VIE will not be materially and adversely affected in the future. If the contractual arrangements and business of our company, our PRC subsidiary or our variable interest entity 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, approvals or clearance, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our income or the income of our PRC subsidiary or the VIE, revoking the business licenses or operating licenses of our PRC subsidiary or the VIE, shutting down our servers or blocking our rental apartments listed on the internet, 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. In the extreme case-scenario, we may be required to unwind the contractual arrangements or dispose of our VIE which could have a material and adverse effect on our business, financial condition and result of operations. 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 the VIE, and/or our failure to receive economic benefits from the VIE, we may not be able to consolidate their results into our consolidated financial statements in accordance with U.S. GAAP.

The Foreign Investment Law, may also adversely impact our corporate governance practice and increase our compliance costs. For instance, the Foreign Investment Law imposes stringent ad hoc and periodic information reporting requirements on foreign investors and the applicable FIEs. Aside from an investment information report required at each investment, and investment amendment reports, which shall be submitted upon alteration of investment specifics, it is mandatory for entities established by foreign investors to submit an annual report, and large foreign investors meeting certain criteria are required to report on a quarterly basis. Any company found to be non-compliant with these reporting obligations may potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible may be subject to criminal liabilities. In addition, the Foreign Investment Law allows foreign invested enterprises established according to the existing laws regulating foreign investment to maintain their current structure and corporate governance during the five-year transition period. This infers that we may be required to adjust the structure and corporate governance of certain of our PRC subsidiaries in the transition period. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance requirements may lead to regulatory incompliance and hence materially and adversely affect our current corporate structure, corporate governance and business operations.

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.

We only have contractual control over the entities which own the domain name of our website or are registered as the owner of the mobile apps. We do not directly own the website or mobile apps 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 State Internet Information Office (with the involvement of the State Council Information Office,

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the MIIT, and the Ministry of Public Security). 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.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies including but not limited to those 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 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 subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could 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 subsidiary 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 subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require our PRC subsidiary to adjust its taxable income under the contractual arrangements it currently has in place with the VIE and its 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 variable interest entity may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entity owe additional taxes, which could negatively affect our financial condition and the value of your investment.”

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

Our PRC subsidiaries generate primarily all of their revenue in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use their Renminbi revenues to pay dividends to us.

In response to the persistent capital outflow and the Renminbi’s depreciation against the U.S. dollar in the fourth quarter of 2016, the PBOC and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures over recent months, 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 subsidiary’s dividends and other distributions may be subjected to tighter scrutiny in the future. Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us could materially and adversely limit our

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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.”

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

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 subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

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

In 2008, 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, investment and financing (except for security investment or guarantee products issued by bank), providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use. 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 the 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

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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.

Substantially all of our revenue and costs are denominated in Renminbi. We are a holding company and we rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would 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 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.

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 subsidiary 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 the SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiary is able to pay dividends in foreign currencies to us 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. But 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 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 processes are put in place by the 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.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation

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concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

The approval of the China Securities Regulatory Commission may be required in connection with this offering under a regulation adopted in August 2006, as amended, and, if required, we cannot predict whether we will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009, 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 China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings.

We believe, based on the advice of our PRC legal counsel, JunHe LLP, that the CSRC’s approval is not required for the listing and trading of our ADSs on the [NASDAQ Global Market] in the context of this offering, given that:

• we established our PRC subsidiary by means of direct investment rather than by merger with or acquisition of PRC domestic companies as defined in the M&A Rules; and

• no explicit provision in the M&A Rules classifies the respective contractual arrangements between the Q&K WFOE, the VIE and its shareholders as a type of acquisition transaction falling under the M&A Rules.

However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and the CSRC’s opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If the CSRC or any other PRC regulatory agencies subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government agencies promulgates any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. 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 PRC subsidiary, or other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of the ADSs. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making 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. In addition, if the CSRC or other PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of the ADSs.

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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 M&A Rules discussed in the preceding risk factor and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, the M&A rules require that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The approval from the MOC shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOC when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, issued by the State Council in August 2008 is triggered. In addition, the security review rules issued by the MOC 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 MOC, 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 MOC 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 subsidiary’s 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 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC residents or entities, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 is issued to replace the 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.

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

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

Any failure to comply with PRC regulations regarding the registration requirements for employee share 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 share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose vehicles. In the meantime, our directors, executive officers and other employees who are PRC citizens, subject to limited exceptions, and who have been granted share incentive awards by us, may follow the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plan of Companies Listed Overseas, promulgated by the SAFE in 2012, or the 2012 SAFE Notice. Pursuant to the 2012 SAFE Notice, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any share incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of share incentive awards and the purchase or sale of shares and interests. When our company becomes an overseas listed company upon the completion of this offering, we and grantees of our share incentive awards who are PRC citizens or who reside in the PRC for a continuous period of no less than one year will be subject to these regulations. Failure to complete the SAFE registrations may subject the grantees of share incentive awards 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 share incentive plans for our directors, executive officers and employees under PRC law. See “Regulations—Regulations Relating to Foreign Exchange—Regulations on Offshore Financing” for more details.

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. In April 2009, the State Administration of Taxation, or the SAT issued a circular, known as 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 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 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

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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” for more details. 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 Q&K International Group Limited or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then Q&K International Group Limited or such subsidiary could be subject to PRC tax at a rate of 25% on its worldwide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, as described in the risk factor immediately below, 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 ordinary shares may be subject to PRC tax, and it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.

Dividends payable to our foreign investors and gains on the sale of ADSs or ordinary shares by our foreign investors may become subject to PRC tax.

Under the PRC Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of ADSs or ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our ordinary shares or the ADSs, and any gain realized from the transfer of our ordinary shares or the ADSs, may be treated as income derived from sources within the PRC and may as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or ordinary shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions, if such dividends or gains are deemed to be from PRC sources. If we or any of our subsidiaries established outside China are considered a PRC resident enterprise, it is unclear whether holders of the ADSs or ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of the ADSs or ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in the ADSs or ordinary shares may decline significantly.

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We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the SAT issued the Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or Circular 7, which partially replaced and supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the SAT on December 10, 2009. Pursuant to this Circular 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Circular 7, “PRC taxable assets” include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the payor fails to withhold any or sufficient tax, the transferor is required to declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Circular 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange. On October 17, 2017, the SAT promulgated the Bulletin of SAT on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or Bulletin 37, which became effective on December 1, 2017, and SAT Circular 698 then was repealed with effect from December 1, 2017. Bulletin 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises.

There is uncertainty as to the application of Circular 7 and Bulletin 37. 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 if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions under Circular 7 or Bulletin 37. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiary may be requested to assist in the filing under Circular 7 or Bulletin 37. As a result, we may be required to expend valuable resources to comply with Circular 7 or Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with Circular 7 and Bulletin 37, or to establish that our company should not be taxed under Circular 7 and Bulletin 37, which may have a material adverse effect on our financial condition and results of operations.

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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws.

We are a company incorporated under the laws of the Cayman Islands, and we conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, most of our senior executive officers reside in China for a significant portion of the time and most of them are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China. It may also be difficult for you to enforce in the United States courts judgments obtained in the United States courts based on the civil liability provisions of the United States federal securities laws against us and our officers and directors who reside and whose assets are located outside the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of the United States courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

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 forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts 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 laws 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.

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

Our independent registered public accounting firm that issues the audit report included in our prospectus filed with the U.S. Securities and Exchange Commission, or the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the U.S. Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards.

Because we have substantial operations within the PRC and the PCAOB is currently unable to conduct inspections of the work of our independent registered public accounting firm as it relates to those operations without the approval of the Chinese authorities, our independent registered public accounting firm is not currently inspected fully by the PCAOB. This lack of PCAOB inspections in the PRC prevents the PCAOB from regularly evaluating our independent registered public accounting firm’s audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

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 the PRC have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct full inspections of auditors in the PRC makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside the PRC that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

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

In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the mainland Chinese affiliates of the “Big Four” accounting firms (including the mainland Chinese affiliate of 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 Chinese accounting firms including a temporary suspension of their right to practice before the SEC, although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On February 6, 2015, before a review by the Commissioner had taken place, the Chinese accounting firms reached a settlement with the SEC whereby the proceedings were stayed. Under the settlement, the SEC accepted that future requests by the SEC for the production of documents would normally be made to the CSRC. The Chinese accounting firms would receive requests matching those under Section 106 of the Sarbanes-Oxley Act of 2002, and would be required to abide by a detailed set of procedures with respect to such requests, which in substance would require them to facilitate production via the CSRC. The CSRC for its part initiated a procedure whereby, under its supervision and subject to its approval, requested classes of documents held by the accounting firms could be sanitized of problematic and sensitive content so as to render them capable of being made available by the CSRC to US regulators.

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 on February 6, 2019. Despite the final ending of the proceedings, the presumption is that all parties will continue to apply the same procedures: i.e. the SEC will continue to make its requests for the production of documents to the CSRC, and the CSRC will normally process those requests applying the sanitization procedure. We cannot predict whether, in cases where the CSRC does not authorize production of requested documents to the SEC, the SEC will further challenge the four PRC-based accounting firms’ compliance with U.S. law. If additional challenges are imposed on the Chinese affiliates of the “big four” accounting firms, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these accounting firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of Congress that would require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements for such issuers and, beginning in 2025, the delisting from national securities exchanges such as the NASDAQ or the NYSE of issuers included for three consecutive years on the SEC’s list. Enactment of this legislation or other efforts to increase US regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of our ADSs could be adversely affected. It is unclear if this proposed legislation would be enacted.

If our independent registered public accounting firm were 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 ordinary

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shares from the [NASDAQ Global Market] or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of the ADSs in the United States.

Risks Related to this Offering and the American Depositary Shares

There has been no public market for our ordinary shares or the ADSs prior to this offering, and you may not be able to resell your 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 the ADSs. We intend to list the ADSs on the [NASDAQ Global 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 the ADSs does not develop after this offering, the market price and liquidity of the ADSs will be materially and adversely affected.

Negotiations with the underwriters will determine the initial public offering price for the 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 the ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

The market price for the ADSs may be volatile.

The trading prices of the 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 internet or other 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, including internet and e-commerce companies, may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of the 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, which may have a material adverse effect on the market price of the ADSs.

In addition to the above factors, the price and trading volume of the ADSs may be highly volatile due to multiple factors, including, among others, (i) regulatory developments affecting us, our tenants, our landlords, third-party service providers, financial institutions, or our industry, (ii) market conditions in the apartment rental industry, (iii) changes in the performance or market valuations of other apartment rental platforms, (iv) announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures or capital commitments, (v) actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results, or changes in financial estimates by securities research analysts, (vi) negative publicity about us, our management or our industry, and (vii) sales or perceived potential sales of additional 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 the ADSs and trading volume could decline.

The trading market for the 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 publish inaccurate or

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unfavorable research about our business, the market price for the 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 the 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 June 30, 2018, after giving effect to the net proceeds to us from this offering. In addition, you may experience further dilution to the extent that our 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 the 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 the 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 the 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 at 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 ADSs will likely depend entirely upon any future price appreciation of the 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 the ADSs and you may even lose your entire investment in the ADSs.

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

Sales of the ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the ADSs to decline. Immediately after the completion of this offering, we will have                  ordinary shares outstanding, including                 Class A ordinary shares represented by ADSs, assuming the underwriters do not exercise their over-allotment option. 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 shares are released before the expiration of the lock-up period and sold into the market, the market price of the ADSs could decline.

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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 ADSs representing these registered shares in the public market could cause the price of the ADSs to decline.

We have granted equity-based awards to certain management, employees and non-employees. See “Management—Stock Options A and Stock Options B.” We may adopt a share incentive plan in the future, under which we may have the discretion to grant a range of equity-based awards to eligible participants. We intend to register all ordinary shares that we may issue pursuant to the equity-based awards we have granted and under the share incentive plan we may adopt. Once we register these ordinary shares, ADSs representing them can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the “Underwriting” section of this prospectus. If ADSs representing a large number of our ordinary shares or securities convertible into our ordinary shares are sold in the public market after they become eligible for sale, the sales could reduce the trading price of the ADSs and impede our ability to raise future capital. In addition, any ordinary shares that we issue under our share incentive plan would dilute the percentage ownership held by investors who purchase ADSs in this offering.

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 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 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 ordinary shares which are represented by your ADSs. If we ask for your instructions, upon receipt of your voting instructions, the depositary will endeavor to vote the underlying ordinary shares in accordance with your instructions. 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 post-offering 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 ten (10) 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 post-offering 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 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

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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.

The deposit agreement may be amended or terminated without your consent.

Under the deposit agreement, 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 details.

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.

You may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities underlying your ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of the ADSs.

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

The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by 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 accordance with the applicable

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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 and the depositary. If a lawsuit is brought against either or both of us and 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, including results that could be less favorable to the plaintiffs 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 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 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. See “Enforceability of Civil Liabilities” for more details.

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

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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 expect to adopt, to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder 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.”

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 the ADS price.

As of June 30, 2019, our cash, cash equivalents and restricted cash were RMB450.6 million (US$65.6 million). Immediately following the completion of this offering, we expect to receive net offering proceeds of approximately US$        , 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 midpoint of the price range shown on the front cover page of this prospectus. We plan to use the net proceeds of this offering for the expansion of our apartment network, including the related capital expenditure and sales and marketing activities, continued investment in our technology systems and infrastructure, and general corporate purposes. See “Use of Proceeds.” 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 the ADS price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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

Immediately after the completion of this offering, our ordinary shares will consist of                 Class A ordinary shares and                 Class B ordinary shares, assuming the initial offering price of US$        per ADS, and assuming the underwriters do not exercise their option to purchase additional ADSs. In respect of matters requiring the votes of shareholders, 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 ten (10) votes per share based on our proposed dual-

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class share structure. We will sell Class A ordinary shares represented by the ADSs in this offering. Each Class B ordinary share is convertible into one (1) 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 transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equal number of Class A ordinary shares.

Our founder and chief executive officer, Mr. Guangjie Jin, who, through Bill.com Inc. and Yijia Inc., beneficially owns 120,121,410 Class A ordinary shares and 310,329,080 Class B ordinary shares representing 96.8% of the aggregate voting power of our company as of the date of this prospectus, will beneficially own approximately     % of the aggregate voting power of our company immediately after the completion of this offering due to the disparate voting powers associated with our dual-class share structure, based on the initial offering price of US$         per ADS and assuming the underwriters do not exercise their over-allotment option. See “Principal Shareholders.” As a result of the dual-class share structure and the concentration of ownership, our founder and chief executive officer, Mr. Guangjie Jin, will have considerable influence over matters such as decisions regarding change of directors, mergers, change of control transactions and other significant corporate actions. He may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.

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

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. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to 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 financial 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 [NASDAQ Global Market]. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information 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 [NASDAQ Global Market] corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the [NASDAQ Global Market] corporate governance listing standards.

As a Cayman Islands company listed on the [NASDAQ Global Market], we are subject to the [NASDAQ Global Market] corporate governance listing standards. However, [NASDAQ Global 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 [NASDAQ Global Market] corporate governance listing standards. Upon completion of this offering, we will follow our home country practices and rely on certain exemptions provided by the [NASDAQ Global Market] corporate governance listing standards to a foreign private issuer, including exemptions from the requirements to have:

• majority of independent directors on our board of directors;

• a minimum of three members in our audit committee;

• only independent directors being involved in the selection of director nominees and determination of executive officer compensation; and

• regularly scheduled executive sessions of independent directors.

As a result of our reliance on the corporate governance exemptions available to foreign private issuers, you will not have the same protection afforded to shareholders of companies that are subject to all of [NASDAQ Global Market] corporate governance listing standards.

We may become a passive foreign investment company, or PFIC, for U.S. federal income tax purposes in the current or a future taxable year, which could subject U.S. investors in ADSs or Class A ordinary shares to significant adverse U.S. federal income tax consequences.

A non-U.S. corporation will be a “passive foreign investment company”, or PFIC, if, in any particular taxable year, either (a) 75% or more of its gross income for such year consists of certain types of “passive”

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income or (b) the average percentage of the value of its assets that produce or are held for the production of passive income is at least 50%. Because the PFIC tests must be applied each year, and the composition of our income and assets and the value of our assets may change, and because the treatment of our VIE for U.S. federal income tax purposes is not entirely clear, it is possible that we may become a PFIC in the current or a future year. In particular, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our ADSs, fluctuations in the market price of the ADSs may cause us to become a PFIC. In addition, the treatment of our rental income as active for purposes of these tests depends upon whether we conduct sufficient marketing or other activities with respect to the rented properties in each taxable year to meet the requirements for an active rental business under applicable Treasury regulations, which may be uncertain.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation—United States Federal Income Tax Considerations”) may incur significantly increased U.S. federal income tax on gain recognized on the sale or other disposition of the ADSs or Class A ordinary shares and on the receipt of distributions on the ADSs or Class A ordinary shares to the extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and such U.S. Holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds ADSs or Class A ordinary shares, we generally will continue to be treated as a PFIC for all subsequent years during which such U.S. Holder holds our ADSs or Class A ordinary shares unless we cease to be a PFIC and the U.S. Holder makes a special “purging” election on Internal Revenue Service (“IRS”) Form 8621. See “Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules” for more details.

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 [NASDAQ Global 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 financial 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 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

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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, but not limited to, statements relating to:

• our mission and strategies;

• general economic and business condition in China and elsewhere, particularly the long-term apartment rental market and government measures aimed at China’s real estate industry and apartment rental industry;

• competition in the apartment rental industry;

• our future business development, financial condition and results of operations;

• our expectations regarding demand for and market acceptance of our apartments and services;

• our ability to attract tenants and landlords; and

• our relationship with financial institution partners and third-party product and service providers.

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 Business—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 thoroughly read 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. 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 changing nature of China’s branded long-term apartment rental 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 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

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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 commissions 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. A US$1.00 increase (decrease) in the assumed initial public offering price of US$        per ADS would increase (decrease) the net proceeds to us from this offering by US$        , assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain talented employees and obtain additional capital. We plan to use the net proceeds from this offering as follows:

• approximately US$        million to expand our apartment network, including the related capital expenditure and sales and marketing activities;

• approximately US$        million for continued investment in our technology systems and infrastructure; and

• the balance for general corporate purposes.

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.”

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 wholly foreign-owned subsidiary in China only through loans or capital contributions and to our variable interest entity only through loans, subject to the approval of government authorities and limit on the amount of capital contributions and loans. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” We expect that all the net proceeds from this offering will be used in the PRC in the form of RMB and mainly by funding our wholly foreign-owned subsidiary through capital contributions. In general, the relevant registration and approval procedures for capital contributions typically take approximately eight weeks to complete and there is no statutory limit on the amount of capital contributions under PRC laws and regulations. We currently see no material obstacles in completing the registration and approval procedures with respect to future capital contributions to our wholly foreign-owned subsidiary.

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DIVIDEND POLICY

Our board of directors has discretion on 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. 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 plan to pay any cash dividends on our ordinary shares in the foreseeable future and 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 subsidiary to pay dividends to us. See “Regulations—Regulations Relating 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 Class A ordinary shares underlying our ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to our ADS holders in proportion to the Class A 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 June 30, 2019:

• on an actual basis;

• on a pro forma basis to reflect the automatic conversion of all of our issued and outstanding preferred shares into                Class A ordinary shares immediately prior to the completion of this offering; and

• on a pro forma as adjusted basis to reflect (i) the automatic conversion of all of our issued and outstanding preferred shares into                Class A ordinary shares and extinguishment of contingent earn-out liabilities immediately prior to the completion of this offering, and (ii) the sale of                Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$                per ADS, the mid-point 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.

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

	As of June 30, 2019
	Actual						Pro Forma						Pro Forma As Adjusted(1)
	RMB			US$			RMB			US$			RMB	US$
	(in thousands, except for share and per share data)
Contingent earn-out liabilities		96,443			14,049			—			—
Mezzanine equity:
Series B convertible redeemable preferred shares		246,680			35,933			—			—
Series C convertible redeemable preferred shares		262,519			38,240			—			—
Series C-1 convertible redeemable preferred shares		227,101			33,081			—			—
Series C-2 convertible redeemable preferred shares		566,927			82,582			—			—
Total mezzanine equity		1,303,227			189,836			—			—
Shareholders’ deficit:
Ordinary shares		27			4			67			10
Series A non-redeemable preferred shares		35,777			5,212			—			—
Additional paid-in capital(2)		—			—			1,338,963			195,042
Accumulated deficit		(2,028,550	)		(295,492	)		(1,932,106	)		(281,443	)
Accumulated other comprehensive income		11,673			1,700			11,673			1,700
Total Q&K International Group Limited shareholders’ deficit(2)		(1,981,073	)		(288,576	)		(581,403	)		(84,691	)
Noncontrolling interest		9,697			1,413			9,697			1,413
Total shareholder’s deficit		(1,971,376	)		(287,163	)		(571,706	)		(83,278	)
Total capitalization(2)		(571,706	)		(83,278	)		(571,706	)		(83,278	)

(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.

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(2) Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$1.00 change in the assumed initial public offering price of US$        per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease each of additional paid-in capital, total shareholders’ equity/(deficit) and total capitalization by US$         million.

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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 June 30, 2019 was approximately negative RMB678.5 million (US$98.8 million), or US$        per ordinary share and US$        per ADS. Net tangible book value represents the amount of our total consolidated tangible assets (which is calculated by subtracting net intangible assets from the total consolidated assets), less the amount of our total consolidated liabilities and non-controlling interest. Pro forma net tangible book value per ordinary share is calculated after giving effect to the automatic conversion of all of our outstanding preferred shares on a one-for-one basis and subject to anti-dilution adjustments set forth in the shareholders agreement and extinguishment of contingent earn-out liabilities. In addition, holders of our series C-2 convertible redeemable preferred shares are entitled to receive additional series C-2 convertible redeemable preferred shares in the event that our actual market capitalization before this offering is less than US$800.0 million, or the series C-2 additional issuance. The holders of our series C-2 convertible redeemable preferred shares have waived the series C-2 additional issuance, effective upon our first public filing of this prospectus, and there will be no dilutive impact as a result. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$        per 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 Class A ordinary shares and Class B ordinary shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding ordinary shares, including Class A ordinary shares and Class B ordinary shares.

Without taking into account any other changes in net tangible book value after June 30, 2019, 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 June 30, 2019 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 June 30, 2019	US$	US$
Pro forma net tangible book value after giving effect to the conversion of our preferred shares and extinguishment of contingent earn-out liabilities	US$	US$
Pro forma as adjusted net tangible book value after giving effect to conversion of our preferred shares and extinguishment of contingent earn-out liabilities and this offering	US$	US$
Amount of dilution in net tangible book per ordinary share value to new investors in this offering	US$	US$
Amount of dilution in net tangible book value to new investors in this offering	US$	US$

A US$1.00 increase (decrease) in the assumed initial public offering price of US$        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

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

The following table summarizes, on a pro forma as adjusted basis as of June 30, 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 payable by us. 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	Average Price Per ADS
	Number	Percent	Amount	Percent
Existing shareholders			US$				US$	US$
New investors			US$				US$	US$
Total			US$		100.0	%

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.

The discussion and tables above also assume no exercise of any outstanding share options outstanding as of the date of this prospectus. As of the date of this prospectus, there were                ordinary shares issuable upon exercise of outstanding share options at a weighted average exercise price of US$        per ordinary share, and there were                ordinary shares available for future issuance upon exercise of future grants under our share incentive plans. To the extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands to take advantage 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 exchange control or currency restrictions; and

• the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to:

• the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to the United States; and

• Cayman Islands companies may 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 operations are conducted in China, and substantially all of our assets are located in China. All of our directors and executive officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult for a shareholder 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 that your rights have been infringed under the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc., located at 10 E. 40th 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.

Conyers Dill & Pearman, our legal counsel as to Cayman Islands law, and JunHe LLP, our legal counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

• 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

• 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.

We have been advised by our Cayman Islands legal counsel, Conyers Dill & Pearman, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the United Courts against our company under which a sum of

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money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the Cayman Islands, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

JunHe LLP 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 the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us 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 would be difficult for foreign shareholders to establish sufficient nexus to the PRC by virtue only of holding our ADSs or Class A ordinary shares.

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CORPORATE HISTORY AND STRUCTURE

We began our operation through Qingke Fashion Life Service Co., Ltd., or Q&K Fashion, which was established on November 8, 2007 by certain individuals related to our founder and CEO, Mr Guangjie Jin, who transferred all voting rights to Mr. Guangjie Jin by proxy agreements. We substantially commenced our apartment rental business in 2012. During the period from 2007 to 2014, Q&K Fashion undertook several rounds of equity financing in the PRC. Mr. Guangjie Jin held more than 50% controlling interests over Q&K Fashion since the date of its incorporation.

On August 2, 2013, Q&K Fashion incorporated Shanghai Qingke E-commerce Co., Ltd, or Q&K E-Commerce. On March 17, 2015, Q&K E-commerce incorporated Shanghai Qingke Equipment Rental Co., Ltd., or Q&K Equipment Rental. From 2013 to 2015, Q&K Fashion transferred all of its shareholding over Q&K E-commerce to several investors and our founder and CEO, Mr Guangjie Jin, allowing the latter to obtain control through majority equity ownership.

To facilitate financing and offshore listing, we underwent a series of reorganization, or the Reorganization as follows. We incorporated Q&K International Group Limited in the Cayman Islands as our offshore holding company in August 2014. In April 2015, Shanghai Qingke Investment Consulting Co., Ltd., or Q&K Investment Consulting, was incorporated as Q&K International Group Limited’s wholly-owned subsidiary in the PRC. Shortly thereafter, Q&K International Group Limited issued ordinary shares to the offshore entities designated by then shareholders of Q&K Fashion in proportion to these shareholders’ then shareholding percentage in Q&K Fashion. In April 2015, Q&K Investment Consulting entered into a series of contractual arrangements with Q&K E-Commerce (which became our variable interest entity, or VIE), Guangjie Jin, Bing Xiao, and Xiamen Siyuan Investment Management Co., Ltd. The contract arrangements enable us to obtain control over the VIE and its subsidiaries. The contractual arrangements consist of shareholder voting proxy agreements and powers of attorney, exclusive technology service agreement, exclusive option agreement, equity interest pledge agreement and spousal consent letter. See “—Contractual Arrangements with the VIE and its Shareholders” for details. In the meantime, Q&K Fashion transferred all its net assets to Q&K Equipment Rental, a subsidiary of our VIE. Both Q&K International Group Limited and Q&K Fashion were controlled by Mr. Guangjie Jin before and after the Reorganization, and therefore we consider the Reorganization as a reorganization of entities under common control.

Due to PRC legal restrictions on foreign ownership and investment in value-added telecommunications services, and Internet content provision services in particular, we currently conduct our value-added telecommunication services business through Q&K E-Commerce, which we effectively control through a series of contractual arrangements. The contractual arrangements between Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce allow us to:

• exercise effective control over Q&K E-Commerce and its subsidiaries;

• receive substantially all of the economic benefits of Q&K E-Commerce and its subsidiaries; and

• have an exclusive option to purchase all or part of the equity interests and assets in Q&K E-Commerce when and to the extent permitted by PRC law.

For more details, see “—Contractual Arrangements with the VIE and its Shareholders.” As a result of these contractual arrangements, we have effective control over, and are the primary beneficiary of, Q&K E-Commerce and its subsidiaries and other consolidated entities and therefore treat them as our consolidated affiliated entities under U.S. GAAP and have consolidated their financial results in our consolidated financial statements in accordance with U.S. GAAP.

In November 2015, we effected a one-for-ten share split of our ordinary shares and preferred shares.

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The chart below summarizes our corporate structure and identifies our principal subsidiaries and other consolidated entities as of the date of this prospectus:

(1) Guangjie Jin, Xiamen Siyuan Investment Co., Ltd. and Bing Xiao are beneficial owners of the shares of Q&K E-Commerce, who hold 74.5%, 15.0% and 10.5% equity interests in Q&K E-Commerce, respectively.

(2) The remaining minority interests are ultimately owned by Mr. Guangjie Jin.

(3) The remaining minority interests are owned by third parties.

We conduct substantially all our operations in Shanghai, Suzhou, Hangzhou, Nanjing, Wuhan, Beijing and Jiaxing through 11 subsidiaries and other consolidated entities incorporated in the respective cities and provinces. Among others:

• Shanghai Qingke Public Rental Housing Leasing Management Co., Ltd. and its subsidiary primarily focus on the apartment renovation and the procurement of furniture, appliances and other equipment in relation to our apartment rental service.

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• Shanghai Qingke Trade Co., Ltd. primarily focuses on the operation of Qingke Select.

• Shanghai Qingke Creative Industry Supporting Property Management Co., Ltd and its subsidiary primarily focus on sourcing apartment units in Shanghai.

Contractual Arrangements with the VIE and its Shareholders

Agreements that Provide Us with Effective Control over the VIE

Equity Pledge Agreement

Q&K Investment Consulting, Q&K E-Commerce, and the shareholders of Q&K E-Commerce entered into an equity pledge agreement on April 21, 2015. We have completed the registration of the equity pledge with the relevant office of the Administration for Industry and Commerce in accordance with PRC Property Rights Law on April 30, 2015. Pursuant to the equity pledge agreement and upon the completion of the equity pledge registration, each shareholder of Q&K E-Commerce has pledged all of its equity interest in Q&K E-Commerce to Q&K Investment Consulting to guarantee the performance by such shareholder and Q&K E-Commerce of their respective obligations under the exclusive technology service agreement, shareholder voting proxy agreements, powers of attorney and exclusive option agreement as well as their respective liabilities arising from any breach. If Q&K E-Commerce or any of its shareholders breaches any obligations under these agreements, Q&K Investment Consulting, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. Each of the shareholders of Q&K E-Commerce agrees that before its obligations under the contractual arrangements are discharged, he or she will not dispose of the pledged equity interests, create or allow any encumbrance on the pledged equity interests, or take any action which may result in any change of the pledged equity that may have material adverse effects on the pledgee’s rights under this agreement without the prior written consent of Q&K Investment Consulting. The equity pledge agreement will remain effective until Q&K E-Commerce and its shareholders discharge all their obligations under the contractual arrangements.

Shareholder Voting Proxy Agreement

Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce entered into a shareholder voting proxy agreement on April 21, 2015. Pursuant to the voting proxy agreement, each shareholder of Q&K E-Commerce irrevocably authorizes any person(s) designated by Q&K Investment Consulting to act as his or her attorney-in-fact to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in Q&K E-Commerce, such as the right to appoint or remove directors, supervisors and officers, as well as the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder. The shareholder voting proxy agreement will remain in force unless Q&K Investment Consulting gives out any instruction in writing or otherwise.

Spousal Consent Letter

The spouse of Bing Xiao signed a spousal consent letter on April 14, 2015. Bing Xiao holds 10.47% equity interest in Q&K E-Commerce. Under the spousal consent letter, the signing spouse unconditionally and irrevocably agreed, that she was aware of the disposal of Q&K E-Commerce shares held by Bing Xiao in the abovementioned exclusive option agreement, equity pledge agreement, shareholder voting proxy agreement and power of attorney. The signing spouse confirmed not having any interest in the Q&K E-Commerce shares and committed not to impose any adverse assertions upon those shares. The signing spouse further confirmed that her consent and approval are not needed for any amendment or termination of the abovementioned agreements and committed that she shall take all necessary measures needed for the performance of those agreements.

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Agreement that Allows Us to Receive Economic Benefits from the VIE

Exclusive Technology Service Agreement

Q&K Investment Consulting and Q&K E-Commerce entered into an exclusive technology service agreement on April 21, 2015. Pursuant to this agreement, Q&K Investment Consulting or its designated party has the exclusive right to provide Q&K E-Commerce with consulting, software and technology services. Without Q&K Investment Consulting’s prior written consent, Q&K E-Commerce shall not accept any technical support and services covered by this agreement from any third party. Q&K E-Commerce agrees to pay service fees equivalent to no less than 100% of its annual net profit. Q&K E-Commerce also agrees to pay service fees for any specific technology service and consultation service rendered by Q&K Investment Consulting at Q&K E-Commerce’s request from time to time. Q&K Investment Consulting owns the intellectual property rights arising out of the provisions of services under this agreement. Unless terminated mutually, this agreement will remain effective for twenty years. This agreement will be automatically renewed for another ten years, unless there is any written objection rendered 30 days prior to its expiry.

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

Exclusive Option Agreement

Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce entered into an exclusive option agreement in 2015. Pursuant to the exclusive option agreement, Q&K E-Commerce and its shareholders have irrevocably granted Q&K Investment Consulting or any third party designated by Q&K Investment Consulting an exclusive option to purchase all or part of their respective equity interests in Q&K E-Commerce. The purchase price shall be the lower of (i) the amount that the shareholders contributed to Q&K E-Commerce as registered capital for the equity interests to be purchased, or (ii) the lowest price permitted by applicable PRC law. The shareholders of Q&K E-Commerce irrevocably agree that if such price is lower than what is allowed by PRC law, the purchase price should be equal to the lowest price allowed by PRC law. Q&K E-Commerce or its shareholders will repay Q&K Investment Consulting or any third party designated by Q&K Investment Consulting the purchase price within ten business days after Q&K E-Commerce or its shareholders receives such purchase price. In addition, Q&K E-Commerce granted Q&K Investment Consulting an exclusive option to purchase, or have its designated entity or person, to purchase, at its discretion, to the extent permitted under PRC law, all or part of Q&K E-Commerce’s assets at the net book value of the transferred assets, or the lowest price permitted by applicable PRC law if the latter is higher than the relevant net book value.

Q&K Investment Consulting may transfer any of its right or obligations under this agreement to a third party after notifying Q&K E-Commerce and its shareholders. Without Q&K Investment Consulting’s prior written consent, the shareholders of Q&K E-Commerce shall not, among other things, amend its articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on its assets, business or revenue outside the ordinary course of business, enter into any material contract, merge with any other persons or make any investments, distribute dividends, or enter into any transactions which have material adverse effects on its business. The shareholders of Q&K E-Commerce also undertake that they will not transfer, pledge, or otherwise dispose of their equity interests in Q&K E-Commerce to any third party or create or allow any encumbrance on their equity interests. This agreement will remain effective until Q&K Investment Consulting or any third party designated by Q&K Investment Consulting has acquired all equity interest of Q&K E-Commerce from its shareholders.

In the opinion of JunHe LLP, our PRC legal counsel:

• the ownership structures of Q&K Investment Consulting and Q&K E-Commerce, both currently and immediately after giving effect to this offering, will not result in any violation of applicable PRC laws or regulations currently in effect; and

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• the contractual arrangements among Q&K Investment Consulting, Q&K E-Commerce, the shareholders of Q&K E-Commerce governed by PRC law both currently and immediately after giving effect to this offering are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to or otherwise different from the above opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide. If the PRC government finds that the agreements that establish the structure for the operation of Q&K E-Commerce do not comply with PRC government restrictions on foreign investment in our businesses, we could be subject to severe penalties including being prohibited from continuing operations. See “Risk Factors—Risks Related to Our Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our variable interest entity 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” and “Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us” for more details.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated statements of comprehensive loss data and selected consolidated cash flows data for FY 2017 and FY 2018, and selected consolidated balance sheets data as of September 30, 2017 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated statements of comprehensive loss data and selected consolidated cash flows data for the nine months ended June 30, 2018 and 2019, and selected consolidated balance sheet data as of June 30, 2019 have been derived from our unaudited interim 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 do not necessarily indicate results expected for any future periods. You should read this Selected Consolidated Financial and Operating Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

										Nine months ended June 30,
	FY 2017			FY 2018						2018			2019
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except for share and per share data)
Selected Consolidated Statements of Comprehensive Loss Data:
Net revenues:
Rental service revenue		508,910			796,940			116,087			538,652			792,746			115,476
Value-added services and others		13,827			92,997			13,547			54,372			105,192			15,323
Total net revenues		522,737			889,937			129,634			593,024			897,938			130,799
Operating costs and expenses:
Operating cost		(547,618	)		(897,959	)		(130,802	)		(601,906	)		(959,080	)		(139,706	)
Selling and marketing expenses		(42,008	)		(117,826	)		(17,163	)		(75,462	)		(102,111	)		(14,874	)
General and administrative expenses		(34,353	)		(84,953	)		(12,375	)		(57,774	)		(76,037	)		(11,076	)
Research and development expenses		(44,160	)		(51,947	)		(7,567	)		(38,145	)		(38,380	)		(5,591	)
Pre-operation expenses		(19,934	)		(117,107	)		(17,059	)		(88,963	)		(37,066	)		(5,399	)
Impairment loss		(22,750	)		(50,614	)		(7,373	)		(20,554	)		(33,396	)		(4,865	)
Other income (expense), net		(1,460	)		4,034			588			1,129			460			67
Total operating costs and expenses		(712,283	)		(1,316,372	)		(191,751	)		(881,675	)		(1,245,610	)		(181,444	)
Loss from operations		(189,546	)		(426,435	)		(62,117	)		(288,651	)		(347,672	)		(50,645	)
Interest income (expense), net		(50,136	)		(77,167	)		(11,241	)		(55,896	)		(67,907	)		(9,892	)
Foreign exchange gain (loss)		3			(91	)		(13	)		(91	)		(960	)		(140	)
Fair value change of contingent earn-out liabilities		(5,165	)		6,164			898			23,398			43,378			6,319
Loss before income taxes		(244,844	)		(497,529	)		(72,473	)		(321,240	)		(373,161	)		(54,358	)
Income tax expense		(596	)		(2,393	)		(349	)		(2,376	)		(40	)		(6	)
Net loss		(245,440	)		(499,922	)		(72,822	)		(323,616	)		(373,201	)		(54,364	)
Less: net income (loss) attributable to noncontrolling interests		35			(63	)		(9	)		(48	)		(75	)		(11	)
Net loss attributable to Q&K International Group Limited		(245,475	)		(499,859	)		(72,813	)		(323,568	)		(373,126	)		(54,353	)
Deemed dividend		(58,763	)		(135,547	)		(19,745	)		(91,826	)		(185,131	)		(26,967	)
Net loss attributable to ordinary shareholders		(304,238	)		(635,406	)		(92,558	)		(415,394	)		(558,257	)		(81,320	)

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The following table presents our selected consolidated balance sheets data as of September 30, 2017 and 2018 and June 30, 2019:

	As of September 30,									As of June 30, 2019
	2017			2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Selected Consolidated Balance Sheets Data:
Assets
Current assets:
Cash and cash equivalents		365,115			103,752			15,113			342,187			49,845
Restricted cash		2,000			15,000			2,185			108,434			15,795
Accounts receivable (net of allowance)		314			475			73			998			149
Amounts due from related parties		12,541			22,505			3,278			7,427			1,082
Prepaid rents and deposit		92,687			170,683			24,863			137,864			20,082
Advance to suppliers		27,270			17,079			2,488			62,116			9,048
Other current assets		42,118			118,445			17,253			120,353			17,531
Total current assets		542,045			447,939			65,253			779,379			113,532
Non-current assets:
Property and equipment—net		578,331			1,320,822			192,399			1,244,034			181,214
Intangible assets—net		1,714			1,232			179			703			102
Land use rights		11,307			11,021			1,605			10,806			1,574
Other assets		201			389			57			261			38
Total assets		1,133,598			1,781,403			259,493			2,035,183			296,460
Liabilities and equity:
Current liabilities		1,173,179			1,969,883			286,947			1,720,125			250,566
Non-current liabilities		386,389			590,654			86,038			983,207			143,221
Total liabilities		1,559,568			2,560,537			372,985			2,703,332			393,787
Total mezzanine equity		368,546			644,043			93,816			1,303,227			189,836
Total Q&K International Group Limited shareholders’ deficit		(812,351	)		(1,440,949	)		(209,897	)		(1,981,073	)		(288,576	)
Noncontrolling interest		17,835			17,772			2,589			9,697			1,413
Total shareholders’ deficit		(794,516	)		(1,423,177	)		(207,308	)		(1,971,376	)		(287,163	)
Total liabilities, mezzanine equity and shareholders’ deficit		1,133,598			1,781,403			259,493			2,035,183			296,460

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The following table presents our selected consolidated cash flow data for FY 2017, FY 2018 and the nine months ended June 30, 2018 and 2019:

	FY 2017			FY 2018						Nine months ended June 30,
										2018			2019
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Selected Consolidated Cash Flow Data:
Net cash used in operating activities		(43,589	)		(117,048	)		(17,051	)		(98,063	)		(55,689	)		(8,113	)
Net cash used in investing activities		(285,518	)		(674,298	)		(98,223	)		(482,311	)		(287,707	)		(41,909	)
Net cash provided by financing activities		649,451			539,528			78,591			514,351			675,386			98,379
Effect of foreign exchange rate changes		(238	)		3,455			505			(484	)		(121	)		(15	)
Net increase (decrease) in cash, cash equivalents and restricted cash		320,106			(248,363	)		(36,178	)		(66,507	)		331,869			48,342
Cash, cash equivalents and restricted cash at the beginning of the period		47,009			367,115			53,476			367,115			118,752			17,298
Cash, cash equivalents and restricted cash at the end of the period		367,115			118,752			17,298			300,608			450,621			65,640

Non-GAAP Financial Measures

We use EBITDA and adjusted EBITDA, non-GAAP financial measures, as supplemental measures in evaluating and assessing our operating results.

EBITDA represents our net loss before (i) interest income (expense), net, (ii) income tax, and (iii) depreciation and amortization. Adjusted EBITDA represents our net loss before (i) interest income (expense), net, (ii) income tax, (iii) depreciation and amortization, (iv) impairment loss, (v) fair value change of contingent earn-out liabilities, and (vi) share-based compensation.

We believe that EBITDA and adjusted EBITDA help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in net loss. For example, we excluded the impact of fair value change of contingent earn-out liabilities. We recorded such contingent earn-out liabilities related to the EBITDA feature of series C and series C-1 preferred shares at fair value and re-measured it at each period-end, with the changes in the fair value recorded as an adjustment to the earnings. However, if we successfully complete a qualified IPO by December 31, 2019, the contingent earn-out liability will be extinguished.

EBITDA and adjusted EBITDA should not be considered in isolation or construed as alternatives to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measure. EBITDA and adjusted EBITDA presented here may not be comparable to similarly titled measure presented by other companies. In addition, EBITDA and adjusted EBITDA have certain limitations as an analytical tool. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more details.

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The table below sets forth a reconciliation of our net loss to adjusted EBITDA and adjusted EBITDA from available rental units for the periods indicated:

	FY 2017						FY 2018									Nine months ended June 30,
																2018						2019
	RMB			% of total net revenues			RMB			US$			% of total net revenues			RMB			% of total net revenues			RMB			US$			% of total net revenues
	(in thousands, except for percentages)
Net Loss		(245,440	)		(47.0	)		(499,922	)		(72,822	)		(56.2	)		(323,616	)		(54.6	)		(373,201	)		(54,364	)		(41.6	)
Add/(less):
Interest income (expense), net		50,136			9.6			77,167			11,241			8.7			55,896			9.4			67,907			9,892			7.6
Income tax expense		596			0.1			2,393			349			0.3			2,376			0.4			40			6			0.0
Depreciation and amortization		101,786			19.5			152,311			22,187			17.1			103,736			17.5			159,180			23,187			17.7
EBITDA		(92,922	)		(17.8	)		(268,051	)		(39,045	)		(30.1	)		(161,608	)		(27.3	)		(146,074	)		(21,279	)		(16.3	)
Add:
Impairment loss		22,750			4.4			50,614			7,373			5.7			20,554			3.5			33,396			4,865			3.7
Fair value change of contingent earn-out liabilities(1)		5,165			1.0			(6,164	)		(898	)		(0.7	)		(23,398	)		(3.9	)		(43,378	)		(6,319	)		(4.8	)
Share-based compensation		775			0.1			2,252			328			0.3			2,252			0.4			8,173			1,191			0.9
Adjusted EBITDA(2)		(64,232	)		(12.3	)		(221,349	)		(32,242	)		(24.8	)		(162,200	)		(27.3	)		(147,883	)		(21,542	)		(16.5	)

(1) relating to our contingent earn-out liabilities to series C and C-1 preferred shareholders.

(2) Includes lease cost of RMB40,252 thousand, RMB192,877 thousand (US$28,096 thousand), RMB133,031 thousand, and RMB44,615 thousand (US$6,499 thousand) in FY 2017, FY 2018 and the nine months ended June 30, 2018 and June 30, 2019, respectively, for which we record, but do not pay, rent in the current period.

Our landlords typically offer a 90-160-day rent-free period at the beginning of the lease, in which we have possession of the rental apartments but are not required to pay any cash lease costs, and we use the rent-free period to renovate the rental apartments. This is a common arrangement in our industry. Additionally, we pay a fixed rent to our landlords typically with an approximately 5% annual, non-compounding increase after the first three years of the lease term. Under U.S. GAAP, we are required to record rent-free periods and lease cost escalations on a straight-line basis over the term of the lease. In other words, we are required to record the total of all payments due under the lease evenly over the period of the lease, regardless of what our cash lease cost obligations may be in a particular period.

Selected Operating Data

The table below sets forth our key operating data as of September 30, 2017 and 2018 and June 30, 2018 and 2019:

	As of September 30,				As of June 30,
	2017		2018		2018		2019
Number of apartments contracted		14,616		29,129		25,472		29,655
Number of available apartments		13,288		25,698		22,394		28,819
Number of rental units contracted		48,410		96,529		83,227		97,621
Number of rental units under renovation		4,211		12,581		8,914		767
Number of available rental units		44,199		83,948		74,313		96,854
Number of occupied rental units		40,890		77,266		68,249		93,331
Number of vacant available rental units		3,309		6,682		6,064		3,523

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The table below sets forth the numbers of available rental units as of September 30, 2017 and 2018 and June 30, 2018 and 2019:

	As of September 30,				As of June 30,
	2017		2018		2018		2019
Shanghai		39,187		58,769		55,167		62,719
Suzhou		3,708		8,377		6,920		10,430
Hangzhou		1,300		10,675		8,522		14,098
Nanjing		4		3,975		2,428		5,551
Wuhan		—		1,840		1,039		3,648
Beijing		—		312		237		408

The table below sets forth our key operating data for FY 2017, FY 2018 and the nine months ended June 30, 2018 and 2019:

					Nine months ended June 30,
	FY 2017		FY 2018		2018		2019
Gross rental value (RMB in thousands)
before discount for rental prepayment		570,137		858,257		582,299		847,164
after discount for rental prepayment		508,910		796,940		538,652		792,746
Period-average occupancy rate (%)		89.0		91.6		91.7		90.6
Average monthly rental (RMB)
before discount for rental prepayment		1,299		1,272		1,279		1,149
after discount for rental prepayment		1,160		1,180		1,183		1,075
Rental spread margin (%)
before discount for rental prepayment		33.9		30.7		30.7		25.1
after discount for rental prepayment		26.0		25.3		25.1		20.0
Average renovation cost per rental unit (RMB)		20,069		19,783		19,667		14,747

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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

We are a leading technology-driven long-term apartment rental platform in China, offering young, emerging urban residents conveniently-located, ready-to-move-in, and affordable branded apartments as well as facilitating a variety of value-added services. We are one of the pioneers in providing branded rental apartments in China. Under our dispersed lease-and-operate model, we lease apartments from landlords and transform these apartments, mostly from bare-bones condition, into standardized furnished rooms to lease to people seeking affordable residence in cities, following an efficient, technology-driven business process. We grew significantly at 114.4% CAGR from 940 available rental units in Shanghai as of December 31, 2012, the year when we started substantial operation, to 91,234 available rental units across six cities in China as of December 31, 2018. We achieved average month-end occupancy rates of 91.6% and 92.4% in 2017 and 2018, respectively, the highest among major dispersed long-term apartment rental brands in China, according to China Insights Consultancy.

We strategically focus on sourcing apartments under the dispersed model in relatively inexpensive yet convenient locations, typically near subway stations, to provide our tenants value for money. We do not own our rental apartments but lease them from our landlords under long-term leases. Our leases with landlords usually provide for a minimum term of five to six years, or lease-in contract lock-in period, and can be extended for up to two to three years. As of December 31, 2018, our average lease-in contract lock-in period was 63.3 months, the longest among major dispersed long-term apartment rental operators in China, according to China Insights Consultancy. We generally lock in our lease-in cost for the first three years, with an approximately 5% annual, non-compounding increase for the rest of the lease term. During the lease-in contract lock-in period, neither landlords nor us may terminate the lease without paying a penalty equal to the rentals for the remaining lease-in contract lock-in period. For leases with landlords entered into in April 2019 or after, if the monthly rentals (after discount for rental prepayment) that we receive from tenants are lower than our monthly rental to landlords for six consecutive months, we have the right to renegotiate for a lower monthly rental to landlords or terminate the relevant leases with landlords. We typically convert a leased-in apartment to add an additional bedroom, or the N+1 model, and rent each bedroom separately to individual tenants after standardized decoration and furnishing. Each of our rental apartments typically has three rental units. Our leases with tenants typically have a contracted lease term of 26 months. In the nine months ended June 30, 2019, the average lock-in period of our terminated leases with tenants was 11.7 months, and 68.3% of these leases with tenants had a lock-in period of 12 months or more. In the same period, 47.3% of our terminated leases with tenants were terminated before the expiration of the applicable lock-in period. If a tenant chooses to terminate the lease during the lock-in period, except for termination during the first week of the lease, the tenant’s security deposit will be forfeited. After the lock-in period, the tenant may terminate the lease anytime without penalty. In 2018, tenants, on average, stayed in our rental units for 8.5 months, the longest among major dispersed long-term apartment rental operators in China, according to China Insights Consultancy. In the nine months ended June 30, 2019, tenants on average stayed in our rental units for 7.7 months.

We apply technology in every step of our operational process from apartment sourcing, renovation, and tenant acquisition, to property management. This enables us to operate a large, dispersed and fast-growing portfolio of apartments with high operational efficiency, delivering superior user experience. Our focus on technologies has enabled us to operate efficiently and grow rapidly while maintaining quality control.

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We cooperate with third parties, including professional home service providers, e-commerce companies and other service providers to facilitate a wide array of value-added services for our tenants. These include broadband internet and utilities. In addition, we recently launched Qingke Select, a membership-based new retail platform. These initiatives cater to tenants’ lifestyle demand and help them live more conveniently and comfortably. This, in turn, helps improve our brand loyalty and revenue per tenant. Revenue from value-added services and others as a percentage of our net revenues increased from 2.6% in FY 2017 to 10.4% in FY 2018, and further to 11.7% in the nine months ended June 30, 2019.

We also cooperate with financial institutions to facilitate rental installment loans for our tenants in need. Our tenants can, but are not obligated to, apply for rental installment loans from our cooperative partners to prepay rental for certain lease period and enjoy rental discount for the rental prepayment. Approved loan proceeds covering up to 24 months’ rentals are transferred to our account at the inception of the lease. We typically pay the monthly interest on the rental installment loans to our financial institution partners for our tenants, and provide guarantee. We may also provide additional credit enhancement in the form of security deposits, usually no more than 5% of the total outstanding loan balance with the relevant financial institutions, with respect to our tenants’ repayment of the loans. When a lease is terminated, either by the tenant or by us, we are typically required to return, in a lump sum, the outstanding portion of the rental installment loan. The amount represents the rental for the remaining lease term (net of the discount for rental prepayment) and we are required to deposit it into the tenant’s designated account at the financial institution partner within a prescribed period of time, ranging from 0 to 31 days after the termination, which will then be immediately deducted by the financial institution partner from such account. The proceeds from rental installment loans have helped us finance our capital expenditure on decorating and furnishing newly sourced apartments. As of June 30, 2019, we cooperated with 11 financial institutions to finance rental installment loans, and the rental payment of 65.2% of our occupied rental units had been financed by these rental installment loans.

As a result of our efficient and scalable business model, we have achieved rapid growth. In FY 2017 and FY 2018, we recorded net revenues of RMB522.7 million and RMB889.9 million (US$129.6 million), respectively, with a year-over-year growth of 70.3%. In the nine months ended June 30, 2018 and 2019, we recorded net revenues of RMB593.0 million and RMB897.9 million (US$130.8 million), respectively, with a period-over-period growth of 51.4%. In FY 2017 and FY 2018, our net loss was RMB245.4 million and RMB499.9 million (US$72.8 million), respectively, our EBITDA was negative RMB92.9 million and negative RMB268.1 million (US$39.0 million), respectively, and our adjusted EBITDA was negative RMB64.2 million and negative RMB221.3 million (US$32.2 million), respectively. In the nine months ended June 30, 2018 and 2019, our net loss was RMB323.6 million and RMB373.2 million (US$54.4 million), respectively, our EBITDA was negative RMB161.6 million and negative RMB146.1 million (US$21.3 million), respectively, and our adjusted EBITDA was negative RMB162.2 million and negative RMB147.9 million (US$21.5 million), respectively.

Key Factors Affecting Our Results of Operations

General Factors Affecting Our Results of Operations

Our results of operations are subject to general economic conditions and conditions affecting China’s real estate industry, in particular the apartment rental industry, which include, among others:

Changes in the National, Regional or Local Economic Conditions and Outlook in China

We target young people including recent college graduates, entry level white collar workers and industry workers in cities with strong economic growth, net inflow of people, rapid urban development and favorable policies supporting the development of the apartment rental market. Our occupancy levels and rental rates mainly depend on the demands from our target population in our target markets. Changes in national, regional or local economic conditions in China, including urbanization rates and employment rates in our target markets may materially affect demand for our apartments and services, and as a result, our business, financial condition and results of operations.

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Our costs and expenses may also be affected by China’s inflation level. We may not be able to pass on increased costs to our tenants.

Government Policies and Regulations in China

Our business and results of operations can be significantly affected by PRC laws, regulations and policies, particularly those relating to the real estate industry. We have benefited in recent periods from certain favorable policies for the apartment rental industry, including:

• stringent home-buying requirements in top tier cities in China, which have made it more difficult to purchase apartments, particularly for our target customers; and

• favorable policies to incentivize and support the growth of the apartment rental sector.

The PRC laws, regulations and policies concerning the apartment rental industry are developing and evolving. New laws, regulations and policies may increase our compliance cost, and require adjustments to our business model. For additional information, please refer to “Regulations—Regulations Relating to Residential Tenancy” and “—Regulations Relating to Leasing.”

The Competitive Landscape of China’s Long-Term Apartment Rental Market

China’s long-term apartment rental market is highly competitive. Our competitors include other branded apartment operators and apartment owners who rent their apartments to tenants directly or through real estate agencies. In addition, in response to increased cooling measures on housing sales, real estate developers may also pivot into standardized rental market.

Specific Factors Affecting Our Results of Operations

Our results of operations are also affected by company-specific factors, including, among others:

• Our ability to expand our apartment network;

• Our ability to maintain and increase occupancy level and rental rate;

• Our ability to control operating costs and expenses and improve operational efficiency;

• Our ability to manage upfront capital outlay and expansion cost; and

• Seasonality.

Our Ability to Expand Our Apartment Network

Our growth is impacted by our ability to expand our apartment network. We strategically select apartments in relatively inexpensive yet convenient locations, typically near subway stations in metropolitan areas. These locations provide tenants with convenient access to an entire city, including major business districts and commercial centers, and hence have strong demand potential and ample room for rental increase. Our ability to identify and source apartments that meet our strategic and financial return criteria is, in turn, impacted by, among others, the availability of, and competition for, our target apartments, as well as the efficiency of our sourcing staff.

As we expand the geographic coverage of our apartment network, we believe we will benefit from enhanced brand recognition and economies of scale. For example, as we expand and our reputation grows, an increasing number of landlords no longer require us to pay security deposits. We are also able to bulk purchase directly from manufacturers at competitive prices as we scale up.

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Our Ability to Maintain and Increase Occupancy Level and Rental Rate

Our rental service revenues are affected by our occupancy level and rental rates. Our occupancy level mainly depends on the locations of our rental units, affordability of our rentals, including rental discounts and other promotions we offer, and the effectiveness of our sales and marketing efforts. In addition, as we expand into new geographic regions, it takes time to ramp up the occupancy rate to our target levels. Leveraging our standardized and replicable sourcing and pricing systems, we were able to reduce the ramp-up time as we expand to other cities. For example, it took us eight months to ramp up the month-end occupancy rate in Hangzhou to above 90%, while it took us only four months to ramp up the month-end occupancy rate to above 90% when we expanded to Wuhan subsequently.

Our rental rate is primarily affected by the supply and demand dynamics in the rental markets where we operate. We apply Smart Pricing System to price our apartments through an automated, dynamic process, which takes into account data points including rent-in cost, decoration cost, historical transaction data (e.g., price and occupancy rate), demand seasonality, our target occupancy rates, and market prices for nearby apartments in similar conditions.

Our Ability to Control Operating Costs and Expenses and Improve Operational Efficiency

Rental cost represents our largest operating costs and expenses. We typically lock in our rental cost for the first three years, with approximately 5% annual, non-compounding increase for the rest of the lease term.

We also incur substantial operating expenses, including those for apartment sourcing, marketing, leasing, after-lease maintenance and research and development. In addition, as we expand into new regions, we incur substantial upfront operating expenses for market research, establishing logistics and supply chain and other supporting functions, and building our brand name. We have been improving, and intend to continue to improve, our operational efficiency through our end-to-end, technology-driven operational and management systems. For example, when we expand into a new city, our Smart Pricing System is replicable with some adjustments in parameters, enabling faster expansion at a lower cost. In terms of apartment renovation, our project management system enables modularization, standardization and digitization of the renovation process, which allows us to efficiently manage a fast-growing number of suppliers and contractors and streamline our decoration and renovation process. Each of our construction managers managed on average 159.9 rental units under construction in the nine months ended June 30, 2019, compared to 152.8 in FY 2018 and 122.2 in FY 2017. We conduct the majority of our marketing and leasing processes and handle after-rent services and property maintenance requests online, which helps to improve efficiency. The average number of rental units managed by each of our apartment managers increased from 74.8 in FY 2017 to 79.6 in FY 2018, and further to 114.5 in the nine months ended June 30, 2019.

Our Ability to Manage Upfront Capital Outlay and Expansion Cost

We utilize a lease-and-operate model. Under this model, we incur substantial capital outlay, including for apartment sourcing, renovation, and prepayment of a few months’ rentals to landlords. We finance our capital outlay primarily from tenants’ rental prepayments. Tenants who prepay at least six months’ rental can enjoy a 5% rental discount, and tenants who prepay at least 12 months’ rental can enjoy a 10% rental discount (subject certain limits) for the lock-in period. Our rental service revenues are net of these discounts. In addition, we pay interest on rental installment loans for our tenants. Our results of operations, therefore, are significantly affected by our ability to finance the capital outlay for our expansion economically, reducing our reliance on tenant’s rental prepayment. In August 2018, we started to cooperate with a rental service company owned by a bank for apartment sourcing and renovation. Under this model for certain newly sourced apartments, we continue to be responsible for the entire operating process, including identifying potential apartments for rent, rental pricing and procuring and paying for apartment renovation. Once we have finished the renovation, the rental service company reimburses us for our costs incurred for the renovation. We make payments to the rental service

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company in installments equal to the reimbursed renovation costs plus interest and tax over a period of five years. At the end of the five-year period, the ownership of the renovation will be transferred to us. Under this arrangement, we also sell leasehold improvements and furniture, fixtures and equipment of certain existing apartments to the rental service company at carrying value and simultaneously lease them back. The model has provided us with a stable source of lower-cost capital to finance apartment sourcing and renovation, compared to the tenant rental prepayment model.

Since February 2019, we have started to source decorated and furnished apartments from landlords thus compared to sourcing bare-bones apartments, substantially reducing our upfront capital outlay for apartment renovation, while still adding an additional bedroom.

Seasonality

Our operating results have been, and may continue to be subject to, seasonality. Our occupancy and revenues were generally higher during the three months ended September 30 of each year, as many students search for apartments in cities where they are employed after graduation. In addition, during and around the Chinese New Year holidays, which usually fall in January or February, people are less likely to move into new apartments or stay in rented apartments. As a result, our occupancy and revenues were generally lower for the three months ended March 31 of each year, despite the rebound in March from higher demand as labor forces come back to cities in search of jobs after the Chinese New Year.

Key Operating Metrics

We regularly review a number of operating metrics to evaluate our business, measure our performance, identify trends affecting our business, establish budgets, measure the effectiveness of sales and marketing, and assess our operational efficiencies.

The table below sets forth our key operating data as of September 30, 2017 and 2018 and June 30, 2018 and 2019:

	As of September 30,				As of June 30,
	2017		2018		2018		2019
Number of apartments contracted		14,616		29,129		25,472		29,655
Number of available apartments		13,288		25,698		22,394		28,819
Number of rental units contracted		48,410		96,529		83,227		97,621
Number of rental units under renovation		4,211		12,581		8,914		767
Number of available rental units		44,199		83,948		74,313		96,854
Number of occupied rental units		40,890		77,266		68,249		93,331
Number of vacant available rental units		3,309		6,682		6,064		3,523

The table below sets forth the numbers of available rental units as of September 30, 2017 and 2018 and June 30, 2018 and 2019:

	As of September 30,				As of June 30,
	2017		2018		2018		2019
Shanghai		39,187		58,769		55,167		62,719
Suzhou		3,708		8,377		6,920		10,430
Hangzhou		1,300		10,675		8,522		14,098
Nanjing		4		3,975		2,428		5,551
Wuhan		—		1,840		1,039		3,648
Beijing		—		312		237		408

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The table below sets forth our key operating data for FY 2017, FY 2018 and the nine months ended June 30, 2018 and 2019:

	FY 2017		FY 2018		Nine months ended June 30,
					2018		2019
Gross rental value (RMB in thousands)
before discount for rental prepayment		570,137		858,257		582,299		847,164
after discount for rental prepayment		508,910		796,940		538,652		792,746
Period-average occupancy rate (%)		89.0		91.6		91.7		90.6
Average monthly rental (RMB)
before discount for rental prepayment		1,299		1,272		1,279		1,149
after discount for rental prepayment		1,160		1,180		1,183		1,075
Rental spread margin (%)
before discount for rental prepayment		33.9		30.7		30.7		25.1
after discount for rental prepayment		26.0		25.3		25.1		20.0
Average renovation cost per rental unit (RMB)		20,069		19,783		19,667		14,747

Gross Rental Value, Numbers of Apartments and Rental Units Contracted, Numbers of Available Apartments and Rental Units, and Number of Occupied Rental Units

Gross rental value, number of apartments contracted and number of rental units contracted, number of available apartments and number of available rental units are important operating measures by which we evaluate and manage the scale of our business and growth. Gross rental value after discount for rental prepayment refers to the total rental we receive from our tenants for a period, net of value-added tax. Gross rental value before discount for rental prepayment refers to the total rental we receive from our tenants for a period, net of value-added tax, after adding back any discount for rental prepayment.

Our gross rental value before discount for rental prepayment is affected by the number of our available rental units, occupancy rate, and rental rates. Our gross rental value after discount for rental prepayment is further affected by the rental prepayment discount we grant to tenants, which is in turn affected by our financing strategies. Our gross rental value both before and after discount for rental prepayment increased from FY 2017 to FY 2018, primarily as a result of the increase in the number of our available rental units, as we continued to expand our apartment network, in particular, in Shanghai, Hangzhou, and Suzhou, as well as the increase in our occupancy rate. Our gross rental value both before and after discount for rental prepayment increased from the nine months ended June 30, 2018 to the nine months ended June 30, 2019, primarily as a result of the increase in the number of our available rental units, as we continue to expand our apartment network in existing cities, in particular, in Shanghai, Hangzhou, and Suzhou.

Our apartments contracted refer to apartments that we have leased in from landlords. Our number of apartments contracted increased by 99.4% from September 30, 2017 to September 30, 2018, mainly due to the expansion of our apartment network in existing cities, in particular, in Shanghai, Hangzhou and Suzhou and to other cities including Wuhan and Beijing. Our number of apartments contracted increased by 16.4% from June 30, 2018 to June 30, 2019, mainly due to the expansion of our apartment network in existing cities, in particular, in Shanghai, Hangzhou and Suzhou. Our number of available apartments refers to the number of our leased-in apartments that have been renovated and ventilated and are ready for rent. Apartments in China usually have two to three bedrooms, which are suitable for a household, but could be too costly for individual tenants. We typically convert a leased-in apartment to add an additional bedroom, or the N+1 Model, and rent each bedroom, or rental unit, separately to individual tenants after standardized decoration and furnishing. The N+1 model further increases affordability and provides flexibilities and co-rental efficiency for tenants.

Our occupied rental units refer to available rental units that have been leased out to tenants. Our number of occupied rental units increased by 89.0% from September 30, 2017 to September 30, 2018 and by 36.8% from

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June 30, 2018 to June 30, 2019, generally in line with the increase in the number of our available rental units. Our number of occupied rental units was lower than our number of rental units contracted because (i) a number of our rental units contracted were under renovation as we continued to expand our apartment network, including to new cities, in which case we may need longer lead time on renovation (for example, as we need to develop new local supply chain) and (ii) some of our available rental units were vacant, as it takes time to ramp up our occupancy rate to our target levels as we expanded to new geographic regions.

Period-average Occupancy Rate, Average Monthly Rental, and Rental Spread Margin

Our period-average occupancy rate is calculated by dividing the aggregate number of our leased-out rental unit nights by the aggregate number of available rental unit nights during a relevant period. Our period-average occupancy rate increased from 89.0% in FY 2017 to 91.6% in FY 2018 as we continued to improve our operating efficiency and service to tenants. Our period-average occupancy rate decreased from 91.7% in the nine months ended June 30, 2018 to 90.6% in the nine months ended June 30, 2019 as a large number of rental units were in ramp-up period.

Our average monthly rental after discount for rental prepayment refers to our gross rental value after discount for rental prepayment, divided by number of leased-out rental unit nights for the relevant period times 30.5 (which represents the average number of days in a month). Our average monthly rental before discount for rental prepayment refers to gross rental value before discount for rental prepayment divided by number of leased-out rental unit nights for the relevant period times 30.5 (which represents the average number of days in a month). Our rental spread margin after discount for rental prepayment refers to the rental spread after discount for rental prepayment as a percentage of the average monthly rental after discount for rental prepayment on a lease to a tenant on the same space. Our rental spread margin before discount for rental prepayment refers to the rental spread before discount for rental prepayment as a percentage of the average monthly rental before discount for rental prepayment on a lease to a tenant on the same space. Our leases with landlords generally contain rent holidays and typically lock in our rental cost for the first three years, with approximately 5% annual, non-compounding increase for the rest of the lease term, and we record the total rental expense on a straight-line basis over the initial lease term, or monthly straight-lined rental. We use big data to establish a fair and efficient rental pricing mechanism.

Our average monthly rental before discount for rental prepayment decreased from RMB1,299 in FY 2017 to RMB1,272 (US$185) in FY 2018 as we expanded to more remote areas in cities where the average monthly rentals before discount for rental prepayment are lower. Our average monthly rental after discount for rental prepayment increased from RMB1,160 in FY 2017 to RMB1,180 (US$172) in FY 2018 as a smaller percentage of the rental payment for our rental units were financed by rental installment loans in FY 2018. Our average monthly rental before discount for rental prepayment decreased from RMB1,279 in the nine months ended June 30, 2018 to RMB1,149 (US$167) in the nine months ended June 30, 2019, and our average monthly rental after discount for rental prepayment decreased from RMB1,183 in the nine months ended June 30, 2018 to RMB1,075 (US$157) in the nine months ended June 30, 2019, as (i) we expanded to more remote areas in cities where the average monthly rentals were lower, and (ii) we proactively lowered our rental slightly to keep a comparatively high occupancy rate in 2019.

Our rental spread margin before discount for rental prepayment decreased from 33.9% in FY 2017 to 30.7% in FY 2018, and our rental spread margin after discount for rental prepayment decreased from 26.0% in FY 2017 to 25.3% in FY 2018, as a large number of rental units were in ramp-up period. Our rental spread margin before discount for rental prepayment decreased from 30.7% in the nine months ended June 30, 2018 to 25.1% in the nine months ended June 30, 2019, and our rental spread margin after discount for rental prepayment decreased from 25.1% in the nine months ended June 30, 2018 to 20.0% in the nine months ended June 30, 2019, as a large number of rental units were in ramp-up period and we proactively lowered our rental slightly to keep a comparatively high occupancy rate in 2019.

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Average Renovation Cost Per Rental Unit

Our average renovation cost per rental unit refers to the average renovation cost of rental units that we lease in from landlords in the relevant fiscal year. Our renovation cost includes labor cost for renovation and cost for home appliances. Our average renovation cost per rental units decreased by 1.4% from FY 2017 to FY 2018 due to economies of scale and optimization of our standardized renovation process. Our average renovation cost per rental units decreased by 25.0% from the nine months ended June 30, 2018 to the nine months ended June 30, 2019 due to economies of scale particularly as we further leveraged operation in our existing cities.

Components of Results of Operations

Net Revenues

Our net revenues primarily consist of rental service revenues, and revenue from various types of fees we charge our tenants for some of our value-added services. Our revenues are net of value-added tax. The following table sets forth a breakdown of our net revenues.

	FY 2017				FY 2018						Nine months ended June 30,
											2018				2019
	RMB		% of total net revenues		RMB		US$		% of total net revenues		RMB		% of total net revenues		RMB		US$		% of total net revenues
	(in thousands, except for percentages)
Net revenues:
Rental service		508,910		97.4		796,940		116,087		89.6		538,652		90.8		792,746		115,476		88.3
Value-added services and others		13,827		2.6		92,997		13,547		10.4		54,372		9.2		105,192		15,323		11.7
Total net revenues		522,737		100.0		889,937		129,643		100.0		593,024		100.0		897,938		130,799		100.0

Our rental service revenues consist of rents collected under our lease agreements with tenants. Our leases with tenants typically have a contracted lease term of 26 months, and a majority of them have a lock-in period of 12 months. Tenants who prepay at least six months’ rental can enjoy a 5% rental discount, and tenants who prepay at least 12 months’ rental can enjoy a 10% rental discount (subject to a RMB200.0 (US$29.1) limit per month for the lock-in period after January 1, 2017). Our rental service revenues are net of these discounts.

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To a lesser extent, we derive net revenues from various types of fees we charge our tenants for certain value-added and other services, such as broadband internet and utilities. We also receive indemnification payments from landlords and tenants for their termination of lease agreements within the lock-in period. The following table sets forth a breakdown of our net revenues from value-added services and others for the periods indicated.

	FY 2017				FY 2018						Nine months ended June 30,
											2018				2019
	RMB		% of revenue from value- added services and others		RMB		US$		% of revenue from value- added services and others		RMB		% of revenue from value- added services and others		RMB		US$		% of revenue from value- added services and others
	(in thousands, except for percentages)
Broadband internet		6,062		43.8		51,145		7,450		55.0		34,605		63.6		56,242		8,193		53.5
Utility service		—		—		19,411		2,828		20.9		13,481		24.8		20,949		3,052		19.9
Indemnity		7,765		56.2		18,329		2,670		19.7		3,187		5.9		25,197		3,670		24.0
Others		—		—		4,112		599		4.4		3,099		5.7		2,804		408		2.6
Total		13,827		100.0		92,997		13,547		100.0		54,372		100.0		105,192		15,323		100.0

Operating Costs and Expenses

Our operating costs and expenses primarily consist of costs and expenses related to operating our network of apartments and rental units. The following table sets forth the components of our operating costs and expenses, both in absolute amount and as a percentage of total revenues for the period indicated.

														Nine months ended June 30,
	FY 2017				FY 2018									2018						2019
	RMB		% of total net revenues		RMB			US$			% of total net revenues			RMB			% of total net revenues			RMB			US$			% of total net revenues
	(in thousands, except for percentages)
Operating costs and expenses:
Operating cost		547,618		104.8		897,959			130,802			100.9			601,906			101.5			959,080			139,706			106.8
Selling and marketing expenses		42,008		8.0		117,826			17,163			13.2			75,462			12.7			102,111			14,874			11.4
General and administrative expenses		34,353		6.6		84,953			12,375			9.5			57,774			9.7			76,037			11,076			8.5
Research and development expenses		44,160		8.4		51,947			7,567			5.8			38,145			6.4			38,380			5,591			4.3
Pre-operation expenses		19,934		3.8		117,107			17,059			13.2			88,963			15.0			37,066			5,399			4.1
Impairment loss		22,750		4.4		50,614			7,373			5.7			20,554			3.5			33,396			4,865			3.7
Other expense (income), net		1,460		0.3		(4,034	)		(588	)		(0.5	)		(1,129	)		(0.1	)		(460	)		(67	)		(0.1	)
Total operating costs and expenses		712,283		136.3		1,316,372			191,751			147.9			881,675			148.7			1,245,610			181,444			138.7

Operating Cost

Our operating cost includes rental cost, depreciation, personnel costs incurred by apartment managers in providing after-rent services, cleaning cost, utilities cost, broadband internet cost and others. Rental cost

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represents our rental expenses incurred after our leased-in rental units are renovated and decorated and available for rent to tenants. Depreciation is primarily associated with our capitalized renovation incurred when we convert and furnish our leased-in apartments for rent to tenants. We recognize depreciation with our leasehold improvements and other capital expenditures using a straight-line method over the shorter of expected useful lives or lease term. Personnel costs incurred by apartment managers in providing after-rent services are primarily associated with management and inspection of rental units and regular communication with tenants. Personnel costs incurred by apartment managers in providing before-rent services, such as accompanying potential tenants to visit our apartments and negotiating lease agreements with tenants, are recorded in selling and marketing expenses. Personnel costs are allocated according to the time apartment managers spend. The following table sets forth our operating cost in absolute amount and as a percentage of net revenue for the periods indicated.

											Nine months ended June 30,
	FY 2017				FY 2018						2018				2019
	RMB		% of total net revenues		RMB		US$		% of total net revenues		RMB		% of total net revenues		RMB		US$		% of total net revenues
	(in thousands, except for percentages)
Rental cost		414,217		79.2		664,732		96,829		74.7		443,474		74.8		719,362		104,787		80.1
Depreciation expenses		97,595		18.7		145,768		21,233		16.4		98,336		16.6		156,602		22,812		17.4
Personnel cost		15,511		3.0		21,092		3,072		2.4		16,486		2.8		16,442		2,395		1.8
Cleaning cost		10,218		2.0		14,861		2,165		1.7		9,826		1.7		17,363		2,529		1.9
Utility cost		—		—		14,116		2,056		1.6		9,562		1.6		15,377		2,240		1.7
Broadband internet cost		3,266		0.6		28,236		4,113		3.2		19,189		3.2		27,992		4,077		3.1
Others		6,811		1.3		9,154		1,333		1.0		5,033		0.8		5,942		866		0.8
Total		547,618		104.8		897,959		130,802		100.9		601,906		101.5		959,080		139,706		106.8

Selling and Marketing Expenses

Selling and marketing expenses primarily include personnel costs incurred by apartment managers in providing before-rent services as described above, as well as advertising and promotion costs.

General and Administrative Expenses

Our general and administrative expenses consist primarily of personnel costs, transportation costs, consulting expenses, headquarter office rental expenses, general office expenses and other costs associated with running our day to day activities.

Research and Development Expenses

Research and development expenses include payroll expenses, employee benefits, and other headcount-related expenses associated with platform development and big data analysis to support our business operations.

Pre-operation Expenses

Pre-operation expenses mainly include rental and sourcing costs incurred before an apartment is ready for lease.

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Impairment Loss

We perform an assessment of the carrying value of leasehold improvements and furniture, fixtures and equipment used in each rental unit at least on a quarterly basis. If the carrying amount of the assets exceeds its expected undiscounted cash flows, we will recognize an impairment loss equal to the difference between the carrying amount and the fair value. We estimate the fair value of each rental unit by utilizing the discounted cash flow method, taking into consideration the projected revenue, growth rates and operating costs associated with the rental unit.

Interest Income (Expense), Net

Interest expense primarily consists of interest on rental installment loans we pay for our tenants, interest on our bank borrowings, and interest on capital lease and other financing arrangement. The following table sets forth a breakdown of our interest income (expense), net for the periods indicated.

																Nine months ended June 30,
	FY 2017						FY 2018									2018						2019
	RMB			% of interest income (expense), net			RMB			US$			% of interest income (expense), net			RMB			% of interest income (expense), net			RMB			US$			% of interest income (expense), net
	(in thousands, except for percentages)
Interest on bank borrowings		(5,687	)		11.3			(2,930	)		(428	)		3.8			(2,755	)		4.9			(2,957	)		(431	)		4.4
Interest on rental installment loans		(41,389	)		82.6			(73,936	)		(10,770	)		95.9			(52,547	)		94.0			(54,473	)		(7,935	)		80.2
Interest on capital lease and other financing arrangement		(3,276	)		6.5			(2,893	)		(421	)		3.7			(2,166	)		3.9			(11,332	)		(1,651	)		16.7
Interest income		216			(0.4	)		2,592			378			(3.4	)		1,572			(2.8	)		857			125			(1.3	)
Other		—			—			—			—			—			—			—			(2	)		(0.1	)		0.0
Total		(50,136	)		100.0			(77,167	)		(11,241	)		100.0			(55,896	)		100.0			(67,907	)		(9,892	)		100.0

Non-GAAP Financial Measures

We use EBITDA and adjusted EBITDA, non-GAAP financial measures, as supplemental measures in evaluating and assessing our operating results.

EBITDA represents our net loss before (i) interest income (expense), net, (ii) income tax, and (iii) depreciation and amortization. Adjusted EBITDA represents our net loss before (i) interest income (expense), net, (ii) income tax expense, (iii) depreciation and amortization, (iv) impairment loss, (v) fair value change of contingent earn-out liabilities, and (vi) share-based compensation.

We believe that EBITDA and adjusted EBITDA help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in net loss. For example, we excluded the impact of fair value change of contingent earn-out liabilities. We recorded such contingent earn-out liabilities related to the EBITDA feature of series C and series C-1 preferred shares at fair value and re-measured it at each period-end, with the changes in the fair value recorded as an adjustment to the earnings. However, if we successfully complete a qualified IPO by December 31, 2019, the contingent earn-out liability will be extinguished.

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EBITDA and adjusted EBITDA should not be considered in isolation or construed as alternatives to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review our EBITDA and adjusted EBITDA to the most directly comparable GAAP measure, net loss. EBITDA and adjusted EBITDA presented here may not be comparable to similarly titled measure presented by other companies. In addition, EBITDA and adjusted EBITDA have certain limitations as an analytical tool. One of the key limitations of using EBITDA and adjusted EBITDA is that they does not reflect all items of income and expense that affect our operations.

The table below sets forth a reconciliation of our net loss to EBITDA and adjusted EBITDA for the periods indicated:

																Nine months ended June 30,
	FY 2017						FY 2018									2018						2019
	RMB			% of total net revenues			RMB			US$			% of total net revenues			RMB			% of total net revenues			RMB			US$			% of total net revenues
	(in thousands, except for percentages)
Net Loss		(245,440	)		(47.0	)		(499,922	)		(72,822	)		(56.2	)		(323,616	)		(54.6	)		(373,201	)		(54,364	)		(41.6	)
Add/(less):
Interest income (expense), net		50,136			9.6			77,167			11,241			8.7			55,896			9.4			67,907			9,892			7.6
Income tax expense		596			0.1			2,393			349			0.3			2,376			0.4			40			6			0.0
Depreciation and amortization		101,786			19.5			152,311			22,187			17.1			103,736			17.5			159,180			23,187			17.7
EBITDA		(92,922	)		(17.8	)		(268,051	)		(39,045	)		(30.1	)		(161,608	)		(27.3	)		(146,074	)		(21,279	)		(16.3	)
Add:
Impairment loss		22,750			4.4			50,614			7,373			5.7			20,554			3.5			33,396			4,865			3.7
Fair value change of contingent earn-out liabilities(1)		5,165			1.0			(6,164	)		(898	)		(0.7	)		(23,398	)		(3.9	)		(43,378	)		(6,319	)		(4.8	)
Share-based compensation		775			0.1			2,252			328			0.3			2,252			0.4			8,173			1,191			0.9
Adjusted EBITDA(2)		(64,232	)		(12.3	)		(221,349	)		(32,242	)		(24.8	)		(162,200	)		(27.3	)		(147,883	)		(21,542	)		(16.5	)

(1) related to our contingent earn-out liabilities to series C and C-1 preferred shareholders.

(2) Includes lease cost of RMB40,252 thousand, RMB192,877 thousand (US$28,096 thousand), RMB133,031 thousand, and RMB44,615 thousand (US$6,499 thousand) in FY 2017, FY 2018 and the nine months ended June 30, 2018 and June 30, 2019, respectively, for which we record, but do not pay, rent in the current period.

Our landlords typically offer a 90-160-day rent-free period at the beginning of the lease, in which we have possession of the rental apartments but are not required to pay any cash lease costs, and we use the rent-free period to renovate the rental apartments. This is a common arrangement in our industry. Additionally, we pay a fixed rent to our landlords typically with an approximately 5% annual, non-compounding increase after the first three years of the lease term. Under U.S. GAAP, we are required to record rent-free periods and lease cost escalations on a straight-line basis over the term of the lease. In other words, we are required to record the total of all payments due under the lease evenly over the period of the lease, regardless of what our cash lease cost obligations may be in a particular period.

Critical Accounting Policies, Judgments and Estimates

We have identified below the accounting policies that we believe are the most critical to the presentation of our consolidated financial information. These accounting policies require subjective or complex judgments by our management, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The estimates and assumptions are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis of making judgments about matters that are not readily apparent from other sources. We review our estimates and underlying assumptions on

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an on-going basis. For further information on our principal accounting policies, see note 2 beginning on pages F-10 and F-48 of our consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

We source apartments from landlords and convert them into standardized furnished rooms to lease to tenants seeking affordable residences in China. Revenues are primarily derived from rental service and value-added services.

Rental Service Revenues

Rental service revenues are primarily derived from the lease payments from our tenants and are recorded net of tax.

We typically enter into 26-month leases with our tenants, a majority of which have a lock-in period of 12 months or shorter. The lock-in period represents the term during which termination will result in the forfeiture of deposit, which is typically one or two months’ rent. We determine that the lock-in period is the lease term under ASC 840. When tenants terminate their leases, we return unused portions of any prepaid rentals to the tenant within a prescribed period of time. Deposit can only be returned for termination after the lock-in period. Monthly rent is fixed throughout the lock-in period and there is no rent-free period or rent escalations during the period. We determine all lease arrangements with tenants are operating leases since the benefits and risks incidental to ownership remains with us. Revenue is recognized on a straight-line basis starting from the commencement date stated in the lease agreements.

Tenants who prepay rent for a certain period are entitled to rental discounts. Tenants who prepay at least six months’ rental can enjoy a 5% discount for the lock-in period, and tenants who prepay at least 12 months’ rental can enjoy a 10% rental discount for the lock-in period (subject to a RMB200.0 (US$29.1) limit per month after January 1, 2017). Such incentives are only applicable during the lock-in period. We consider the rental discounts as a lease incentive and record it as a reduction in revenue on a straight-line basis over the lease term.

Value-added Services and Others

Value-added services and others primarily consist of fees received from the tenants from our provision of internet connection and utility services as part of the lease agreement. The service fees are fixed in the agreements and recognized on a monthly basis during the period of the lease term. The service fee are recognized on a gross basis as we have latitude in determining prices and bear inventory risks.

Rental Installment Loans

In order to encourage our tenants to make advance payments, we cooperate with various financial institution partners to facilitate rental installment loans for our tenants, who apply for rental installment loans directly with these financial institutions. If the loans are approved by the financial institution partners, the proceeds, which represent the total rental payments for the period covered under the lease agreement, are remitted to us by way of the tenant’s entrustment. The proceeds would then be applied to the tenants’ rental payments on a monthly basis. We record the entire prepayment as rental installment loans. Tenants repay the loan principal in monthly installments directly to the financial institutions which equals to the monthly rental payment. We pay rental installment loan interests on behalf of tenants and recognize interest expense in the consolidated statements of comprehensive loss.

We also provide guarantee to these financial institutions with respect to our tenants’ repayment of the loans. In the event that the tenants default on the repayment or early terminate the lease agreements, we must return the remaining prepayments to the financial institutions within a prescribed period of time. Under the rental

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installment loan scheme, we have full control of the entire installment loan proceeds and the security deposits collected from the tenants at lease inception are usually sufficient to cover for the delinquent payments from default. As such, we determine that there should be no guarantee liabilities to be recorded as of September 30, 2017 or 2018, or as of June 30, 2019.

For rental installment loans received directly from financial institutions, we determine the substance of the arrangement as akin to a debt from our tenants, and as such, this portion was classified as a cash inflow from financing activities within our statements of cash flows. During the lease term, constructive receipts and disbursements are recognized on a monthly basis by recognizing the repayment of rental installment loans as a financing cash outflow and the receipt of monthly rental income as an operating cash inflow.

Impairment Loss

Property and equipment are reviewed for impairment in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets if certain trigger events occur. Assets must be tested at the lowest level, generally the individual apartment, for which identifiable cash flows exist. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to in the consolidated statements of comprehensive loss. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions. The discounted cash flow associated with the underlying assets incorporates certain assumptions including projected rooms’ revenue, growth rates and projected operating costs based on current economic condition, expectation of management and projected trends of current operating results. As a result of reduced expectations of future cash flows from certain leased apartments, we determined that the property and equipment was not fully recoverable and consequently recorded an impairment charge of RMB22.8 million and RMB50.6 million (US$7.4 million) for FY 2017 and FY 2018, respectively. For the nine months ended June 30, 2019, we recorded an impairment charge of RMB33.4 million (US$4.9 million).

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.

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 considers 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

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current liabilities on its consolidated balance sheet and under other expenses in its consolidated statement of comprehensive loss. We did not have any significant unrecognized uncertain tax positions as of and for FY 2017 or FY 2018, or for nine months ended June 30, 2019.

Fair Value of Ordinary Shares

We have been 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 for the purpose of determining the fair value of our ordinary shares at the date of the grant of share-based compensation awards to our employees as one of the inputs into determining the grant date fair value of the award. In determining the fair value of our ordinary shares, we have considered the guidance prescribed by 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. These estimates will not be necessary to determine the fair value of our ordinary shares once our ADSs begin trading. Valuations and estimates will no longer be necessary once our company goes public because we will then rely on the market price to determine the market value of our common stock.

The following table sets forth the fair value of our ordinary shares at different times with the assistance from an independent third-party appraiser:

Date	Fair value per share (US$)		DLOM			Discount rate			Purpose of valuation
April 21, 2016		0.03		13	%		26	%	To determine the fair value of stock option grant
October 17, 2016		0.04		13	%		26	%	To determine the fair value of stock option grant
March 16, 2017		0.04		12	%		22	%	To determine the fair value of RSU grant
July 31, 2017		0.05		12	%		22	%	To determine the fair value of stock option grant and whether the series C convertible redeemable preferred shares contain any beneficial conversion feature
November 12, 2017		0.06		10	%		21	%	To determine the fair value of RSU grant
March 29, 2018		0.10		8	%		19	%	To determine whether the series C-1 convertible redeemable preferred shares contain any beneficial conversion feature
April 1, 2018		0.10		8	%		19	%	To determine the fair value of RSU grant
June 3, 2019		0.22		5	%		17	%	To determine whether the series C-2 convertible redeemable preferred shares contain any beneficial conversion feature

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 liquidity 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 based on our projected cash flow using our best estimate 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 was determined based on a number of factors including risk-free rate, company specific risk premium, equity risk premium, company size and non-systemic risk factors.

• Discount for Lack of Marketability, or DLOM. DLOM was quantified by the Black Scholes 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

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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.

Fair Value of Options

We used the Binomial model to estimate the fair value of the options granted on the grant date with assistance from an independent valuation firm. The fair value per option was estimated at the date of grant using the following assumptions.

	April 2016			October 2016			July 2017
Risk-free rate of return(1)		3.00	%		3.00	%		3.00	%
Contractual life of option		10 years			10 years			8.4 years
Estimated volatility rate(2)		36	%		36	%		36	%
Expected dividend yield		0	%		0	%		0	%
Fair value of underlying ordinary shares		US$0.04			US$0.04			US$0.05

(1) The risk-free rate is based on the yield of US Treasuries, adjusted by country risk premium of China.

(2) The expected volatility is estimated based on historical price volatilities of ordinary shares of several comparable companies.

Share-Based Compensation

The costs of share based payments are recognized in our consolidated financial statements based on their grant-date fair value over the vesting. We determine fair value of our share options as of the grant date using binomial option pricing model and the fair value of our nonvested restricted share units as of the grant date based on the fair market value of the underlying ordinary shares. Determining the value of our share-based compensation expense in future periods also requires the input of subjective assumptions around likely future performance and estimated forfeitures of the underlying shares.

Stock Options A

On August 31, 2014, April 21, 2016, October 17, 2016 and October 18, 2016, we granted an aggregate number of 26.9 million share options to certain management, employees and non-employees, 1.0 million of which were forfeited in 2019. The exercise price was RMB2.00 per share and vests 50% on the first and second calendar year after the IPO year.

Stock Options B

On July 31, 2017, we granted 43.1 million share options to management and employees, 0.4 million of which were forfeited in 2019. The options vested immediately upon the grant date and the exercise price were RMB2.00 per share. If the grantee resigned before the IPO or before the lock-up period lapsed, we have the right to repurchase the share options or ordinary shares at RMB2.00 per share option/ordinary share.

The compensation expenses for above awards with performance as well as service conditions is based upon our judgment of likely future performance and service and may be adjusted in future periods depending on actual performance. Given the vesting was contingent on the IPO, no share-based compensation expense is recognized until the date of the IPO.

We estimate our forfeitures based on past employee retention rates, our expectations of future retention rates, and we will prospectively revise our forfeiture rates based on actual history. We estimate our future performance based on our historical results. Our compensation charges may change based on changes to our assumptions.

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Restricted Share Units (“RSUs”)

In 2017, we issued 15.99 million RSUs to a consulting company, out of which 5.2 million RSUs vested immediately upon grant and the remaining 10.79 million RSUs were re-purchasable by us anytime at our discretion with nominal price before certain dates. We determined that RSUs with repurchase rights are not considered issued until the expiration of the repurchase rights. At each of the expiration dates, the corresponding RSUs are considered issued and vested immediately, and a measurement date has been reached. In July 2019, we repurchased 5.19 million RSUs.

Contingent Earn-out Liabilities

EBITDA Performance Targets for Series C and C-1 Convertible Redeemable Preferred Shares

Along with the issuance of series C, C-1 and C-2 convertible redeemable preferred shares, we contemporaneously entered into agreements with our holders of series C, C-1 and C-2 convertible redeemable preferred shares on July 26, 2017 and March 16, 2018 and in 2019, respectively, pursuant to which for all share issuances, an EBITDA performance target were established. If EBITDA targets were exceeded, the preferred shareholders must give back a portion of its shareholding based on a pre-agreed formula to our managers as incentives with no additional consideration. If expected EBITDA targets were not met, the preferred shareholders were entitled to additional shareholding at par value based on a pre-agreed formula to make up for the dissatisfaction in EBITDA targets. If we are successful in completing a qualified IPO by December 31, 2019, the EBITDA feature is fully waived.

We believed that it was highly probable EBITDA targets will not be satisfied and recorded the fair value of the EBITDA feature separately as a contingent earn-out liability in the consolidated balance sheets as it met the definition of a freestanding financial instrument liability under ASC 480. At initial measurement, we allocated the proceeds from the issuance of series C, C-1 and C-2 convertible redeemable preferred shares to the fair value of contingent earn-out liabilities, with the remaining being allocated to series C, C-1 and C-2 convertible redeemable preferred shares. Contingent earn-out liabilities will be extinguished, if we are successful in completing a qualified IPO by December 31, 2019.

We determine the fair value with the help from third party professional valuation specialists, and the assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. Key inputs in determining the fair value of the contingent earn-out liabilities include assumptions such as operating income, operating cost, number of new apartments acquired, probabilities of a qualified IPO, etc., and changes in these assumptions would affect the number and value of future additional shares to be issued. The contingent earn-out liabilities is re-measured at each period-end, with the changes in the fair value recorded in the consolidated statements of comprehensive loss.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

The British Virgin Islands

Our subsidiary incorporated in the British Virgin Islands is not subject to income or capital gains taxes, estate duty, inheritance tax or gift tax. In addition, payment of dividends to the shareholders of our subsidiary in the British Virgin Islands are not subject to withholding tax in the British Virgin Islands.

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Hong Kong

Before April 1, 2018, our subsidiary incorporated in Hong Kong was subject to Hong Kong profit tax at a rate of 16.5%. Since April 1, 2018, our subsidiary incorporated in Hong Kong has been subject to Hong Kong profit tax at a rate of 8.25% on assessable profits up to HK$2.0 million and 16.5% on any part of assessable profits over HK$2.0 million. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. No Hong Kong profit tax has been levied as we did not have assessable profit that was earned in or derived from the Hong Kong subsidiary during the periods presented. Hong Kong does not impose a withholding tax on dividends.

China

Generally, our PRC subsidiaries, variable interest entity and subsidiaries of our variable interest entity, 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%.

We are subject to value-added tax, or VAT, at a rate of 6% on the services we provide, less any deductible VAT we have already paid or borne. 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 subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between Mainland 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 Income and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%. See “Risk Factors—Risks Related to Doing Business in China—We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.”

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—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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Results of Operations

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

																Nine months ended June 30,
	FY 2017						FY 2018									2018						2019
	RMB			% of total net revenues			RMB			US$			% of total net revenues			RMB			% of total net revenues			RMB			US$			% of total net revenues
	(in thousands, except for percentages)
Net revenues:
Rental service revenue		508,910			97.4			796,940			116,087			89.6			538,652			90.8			792,746			115,476			88.3
Value-added services and others		13,827			2.6			92,997			13,547			10.4			54,372			9.2			105,192			15,323			11.7
Total net revenues		522,737			100.0			889,937			129,634			100.0			593,024			100.0			897,938			130,799			100.0
Operating costs and expenses:																	(601,906	)		(101.5	)		(959,080	)		(139,706	)		(106.8	)
Operating cost		(547,618	)		(104.8	)		(897,959	)		(130,802	)		(100.9	)
Selling and marketing expenses		(42,008	)		(8.0	)		(117,826	)		(17,163	)		(13.2	)		(75,462	)		(12.7	)		(102,111	)		(14,874	)		(11.4	)
General and administrative expenses		(34,353	)		(6.6	)		(84,953	)		(12,375	)		(9.5	)		(57,774	)		(9.7	)		(76,037	)		(11,076	)		(8.5	)
Research and development expenses		(44,160	)		(8.4	)		(51,947	)		(7,567	)		(5.8	)		(38,145	)		(6.4	)		(38,380	)		(5,591	)		(4.3	)
Pre-operation expenses		(19,934	)		(3.8	)		(117,107	)		(17,059	)		(13.2	)		(88,963	)		(15.0	)		(37,066	)		(5,399	)		(4.1	)
Impairment loss		(22,750	)		(4.4	)		(50,614	)		(7,373	)		(5.7	)		(20,554	)		(3.5	)		(33,396	)		(4,865	)		(3.7	)
Other income (expense), net		(1,460	)		(0.3	)		4,034			588			0.5			1,129			0.2			460			67			0.1
Total operating costs and expenses		(712,283	)		(136.3	)		(1,316,372	)		(191,751	)		(147.9	)		(881,675	)		(148.7	)		(1,245,610	)		(181,444	)		(138.7	)
Loss from operation		(189,546	)		(36.3	)		(426,435	)		(62,117	)		(47.9	)		(288,651	)		(48.7	)		(347,672	)		(50,645	)		(38.7	)
Interest income (expense), net		(50,136	)		(9.6	)		(77,167	)		(11,241	)		(8.7	)		(55,896	)		(9.4	)		(67,907	)		(9,892	)		(7.6	)
Foreign exchange gain (loss)		3			—			(91	)		(13	)		—			(91	)		(0.0	)		(960	)		(140	)		(0.1	)
Fair value change of contingent earn-out liabilities		(5,165	)		(1.0	)		6,164			898			0.7			23,398			3.9			43,378			6,319			4.8
Loss before income taxes		(244,844	)		(46.8	)		(497,529	)		(72,473	)		(55.9	)		(321,240	)		(54.2	)		(373,161	)		(54,358	)		(41.6	)
Income tax expense		(596	)		(0.1	)		(2,393	)		(349	)		(0.3	)		(2,376	)		(0.4	)		(40	)		(6	)		(0.0	)
Net loss		(245,440	)		(47.0	)		(499,922	)		(72,822	)		(56.2	)		(323,616	)		(54.6	)		(373,201	)		(54,364	)		(41.6	)

Nine Months Ended June 30, 2019 Compared to Nine Months Ended June 30, 2018

Net Revenues

Our net revenues increased by 51.4% from RMB593.0 million for the nine months ended June 30, 2018 to RMB897.9 million (US$130.8 million) for the nine months ended June 30, 2019. Our rental service revenues

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increased by 47.2% from RMB538.7 million for the nine months ended June 30, 2018 to RMB792.7 million (US$115.5 million) for the nine months ended June 30, 2019, driven by an increase in our number of leased-out rental unit nights, partially offset by a decrease in average monthly rental after discount for rental prepayment from RMB1,183 for the nine months ended June 30, 2018 to RMB1,075 (US$157) for the nine months ended June 30, 2019.

Our net revenues from value-added services and others increased by 93.5% from RMB54.4 million for the nine months ended June 30, 2018 to RMB105.2 million (US$15.3 million) for the nine months ended June 30, 2019, driven by (i) an increase in the revenues from broadband internet and utility service from RMB34.6 million and RMB13.5 million for the nine months ended June 30, 2018, respectively, to RMB56.2 million (US$8.2 million) and RMB20.9 million (US$3.1 million) for the nine months ended June 30, 2019, respectively, which are in line with the increase in our number of leased-out rental unit nights, and (ii) an increase in the revenue from indemnity, as an increased number of tenants and landlords terminated their leases with us before the expiration of the lock-in period and we forfeited their deposits or received compensation from them for such termination.

Operating Costs and Expenses

Our operating costs and expenses increased by 41.3% from RMB881.7 million for the nine months ended June 30, 2018 to RMB1,245.6 million (US$181.4 million) for the nine months ended June 30, 2019. The increase in our operating costs and expenses was generally in line with our revenue growth and business expansion.

• Operating cost. Our operating cost increased by 59.3% from RMB601.9 million for the nine months ended June 30, 2018 to RMB959.1 million (US$139.7 million) for the nine months ended June 30, 2019.

• Rental cost. Our rental cost increased by 62.2% from RMB443.5 million for the nine months ended June 30, 2018 to RMB719.4 million (US$104.8 million) for the nine months ended June 30, 2019. This was primarily attributable to the increase in our number of available rental unit nights as we continued to expand our apartment network.

Our rental cost as a percentage of rental service revenue increased from 82.3% for the nine months ended June 30, 2018 to 90.7% for the nine months ended June 30, 2019, primarily due to a large number of new rental units being in ramp-up period, which generated lower rental spread margin and had lower occupancy, and as we proactively lowered our rental slightly to keep a comparatively high occupancy rate in 2019.

• Depreciation expenses. Our depreciation expenses increased by 59.3% from RMB98.3 million for the nine months ended June 30, 2018 to RMB156.6 million (US$22.8 million) for the nine months ended June 30, 2019, primarily attributable to the increase in our number of available rental unit nights as we continued to expand our apartment network.

• Personnel costs related to after-rent activities of our apartment managers. Our personnel costs incurred by apartment managers in providing after-rent services slightly decreased from RMB16.5 million for the nine months ended June 30, 2018 to RMB16.4 million (US$2.4 million) for the nine months ended June 30, 2019 as we developed fewer new rental units and optimized our labor efficiency.

• Costs for value-added services and others. Our cleaning cost, utility cost, broadband internet cost and other cost increased from RMB43.6 million for the nine months ended June 30, 2018 to RMB66.7 million (US$9.7 million) for the nine months ended June 30, 2019. This increase was primarily in relation to the growth of our internet access and utility services in the nine months ended June 30, 2019.

• Selling and marketing expenses. Our selling and marketing expenses increased by 35.3% from RMB75.5 million for the nine months ended June 30, 2018 to RMB102.1 million (US$14.9 million) for

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the nine months ended June 30, 2019. The increase was primarily attributable to the expansion of our business to new areas of our existing cities, which resulted in an increase in personnel costs and advertising and promotion expenses as we expand our local team and build our brand name. Our personnel costs under selling and marketing expenses increased by 47.9% from RMB39.4 million for the nine months ended June 30, 2018 to RMB58.2 million (US$8.5 million) for the nine months ended June 30, 2019. Our advertising and promotion expenses increased by 44.1% from RMB22.8 million for the nine months ended June 30, 2018 to RMB32.9 million (US$4.8 million) for the nine months ended June 30, 2019.

Our selling and marketing expenses as a percentage of total net revenues decreased from 12.7% for the nine months ended June 30, 2018 to 11.4% for the nine months ended June 30, 2019 as due to economies of scale particularly as we further leveraged operation in our existing cities.

• General and administrative expenses. Our general and administrative expenses increased by 31.6% from RMB57.8 million for the nine months ended June 30, 2018 to RMB76.0 million (US$11.1 million) for the nine months ended June 30, 2019. The increase was primarily attributable to an increase in our personnel costs, partially offset by a decrease in our office rents. Our personnel costs under general and administrative expenses increased by 76.7% from RMB23.7 million for the nine months ended June 30, 2018 to RMB41.9 million (US$6.1 million) for the nine months ended June 30, 2019 as we increased our investment in additional personnel in preparation for expanding our business. Our office rents decreased by 31.7% from RMB10.7 million for the nine months ended June 30, 2018 to RMB7.3 million (US$1.1 million) for the nine months ended June 30, 2019 as we optimized the usage of our office space and terminated our leases of some of our office space in Shanghai in the nine months ended June 30, 2019.

Our general and administrative expenses as a percentage of total net revenues decreased from 9.7% for the nine months ended June 30, 2018 to 8.5% for the nine months ended June 30, 2019 as due to economies of scale particularly as we further leveraged operation in our existing cities.

• Research and development expenses. Our research and development expenses slightly increased by 0.6% from RMB38.1 million for the nine months ended June 30, 2018 to RMB38.4 million (US$5.6 million) for the nine months ended June 30, 2019.

• Pre-operation expenses. Our pre-operation expenses decreased from RMB89.0 million for the nine months ended June 30, 2018 to RMB37.1 million (US$5.4 million) for the nine months ended June 30, 2019. The decrease was primarily attributable to (i) a decrease in the pre-operation rental cost by 62.2% from RMB70.3 million for the nine months ended June 30, 2018 to RMB26.6 million (US$3.9 million) for the nine months ended June 30, 2019, and (ii) a decrease in the pre-operation personnel cost by 43.8% from RMB18.7 million for the nine months ended June 30, 2018 to RMB10.5 million (US$1.5 million) for the nine months ended June 30, 2019. These decreases were due to fewer new rental units being developed in the nine months ended June 30, 2019.

Our pre-operation expenses as a percentage of total net revenues decreased from 15.0% for the nine months ended June 30, 2018 to 4.1% for the nine months ended June 30, 2019 as fewer new rental units were developed in the nine months ended June 30, 2019.

• Impairment loss. Our impairment loss increased from RMB20.6 million for the nine months ended June 30, 2018 to RMB33.4 million (US$4.9 million) for the nine months ended June 30, 2019 because we made additional impairment provisions mainly due to (i) our business expansion as indicated by the increase in the number of apartments contracted from 25,472 as of June 30, 2018 to 29,655 as of June 30, 2019 and (ii) a decrease in average monthly rental after discount for rental prepayment from RMB1,183 for the nine months ended June 30, 2018 to RMB1,075 (US$156.6) for the nine months ended June 30, 2019.

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Loss from Operations

As a result of the foregoing, our loss from operations increased by 20.4% from RMB288.7 million for the nine months ended June 30, 2018 to RMB347.7 million (US$50.6 million) for the nine months ended June 30, 2019.

Interest Income (Expense), Net

Our interest expense increased by 19.7% from RMB57.5 million for the nine months ended June 30, 2018 to RMB68.8 million (US$10.0 million) for the nine months ended June 30, 2019. The increase was primarily attributable to the increase in interest expense we incurred on capital lease and other financing from RMB2.2 million for the nine months ended June 30, 2018 to RMB11.3 million (US$1.7 million) for the nine months ended June 30, 2019 as we started to cooperate with a rental service company under a capital lease and other financing arrangement in August 2018. The increase was also attributable to the increase in the interest expense we incurred for our tenants who used rental installment loans to prepay rentals by 3.7% from RMB52.5 million for the nine months ended June 30, 2018 to RMB54.5 million (US$7.9 million) for the nine months ended June 30, 2019. The increase in such interest expense was, in turn, due to the increase in our monthly average outstanding rental installment loan balance by 3.1% from RMB932.1 million for the nine months ended June 30, 2018 to RMB963.1 million (US$140.3 million) for the nine months ended June 30, 2019.

Our interest income, which primary related to the interest from our bank deposits, decreased from RMB1.6 million for the nine months ended June 30, 2018 to RMB0.9 million (US$0.1 million) for the nine months ended June 30, 2019.

Fair Value Change of Contingent Earn-out Liabilities

We recorded a fair value gain of contingent earn-out liabilities of RMB23.4 million and RMB43.4 million (US$6.3 million) for the nine months ended June 30, 2018 and 2019, respectively. The fair value change of contingent earn-out liabilities mainly relates to our contingent earn-out liabilities to series C and C-1 preferred shareholders.

Loss before Income Taxes

As a result of the foregoing, our loss before income taxes increased by 16.2% from RMB321.2 million for the nine months ended June 30, 2018 to RMB373.2 million (US$54.4 million) for the nine months ended June 30, 2019.

Income Tax Expense

Our income tax expense was RMB2.4 million for the nine months ended June 30, 2018 and RMB40 thousand (US$6 thousand) for the nine months ended June 30, 2019. We incurred income tax expense despite our loss before income tax as certain of our subsidiaries in the PRC had income before taxes and income tax was assessed accordingly on these subsidiaries.

Net Loss

As a result of the foregoing, we recorded a net loss of RMB323.6 million for the nine months ended June 30, 2018 and RMB373.2 million (US$54.4 million) for the nine months ended June 30, 2019.

FY 2018 Compared to FY 2017

Net Revenues

Our net revenues increased by 70.3% from RMB522.7 million in FY 2017 to RMB889.9 million (US$129.6 million) in FY 2018. Our rental service revenues increased by 56.6% from RMB508.9 million in FY 2017 to

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RMB796.9 million (US$116.1 million) in FY 2018, driven by (i) a 90.0% increase in our number of available rental units from 44,199 as of September 30, 2017 to 83,948 as of September 30, 2018, and (ii) an increase in our period-average occupancy rate from 89.0% in FY 2017 to 91.6% in FY 2018.

Our net revenues from value-added services and others increased significantly from RMB13.8 million in FY 2017 to RMB93.0 million (US$13.5 million) in FY 2018, as we substantially launched our broadband internet and utility services in August and October 2017, respectively.

Operating Costs and Expenses

Our operating costs and expenses increased by 84.8% from RMB712.3 million in FY 2017 to RMB1,316.4 million (US$191.8 million) in FY 2018. The increase in our operating costs and expenses was generally in line with our revenue growth and business expansion. We substantially increased our presence in Hangzhou and expanded our business to Nanjing and Wuhan, starting from late FY 2017.

• Operating cost. Our operating cost increased by 64.0% from RMB547.6 million in FY 2017 to RMB898.0 million (US$130.8 million) in FY 2018.

• Rental cost. Our rental cost increased by 60.5% from RMB414.2 million in FY 2017 to RMB664.7 million (US$96.8 million) in FY 2018. This was primarily attributable to the increase in our number of rental units contracted from 48,410 as of September 30, 2017 to 96,529 as of September 30, 2018 as we continued to expand our apartment network.

Our rental cost as a percentage of rental service revenue increased from 81.4% in FY 2017 to 83.4% in FY 2018, primarily due to a large number of new rental units in ramp-up period, which generated lower rental spread margin.

• Depreciation expenses. Our depreciation expenses increased by 49.4% from RMB97.6 million in FY 2017 to RMB145.8 million (US$21.2 million) in FY 2018 as we continued to expand our apartment network from 13,288 available apartments as of September 30, 2017 to 25,698 available apartments as of September 30, 2018.

• Personnel costs related to after-rent activities of our apartment managers. Our personnel costs incurred by apartment managers in providing after-rent services increased from RMB15.5 million in FY 2017 to RMB21.1 million (US$3.1 million) in FY 2018. This was primarily attributable to our business expansion.

• Costs for value-added services and others. Our cleaning cost, utility cost, broadband internet cost and other cost increased significantly from RMB20.3 million in FY 2017 to RMB66.4 million (US$9.7 million) in FY 2018. This significant increase was primarily in relation to the growth of our internet access and utility services in FY 2018 which was in line with the increase in the net revenues from value-added services and others.

• Selling and marketing expenses. Our selling and marketing expenses increased by 180.5% from RMB42.0 million in FY 2017 to RMB117.8 million (US$17.2 million) in FY 2018. The increase was primarily attributable to the expansion of our business to new cities in FY 2018, which resulted in a significant increase in personnel costs and advertising and promotion expenses as we build our local team and brand name. Our personnel costs under selling and marketing expenses increased by 164.1% from RMB21.7 million in FY 2017 to RMB57.3 million (US$8.3 million) in FY 2018. Our advertising and promotion expenses increased by 239.5% from RMB12.3 million in FY 2017 to RMB41.8 million (US$6.1 million) in FY 2018.

Our selling and marketing expenses as a percentage of total net revenues increased from 8.0% in FY 2017 to 13.2% in FY 2018 as a result of our upfront investment to build our local team and brand name as we expanded to new cities.

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• General and administrative expenses. Our general and administrative expenses increased by 147.3% from RMB34.4 million in FY 2017 to RMB85.0 million (US$12.4 million) in FY 2018. The increase was primarily attributable to an increase in our personnel costs and office rents, as we need upfront investment in additional personnel and offices in preparation for expanding our business in new cities. Our personnel costs under general and administrative expenses increased by 195.7% from RMB13.5 million in FY 2017 to RMB39.9 million (US$5.8 million) in FY 2018. Our office rents increased by 142.6% from RMB6.7 million in FY 2017 to RMB16.2 million (US$2.4 million) in FY 2018.

For the same reason, our general and administrative expenses as a percentage of total net revenues increased from 6.6% in 2017 to 9.5% in FY 2018.

• Research and development expenses. Our research and development expenses increased by 17.4% from RMB44.2 million in FY 2017 to RMB51.9 million (US$7.6 million) in FY 2018. The increase was primarily attributable to the increase in our research and development staff costs.

Our research and development expenses as a percentage of total net revenues decreased from 8.4% in 2017 to 5.8% in FY 2018 as we were able to replicate and leverage our established technology-driven operational and management systems when we expanded to new regions.

• Pre-operation expenses. Our pre-operation expenses increased significantly from RMB19.9 million in FY 2017 to RMB117.1 million (US$17.1 million) in FY 2018. The increase was primarily attributable to an increase in our rental expenses incurred during the pre-operation period, which is in line with the increased number of our newly leased-in rental units.

• Impairment loss. Our impairment loss increased significantly from RMB22.8 million in FY 2017 to RMB50.6 million (US$7.4 million) in FY 2018 because we made additional impairment provisions in line with our business expansion as indicated by the increase in the number of apartments contracted from 14,616 as of September 30, 2017 to 29,129 as of September 30, 2018.

Loss from Operations

As a result of the foregoing, our loss from operations increased by 125.0% from RMB189.5 million in FY 2017 to RMB426.4 million (US$62.1 million) in FY 2018.

Interest Income (Expense), Net

Our interest expense increased by 58.4% from RMB50.4 million in FY 2017 to RMB79.8 million (US$11.6 million) in FY 2018. The increase was primarily attributable to the increase in the interest expense we incurred for our tenants who used rental installment loans to prepay rentals from RMB41.4 million in FY 2017 to RMB73.9 million (US$10.8 million) in FY 2018. The increase in such interest expense was, in turn, due to the increase in our monthly average outstanding rental installment loan balance from RMB578.6 million in FY 2017 to RMB985.3 million (US$143.5 million) in FY 2018, partially offset by a slight decrease in our average interest rate for rental installment loans from 7.6% in FY 2017 to 7.5% in FY 2018.

Our interest income, which primary related to the interest from our bank deposits, increased significantly from RMB0.2 million in FY 2017 to RMB2.6 million (US$0.4 million) in FY 2018.

Fair Value Change of Contingent Earn-out Liabilities

We recorded a fair value loss of contingent earn-out liabilities of RMB5.2 million in FY 2017 and a fair value gain of contingent earn-out liabilities of RMB6.2 million (US$0.9 million) in FY 2017 and FY 2018, respectively. The fair value change of contingent earn-out liabilities mainly relates to our contingent earn-out liabilities to series C and C-1 preferred shareholders.

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Loss before Income Taxes

As a result of the foregoing, our loss before income taxes increased by 103.2% from RMB244.8 million in FY 2017 to RMB497.5 million (US$72.5 million) in FY 2018.

Income Tax Expense

Our income tax expense was RMB0.6 million in FY 2017 and RMB2.4 million (US$0.3 million) in FY 2018. We incurred income tax expense despite our loss before income tax as certain of our subsidiaries in the PRC had income before taxes and income tax was assessed accordingly on these subsidiaries.

Net Loss

As a result of the foregoing, we recorded a net loss of RMB245.4 million in FY 2017 and RMB499.9 million (US$72.8 million) in FY 2018.

Selected Quarterly Results of Operations

The following table sets forth our historical unaudited consolidated selected quarterly results of operations for the periods indicated. You should read the following table in conjunction with our audited and unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. We have prepared this unaudited consolidated selected quarterly financial data on the same basis as we have prepared our audited consolidated financial statements.

	Three months ended
	September 30, 2017			December 31, 2017			March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018			March 31, 2019			June 30, 2019
	RMB			RMB			RMB			RMB			RMB			RMB			RMB			RMB			US$
Net revenues:
Rental service		141,298			155,863			175,874			206,915			258,288			261,951			263,126			267,669			38,990
Value-added services and others		10,299			16,047			18,334			19,991			38,625			29,268			34,292			41,632			6,064
Total revenue		151,597			171,910			194,208			226,906			296,913			291,219			297,418			309,301			45,055
Operating costs and expenses:
Operating cost		(152,047	)		(170,279	)		(191,938	)		(239,689	)		(296,053	)		(315,767	)		(316,618	)		(326,695	)		(47,588	)
Selling and marketing expenses		(14,495	)		(21,656	)		(24,350	)		(29,456	)		(42,364	)		(30,887	)		(25,147	)		(46,077	)		(6,712	)
General and administrative expenses		(11,901	)		(15,500	)		(19,378	)		(22,896	)		(27,179	)		(25,884	)		(25,744	)		(24,409	)		(3,556	)
Research and development expenses		(9,181	)		(8,623	)		(13,406	)		(16,116	)		(13,802	)		(12,216	)		(13,817	)		(12,347	)		(1,799	)
Pre-operation expenses		(10,383	)		(21,680	)		(36,838	)		(30,445	)		(28,144	)		(17,572	)		(10,698	)		(8,796	)		(1,281	)
Impairment loss		(1,715	)		(8,253	)		(6,196	)		(6,105	)		(30,060	)		(12,436	)		(8,169	)		(12,791	)		(1,863	)
Other income (expense), net		(605	)		520			(288	)		897			2,905			229			(406	)		637			93
Total operating costs and expenses		(200,327	)		(245,471	)		(292,394	)		(343,810	)		(434,697	)		(414,533	)		(400,599	)		(430,478	)		(62,706	)
Loss from operations		(48,730	)		(73,561	)		(98,186	)		(116,904	)		(137,784	)		(123,314	)		(103,181	)		(121,177	)		(17,651	)
Interest income (expense), net		(17,486	)		(18,302	)		(18,039	)		(19,555	)		(21,271	)		(21,830	)		(22,944	)		(23,133	)		(3,370	)
Foreign exchange gain (loss)		(45	)		(29	)		(69	)		7			—			(356	)		(62	)		(542	)		(79	)
Fair value change of contingent earn-out liabilities		(5,165	)		(450	)		26,148			(2,300	)		(17,234	)		(9,433	)		(20,364	)		73,175			10,659
Loss before income taxes		(71,426	)		(92,342	)		(90,146	)		(138,752	)		(176,289	)		(154,933	)		(146,551	)		(71,677	)		(10,441	)
Income tax benefit (expense)		(84	)		(983	)		(853	)		(540	)		(17	)		(94	)		9			45			7
Net Loss		(71,510	)		(93,325	)		(90,999	)		(139,292	)		(176,306	)		(155,027	)		(146,542	)		(71,632	)		(10,434	)
Add/(less):
Interest income (expense), net		17,486			18,302			18,039			19,555			21,271			21,830			22,944			23,133			3,370
Income tax expense		84			983			853			540			17			94			(9	)		(45	)		(7	)

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	Three months ended
	September 30, 2017			December 31, 2017			March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018			March 31, 2019			June 30, 2019
	RMB			RMB			RMB			RMB			RMB			RMB			RMB			RMB			US$
Depreciation and amortization		23,203			29,321			33,732			40,683			48,575			51,476			53,316			54,388			7,923
EBITDA		(30,737	)		(44,719	)		(38,375	)		(78,514	)		(106,443	)		(81,627	)		(70,291	)		5,844			852
Add:
Impairment loss		1,715			8,253			6,196			6,105			30,060			12,436			8,169			12,791			1,863
Fair value changes of contingent earn-out liabilities(1)		5,165			450			(26,148	)		2,300			17,234			9,433			20,364			(73,175	)		(10,659	)
Share-based compensation		—			966			—			1,286			—			3,809			4,364			—			—
Adjusted EBITDA(2)		(23,857	)		(35,050	)		(58,327	)		(68,823	)		(59,149	)		(55,949	)		(37,394	)		(54,540	)		(7,944	)

(1) related to our contingent earn-out liabilities to series C and C-1 preferred shareholders.

(2) Includes lease cost of RMB14,792 thousand, RMB29,949 thousand, RMB47,896 thousand, RMB55,186 thousand, RMB59,846 thousand, RMB30,756 thousand, RMB6,105 thousand and RMB7,754 thousand (US$1,129 thousand) in the three months ended September 30, 2017, December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019, respectively, for which we record, but do not pay, rent in the current period.

Our landlords typically offer a 90-160-day rent-free period at the beginning of the lease, in which we have possession of the rental apartments but are not required to pay any cash lease costs, and we use the rent-free period to renovate the rental apartments. This is a common arrangement in our industry. Additionally, we pay a fixed rent to our landlords typically with an approximately 5% annual, non-compounding increase after the first three years of the lease term. Under U.S. GAAP, we are required to record rent-free periods and lease cost escalations on a straight-line basis over the term of the lease. In other words, we are required to record the total of all payments due under the lease evenly over the period of the lease, regardless of what our cash lease cost obligations may be in a particular period.

We generally experienced continued growth in our revenue in the eight quarters from July 1, 2017 to June 30, 2019, primarily driven by the continued increase in our number of available rental units although we experienced some fluctuations on a quarterly basis.

Our operating costs and expenses generally increased during these periods, generally in line with our revenue growth and business expansion.

Our quarterly results of operations, including the levels of our revenues, expenses, and net loss may vary significantly due to a variety of factors, some of which are outside of our control. For example, our revenues were generally higher during the three months ended September 30 of each year, as many students search for apartments in the cities where they are employed after graduation from universities. In addition, during and around the Chinese New Year holidays, which usually fall in January or February, our revenues were generally lower than the other period of the year as people are less likely to move into new apartments or stay in rented apartments during and around Chinese New Year holidays. As a result, even though our revenues rebound in March due to higher demand as labor forces come back to cities in search of jobs after the Chinese New Year holidays, our revenues were generally lower during the three months ended March 31 of each year. For these reasons, our results of operations may not be comparable from quarter to quarter. The impact of fluctuation and changes of market conditions was not apparent during our reporting period due to the rapid growth of our business. Due to our limited operating history, the trends that we have experienced in the past may not apply to, or be indicative of, our future operating results.

Liquidity and Capital Resources

Our principal sources of liquidity, which we have used to fund our growth, operations and capital expenditures for our apartments network, have been proceeds from tenants’ rental prepayment, including rental prepayment financed by rental installment loans from our financial institution partners, availability under our bank facilities, capital lease and other financing, and equity financing from issuance of preferred shares.

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As of June 30, 2019, we had cash and cash equivalents of RMB342.2 million (US$49.8 million), and restricted cash of RMB108.4 million (US$15.8 million). Our cash and cash equivalent represented cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less when purchased, and our restricted cash represented our deposits used as security against our bank borrowings and rental installment loans.

We recorded rental installment loan proceeds, which represent our tenants’ prepaid rents, as rental installment loans in our consolidated balance sheet. As of June 30, 2019, we had RMB872.6 million (US$127.1 million) in outstanding rental installment loans, with fixed annual interest rates between 4.75% and 8.50%.

In August 2018, we started to cooperate with a rental service company owned by a bank to source and renovate apartments in Shanghai and Hangzhou. Under this model for certain newly sourced apartments, we continue to be responsible for the entire operating process, including identifying potential apartments for rent, rental pricing and procuring and paying for apartment renovation. Once we have finished the renovation, the rental service company reimburses us for our costs incurred for the renovation. We make payments to the rental service company in installments equal to the reimbursed renovation costs plus interest (with a fixed annual interest rate ranging from 7.25% to 7.38%) and tax over a period of five years. At the end of the five-year period, the ownership of the renovation will be transferred to us. We account for the arrangement with the rental service company as a capital lease. Under this arrangement, we also sell leasehold improvements and furniture, fixtures and equipment of certain existing apartments to the rental service company at carrying value and simultaneously lease them back. We account for such transaction as a financing arrangement. The proceeds received from the rental service company are reported as other financing arrangement payable. As of June 30, 2019, our capital lease and other financing arrangement payable to this rental service company was RMB445.9 million (US$65.0 million), representing the principal amount and accrued interest over our renovation costs on 6,862 apartments under this model as of the same date.

As of June 30, 2019, we had RMB303.7 million (US$44.2 million) in our outstanding bank borrowings. As of June 30, 2019, we were in compliance with all material terms and covenants of our credit agreements.

We also raised capital from issuing preferred shares. As of June 30, 2019, we had raised approximately RMB1.1 billion since our inception through the issuance of preferred shares.

Our business requires substantial capital expenditure, and we need to make significant upfront investment for sourcing and renovation of rental apartments, including to add an additional bedroom under our N+1 model, and decorate and furnish them. We have relied on proceeds from our tenants’ rental prepayment to finance a significant portion of our capital expenditure. When a tenant terminates the lease before the end of the period covered by his or her rental prepayment, we are required to refund the unused prepaid rentals to the tenant, or repay the rental installment loans representing the unused prepaid rentals to our financial institution partners where the tenant used the proceeds from the rental installment loans granted by such financial institution partners to finance the rental prepayment. In the nine months ended June 30, 2019, 48.3% of our terminated leases with tenants were terminated before the expiration of the lease term covered by the prepayment, including 47.3% terminated before the expiration of the applicable lock-in period (if a tenant terminates the lease before the lock-in period, which is typically 12 months, his or her security deposit, usually representing one or two months’ rental will be forfeited).

To manage potential liquidity risk arising from tenants’ early termination, we have adopted a stringent cash management policy, which involves monitoring the level of our outstanding rental installment loan on the one hand, and our expenses and other capital requirements and available sources of financing on the other hand on a monthly basis to determine the maximum volume of rental installment loan inflow for the following month. We have also been exploring alternative sources of financing, for example, our partnership with a rental service company owned by a bank since August 2018 to finance apartment renovation under a financing arrangement model, and asset light strategies, including sourcing furnished apartments from landlords to reduce our upfront

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capital outlay. We also regularly monitor our current and expected liquidity requirements to ensure that we maintain sufficient cash balances to meet our liquidity needs.

As of September 30, 2017 and 2018 and June 30, 2019, we recorded negative working capital, and our current liabilities exceeded our current assets by RMB631.1 million, RMB1,521.9 million (US$221.7 million) and RMB940.7 million (US$137.0 million), respectively. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. These factors are mitigated by the following plans and actions: (i) in March 2019, we obtained RMB2.0 billion (US$291.2 million) comprehensive credit facility with a three-year term from a PRC commercial bank to support our operations, of which RMB1.0 billion (US$145.6 million) is for rental installment loans; of the remaining RMB1.0 billion (US$145.6 million) of the above credit facility, RMB450.0 million (US$65.5 million) is contractually restricted for the payment for renovation expenditure and daily operations, and RMB550.0 million (US$80.1 million) for supply chain funding; based on our historical experience, renovation and supply chain funding requests will be approved in the normal course of business, provided that we submit the required supporting documentation and the amount is within the credit limit granted; and (ii) since 2018, we have cooperated with a rental service company owned by a bank to source and renovate apartments under financing arrangements, and (iii) in February 2019, we initiated an asset-light strategy by sourcing decorated and furnished apartments from landlords, which reduced the need for additional capital expenditures for apartment renovation; we consider that these strategies will reduce our needs to use the rental installment loans to fund the pre-operation and renovation costs going forward, which will improve our liquidity situation. Based on the above, we believe our existing capital resources are sufficient to meet our cash requirements to fund planned operations and other commitments for at least the next 12 months.

However, future financing requirements will depend on many factors, including the scale and pace of the expansion of our apartment network, our efficiency in apartment operation, including apartment renovation and pricing, the expansion of our sales and marketing activities, and potential investments in, or acquisitions of, businesses or technologies. Additional funds may not be available on favorable terms or at all. See “Risk Factors—Risk Related to Our Business and Industry—Our business requires significant capital expenditure for sourcing, renovation, and maintenance of rental apartments. Inability to access financing on favorable terms in a timely manner or at all would materially and adversely affect our business, results of operations, financial condition, and growth prospects.”

The following table sets forth a summary of our cash flows for the years indicated:

	FY 2017			FY 2018						Nine months ended June 30,
										2018			2019
	RMB			RMB			US$			RMB			RMB			US$
Net cash used in operating activities		(43,589	)		(117,048	)		(17,051	)		(98,063	)		(55,689	)		(8,113	)
Net cash used in investing activities		(285,518	)		(674,298	)		(98,223	)		(482,311	)		(287,707	)		(41,909	)
Net cash provided by financing activities		649,451			539,528			78,591			514,351			675,386			98,379
Effect of foreign exchange rate changes		(238	)		3,455			505			(484	)		(121	)		(15	)
Net increase (decrease) in cash, cash equivalents and restricted cash		320,106			(248,363	)		(36,178	)		(66,507	)		331,869			48,342
Cash, cash equivalents and restricted cash at the beginning of the period		47,009			367,115			53,476			367,115			118,752			17,298
Cash, cash equivalents and restricted cash at the end of the period		367,115			118,752			17,298			300,608			450,621			65,640

Operating Activities

Net cash used in operating activities was RMB55.7 million (US$8.1 million) for the nine months ended June 30, 2019, which was primarily attributable to a net loss of RMB373.2 million (US$54.4 million), partially offset

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by non-cash items of RMB209.9 million (US$30.6 million) and a net working capital inflow of RMB107.6 million (US$15.7 million). The non-cash items of RMB209.9 million (US$30.6 million) were primarily attributable to (i) depreciation and amortization of RMB159.2 million (US$23.2 million) in relation to our renovation cost, (ii) deferred rent of RMB37.1 million (US$5.4 million), which represented the amount by which our straight-lined rental costs exceeded our contractual liability under our lease agreements with landlords, and (iii) impairment loss of RMB33.4 million (US$4.9 million). The net working capital inflow of RMB107.6 million (US$15.7 million) was primarily attributable to (i) a decrease in prepaid rent and deposit of RMB38.0 million (US$5.5 million), (ii) an increase in deposits from tenants of RMB31.3 million (US$4.6 million), and (iii) an increase in accounts payable of RMB25.3 (US$3.7 million), partially offset by the decrease in amounts due to related parties of RMB31.9 million (US$4.6 million).

Net cash used in operating activities was RMB117.0 million (US$17.1 million) in FY 2018, which was primarily attributable to a net loss of RMB499.9 million (US$72.8 million), partially offset by non-cash items of RMB392.0 million (US$57.1 million) and a net working capital outflow of RMB9.1 million (US$1.3 million). The non-cash items of RMB392.0 million (US$57.1 million) were primarily attributable to (i) deferred rent of RMB182.3 million (US$26.6 million), which represented the amount by which our straight-lined rental costs exceeded our contractual liability under our lease agreements with landlords, (ii) depreciation and amortization of RMB152.3 million (US$22.2 million) in relation to our renovation cost, and (iii) impairment loss of RMB50.6 million (US$7.4 million). The net working capital outflow of RMB9.1 million (US$1.3 million) was primarily attributable to (i) an increase in prepaid rent and deposit of RMB75.9 million (US$11.1 million), (ii) an increase in other current assets of RMB21.5 million (US$3.1 million), and (iii) an increase in amounts due from related parties of RMB10.0 million (US$1.5 million), partially offset by (i) an increase in accrued expenses and other current liabilities of RMB36.2 million (US$5.3 million), (ii) an increase in deposit from tenants of RMB32.2 million (US$4.7 million), and (iii) an increase in deferred revenue of RMB22.2 million (US$3.2 million), which represented the portion of prepaid rents within the applicable lock-in period, as we expanded our apartment network and increased occupancy rate.

Net cash used in operating activities was RMB43.6 million in FY 2017, which was primarily attributable to a net loss of RMB245.4 million, partially offset by non-cash items of RMB185.2 million and a net working capital inflow of RMB16.7 million. The non-cash items of RMB185.2 million were primarily attributable to (i) depreciation and amortization of RMB101.8 million in relation to our renovation cost, (ii) deferred rent of RMB33.6 million and (iii) impairment loss of RMB22.8 million. The net working capital inflow of RMB16.7 million was primarily attributable to (i) a decrease in other current assets of RMB29.2 million, and (ii) an increase in accrued expenses and other liabilities of RMB27.1 million, partially offset by (i) an increase in advances to suppliers of RMB13.3 million, and (ii) an increase in prepaid rent and deposit of RMB13.0 million.

Investing Activities

Net cash used in investing activities was RMB287.7 million (US$41.9 million) for the nine months ended June 30, 2019, due to our purchases of property and equipment of RMB287.7 million (US$41.9 million).

Net cash used in investing activities was RMB674.3 million (US$98.2 million) in FY 2018, due to our purchases of property and equipment of RMB674.3 million (US$98.2 million).

Net cash used in investing activities was RMB285.5 million in FY 2017, due to our purchases of property and equipment of RMB247.1 million and purchases of intangible assets of RMB11.5 million.

Financing Activities

Net cash provided by financing activities was RMB675.4 million (US$98.4 million) for the nine months ended June 30, 2019. This primarily consisted of (i) proceeds of RMB840.5 million (US$122.4 million) from rental installment loans, (ii) proceeds of RMB530.0 million (US$77.2 million) from issuance of preferred shares,

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net of issuance costs, (iii) proceeds of RMB320.5 million (US$46.7 million) from capital lease and other financing arrangement, and (iv) proceeds of RMB200.0 million (US$29.1 million) from long-term and short-term borrowings, partially offset by (i) the repayment of RMB1,081.8 million (US$157.6 million) of rental installment loans, (ii) the repayment of RMB88.6 million (US$12.9 million) of long-term and short-term borrowings, and (iii) the repayment of RMB37.3 million (US$5.4 million) of capital lease and other financing arrangement liabilities.

Net cash provided by financing activities was RMB539.5 million (US$78.6 million) in FY 2018. This primarily consisted of proceeds of RMB1,886.2 million (US$274.8 million) from rental installment loans, and proceeds of RMB185.1 million (US$27.0 million) from issuance of preferred shares, partially offset by (i) the repayment of RMB1,523.1 million (US$221.9 million) of rental installment loans, (ii) RMB108.1 million (US$15.8 million) of repayment of long-term debt and (iii) RMB49.0 million (US$7.1 million) of repayment of short-term debt.

Net cash provided by financing activities was RMB649.5 million in FY 2017. This primarily consisted of proceeds of RMB1,020.9 million from rental installment loans, proceeds of RMB323.0 million from long-term and short-term borrowings, and proceeds of RMB192.3 million from issuance of preferred shares, net of issuance costs, partially offset by (i) the repayment of RMB785.1 million of rental installment loans, (ii) RMB67.0 million of repayment of short-term debt and (iii) RMB37.8 million of repayment of long-term debt.

Rental Installment Loans

We cooperate with various commercial banks and other financial institutions to facilitate rental installment loans for our tenants in need. Our tenants can apply for rental installment loans directly from these financial institutions. If the loans are approved by the financial institutions, the proceeds, which represent the total rental payments for the period covered under the lease agreement, are available to us at the inception of the lease and are applied to the tenants’ rental payments on a monthly basis. As of June 30, 2019, we cooperated with 11 financial institutions to finance rental installment loans with annual interest rates between 4.75% and 8.50% and a total outstanding principal balance of RMB872.6 million (US$127.1 million).

Credit Facilities

In the first quarter of 2019, we entered into a strategic cooperation agreement with Shanghai Huarui Bank Co., Ltd., or SHRB, pursuant to which we were granted a three-year revolving credit line of RMB2.0 billion (US$291.3 million). Of this credit line, RMB450.0 million (US$65.5 million) is for decoration, RMB550.0 million (US$80.1 million) for supply chain financing, and RMB1.0 billion (US$145.7 million) for our guarantee on rental installment loans. The credit line is available by February 2022. The interest rate for this credit facility was fixed at 7.5% per annum. As of August 31, 2019, the total outstanding amount under this credit line was RMB662.8 million (US$96.6 million).

Capital Expenditures

Our capital expenditures were primarily in connection with renovation of our leased-in apartments and procurement of technology, information and operational software and hardware. Our capital expenditures totaled RMB275.7 million, RMB1,000.4 million (US$145.7 million), and RMB140.2 million (US$20.4 million) in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively. We will continue to make capital expenditures to meet the expected growth of our business.

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Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations as of September 30, 2018:

	Payment due by period
	Total		Less than 1 year		1-2 years		3-5 years		More than 5 years
	(in RMB thousands)
Operating lease obligations(1)		6,729,621		947,047		1,823,067		1,800,948		2,158,559
Purchase commitments(2)		76,876		58,925		17,951		—		—
Long-term debts(3)		244,680		86,995		112,577		38,160		6,948
Short-term debts(3)		62,230		62,230		—		—		—
Rental installment loans(4)		1,108,097		1,108,097		—		—		—

(1) related to the lease agreements we have entered into for properties which we operate

(2) related to leasehold improvements and installation of equipment

(3) including interests to be paid

(4) see note 2 beginning on page F-17 of our consolidated financial statements included elsewhere in this prospectus

As of June 30, 2019, we had RMB403.5 million (US$58.8 million) capital lease and other financing arrangement payable which we expect to pay within five years.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. 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.

Internal Control over Financial Reporting

Prior to this offering, we were a private company with limited accounting personnel and other resources to address our internal controls and procedures. Our independent registered public accounting firm, or our independent accountant, has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of September 30, 2017 and 2018 and for FY 2017 and FY 2018, we and our independent accountant identified two “material weaknesses” in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and other control deficiencies. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified related to (i) lack of sufficient accounting and financial reporting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to (a) formalize and carry out key controls over financial reporting, (b) properly address complex accounting issues and (c) prepare and review consolidated financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements, and lack of a comprehensive accounting policy manual and closing procedure manual for its finance department to convert its primary financial information prepared under accounting principles generally accepted in the PRC into U.S. GAAP and (ii) absence of audit committee and internal audit function to establish formal risk assessment process and internal control framework.

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We are in the process of implementing a number of measures to address the material weaknesses that have been identified, including: hiring additional accounting staff with appropriate understanding of U.S. GAAP and SEC reporting requirements, training the existing financial reporting personnel and engaging an independent third-party consultant to assist in establishing processes and oversight measures to comply with the requirements of Sarbanes-Oxley Act. We also plan to take other steps to strengthen our internal control over financial reporting, including formalizing a set of comprehensive U.S. GAAP accounting manuals, establishing an audit committee, establishing an internal audit function independently led by audit committee, providing relevant training to our accounting personnel and upgrading our financial reporting system to streamline monthly and year-end closings and integrate financial and operating reporting systems.

However, we cannot assure you that we will remediate our material weakness in a timely manner. See “Risk Factors—Risks Related to Our Business and Industry—If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.”

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

Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest rates for rental installment loans, capital leases and other financing arrangement, and bank borrowings. The interest rate risk may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control. We may incur additional borrowings or other facilities in the future. Significant increases in interest rates may have an adverse impact on our earnings if we are unable to source rental apartments with rental rates high enough to offset the increase in interest rates for the rental installment loans, capital leases and other financing arrangement, and bank borrowings.

The sensitivity analysis below has been determined based on the exposure to interest rates for interest bearing bank balances and other borrowings with variable interest rates as of September 30, 2018 and June 30, 2019. The analysis is prepared assuming that those balances outstanding as of September 30, 2018 and June 30, 2019 were outstanding for the whole financial year. A 1.0% increase or decrease which represents the management’s assessment of the reasonably possible change in interest rates is used. Assuming no change in the outstanding balance of our existing interest bearing bank balances and other borrowings with variable interest rates as of September 30, 2018 and June 30, 2019, a 1.0% increase or decrease in each applicable interest rate would add or deduct RMB11.8 million (US$1.8 million) and RMB9.5 million (US$1.4 million) to our interest expense in FY 2018 and the nine months ended June 30, 2019, respectively.

This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. In addition, in the event of a change of such magnitude, we would consider taking actions to mitigate our exposure to the change. However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure. We have not used any derivative financial instruments to manage our interest risk exposure.

Foreign Exchange Risk

The value of Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC

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government. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Following the removal of the U.S. dollar peg, 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 PRC government has allowed the Renminbi to appreciate slowly against the U.S. dollar again, and it has appreciated more than 10% since June 2010. On August 11, 2015, the PBOC announced plans to improve the central parity rate of the RMB against the U.S. dollar by authorizing market-makers to provide parity to the China Foreign Exchange Trading Center operated by the PBOC with reference to the interbank foreign exchange market closing rate of the previous day, the supply and demand for foreign currencies as well as changes in exchange rates of major international currencies. Effective from October 1, 2016, the International Monetary Fund added Renminbi to its Special Drawing Rights currency basket. Such change and additional future changes may increase the volatility in the trading value of the Renminbi against foreign currencies. The (depreciation) / appreciation of the U.S. dollar against the Renminbi was approximately (0.2)%, 3.2% and 0.04% in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively. 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 Renminbi and the U.S. dollar in the future.

As substantially all of our revenues and expenses are denominated in Renminbi, we do not believe that we currently have any significant direct foreign exchange risk, and 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 Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSs will be traded in U.S. dollars. In addition, the reporting currency of our company is Renminbi, the functional currency of our company is U.S. dollars, and the functional currency of our subsidiaries is their local currencies, which is Renminbi for our operating subsidiaries. Any significant revaluation of U.S. dollars may materially and adversely affect our earnings and shareholders’ deficits in Renminbi given that a portion of our cash and cash equivalents are denominated in U.S. dollars. A 5% depreciation of U.S. dollars against Renminbi may increase loss and shareholders’ deficits by RMB0.1 million, RMB2.1 million (US$0.3 million) and RMB15.8 million (US$2.3 million) for FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively.

Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiary, VIE and VIE’s subsidiaries in the PRC. In utilizing the proceeds from this offering, as an offshore holding company, we are permitted, under PRC laws and regulations, to provide funding to our PRC subsidiaries only through loans or capital contributions. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. For an increase in the registered capital of any of our PRC subsidiaries, we need to complete certain filing and/or registration procedures with competent authorities, which typically take us one or two months. Some local authorities in the PRC require prior approval before such procedures, according to which we shall file requested documents related to the proposed capital increased on the online integrated registration system. If we provide funding to any of our PRC subsidiaries through loans, the total amount of such loans may not exceed the difference between the total investment as approved by the foreign investment authorities and the registered capital of such PRC subsidiary. Such loans should be registered with the SAFE which usually takes no more than 20 working days to complete. The cost of obtaining such approvals or completing such registration is minimal. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional

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capital contributions to our PRC subsidiary which would materially and adversely affect our liquidity and our ability to fund and expand our business.”

As a holding company, we rely upon dividends paid to us by our subsidiaries in the PRC to pay dividends and to finance any debt we may incur. If our subsidiaries or other consolidated entities or any newly formed subsidiaries or other consolidated entities 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 subsidiaries and other consolidated entities are permitted to pay dividends to us only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Pursuant to laws applicable to entities incorporated in the PRC, each of our subsidiaries and other consolidated entities in the PRC must make appropriations from after tax profit to a statutory surplus reserve fund. The reserve fund requires annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) after offsetting accumulated losses from prior years, until such reserve reaches 50% of the subsidiary’s registered capital. The reserve fund can only be used to increase the registered capital and eliminate further losses of the respective companies under PRC regulations. As of September 30, 2017 and 2018 and June 30, 2019, we did not incur statutory reserves of our PRC subsidiaries and other consolidated entities as we incurred net loss in FY 2017, FY 2018 and the nine months ended June 30, 2019. These reserves are not distributable as cash dividends, loans or advances. In addition, due to restrictions under PRC laws and regulations, our PRC subsidiaries and other consolidated entities are restricted in their ability to transfer their net assets to us in the form of dividend payments, loans or advances. Amounts of net assets restricted include paid-up capital and statutory reserve funds of our PRC subsidiaries amounted to RMB619.1 million, RMB942.4 million (US$137.3 million) and RMB989.9 million (US$144.2 million) as of September 30, 2017 and 2018 and June 30, 2019, respectively.

Furthermore, under regulations of the SAFE, the RMB is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.

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 2017 and 2018 were increases of 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.

Impact of Recently Issued Accounting Standards

A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 “Summary of Significant Accounting Policies—Recent accounting pronouncements” to our consolidated financial statements included elsewhere in this prospectus.

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INDUSTRY

All information and data presented in this section has been derived from the China Insights Consultancy Report dated June 27, 2019, as updated in September 2019, unless otherwise noted. China Insights Consultancy has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Overview of China’s Long-term Apartment Rental Market

Background

China’s economy has been growing at a steady rate over the past decade. The annual disposable income per capita in China increased from RMB20,167.0 in 2014 to RMB28,228.0 (US$4,110.1) in 2018, representing a CAGR of 8.8% during this period, and is projected to reach RMB43,747.0 by 2024, achieving a CAGR of 7.6% from 2018 to 2024.

In line with the growth of disposable income, and driven by the high home purchase prices nationwide and increasing demand for rental housing in line with the urbanization in China, monthly rental expense per tenant for long-term apartment rental in China has been increasing in recent years from RMB345.1 in 2014 to RMB523.9 (US$76.3) in 2018 with a CAGR of 11.0%, outpacing the growth of per capita annual disposable income during the same period. In 2018, approximately 80% of tenants in China sought for apartments with monthly rental expenses less than RMB2,000 on average. In 2017, rental expenses in China on average accounted for 21% of disposal income, and the percentage was much higher in tier 1 and tier 2 cities in China. China’s rental expense as percentage of disposable income is relatively low compared to developed countries or regions. The chart below shows rental expenses as percentage of disposable income in the countries and region indicated in 2018.

Rental expenses as percentage of disposable income in 2018

Long-term apartment rental refers to apartment rental with a lease term of one month or longer. China’s long-term apartment rental market is experiencing rapid growth. The market size, as measured by rents paid by tenants, reached RMB1,512.0 billion (US$220.2 billion) in 2018. This growth is expected to continue and reach RMB3,070.6 billion in 2024 with a CAGR of 12.5% from 2018 to 2024.

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The chart below shows the breakdown of China’s long-term apartment rental market by rental business model.

China’s long-term apartment rental market breakdown by business model, in terms of rent paid by tenants, 2014-2024E

Despite its rapid growth, China’s long-term rental market is still under-penetrated compared to developed countries. In developed countries such as Germany and Japan, the long-term rental penetration rate, referring to the number of long-term rental tenants as a percentage of the total population, accounted for 55.0% and 38.7% of the total population, respectively, as of December 31, 2018. The penetration rate of long-term rental tenants in China, however, was only 17.2% as of December 31, 2018, which suggests a huge growth potential.

Penetration of long-term rental tenants, developed countries vs. China, as of December 31, 2018

In addition, China’s urbanization rate in 2018 was still lower than these developed countries. The chart below shows urbanization rates in China and other countries in 2018.

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Urbanization rates in China and other developed countries in 2018

Key Drivers of China’s Long-term Apartment Rental Market

Increase in the Number of Long-term Rental Tenants

As of December 31, 2014, there were 209.3 million long-term rental tenants in China, which increased to 240.5 million as of December 31, 2018, with a CAGR of 3.5%. This trend is expected to continue, with the number of long-term rental tenants in China reaching 287.0 million as of December 31, 2024, with a CAGR of 3.0% from 2018 to 2024.

The increase in the number of long-term rental tenants in China was mainly attributable to:

• the continuing urbanization trend in China, resulting in an increase in the number of young-to-middle aged migrants moving from rural areas to cities;

• changes in the mindset of Chinese people, which results in an increasing preference for rental over home ownership for greater flexibility and convenience; and

• the relatively high housing price-to-income ratio in China, especially in tier 1 and leading tier 2 cities, compared to the price-to-income ratio in developed countries such as the United States. This indicates that the housing price in China is unaffordable and therefore, apartment rental is a more economical way of living in China.

Average housing price-to-income ratio, China vs. the United States in 2018

* average housing price-to-income ratio = average housing price per square meter × average living space per person / annual per capita disposable income

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Favorable Policies Supporting Long-term Apartment Rental

Central and local governments in China adopted policies to incentivize and support the growth of the apartment rental sector, including reducing income tax, medical insurance and social security payment ratio, which benefit individuals with income below RMB10,000.0 (US$1,456.7) a month, and offering equal access to public services and schools to homeowners as well as renters. The reform of individual income tax in China incentivizes more young people to rent apartments as they can enjoy the tax reduction for rental payments. In addition, the reduction of value-added tax also supports the development of long-term apartment rental industry.

Comparison of Long-term Apartment Rental Business Models

The long-term apartment rental market in China comprises (i) a traditional customer-to-customer (“C2C”) apartment rental model in which individual owners of apartments rent their apartments directly to tenants or through housing rental agencies, and (ii) a branded long-term apartment rental model, which is a relatively new apartment rental business model in China, where professional apartment rental operators provide convenient and standardized rental services to landlords and tenants, and decorate and centrally manage the rental apartment portfolio in a standardized and professional fashion.

The chart below shows the competitive advantages of a traditional C2C model and a branded long-term apartment rental model.

Traditional C2C vs. branded long-term apartment rental

Branded long-term apartment rental model can effectively address the unserved or underserved needs of traditional rental by providing high-quality and standardized apartment renovation, convenient after-rental experience for tenants and landlords alike and a wide-selection of value-added services. It is also more efficient compared to the traditional C2C model in tenant acquisition and apartment management, and incorporates innovative technology in key areas of business processes.

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Overview of China’s Branded Long-term Apartment Rental Market

An Under-penetrated Market

Despite its rapid growth with a CAGR of 85.2% from 2014 to 2018 and expecting to reach RMB395.7 billion in 2024 with a CAGR of 51.5% from 2018 to 2024, the penetration rate of branded long-term rental tenants in China, referring to the number of branded long-term rental tenants as a percentage of the total number of long-term rental tenants, was only 1.8% as of December 31, 2018, much lower than that of developed countries, such as the United States and Germany, where the penetration rates of branded long-term rental tenants were 46.0% and 35.0%, respectively, as of December 31, 2018. In addition, the top five branded long-term apartment rental operators in aggregate and the other branded long-term apartment rental operators in aggregate had market shares of 0.7% and 1.4%, respectively, in the long-term apartment rental market in China, in terms of gross rental value in 2018.

Number of tenants of China’s branded long-term apartment rental market, 2014-2024E

Average monthly rental expense per rental unit for branded long-term apartment rental in China, 2014-2024E

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Centralized Model and Dispersed Model

The branded long-term apartment rental model further comprises a centralized model and a dispersed model. For the centralized model, the property locations operated by the long-term apartment rental operators are centralized. For example, operators acquire or lease in a whole building as the subject of apartment rental services. For the dispersed model, the property locations operated by the long-term apartment rental operators are dispersed. For example, operators integrate the housing resources from different locations and provide standardized rental services.

The dispersed long-term apartment rental is expected to remain the major business model in China’s market. The market size (in terms of rents paid by tenants) of the dispersed long-term apartment rental market in China was RMB26.1 billion (US$3.8 billion) in 2018, which is expected to increase to RMB331.7 billion in 2024 with a CAGR of 52.7% from 2018 to 2024. It is expected to represent 83.8% (in terms of rents paid by tenants) of the overall branded long-term apartment rental market in China in 2024. The chart below shows the breakdown of China’s branded long-term apartment rental market by rental business model.

China’s branded long-term apartment rental market breakdown by business model, in terms of rent paid by tenants, 2014-2024E

The dispersed model platforms are more scalable, require less initial capital outlay and enjoy more flexible apartment supply and rental terms. Below is a comparison between the dispersed and centralized models.

Business models
Features	•   Operators collect and operate apartments located in different areas •   In most cases, apartments are collected from individual landlords	•   Operators operate a whole building or a few floors in a building •   In most cases, buildings are collected by leasing from landlords or professional housing developers
Scale	•   Easy to scale up due to sufficient supply of dispersed vacant apartments in China	•   Hard to scale up due to limited number of suitable buildings for apartment rental
Cash flow	•   Limited initial capital investment and flexible cash flow	•   Huge initial capital investment and high cash flow pressure

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Amenities	•   Standardized interior decoration among apartments located in different areas	•   Able to create building-level amenities such as fitness rooms, swimming pools and board game rooms to fulfill different needs of tenants
Management	•   Comprehensive portfolio and property management abilities are required to manage apartments located in different areas	•   Easy to manage due to centralized property
Brand awareness	•   Broader brand awareness due to larger and broader customer base and benefit more from economy of scale	•   Relatively lower brand awareness due to centralized communities and residents

Characteristics of China’s Branded Long-term Apartment Rental Market

In addition to the factors that drive China’s long-term apartment rental market discussed above, China’s branded long-term apartment rental market is expected to further benefit from the following factors:

Untapped Supply vs. Growing Demand in China’s Long-term Apartment Rental Market

Due to the relatively low rental yield in China compared to value appreciation of apartments, property owners in China often prefer to hold their apartments as long-term investments in anticipation of future appreciation in home price, rather than leasing them out, which would involve substantial costs and efforts to renovate and furnish the apartments and search for suitable tenants. As a result, there is a notable percentage of idle apartments (i.e., apartments which are not listed for sale or lease) in China, which represented approximately 22.0% and 24.0% of the total number of apartments in tier 1 cities and leading tier 2 cities, respectively, as of December 31, 2018. On the other hand, there is a huge migrant population seeking affordable rooms to rent in tier 1 cities and leading tier 2 cities. This mismatch creates opportunities for branded long-term apartment operators, who bring the abundant, untapped supply of idle apartments to the rental market by turning them into affordable rental units for tenants, and offering landlords one-stop solutions to furnish and lease out apartments and receive stable rents.

China’s long term-term apartment rental market is dominated by the traditional C2C model, and the branded long-term apartment penetration rate in China was only 1.8% as of December 31, 2018. On one hand, apartments in China usually have two to three bedrooms and a living room, which are suitable for a household, but could be too costly for individual tenants. Under the traditional C2C model, landlords usually prefer to rent out an entire apartment instead of separately renting out each room and dealing with multiple tenants. On the other hand, young tenants may not be able to afford the rental for the entire apartment. As a result, there are huge opportunities for branded apartment rental operators to expand their market share by providing co-living efficiency and increasing affordability, for example, by converting an apartment’s living room to add an additional bedroom, and separately rent out each bedroom to individual tenants.

An Increasing Number of Tenants, Especially College Graduates, Viewing Branded Long-term Apartment Rental as Their Preferred Choices

The growing popularity of branded long-term apartment rental is also driven by the increasing appreciation of high quality services and convenience provided by branded long-term operators among the younger Chinese population. Among them, college graduates are the main target customers of branded long-term apartment rental operators, and the number of college graduates in China has been increasing over the past few years from 5.8 million in 2010 to 8.2 million in 2018. These young people, usually with stable income, are more likely to choose branded long-term apartment rental over traditional C2C apartment rental due to standardized, high-quality and convenient one-stop rental services provided by professional operators.

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Favorable Policies Supporting Branded Long-term Apartment Rental Operators

Both the central and local governments in China have intensively issued policies to encourage the development of China’s branded long-term apartment rental market. For example, the following lists out some favorable regulatory developments for branded apartment operators:

Recognition of the N+1 model:

• Shanghai government published Opinions on the Trial Implementation of Encouraging Various Social Institutions to Act as Agents for the Rental of Vacant Housing Stock in 2015 to encourage and regulate the N+1 model;

• In 2016, the Vice President of MOHURD cited Shanghai’s N+1 model as an example, allowing eligible living rooms to be converted into a single rental unit.

Facilitating financing:

• Notice on Promoting Rental Asset Backed Securitization, or ABS, was published in 2017 by CSRC and MOHURD, which clarifies the basic conditions for rental ABS, represents a supporting position at the regulatory level and sets out procedures and evaluation schemes for rental ABS implementation;

• The CSRC started its research on public rental real estate investment trust products for individual investors and formulation of relevant policies and regulations in 2018.

Competitive Landscape

Top Five Branded Long-Term Rental Operator with Average Monthly Rental Less Than RMB2,000 in Terms of Scale in China

According to China Insights Consultancy, approximately 80% of tenants in China sought for apartments with monthly rental less than RMB2,000 (US$291) as of December 31, 2018. We ranked first among operators with average monthly rental less than RMB2,000 (US$291) in the branded long-term apartment rental market in China, in terms of number of available rental units as of December 31, 2018. The chart below shows the top five branded long-term apartment rental operators with average monthly rental less than RMB2,000 (US$291) in China, in terms of number of available rental units as of December 31, 2018.

Number of available rental units* of branded long-term apartment rental operators with average monthly rental less than RMB2,000 in China as of December 31, 2018

Note: *apartment rental business under asset management model is not included in the ranking

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Top Five Branded Long-term Apartment Rental Operators in Terms of Scale in the Yangtze Mega-city Cluster

The Yangtze mega-city cluster centered around Shanghai is a world-class urban agglomeration centered around Shanghai, which mainly includes Shanghai, Nanjing, Suzhou and Hangzhou. It is the most developed economic region in China which is seeing an increasing number of high-quality talents. The chart below shows the top five major operators in the branded long-term apartment rental market in the Yangtze mega-city cluster centered around Shanghai, in terms of gross rental value in 2018, the number of available rental units and occupied rental units as of December 31, 2018.

Top five branded long-term apartment rental operators in the Yangtze mega-city cluster centered around Shanghai

Note: *Company D is under centralized branded long-term rental apartment business model

Top Five Branded Long-term Apartment Rental Operators in Terms of Scale in China

We ranked third among major operators in the branded long-term apartment rental market in China as of December 31, 2018. The chart below shows the top five major branded long-term apartment rental operators in China, in terms of number of available rental units as of December 31, 2018.

Number of available rental units of branded long-term apartment rental operators in China as December 31, 2018

Note: apartment rental business under asset management model is not included in the ranking.

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Comparison of China’s Major Dispersed Branded Long-term Apartment Rental Operators in Terms of Asset Quality and Efficiency

The chart below compares certain asset quality-related metrics, including rental spread margin, average lease term with landlords, average month-end occupancy rate, per manager managed rental units and acquisition cost per tenant, among the major dispersed branded long-term apartment operators in China in 2018.

* referring to the lease-in contract lock-in period

** referring to the extension period at the discretion of the landlords

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BUSINESS

Our Mission

Providing homes for China’s young people.

Overview

We are a leading technology-driven long-term apartment rental platform in China, offering young, emerging urban residents conveniently-located, ready-to-move-in, and affordable branded apartments as well as facilitating a variety of value-added services. We are one of the pioneers in providing branded rental apartments in China. Under our dispersed lease-and-operate model, we lease apartments from landlords and transform these apartments, mostly from bare-bones condition, into standardized furnished rooms to lease to people seeking affordable residence in cities, following an efficient, technology-driven business process. We grew significantly at 114.4% CAGR from 940 available rental units in Shanghai as of December 31, 2012, the year when we started substantial operation, to 91,234 available rental units across six cities in China as of December 31, 2018. We ranked first among branded long-term apartment operators in the Yangtze mega-city cluster centered around Shanghai, one of the most prosperous regions in China, in terms of gross rental value in 2018 and the number of available rental units as of December 31, 2018, and third among branded long-term apartment operators in China, in terms of the same metrics, according to China Insights Consultancy. According to China Insights Consultancy, approximately 80% of tenants in China sought for apartments with monthly rental less than RMB2,000 (US$291) as of December 31, 2018. We are the largest branded long-term apartment rental operator with average monthly rental less than RMB2,000 (US$291) in China, in terms of number of available rental units as of December 31, 2018, according to the same source. We achieved average month-end occupancy rates of 91.6% and 92.4% in 2017 and 2018, respectively, the highest among major branded long-term apartment rental platforms in China, according to the same source.

Driven by the rapid urbanization, rising housing prices, millennial mindsets of sharing economy, and supportive government policies, branded long-term rental apartment service is an underpenetrated, fast-growing industry in China. An increasing number of young people in China move to cities for education or work and seek affordable long-term rental apartments. Traditionally, tenants rely on rental agencies or deal with individual landlords to rent apartments and have to contact individual landlords, who at times may not be responsive, for maintenance and repair during the lease. In the meantime, landlords need to handle apartment maintenance and repair and collect rentals all by themselves. In recent years, branded apartment operators have emerged to provide a one-stop, more efficient and hassle-free rental experience for tenants as well as landlords. In addition, central and local governments in China have adopted policies to incentivize and support the growth of the apartment rental sector, including reducing rental income tax and value-added tax for apartment rental operators, and offering equal access to public services and schools to both renters and homeowners, reducing income tax, and medical insurance and social security payment ratio for individuals with monthly income below RMB10,000.0 (US$1,456.7)—our target customer group. Compared to developed countries such as the United States, where the branded long-term apartment rental penetration rate was 46.0% in 2018, China’s branded long-term apartment rental penetration rate was only 1.8% in 2018 and is expected to reach 11.2% by 2024, according to China Insights Consultancy.

Branded long-term apartment rental platforms operate under either a centralized or dispersed model. Under the centralized model, an operator sources and operates a whole building or a few floors therein through purchasing or leasing from, or cooperating with, property owners. Under the dispersed model, an operator sources apartments from individual landlords in different locations and manage them centrally, leveraging advanced IT and mobile technologies. Compared to the centralized model, the dispersed model enjoys certain advantages, including a more abundant and flexible supply of apartments and less initial capital outlay, and is easier to achieve a nation-wide brand awareness. As a result, the dispersed model is more scalable. From 2018 to 2024, the size of the long-term apartment rental market in China under the dispersed model, in terms of rent paid

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by tenants, is expected to increase at 52.7% CAGR, compared to 45.9% CAGR for the centralized model in the same period, according to China Insights Consultancy.

We strategically focus on sourcing apartments under the dispersed model in relatively inexpensive yet convenient locations, typically near subway stations, to provide our tenants value for money. We do not own our rental apartments but lease them from our landlords under long-term leases. Our leases with landlords usually provide for a minimum term of five to six years, or lease-in contract lock-in period, and can be extended for up to two to three years. As of December 31, 2018, our average lease-in contract lock-in period was 63.3 months, the longest among major dispersed long-term apartment rental operators in China, according to China Insights Consultancy. We generally lock in our lease-in cost for the first three years, with approximately 5% annual, non-compounding increase for the rest of the lease term. During the lease-in contract lock-in period, neither landlords nor us may terminate the lease without paying a penalty equal to the rentals for the remaining lease-in contract lock-in period. For leases with landlords entered into in April 2019 or after, if the monthly rentals (after discount for rental prepayment) that we receive from tenants are lower than our monthly rental to landlords for six consecutive months, we have the right to renegotiate for a lower monthly rental to landlords or terminate the relevant leases with landlords. We typically convert a leased-in apartment to add additional bedroom, or the N+1 model, and rent each bedroom separately to individual tenants after standardized decoration and furnishing. The N+1 model further increases affordability and provides flexibilities and co-rental efficiency for tenants. Each of our rental apartments typically has three rental units. Our leases with tenants typically have a contracted lease term of 26 months. In the nine months ended June 30, 2019, the average lock-in period of our terminated leases with tenants was 11.7 months, and 68.3% of these leases with tenants had a lock-in period of 12 months or more. In the same period, 47.3% of our leases with tenants were terminated before the expiration of the applicable lock-in period and tenants of 5.1% of our leases remained in their rental units through the end of the contracted lease term. If a tenant chooses to terminate the lease during the lock-in period, except for termination during the first week of the lease, the tenant’s security deposit will be forfeited. After the lock-in period, the tenant may terminate the lease anytime without penalty. In 2018, tenants, on average, stayed in our rental units for 8.5 months, the longest among major dispersed long-term apartment rental operators in China, according to China Insights Consultancy. In the nine months ended June 30, 2019, tenants on average stayed in our rental units for 7.7 months.

Technology is at the core of our business. We apply technology in every step of our operational process from apartment sourcing, renovation, and tenant acquisition, to property management. This enables us to operate a large, dispersed and fast-growing portfolio of apartments with high operational efficiency, delivering superior user experience. For example, we utilize big data analytics to establish a fair and efficient pricing mechanism. This mechanism also provides clear guidance to our apartment sourcing staff and ensures certain rental spread can be achieved during the lease term. We have also developed a technology-driven, innovative project management system to centrally manage over 170 suppliers and contractors for apartment renovation, cleaning and maintenance, monitor the work process, track the work schedules, and exert quality control. Moreover, our intuitive mobile applications allow our tenants, landlords, and third-party service providers to execute transactions or provide services in a streamlined paperless environment. Our focus on technologies has enabled us to operate efficiently and grow rapidly while maintaining quality control.

We cooperate with third parties, including professional home service providers, e-commerce companies, and other service providers to facilitate a wide array of value-added services for our tenants. These include broadband internet and utilities. In addition, we recently launched Qingke Select, a membership-based new retail platform. These initiatives cater to tenants’ lifestyle demand and help them live more conveniently and comfortably. This, in turn, helps improve our brand loyalty and increase revenue per tenant. Revenue from value-added services and others as a percentage of our net revenues increased from 2.6% in FY 2017 to 10.4% in FY 2018 and further to 11.7% in the nine months ended June 30, 2019.

We also cooperate with financial institutions to facilitate rental installment loans for our tenants in need. Our tenants can, but are not obligated to, apply for rental installment loans from our cooperative partners to prepay rental for certain lease period and enjoy rental discount for the rental prepayment. Approved loan proceeds covering up to

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24 months’ rentals are transferred to our account at the inception of the lease. We typically pay the monthly interest on the rental installment loans to our financial institution partners for our tenants, and provide guarantee. We may also provide additional credit enhancement in the form of security deposits, usually no more than 5% of the total outstanding loan balance with the relevant financial institutions, with respect to our tenants’ repayment of the loans. When a lease is terminated, either by the tenant or by us, we are typically required to return, in a lump sum, the outstanding portion of the rental installment loan. The amount represents the rental for the remaining lease term (net of the discount for rental prepayment) and we are required to deposit it into the tenant’s designated account at the financial institution partner within a prescribed period of time, ranging from 0 to 31 days after the termination, which will then be immediately deducted by the financial institution partner from such account. The proceeds from rental installment loans have helped us finance our capital expenditure on decorating and furnishing newly sourced apartments. As of June 30, 2019, we cooperated with 11 financial institutions to finance rental installment loans, and the rental payment of 65.2% of the rental units offered on our platform had been financed by these rental installment loans.

As a result of our efficient and scalable business model, we have achieved rapid growth. In FY 2017 and FY 2018, we recorded net revenues of RMB522.7 million and RMB889.9 million (US$129.6 million), respectively, with a year-over-year growth of 70.3%. In the nine months ended June 30, 2018 and 2019, we recorded net revenues of RMB593.0 million and RMB897.9 million (US$130.8 million), respectively, with a period-over-period growth of 51.4%. In FY 2017 and FY 2018, our net loss was RMB245.4 million and RMB499.9 million (US$72.8 million), respectively, our EBITDA was negative RMB92.9 million and negative RMB268.1 million (US$39.0 million), respectively, and our adjusted EBITDA was negative RMB64.2 million and negative RMB221.3 million (US$32.2 million), respectively. In the nine months ended June 30, 2018 and 2019, our net loss was RMB323.6 million and RMB373.2 million (US$54.4 million), respectively, our EBITDA was negative RMB161.6 million and negative RMB146.1 million (US$21.3 million), respectively, and our adjusted EBITDA was negative RMB162.2 million and negative RMB147.9 million (US$21.5 million), respectively.

Our Strengths

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

Leading and Fast-Growing Long-Term Apartment Rental Platform with Strong Brand Recognition

We are a leader and pioneer in China’s branded long-term apartment rental services, which has driven the transformation of the nation’s rental market. We grew significantly at 114.4% CAGR from approximately 940 available rental units as of December 31, 2012, the year when we started substantial operation, to 91,234 available rental units across six cities in China as of December 31, 2018. We ranked first among branded long-term apartment operators in Yangtze mega-city cluster centered around Shanghai, one of the most prosperous regions in China, in terms of gross rental value in 2018 and the number of available rental units as of December 31, 2018, and third among branded long-term apartment operators in China, in terms of the same metrics, according to China Insights Consultancy. We are the largest branded long-term apartment rental operator with average monthly rental less than RMB2,000 (US$291) in China, in terms of number of available rental units as of December 31, 2018, according to the same source. According to China Insights Consultancy, approximately 80% of tenants in China sought for apartments with monthly rental less than RMB2,000 (US$291) as of December 31, 2018. We achieved average month-end occupancy rates of 91.6% and 92.4% in 2017 and 2018, respectively, the highest among major dispersed long-term apartment rental brands in China, according to China Insights Consultancy.

Our leading market position and first-mover advantage has enabled us to accumulate substantial operational experience and build comprehensive, extensible systems to efficiently manage our dispersed, growing portfolio of apartments. It has also enabled us to establish strong brand recognition. In particular, we have positioned our brand to appeal to the price and quality-conscious young generation. Our efforts have been recognized in a number of prestigious awards, including the Star of Shanghai Real Estate Rental Brand Award granted by Baidu in 2018.

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China’s branded long-term apartment rental market is underpenetrated. Branded long-term apartment rental tenants accounted for only 1.8% of the long-term apartment rental population in China in 2018, and is expected to reach 11.2% by 2024, according to China Insights Consultancy. As a leader and pioneer in this market with distinguished value propositions, we believe we are well positioned to capture the tremendous growth opportunities.

Proven Business Model with High-Quality Assets and Innate Scalability

We follow a dispersed lease-and-operate model, which is less demanding on upfront capital and allows for access to a more abundant and flexible supply of apartment compared to a centralized model, thus enabling us to quickly expand and continue to grow.

We leverage our strong value propositions to landlords and tenants to achieve a healthy rental structure with good visibility. We secure a stable source of apartments through long-term leases with landlords, who benefit from a hassle-free leasing experience and a long-term, turnkey property management solution for their vacant apartments. Our leases with the landlords usually provide for a minimum term of five to six years, or lease-in contract lock-in period, which can be extended for up to two to three years, with an average lease-in contract lock-in period of 63.3 months as of December 31, 2018, the longest among major dispersed long-term apartment rental operators in China according to China Insights Consultancy. In addition, we typically manage to negotiate a rental-free period of 90-160 days, and lock in the lease-in cost for the first three years, with approximately 5% annual, non-compounding increase for the rest of the lease period. This provides us with a long-term stable source of apartments and good visibility of rental cost.

Our apartments are located in relatively inexpensive yet convenient locations, typically near subway stations, to provide our tenants value for money. We typically convert a leased-in apartment to add an additional bedroom, or the N+1 model, and rent each bedroom separately to individual tenants after standardized decoration and furnishing, which further increases affordability and provides flexibility and co-rental efficiency for tenants. In addition to our core apartment offerings, we facilitate a variety of value-added services and rental financing to help our tenants settle in and live comfortably in the cities. The affordability, quality and reliability of our apartments and services have resulted in high occupancy rate and tenant retention. We achieved average month-end occupancy rates of 91.6% and 92.4% in 2017 and 2018, respectively, the highest among major dispersed long-term apartment rental brands in China, according to China Insights Consultancy. In 2018, our tenants stayed in our rental units for 8.5 months on average, the highest among China’s major dispersed branded long-term apartment rental brands, according to China Insights Consultancy, and our tenant renewal rate was 30.1% in the same period.

We focus on serving young people pursuing their dreams in cities, who have a similar mindset and preference of convenient and affordable rental solutions. This allows us to leverage standardization to achieve economies of scale and replicate our business model to expand rapidly. For example, our standardized renovation lets us conduct centralized procurement and bulk purchasing from large appliance and construction materials suppliers. In particular, our average renovation cost of rental units we leased in FY 2017, FY 2018 and the nine months ended June 30, 2019 lowered from RMB20,069 per rental unit in FY 2017 to RMB19,783 (US$2,880) in FY 2018, and further to RMB14,747 (US$2,148) in the nine months ended June 30, 2019.

With proven success in Shanghai, we have expanded to other cities which have the similar supply-and-demand dynamics for branded rental apartments and where we can replicate our business model effectively and leverage our established technology-driven operational and management systems. We grew significantly at 114.4% CAGR from 940 available rental units in Shanghai as of December 31, 2012, the year when we started our substantial operation, to 91,234 available rental units across six cities in China as of December 31, 2018. As of December 31, 2018, we ranked among top three branded long-term apartment operators in each of Shanghai, Suzhou, Wuhan, Hangzhou and Nanjing in terms of available rental units, according to China Insights Consultancy. As of the same date, we ranked first in Shanghai and Suzhou, second in

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Wuhan, and third in Hangzhou and Nanjing in terms of the number of rental units contracted in China, according to the same source.

High Operating Efficiency Driven by Advanced IT and Mobile Technologies

Technology plays a critical role in our interactions with all parties on our platform in every step of our operation, from apartment sourcing, renovation, and tenant acquisition, to property management.

We utilize big data analytics derived from our large database of rental transactions as well as other sources to establish a fair and efficient pricing mechanism. This mechanism also provides clear guidance to our apartment sourcing staff and ensures certain minimum rental spread margin can be achieved during the lease term. Our technology-driven Smart Pricing System then estimates appropriate rental cost and price by selecting and parsing rentals from recent comparable transactions in adjacent area from our own transaction data and public market data, and automatically adjusts the level of the rentals based on multiple influencing factors, including size, orientation, and floor. The transparent pricing mechanism has helped us in our sales pitches to landlords and to tenants to negotiate favorable rents and lease terms, as evidenced by our lease-in contract lock-in period, with an average of 63.3 months as of December 31, 2018, being the longest, and our rental spread margin—approximately 30% in 2018, being the highest, among China’s major dispersed long-term apartment rental brands, according to China Insights Consultancy. Our pricing model is also highly extensible. When we expand into a new city, our Smart Pricing System can be quickly replicated with some adjustments in parameters to generate tailored, local data sets, thus enabling faster expansion at a lower cost.

We use proprietary technologies to expedite apartment renovation and centrally manage our over 170 suppliers and contractors, including dispatching job requests, monitoring work processes, tracking work schedules, and exerting quality control. For example, our onsite professionals conduct and upload a full room scan to our cloud server, where our algorithm breaks down the necessary processes required for the room refurbishment and then distributes the job requests to various construction and interior design contractors for real-time bidding. Contractors are selected and constantly evaluated based on multiple factors including their qualifications, quality of work, and capability to meet our deadlines, to ensure allocation of the job requests to the most qualified contractors. Through modularization, standardization, and digitization of the renovation process, it took us on average 80.2 days in the nine months ended June 30, 2019 to go through the process from measurement to construction completion and each of our construction managers managed on average 159.9 rental units under construction in the nine months ended June 30, 2019.

We have developed user-friendly mobile applications, through which apartment leasing, searching, viewing and contract signing can all be done online, reducing long turnaround time and inefficiencies from paperwork. In the nine months ended June 30, 2019, approximately half of our tenants were sourced through our mobile applications. Our tenants can also operate all rental-related matters at their fingertips through our mobile application, including requesting and scheduling repair services, making rental and bill payments, and receiving payment reminders. We have installed smart digital locks on the doors to our apartments and bedrooms, some of which allow us to remotely control apartment access to efficiently manage tenants’ payment delinquencies or default. These technology-enabled initiatives have helped drive down our customer acquisition cost and improve our efficiency in property management. Our acquisition cost per tenant, which primarily consists of our marketing costs for our apartments, was RMB367.0 (US$53.4), being the second lowest, and our number of apartments managed per apartment manager, which was 95.5 rooms per manager, being the highest, among major dispersed long-term apartment rental brands in 2018, according to China Insights Consultancy.

Immense Customer Insight for Optimal User Experience and Additional Revenue Opportunities

As we interact with tenants through rental transactions and value-added services, we collect and analyze a variety of data on tenant’s attributes and behaviors, including location, demographics, education level, employment status, interest, income and credit information, and model of mobile devices. These data help us

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formulate customized recommendations throughout the rental transaction process for a more streamlined leasing experience. For example, when tenants browse the apartment units on our mobile application, they will see available apartments in their vicinity matching their location and inferred budget based on the models of their smartphones, making apartment searching more efficient.

Our data insights also enable us to deliver and further develop a wider range of more relevant, targeted services to enrich tenants’ lives. During the lease term, we provide location-based services such as food delivery and ticketing based on tenant location data. In November 2018, we launched our membership-based new retail platform, Qingke Select, where our tenants may purchase certain products online and enjoy seamlessly integrated online-to-offline experience. We also generate customized pop-up advertisements of products on Qingke Select when our tenants use Qingke APP. These value-added initiatives cater to tenants’ lifestyle demand and help them live more conveniently and comfortably. This, in turn, helps improve our brand loyalty and increase revenue per tenant.

The convenient and superior user experience has increased our customer engagement. Our Qingke APP and website had cumulative page views of over 57.6 million in 2017, 2018 and the six months ended June 30, 2019. As we deliver a wider range of increasingly targeted and personalized solutions, we are able to attract and retain more tenants and other service providers to our platform. As our engagement with tenants expands and deepens, we are able to derive more data insight and develop more customized solutions, increasing the overall efficiency and stickiness of our platform.

Experienced Management Team Supported by a Well-Trained and Motivated Workforce

Our management team’s collective experience and strong technology and operational background have and will continue to pave the way for our success. Running a dispersed long-term apartment brand requires diverse knowledge and expertise, and deep understanding and knowhow across core functions, from apartment sourcing, renovation, and tenant acquisition, to property management. We have a management team with a diverse background in real estate, IT, supply chain, law, and finance, etc. Our core management team has been in place since 2014, when the business began experiencing rapid expansion. The stability of our core management team has provided the leadership and consistency necessary to achieve sustainable growth.

Our founder and chief executive officer, Mr. Guangjie Jin, is an experienced and renowned entrepreneur in China’s long-term apartment rental industry and has over 19 years of experience in business, management, computer science and law. He is one of the pioneers who identified and grasped the industry opportunities of providing branded long-term apartment rental services and applying innovative mobile internet technology to revolutionize traditional apartment rental in China.

Our experienced management is supported by a well-trained and motivated workforce. We have developed an effective training system to develop management staff to run our rapidly expanding network. Our “Qingke College”, together with our experienced regional management teams, offers structured and comprehensive training programs for our staff on our corporate culture, sales and marketing, software skills, sourcing skills, tenant service and apartment operation standards. We implemented a comprehensive review and incentive system that aligns performance and compensation as well as internal promotions to motivate and retain workforce.

Our Strategies

We aim to maintain and strengthen our position as one of the largest long-term rental service providers in China. We intend to focus on the following key strategies in pursuit of our mission:

Solidify Market Leadership in Existing Cities, and Enter New Cities through Disciplined, Return-Driven Expansion

We aim to consolidate our leading position in the long-term apartment rental industry in China through continued expansion of our apartment portfolio, leveraging our substantial operational experience and

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comprehensive, extensible systems that efficiently manage our dispersed, growing portfolio of apartments. We intend to expand and solidify our presence in cities where we already have operations as well as to broaden the geographical coverage by entering into new markets with suitable apartment supply and strong rental demand. We target to continue to expand in tier 1 and tier 2 cities with large young population and booming economic activities, such as Chongqing, Changsha and Xi’an.

Continue to Improve Efficiency and Quality Control through Enhanced Technology

We intend to continue to invest in our technology-driven business systems and use technology to improve operational efficiency and quality control. For example, we are developing proprietary data management systems and modules to better inform our apartment sourcing strategies. These include a five-dimensional system, which incorporates three-dimensional space, adding time dimension and human activity dimension to help us predict the popularity of a particular location and its rental growth potential. In addition, we plan to integrate more proprietary and third-party market data to our Smart Pricing System to further improve sourcing efficiency and visibility of rental spread.

In terms of apartment renovation, we plan to further refine our project management system using block chain technology, which would allow us to trace each apartment renovation assignment and material used to a specific contractor or supplier for transparency and quality control.

In terms of tenant interaction, we plan to enhance voice recognition and biometric recognition technologies to improve efficiency and accuracy of data collection. As we collect more data about tenants and their interaction with our rental units, we are able to design more offerings that enhance their experience.

We intend to cooperate with well-known data labs to continue to enhance the technologies and technology infrastructure underlying our systems and data analytics.

Expand Our Value-Added and New Retail Products and Services

We intend to facilitate more innovative products and services catering to the needs of young people and improve their overall experience. We endeavor to continue to expand our value-added products and services and promote our membership-based new retail platform. In addition, leveraging on our extensive data on tenants and rental related transactions, we plan to continue to develop data analytics to create contextual-rich tenant profiles for more customized, relevant solutions and precision marketing. We also aim to attract more location-based or young-generation-focused products and service providers to our platform to expand our value-added solutions.

These initiatives cater to tenants’ lifestyle demand and help them live more conveniently and comfortably. This, in turn, helps improve our brand loyalty and increase revenue per tenant. In addition, as we attract more providers to our platform, we can continue to build our ecosystem with powerful network effects and differentiated value propositions to its participants.

Pursue an Asset-Light Strategy

As we expand our apartment network and as our brand awareness increases, we intend to explore asset-light business models to scale up more rapidly. For example, since February 2019, we have started to source decorated and furnished apartments from landlords. Under this model, depending on the decoration quality, we generally only need to add a wall to separate out an additional bedroom from the living room, furnish the additional bedroom, and install smart door locks to the apartment and each bedroom therein, thus substantially reducing our cost for renovation, compared to sourcing bare-bones apartments.

Furthermore, we may pursue a franchise model to operate and expand more quickly in a less capital-intensive manner. We plan to attract franchisees who have the commitment and capital. We may further develop asset-light services and sell certain modules of our proprietary SaaS solution to help franchisees that lack the technological know-how but are looking to improve operational efficiency.

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Continue to Optimize Capital Structure and Drive Down Expansion Cost

Our business requires significant capital expenditure for expansion. We have relied on tenants’ rental prepayment to finance a significant portion of our capital expenditure. Leveraging on favorable policies supporting the growth of the apartment rental market, and our growing scale and reputation, we intend to continue to expand and deepen our cooperation with existing and new financial institutions and other partners to decrease our reliance on tenants’ prepayment, diversify our funding sources and models and drive down financing cost. For example, in August 2018, we started to cooperate with a rental service company, a subsidiary of one of the state-owned banks, to finance apartment renovation. The model has provided the rental service company with access to quality customers and us with a stable source of low-cost capital to finance apartment renovation, which helps us grow in a cost-efficient manner. We intend to continue to roll out the cooperation in the existing cities and beyond. In addition, we are exploring a model under which our landlords would fund the upfront costs for apartment outfitting.

We may also issue asset-backed security products and other securities in the future.

Explore Strategic Alliance and Acquisition Opportunities

We plan to take advantage of the fragmented nature and rapid growth of the long-term apartment rental market in China to continue to explore investment, acquisition and business collaboration opportunities, and we will consider opportunities that complement or enhance our existing operations and are strategically beneficial to our long-term goals. For instance, in 2017, we sourced 76 decorated and ready-to-move-in apartments with a total of 248 rental units, which were previously managed by another apartment rental operator. Our management plans to judiciously evaluate any such opportunity that may arise from time to time. We believe that our proven track record of acquisition execution, our relationship with many industry participants and our knowledge of, and experience and established reputation in, the long-term apartment rental industry in China will assist us in making and implementing sound acquisition decisions.

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Our Value Propositions

Leveraging our technology-driven, end-to-end systems, and expansive network of conveniently located and professionally managed apartments, we offer stress-free, streamlined rental experience to address the demands and pain points of our target tenants and landlords in an otherwise inefficient market fraught with information asymmetry. We also cooperate with financial institutions and other service providers in the apartment rental value chain, such as internet service providers, professional home service providers, and e-commerce companies to facilitate rental installment loans and value-added solutions to tenants, while providing the service providers with incremental revenue opportunities and access to high-quality end customers. The diagram below illustrates our interactions with our tenants, landlords and strategic partners.

We enjoy powerful network effects through our interactions with landlords, tenants, and strategic partners. These interactions are mutually reinforcing and value-creating. As we engage with more landlords, we are able to expand our apartment network to attract and serve more tenants and create more opportunities for service providers, which strengthens our relationship with existing service providers and attracts new ones. As we deepen and expand the strategic cooperation with service providers, our tenants and landlords benefit from a wider range of products and services and improved overall experience. Furthermore, as more transactions occur, the quality of information available to us improves. The in-depth insights we gain from rental and other related transactions help to drive our operational efficiency as we continue to refine the big-data algorithms for our technology-driven systems to effectively manage pricing terms and occupancy rates and implement and adjust our sourcing and marketing strategy. These insights also enable us to develop more customized value-added services.

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Our Value Propositions to Tenants

Since inception, we have been committed to serving emerging young population seeking affordable residence in cities. Our target tenants primarily comprise college graduates, entry-level white collar workers and service industry workers in their 20s and early 30s, who are eager for an affordable urban lifestyle. As of June 30, 2019, we had served over 220,000 tenants, a majority of which were between 20-35 years old, with monthly income of around RMB4,000 to RMB12,000. The PRC government recently adopted favorable policies, which benefit this group of people, including reduction in income tax and medical insurance and social security payment ratio. This is expected to further drive the demands from our target.

We offer conveniently located, ready-to-move-in, and affordable serviced apartments and a variety of value-added services, including WiFi access, laundry, and online and offline community events to help our tenants settle in and live comfortably in the cities. We have also cooperated with a number of financial institutions to facilitate rental installment financing for our tenants in need. Our value propositions to tenants include:

• Affordable, conveniently located and standardized apartments. Our rental units are strategically located in relatively inexpensive yet convenient locations, typically near subway stations and still within the metropolitan areas, providing our tenants value for money.

As renting an entire apartment in a city is typically unaffordable for our target tenants, we usually convert the apartments we lease from landlords into an “N+1” bedroom format, which involves using the common space to add one additional bedroom and then rent each bedroom separately to individual tenants after standardized decoration and furnishing. This increases affordability and provides flexibilities and co-rental efficiency for tenants, who may otherwise have to rent the entire apartment or to find co-tenants for a multi-bedroom property.

• Efficient, one-stop renting experience. Traditionally, tenants rely on rental agencies or contact individual landlords to rent apartments and have to contact individual landlords, who at times may not be responsive, for maintenance and repair during the lease. Moreover, apartments available for rent in China often have only a bare-bones interior and no furniture, adding additional costs and hassles for tenants.

Using our interactive Qingke APP, tenants can browse through and look for available rooms in locations they want to live, schedule property visits, sign contracts, pay rent and other bills, activate their room door and submit repair and maintenance requests at their fingertips. In addition, all our apartments are decorated and equipped with air conditioners, basic furniture, utility, and WiFi access, reducing the move-in cost and hassle for our tenants.

• Comfortable living experience. We are committed to providing not just a room but a home to our tenants, and improving their overall quality of life. To that end, we offer a wide variety of value-added products and services through our engaging online and mobile platform and frequent offline group activities to alleviate the stress associated with moving into a new apartment and settling in a big city. This helps us improve our brand loyalty.

Our Value Propositions to Landlords

We provide a hassle-free leasing experience and a long-term, turnkey property management solution for our landlords. Our landlords are primarily homeowners who own more than one apartment in China’s major, fast-expanding cities as investment, and owners who have received one or more apartments from real estate developers or government as compensation for re-locating from previously owned properties in old residential locations in city centers that were razed by urban planning. Our value propositions to landlords include:

• Visibility of stable rental income without hassle. Our leases with landlords typically provide for a minimum term of five to six years, or lease-in contract lock-in period, which shall be extended for up to two to three years at the discretion of landlords, with locked-in rents for the first three years and

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approximately 5% annual, non-compounding increase in rents for the rest of the lease period. Most of the apartments that our landlords hold are in bare-bones condition and we are usually responsible for decorating and fitting. Our landlords are thus able to collect a stable rental income from a reputable branded apartment rental operator without having to handle the decoration, fittings, and tenant searching processes, or dealing with maintenance, cleaning, and rental collection. Additionally, apartments are generally better maintained by rental operators than by individual tenants.

• Convenient execution. Apartment information submission, sourcing approval, lease-in contract signing and landlord confirmation can all be done online on the landlord interface of our interactive Qingke APP.

Our Value Proposition to Strategic Partners

• Access to more opportunities with landlords and tenants. We cooperate with financial institutions, professional home service providers, e-commerce companies, and other service providers to address the financing and lifestyle needs of our tenants and landlords. Through these strategic cooperation, our partners gain access to incremental revenue opportunities, as well as high-quality end customers.

Our Apartment Network

We started the apartment rental business in 2012 in Shanghai, one of the most prosperous cities in China with the largest migrant population. As of June 30, 2019, 64.4% of our rental units contracted were located in Shanghai. Leveraging the experience and knowledge accrued in managing rental apartments in Shanghai, we have expanded to other top-tier cities, including Shanghai’s adjacent Suzhou market in 2013 and Hangzhou in 2016, and subsequently Nanjing, Wuhan and Beijing in late 2017. As of June 30, 2019, we had 96,854 available rental units under management spread across China, approximately 95.8% of which (contributing to 97.5% of our rental service revenues in the nine months ended June 30, 2019) were located in the Yangtze mega-city cluster centered around Shanghai, including 62,719, 10,430, 14,098 and 5,551 available rental units in Shanghai, Suzhou, Hangzhou, and Nanjing, respectively, and 3,648 and 408 available rental units in Wuhan and Beijing, respectively.

We have been focused on, and will continue to target, markets with multiple demand generators, such as proximity to transportation corridors (e.g., locations along the coastal lines or the Yangtze River, or in the intersection of multiple high-speed railways), strong economic prospects (e.g., top 50 in China in terms of GDP), abundant job opportunities, high home ownership costs, large and increasing inflow of migrants (e.g., with population over 8 million), solid suburban development plans, and favorable government policy on apartment rental, etc.

Within our target markets, our apartments are strategically located in neighborhoods near subway stations in the metropolitan areas. These locations provide tenants with convenient access to an entire city, including major business districts and commercial centers, and hence strong demand potential and ample space for rental increase (driven, for example, by opening of a new subway line or extension of an existing subway line, a new commercial center etc.).

Our Technology-Driven Business Model

We utilize an efficient and scalable lease-and-operate model, under which we lease individual apartments from apartment owners and rent out to individual tenants after necessary renovation. Our highly efficient business process and centralized management of a large dispersed portfolio of rental apartments are built on, and enabled by, our technology-driven, end-to-end, and extensible systems.

We apply technology in every step of our operation from apartment sourcing, renovation, and tenant acquisition, to property management. These include our dynamic pricing system for fair, transparent, and

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efficient rental pricing, innovative project management system to centrally manage, monitor, and control renovation process, and intuitive mobile applications to reduce customer acquisition and property management cost. Our focus on technology has enabled us to operate efficiently and grow rapidly while maintaining quality control and optimizing user experience.

The following diagram illustrates the key modules of our technology-driven, end-to-end systems. All of these modules are web-based or mobile-based information systems, and developed in-house.

Apartment Sourcing

Overview

We have followed a disciplined and systematic process to expand our apartment network. This involves comprehensive market research of macro factors and local government policies on apartment rental, in-depth analysis of local market supply and demand dynamics through collecting and analyzing relevant data, including housing sales transaction information, residential building vacancy rate, rental demand, and rental price development. We conduct in-person visits to relevant neighborhoods and real estate agencies nearby to get first-hand experience of traffic flow, e.g., proximity to a subway station or other local traffic or commercial hub; competitive landscape, including the presence of any other branded apartment operators or individual landlords; and abundance of available-for-rent apartments with ample room for revitalization and optimization, such as existence of a newly developed property complex for people re-locating from previously owned properties in urban planning.

We gather information of available-for-rent apartments from both online and offline channels. Online channels include our Qingke APP, which can be used by property owners to submit information of their

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available-for-rent apartments, and third-party channels including classified ads websites. Our sourcing staff also gather leads of available-for-rent apartments from local neighborhood committees and property managers, and real estate agencies nearby during their field visits to the relevant neighborhoods.

We use a mobile-based apartment sourcing system to manage the sourcing process, and a technology-driven Smart Pricing System for efficient and fair rental pricing. Through these systems, our sourcing staff submit detailed information of potential apartments for our centralized approval, as well as signing lease contracts and managing relationships with landlords, etc.

We have a dedicated sourcing team which is incentivized to achieve not only the targeted number of apartments to be sourced, but also the quality of the apartments they source, aligning their interests with our long-term goals. Each of our sourcing staff sourced an average of 4.2 rental units per month in the nine months ended June 30, 2019.

Rental Pricing

A key element for our apartment sourcing is establishing the right rental pricing to expand our apartment portfolio and gain greater market share, while at the same time meeting our strategic and financial return criteria.

We use big data to establish a fair and efficient rental pricing mechanism, our proprietary technology-driven Smart Pricing System, to provide clear guidance to our apartment sourcing staff to ensure satisfactory financial return during the lease term. Our sourcing staff input the basic information including location, residential compound name, floor, size, and number of bedrooms etc., into our Smart Pricing System. Our Smart Pricing System estimates appropriate rental cost and price by selecting and parsing rentals from recent comparable transactions in adjacent area from our own transaction data and public market data, and automatically adjusts the level of the rentals based on multiple influencing factors, including size, orientation, and floor. Our Smart Pricing System helps mitigate losses arising from inaccurate manual pricing techniques and reduces reliance on sourcing staff’s personal judgment, as well as streamlining the pricing process. When we expand into a new city, the Smart Pricing system is replicable with some adjustments in parameters, enabling faster expansion at a lower cost.

The diagram below illustrates our dynamic, smart pricing process.

Our Lease-in Contracts

The transparent pricing mechanism enabled by our Smart Pricing System has helped us in our sales pitches to landlords and tenants to negotiate favorable rents and lease terms. Since 2017, we have typically entered into a lease with a landlord with a minimum term of six-year period, or lease-in contract lock-in period, which shall be

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extended for up to two years, at the landlord’s discretion. Before 2017, we typically entered into a lease with a landlord with a minimum term of five-year lease-in contract lock-in period, which shall be extended for up to three years, at the landlord’s discretion. During the lease-in contract lock-in period, neither landlords nor us may terminate the lease without paying a penalty equal to the rentals for the remaining lease-in contract lock-in period. From our inception to June 30, 2019, 45.4% of our leases with landlords were terminated upon the expiry of the lease-in contract lock-in period. Our lease-in contract lock-in period was the longest among China’s major dispersed long-term apartment rental brands in 2018, according to China Insights Consultancy. As of June 30, 2019, our average lease-in contract lock-in period was 63.1 months and a majority of our apartments contracted were less than two years into leases with landlords. We typically manage to obtain a rental-free period of 90-160 days from our landlords. Additionally, we generally lock in the lease-in cost for the first three years, with an approximately 5% annual, non-compounding increase for the rest of the lease term. Below is the expiration table of our leases with landlords as of June 30, 2019 assuming all landlords terminate the lease upon the expiry of the lease-in contract lock-in period.

	Total leases with landlords		Leases expiring by the end of
			FY 2019		FY 2020		FY 2021		FY 2022		FY 2023		FY 2024		FY 2025		FY 2026		FY 2027		FY 2028 and after
Number of rental apartments with		29,655		547		2,950		5,643		1,997		8,186		7,423		2,063		397		277		172
Average annual straight-lined rental cost represented by (RMB in million)		77.8		10.9		56.7		126.7		61.7		276.5		232.9		57.2		12.7		10.2		5.3
Percentage of total annual straight-lined rental cost (%)		100		0.1		2.0		8.0		5.6		32.9		34.3		10.0		2.6		2.4		3.0

Below is the expiration table of our leases with landlords as of June 30, 2019 assuming landlords do not terminate the lease upon the expiry of the lease-in contract lock-in period.

	Total leases with landlords		Leases expiring by the end of
			FY 2019		FY 2020		FY 2021		FY 2022		FY 2023		FY 2024		FY 2025		FY 2026		FY 2027		FY 2028 and after
Number of rental apartments with		29,655		274		2,225		1,358		401		1,020		5,021		1,795		11,408		5,838		315
Average annual straight-lined rental cost represented by (RMB in million)		82.9		5.5		45.9		28.5		7.0		30.7		151.8		61.1		405.3		162.3		6.9
Percentage of total annual straight-lined rental cost (%)		100		0.0		1.0		1.1		0.4		2.2		13.6		6.5		50.1		22.8		2.3

We usually prepay a security deposit equal to one month’s rental to landlords. After the rent-free period, we usually prepay rentals on a quarterly basis. As we expand and our reputation grows, an increasing number of landlords no longer require us to pay security deposits. If a landlord terminates the lease during the lease-in contract lock-in period, he or she is required to compensate us for the amount equivalent to the rental income of the remaining period of the lease. Historically, less than 1% of our landlords terminated the lease during the lease-in contract lock-in period. At the end of the lease term, we may take all non-fixtures such as electric appliances that we have installed in the apartment. Landlords generally give representations on the authority to rent out the apartment and apartment condition. For leases with landlords entered into in April 2019 or after, if the monthly rentals (after discount for rental prepayment) that we received from tenants are lower than our monthly rental to landlords for six consecutive months, we have the right to renegotiate for a lower monthly rental to landlords or terminate the relevant leases with landlords.

On a selective basis, we also enter into lease-in agreements with landlords for a whole building or a few floors in a building. When considering potential apartment candidates under this model, we evaluate the conditions of the buildings, including whether they have obtained all necessary titles and permits, and whether

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the landlords are agreeable to finance the decoration based on our standards. Our leases under this model typically range from five to 15 years with a rental-free period of three to eight months. We typically manage to lock rental for the first two or three years of the leases. We are typically required to pay rental to the landlords on a quarterly basis. If the landlords terminate the lease during the lease term, they are required to compensate us for the amount equivalent to the rental income of three to 12 months, as applicable. As of June 30, 2019, the number of apartments that we leased in under this model represented approximately 2.5% of our apartments.

Since February 2019, we have started to source decorated and furnished apartments from landlords. Under this model, depending on the decoration quality, we generally only need to add a wall to separate out an additional bedroom from the living room, furnish the additional bedroom, and install smart door locks to the apartment and each bedroom therein, thus substantially reducing our cost for renovation, compared to sourcing bare-bones apartments. In addition, we are exploring a model under which our landlords would fund the upfront costs for apartment outfitting. These initiatives help reduce our upfront capital outlay so that we can scale up more rapidly.

Apartment Renovation

Our apartment renovation process typically involves converting the living room in a leased-in apartment to add an additional bedroom, or the N+1 model, following the guidance in the applicable local regulations; and decorating and furnishing the leased-in apartments, which are often kept in bare-bones condition (cement walls and floors and utility pipes only) and unfurnished. In addition, depending on the condition of the apartment after a tenant moves out, we may conduct light renovation to ensure consistent standard and quality across our lease-out apartments. We have developed a standardized process to renovate the apartments, which includes measuring, designing, reviewing and budgeting, reconstruction, installation, and inspection and review, and further break down the key steps into pre-set modules, such as design packages and distinctive construction orders to improve efficiency.

We have independently developed a technology-driven, innovative project management system to centrally dispatch job requests, manage suppliers and contractors, monitor the renovation process, track delivery schedules, and exert quality control throughout the entire apartment renovation process. Our project management system enables modularization, standardization and digitization of the renovation process. This has allowed us to efficiently manage a fast-growing number of suppliers and contractors to sustain our business growth while ensuring consistency in quality. It took us on average 80.2 days in the nine months ended June 30, 2019 to go through the process from measurement to construction completion.

We perform centralized purchasing for construction materials (except low-cost and heavy materials such as cement, and materials that need to be customized, such as doors, which need to be tailored based on the relevant floor-to-ceiling height), sanitary ware, furniture, electronic appliances etc. We are able to bulk purchase directly from manufacturers at competitive prices as we scale up. We exert stringent control on the materials used in the renovation process to ensure that our rental apartments comply with the relevant safety and environmental standards such as residual levels of formaldehyde and other chemicals.

The following are the key steps in our apartment renovation process. We outsource the renovation process, such as designing, reconstruction, installation, and inspection to qualified third-party contractors, who bid for blueprint drawing, construction, installation, and inspection orders. Contractors are selected and constantly evaluated based on multiple factors, including their qualifications, quality of work, and capability to meet our deadlines, for optimal allocation of the job requests.

Measuring. Measuring involves onsite measuring of the property. We have developed our proprietary measurement robot based on advanced technology. The robot can be operated by our staff onsite to measure the room size and structure of our apartments and generate a floorplan and an elevation in about 40 minutes. Our onsite professionals then upload the full room scan to our cloud server. This enhances measurement accuracy,

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reduces time needed and saves labor costs. In the nine months ended June 30, 2019, each of our construction managers managed on average 159.9 rental units under construction.

Designing. Designing involves readjusting and construction drawing. We have developed a unique blueprint drawing process to break down one comprehensive set of blueprints into more than 20 distinctive renovation processes or steps under six design packages. This shortens the drawing process to 24 hours, and eliminates potential capacity bottlenecks.

Reviewing and Budgeting. Once the drawings are done, our system produces a detailed budget and work plan with the list of materials and products needed, the delivery schedule and construction work schedule, against which we track actual progress to avoid delays.

Reconstruction. Reconstruction involves demolition and renovation, reconstruction of water and electricity installation, plastering, wood-working and painting. We separate the reconstruction processes into distinctive construction orders, and contractors bid for each construction order through our project management system.

Installation. Installation involves installation of furniture and electric appliance. Contractors bid for installation orders, and to ensure the quality and timely completion of installation work, contractors are required to take pictures and record videos of the working sites at the end of every working day and upload them to the system for our remote approval.

Inspection and Review. To ensure the quality and timely completion of construction work, contractors are required to take pictures and record videos of the working sites upon completion of each step and upload them to our system for our remote approval. Our staff from our engineering department may also conduct onsite inspection on a selective basis. In addition, following the completion of the construction and installation, our staff from our engineering department will conduct an onsite check of air quality, and if formaldehyde tested exceeds the national permitted level in the PRC, we would air the room and conduct a follow-up check in a few days until the formaldehyde falls below the permitted level. In the nine months ended June 30, 2019, it took us on average 135.8 days to convert our leased-in apartments to available-for-rent units, taking into account the time needed to air the apartments.

Apartment Marketing and Leasing

Apartment Marketing

We conduct the majority of our marketing and sales process online, which improves our efficiency and provides a more convenient and transparent rental experience for tenants. We list the apartments on our website and mobile applications. Prospective tenants can search and view an apartment, and sign the lease online or via our interactive Qingke APP. Leveraging our data analytics, our Qingke APP displays available apartments in tenants’ vicinity matching their inferred location and budget based on the price tiers of their smartphones, and the tenants may further fine-tune the search results using various criteria including location, rental price, proximity to subway line etc., making apartment searching more efficient. As of the date of this prospectus, for a majority of our listings, in addition to pictures, we also provide a 360-degree video of the apartments to give potential tenants a better view and to improve the efficiency of apartment viewing. Besides the searching and viewing functions, our Qingke APP also allows tenants to make appointments for in-person apartment viewing and interact with our sales staff live.

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Mobile Map-based Apartment Search Interface on our APP

In addition to our website and Qingke APP, we use third-party platforms to promote our apartment rooms and acquire potential tenants, including search engines, online classified information platforms, online rental listing websites, and agents’ WeChat corporate accounts.

In FY 2018, substantially all of our tenants were sourced online, and about half of them were through our website and Qingke APP.

Sales Management and Rental Pricing

We use a mobile-based, automated sales management system for our sales staff, who are our apartment managers, to bid for available rooms and tenant leads from call centers, track leasing process, manage rented rooms, etc. on their mobile phones or tablets. The system also allows us to track and evaluate their performance, including the number of visits completed, and the number of leases signed.

We apply our Smart Pricing System to price our lease-out rental through an automated, dynamic process, which takes into account data points including rent-in cost, decoration cost, historical transaction data (e.g., price and occupancy rate), demand fluctuations (e.g. low demand around the Chinese New Year holiday period and high demand in July and August with new college graduates moving out of campus), target occupancy rate, and market prices for apartments in similar conditions.

We have adopted a compensation structure for our sales staff, designed to better align their interest with ours to achieve a higher rental spread and reduce tenant acquisition costs. Our sales staff are generally paid a base salary plus performance-linked bonuses and other incentives to encourage full-price sales and longer-term leases.

We achieved average month-end occupancy rates of 91.6% and 92.4% in 2017 and 2018, respectively, the highest among major dispersed long-term rental apartment rental brands in China, according to China Insights Consultancy. Our acquisition cost per tenant in 2018, which was RMB367.0 (US$53.4), was the second lowest among China’s major dispersed long-term apartment rental brands, according to the same source. Our rental

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spread margin in 2018 was approximately 30%, the highest among China’s major dispersed long-term apartment rental brands, according to China Insights Consultancy.

Tenant Vetting Process

Each tenant must go through our standardized tenant vetting process before we enter into a lease with him or her. Our tenant vetting process mainly includes identity authentication, criminal background checks and collection and verification of tenants’ basic information. We are one of the earliest apartment rental platforms in China that utilize face recognition technology to verify the identity of a tenant. We are connected to the systems of the public security bureau to conduct tenant background checks and may reject lease applications if the background check results are unsatisfactory.

Tenant Relations and Property Maintenance

We provide after-rent services including bi-weekly cleaning of the common spaces and repair services as requested by tenants via our Qingke APP, our call centers and local property management office. Leveraging our technology platform, we have developed a number of services to improve the efficiency of our property maintenance practices and maximize tenant satisfaction. These include:

Smart door lock service. All our apartment and bedroom doors are equipped with smart digital locks and tenants can enter by tapping a digital access card. Some of our smart digital locks are equipped with Bluetooth function so that tenants can enjoy key-less apartment and bedroom access by logging into our Qingke APP with their Qingke accounts and passwords and pressing “I want to unlock a door” button in our Qingke APP. Our Qingke APP then sends a signal via Bluetooth to the digital locks on the apartment and bedroom doors. Alternatively, by tapping digital access cards or calling our call center, tenants may open the apartment and bedroom doors when their mobile phones run out of battery or lose internet access. In addition, through our digital locks, we have the ability to control the access to our apartments and bedrooms and may take over the relevant property if a tenant defaults on payment after sufficient warning pursuant to our lease agreement and the relevant PRC laws.

Repair request and service evaluation. Tenants may submit repair and maintenance requests on our Qingke APP, such as reporting a malfunctioning home appliance. Our service center will schedule appointments with tenants within 24-48 hours based on the urgency of such requests. To ensure the quality of the repair provided by our service providers, we ask our tenants to fill out a service evaluation questionnaire on our Qingke APP after the appointments.

We outsource the cleaning, maintenance and repair services to qualified third-party service contractors, who compete for orders on our bidding system. We worked with about 33 pre-approved service contractors employing over 420 personnel to provide cleaning and repair services to our tenants in the nine months ended June 30, 2019. To ensure the quality of the cleaning and repair services, contractors are required to upload pictures of work sites after completion of each service for our inspection and approval.

Our apartment managers regularly visit our apartments to inspect their condition, paying particular attention to potential safety hazards as well as potential causes of damage that could result in significant maintenance costs if left unaddressed, assess and document interior and exterior condition, and determine whether the tenant is adhering to the terms of their lease. They also schedule periodic in-person checks on service contractors’ work quality. In addition, our apartment managers conduct inspections prior to scheduled tenant move-outs to notify tenants of any repairs they may need to undertake prior to moving out of the property, in order to avoid forfeiture of part or all of their security deposit. These inspections also allow us to begin preparing a scope of work and budget for the turnover work we undertake to prepare our apartments to be re-leased to a new tenant, and increase our ability to pre-market our apartments.

Self-help rental and bill payment. Our tenants may pay rental and utility bills via our Qingke Bao APP. The Qingke Bao APP consolidates all outstanding bills and connects to tenants’ bank accounts. Once we receive the

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authorization from the tenants, the Qingke Bao APP will automatically deduct the authorized amounts from the tenants’ accounts to settle the bills.

We make tenant safety and security our priority. We engage third-party service contractors to inspect safety facilities and appliances in our rental apartments on a bi-weekly basis to identify any potential safety hazards. In addition, we may forfeit all or part of a tenant’s security deposits or terminate the lease pursuant to the terms of the lease, if he or she violates the rules for our rental community in a serious way, such as causing nuances or otherwise jeopardizing other tenants or damaging our rental apartments or facilities.

Our Apartments and Services

Our Rental Units

Our rental units typically had net area (excluding common spaces) from 10 square meters to 15 square meters, with monthly rental from RMB1,000 (US$145.7) to RMB1,500 (US$218.5) in the nine months ended June 30, 2019, depending on the location and type of housing, etc. Our rental units are generally fitted with standardized interior styles, and are equipped with air conditioners and basic furniture including a bed, a wardrobe, a desk and a chair. Bathrooms and kitchens are equipped with standardized electrical appliances. We install a digital lock and separate electricity meter for each bedroom. All our apartments have pre-installed broadband internet access including WiFi.

The following are pictures of our standard bedrooms, bathroom and kitchen.

Standard Qingke Bedrooms

Standard Qingke Kitchen and Bathroom

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When a new tenant moves in, our apartment managers conduct a tenant orientation, during which we revisit the terms of the lease, outline what aspects of the apartment’s upkeep are the tenant’s responsibility, walk through all of the home’s major systems in order to familiarize the tenant with their safe and proper operation. During the move-in orientation, each tenant is provided with a “refrigerator list” and encouraged to keep a record of any non-emergency service items noted after moving into the apartment. By conducting an in-person move-in orientation, we are able to ensure that tenants understand their obligations under the terms of their lease, as well as how to safely and properly operate the apartment’s systems, reducing both the likelihood of misaligned expectations and unnecessary wear and tear on the apartment.

The following is a summary of the key terms in a typical lease with tenant.

Contracted lease term. 26 months. Rental is fixed through the term of the lease.

Below is the expiration table of our leases with tenants as of June 30, 2019.

	Total leases with tenants		Leases expiring by the end of
			FY 2019		FY 2020		FY 2021
Number of rental units with		93,331		4,844		17,480		71,007
Average annual rental represented by (RMB in million)		42.0		0.2		19.5		71.0
Percentage of total annual rental represented (%)		100		0.1		15.5		84.5

Lock-in Period. On June 30, 2019, the average lock-in period of our outstanding leases was 12.1 months and 72.2% of these leases had a lock-in period of 12 months or longer and the remainder had a lock-in period ranging from one to six months. From our inception to June 30, 2019, our tenants whose leases had a lock-in period of 12 months or longer stayed in our rental units for 12.1 months on average.

On June 30, 2019, tenants of 15.0% of all of our leases were in the process of applying for rental installment loans. If a tenant’s rental installment loan application is approved, his or her lease will be subject to a lock-in period of 12 months or longer. If the rental installment loan application is denied, his or her lease will not be subject to such lock-in period and he or she may move out after all prepaid rents are used or enter into a new lease with us with an agreed lock-in period.

Security deposit. Usually one to two months’ rental to cover damages to the apartment, potential loss, tenant default and certain early termination as described below.

Rental prepayment and payment frequency. We encourage tenants to prepay rental by providing them with rental discount as well as subsidizing the interest payment for rental installment loan offered by one of our financial institution partners. Tenants who prepay at least six months’ rental can enjoy a 5% discount, and tenants who prepay at least 12 months’ rental can enjoy a 10% rental discount (subject to a RMB200.0 (US$29.1) limit per month after January 1, 2017) for the lock-in period. The rental prepayment helps us finance our expansion and operation. We typically give tenants five to ten days’ grace period for rental payment.

Upon termination of the lease, we will return the unused portion of any prepaid rental to the tenant, or the financial institution where the tenant utilized the proceeds from the rental installment loan granted by the financial institution to prepay the rental. It is common for tenants to terminate the leases before the expiration of the lease term. In the nine months ended June 30, 2019, 48.3% of our terminated leases with tenants were terminated before the expiration of the lease term covered by the prepayment, including 47.3% terminated before the expiration of the applicable lock-in period.

Tenants’ initial stays. To encourage prospective tenants to try out our apartments, we have put in place a policy to allow tenants to cancel leases within three days from the move-in date, and we will return all rental, deposits and fees penalty free. If a new tenant cancels the lease on the fourth to seventh day, we will return all unused rental, deposit and fees penalty free. In the nine months ended June 30, 2019, approximately 7.8% of our leases with tenants were terminated during the first week of their leases.

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Termination. If a tenant chooses to terminate the lease during the lock-in period, except for termination during the first week of the lease, the tenant’s security deposit will be forfeited and other fees may apply. After the lock-in period, the tenant may terminate the lease anytime without penalty. If we choose to terminate the lease before the expiry of the lease term, except for termination upon tenant’s default, we will generally facilitate tenant relocation and subsidize relocation-related expenses.

Utilities and internet access. Tenants are usually required to prepay utilities including water and electricity. We typically charge tenants a flat monthly fee for broadband internet access.

Other covenants of the tenants. Tenants shall not, without approval from us, sublease or allow unauthorized person to live in the apartments. Pets are not allowed in the apartments. Tenants shall abide by our tenant convention which includes requirements such as noise control, proper use of public area, paying bills in a timely manner, etc.

Our Value-added and New Retail Products and Services

We are committed to not just providing a room but a home to our tenants, and improving their overall quality of life. To that end, we offer a wide variety of value-added products and services through our engaging online and mobile platform and frequent offline group activities to alleviate the hassles and stress associated with moving into a new apartment and settling in a big city. These initiatives cater to tenants’ lifestyle demand and foster a strong sense of community among our tenants, enhancing their brand loyalty.

We cooperate with third-party service providers to offer complementary bi-weekly cleaning of common spaces, and broadband internet and bedroom cleaning at a charge. Tenants can subscribe to the broadband internet service package or book the bedroom cleaning service through our one-stop Qingke APP.

In November 2018, we launched a membership-based new retail platform, Qingke Select, where our tenants may purchase certain products online and enjoy seamlessly integrated online-to-offline experience. We generate customized pop-up advertisements of products on Qingke Select when our tenants use the Qingke APP. We are exploring different monetization models for Qingke Select.

Our Cooperation with Financial Institutions

Cooperation on Rental Installment Loans

We cooperate with a number of financial institutions to facilitate rental installment financing for tenants who wish to obtain financing for rental prepayment. In line with industry practice, we provide guarantee and may also provide additional credit enhancement in the form of security deposits, usually no more than 5% of the total outstanding loan balance with the relevant financial institution, to our financial institution partners with respect to tenants’ repayment of the rental installment loans. As of June 30, 2019, we cooperated with 11 financial institutions to facilitate rental installment loans, and the rental payment of 65.2% of our rental units had been facilitated by such financing. For more information, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Rental Installment Loans”.

When our financial institution partners approve a rental installment loan, an amount covering up to 24 months’ rent (net of the discount for rental prepayment) will typically be released to the tenant’s designated account at the financial institution partner, which will then be immediately transferred to our designated account through an entrusted payment arrangement between the tenant and the financial institution partner. The tenant repays the monthly installment of the principal amount of the loan, which is equal to the monthly rental (net of the discount for rental prepayment), to our financial institution partner over the lease term by authorizing the financial institution partner to deduct the amount from his or her account. Under such arrangement, the tenant may deposit funds into his or her account, but may not withdraw from such account without the authorization

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from the relevant financial institution partner. We typically pay the monthly interest on the rental installment loans to our financial institution partners for our tenants. When a lease is terminated, either by the tenant or by us, we are typically required to return, in a lump sum, the outstanding portion of the rental installment loan. The amount represents the rental for the remaining lease term (net of the discount for rental prepayment) and we are required to deposit it into the tenant’s designated account at the financial institution partner within a prescribed period of time, ranging from 0 to 31 days after the termination, which will then be immediately deducted by the financial institution partner from such account.

Please refer to the chart below for the typical funds flow of a rental installment loan.

Our financial institution partners will notify the tenant and us a few days in advance when a payment is due from the tenant and when the tenant is delinquent on any payment. We will also send payment reminders to the tenant. In addition, through our smart digital door locks, we have the ability to control the access to our apartments and bedrooms and may take over the relevant property if a tenant defaults on payment after sufficient warning pursuant to our lease agreement and the relevant PRC laws. We may then lease the property to a new tenant to recover the rentals for the remaining period of the original lease. We seek to reduce the turn around time to rent out a vacated apartment through our efficient sales management system. The security deposits we require from our tenants, which on average represented 1.6 months’ rental as of June 30, 2019, may also be used to cover delinquent payments.

We seek to prevent and minimize the risk of tenant payment default through our robust, standardized tenant screening process (which includes credit checks, evaluations of household income and criminal background checks through a third-party credit service provider). We are connected with the systems of the public security bureaus in some of our existing cities to verify certain identification and other information our tenant submit. In addition, we cooperate with a third-party credit consulting service provider to obtain credit reports for potential tenants and keep a blacklist of tenants who default on their rental or rental installment loan payment. For the nine months ended June 30, 2019, approximately 4.2% of our tenants defaulted on their rental or rental installment loan payment. In the cases of tenant default, historically, the forfeited tenant deposits usually covered the potential losses on our part.

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Cooperation on Apartment Renovation

In August 2018, we started to work with a rental service company owned by a bank in apartment sourcing and renovation under a financing arrangement model. Under this model for certain newly sourced apartments, which has been implemented in Shanghai and Hangzhou, we continue to be responsible for the entire operating process, including identifying potential apartments for rent, rental pricing and procuring and paying for apartment renovation. Once we have finished the renovation, the rental service company reimburses us for our costs incurred for the renovation. We make payments to the rental service company in installments equal to the reimbursed renovation costs plus interest and tax over a period of five years. At the end of the five-year period, the ownership of the renovation will be transferred to us. Under this arrangement, we also sell leasehold improvements and furniture, fixtures and equipment of certain existing apartments to the rental service company at carrying value and simultaneously lease them back. We are required to place a security deposit in the amount of three times the total monthly rent with the bank, which will be doubled if our occupancy rate falls below 75% or 85% in Shanghai or Hangzhou, respectively. The cooperation has provided us with access to a stable source of low-cost capital to finance our apartment renovation upfront, which helps us scale in a cost-efficient manner. As of June 30, 2019, 24.1% of our total apartments were renovated pursuant to this cooperation.

Our Data Analytics and Data Security

Our Data Analytics

We have accumulated extensive data from apartment rental and other related activities, including apartment information data, project management data, and data on landlord and tenants’ attributes. We have optimized our database structure to make it more suitable for AI and machine learning processes. The data we have accumulated are continuously fed into and refine our data analytics, which are the backbone of our business. Our big data analytic capabilities enable us to achieve data fusion across business scenarios upon our core database to drive our operation efficiency and additional revenue opportunities. As of June 30, 2019, our research and development team of 114 data scientists and engineers worked continually to optimize our proprietary analytical models and improve our analytic capabilities.

For example, once information of available-for-rent apartments is input into our system, we store, cleanse, structure and encrypt the data, including landlord information, apartment information including price, location, residential compound name, floor, layouts, size, etc., for modeling exercise in an aggregated and anonymized fashion. Our technology-driven Smart Pricing System estimates appropriate rental cost and price by selecting and parsing historical rentals from recent comparable transactions in adjacent area from our own transaction data and public market data collected from third parties, and then automatically adjusts the level of the rentals based on multiple influencing factors, including size, orientation, and floor (high, medium or low). Our data analytics enable us to effectively manage occupancy rates and rental rates and implement and adjust our marketing strategy based on real-time data feedback.

Our data analytics also help us manage a fast-growing number of suppliers and contractors efficiently. Our contractors and suppliers can bid for renovation requests and maintenance service orders in real-time in our dynamic bidding system. We grade the contractors and suppliers based on their track record of project fulfillment and other criteria, and constantly update the grading based on the feedback from our systems for more efficient work allocation and better quality control.

We have also accumulated valuable data on our tenants from the apartment leasing process and after-rent services. Leveraging these data insights and our data algorithms, we are able to predict tenants’ interests to construct big-data recommendation engines. This enables us to implement more tailored marketing and explore additional revenue opportunities.

Data Privacy and Security

Data privacy is of utmost importance to us. We dedicate significant resources to the goal of strengthening our user privacy protection, promoting a safe environment, and ensuring the security of user data.

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Our tenants or landlords are required to register an account on our Qingke APP and sign up to a user agreement in the registration process. The user privacy section of the user agreement describes our data use practices and how privacy works. Specifically, we undertake to manage and use the data collected from users in accordance with applicable laws and make reasonable efforts to prevent the unauthorized use, loss, or leak of user data and will not disclose sensitive user data to any third party without users’ approval except under legal requirement or certain circumstances specified in the user agreement. In addition, we use a variety of technologies to protect the data with which we are entrusted and have a team of privacy professionals dedicated to the ongoing review and monitoring of data security practices. For example, we store all user data in encrypted format and strictly limit the number of personnel who can access those servers that store user data. Only our senior management team and employees whose work is directly related have access to the data, and all of our employees must acquire prior approval to download any data. For our external interfaces, we also utilize firewalls to protect against potential attacks or unauthorized access.

We are committed to maintaining a secure information technology infrastructure. We are applying for the Level-3 data protection certification for our system by the relevant PRC regulatory authority, the highest level achievable by a non-financial institution in China. We have built a firewall that monitors and controls incoming and outgoing traffic and will automatically take reactive measures against threats. We also have a firewall between our private cloud services and public cloud services. We segregate our internal databases and operating systems from our external-facing services and intercept unauthorized access. We encrypt our data transmission, especially user data transmission, using sophisticated security protocols and algorithms to ensure confidentiality. We back up our user data and operating data on a daily basis in separate back-up systems to minimize the risk of user data loss or leakage. In particular, we have adopted comprehensive policies and measures to comply with the relevant PRC secrecy laws and regulations. We also provide personal information security protection training to our relevant employees, and require them to report any information security breach. Upon the occurrence of an information security breach, we will follow pre-determined procedures and systems to respond to any such incident in accordance with our policies and measures. We have also adopted and implemented a comprehensive set of rules and policies relating to information system integrity to prevent physical and cyberspace security breach, such as running code tests before applying new codes. We perform periodic reviews of our information technology infrastructure, identifying and mitigating problems that may undermine our system security.

Technology Systems and Infrastructure

Our technology-driven, end-to-end systems are built on a highly-scalable and reliable public and proprietary cloud-based technology infrastructure. We have invested heavily in standardization of our technology systems, which are in continuous maintenance and upgrade processes and built to have scalability to support our growth. Our information technology system includes (i) front-end mobile applications such as Qingke APP and Qingke mini program on WeChat; (ii) business management systems for each step of a rental transaction, such as our smart pricing and contractor bidding systems, (iii) support and management systems to provide back office and operational management support, such as management reporting and performance evaluation and (iv) Internet of things technology to remotely manage our dispersed apartments, e.g. our smart electric meters and smart door locks.

We have built an efficient, scalable and stable information technology infrastructure to provide strong computing ability for our information systems. Our technology infrastructure has been fully integrated with our computer environments and business requirements to serve as a powerful engine for business operation. As of June 30, 2019, our information technology infrastructure included four data centers and over 200 servers, with over 510 access nodes and with storage capacity of over 680 terabytes.

• Real-time analytics. We ingest a large amount of data through multiple highly optimized points and analyze them using both offline batch processing and online real-time processing through streaming technologies. This architecture allows us to combine multiple data dimensions and apply various machine learning algorithms in real-time to our data, including in rental pricing and contractor bidding

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for renovation projects. For example, our system analyzes potential tenants’ traits simultaneously while they are searching for rental units on our Qingke APP, and recommends relevant rental units based on their location and budget, etc. as inferred by our data analytics. In addition, our apartment sourcing team adjusts the number of new apartments to be leased in simultaneously according to our real-time lease-out operating data.

• Scalability. With modular architecture that is built to be horizontally scalable, our technology systems can be easily expanded as data storage and processing requirements increase to support our centralized management of a large dispersed portfolio of apartments. For example, our third-party servers can be expanded within a few minutes by simply submitting an expansion request. Our data repositories are clustered and our data processing architecture is distributed in several cities in China, which supports efficient expansion. When need arises, we can easily add servers and integrate them into our existing server clusters as either data nodes or processing nodes.

• Stability. Our technology layers have built-in software and hardware redundancy and will automatically switch if any error is detected. We implement a real-time data backup mechanism to ensure the reliability of our information technology infrastructure. Our system adopts modular architecture that consists of multiple connected components, each of which can be separately upgraded and replaced without compromising the functioning of other components. In addition, we have implemented a disaster recovery plan that involves hosting our information technology infrastructure in separate locations in China, including third-party backup data servers for disaster recovery. We believe our information technology infrastructure is highly stable. We have not experienced any major interruption of our information technology infrastructure since inception.

Risk Management

We face various types of risk in our business ranging from broad economic, rental market and interest rate risks, to more specific factors, such as re-leasing of properties and competition for properties, credit risk related to our tenants, and cash management risk where we are required to return the rental prepayment upon termination of a lease, either by tenants or by us due to, for example, tenant default.

We believe that our technology-driven systems and business processes allow us to monitor, manage and ultimately navigate these risks. For example, we seek to reduce the impact of increase in rental cost and shortage in supply by entering into long-term leases with landlords, with an agreed rent control period and a rent increase schedule. This provides us with a stable supply of properties as well as visibility into cost fluctuation.

We cooperate with a number of financial institutions, which provide rental installment loans to our tenants, and we provide guarantee. We may also provide additional credit enhancement in the form of security deposits, usually no more than 5% of the total outstanding loan balance with the relevant financial institutions with respect to our tenants’ repayment of the loans. We seek to prevent and minimize the risk of tenant default through our robust, standardized tenant screening process (which includes credit checks, evaluations of household income and criminal background checks), and technology, including the installation of smart digital locks on each of our apartment and bedroom doors to deny apartment and bedroom access if a tenant defaults on payment after sufficient warning, and our efficient sales management system to reduce the turn around time to rent out a vacated apartment. See “Risk Factors — Risks Related to Our Business and Industry — Our results of operation, financial condition, and reputation would be adversely affected if a significant number of our tenants fail to meet their obligations in connection with the lease.”

We encourage tenants to prepay rental and have used the prepayments to finance our operation and expansion. To the extent a lease is terminated before the rental period covered by the prepayment, we shall, upon such termination, return the unused prepaid rents, typically in a lump sum, to the tenant, or to our financial intuition partner where the tenant has used the rental installment loan granted by such financial institution to finance his/her rental prepayment. To manage potential liquidity risks arising from such early termination, we

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have adopted a stringent cash management policy, which involves monitoring the level of outstanding rental installment loan on the one hand, and our expenses and other capital requirements and available sources of financing on the other hand on a monthly basis to determine the maximum scale of rental installment loan for the following month. We also regularly monitor our current and expected liquidity requirements to ensure that we maintain sufficient cash balances of at least one month’s rental cost to meet our liquidity needs.

Furthermore, we have been exploring alternative sources of financing to reduce our reliance on tenants’ rental prepayments. For example, in August 2018, we started to cooperate with a rental service company owned by a bank to finance apartment renovation under a financing arrangement model. See “— Our Cooperation with Financial Institutions — Cooperation on Apartment Renovation.” As of June 30, 2019, 24.1% of our apartments were renovated pursuant to this cooperation. In the meantime, the total outstanding principal amount of rental installment loans decreased from RMB1,108.1 million (US$161.4 million) as of September 30, 2018 to RMB872.6 million (US$127.1 million) as of June 30, 2019. We have also been exploring asset light strategies, including sourcing furnished apartments from landlords to reduce our upfront capital outlay.

Research and Development

We invest substantial resources in research and product development. Our research and development efforts are focused primarily on improving our technology and developing new systems that are complementary to existing ones including our pricing system and project management system. As of June 30, 2019, we had a research and development team of 114 employees, representing more than 10% of our total employees.

Intellectual Properties

Our copyrights, trademarks, trade secrets, domain names and other intellectual properties are important to our business and we devote significant time and resources to their development and protection. We rely on intellectual property laws and confidentiality agreements to protect our intellectual property rights. In addition, we generally control access to and use of our proprietary and other confidential information through the use of internal and external controls, such as use of confidentiality agreements with our employees and outside consultants.

As of June 30, 2019, we had 33 copyrights, 31 trademarks and three domain names registered in China and five trademarks registered outside China. Our intellectual properties are complementary and indispensable to each other to form the basis of our services and solutions and our operational systems. We intend to file additional intellectual property applications as we continue to innovate through our research and development efforts, and to pursue additional intellectual property protection to the extent we deem it beneficial and cost-effective.

From time to time, we incorporate certain intellectual property licensed from third parties, including under certain open source licenses. Even if any such third-party technology did not continue to be available to us on commercially reasonable terms, we believe that alternative technologies would generally be available as needed. For additional information about our intellectual property and associated risks, see ‘‘Risk Factors—Risks Related to Our Business and Industry—We may be subject to intellectual property infringement or misappropriation claims by third parties, which may force us to incur substantial legal expenses and, if determined adversely against us, could materially disrupt our business.”

Competition

China’s long-term apartment rental market is highly competitive. We believe the principal competitive factors in the apartment rental market include:

• ability to source suitable and sufficient apartments across multiple regions with favorable lease terms, including contract length, rental-free period, rent-in costs, etc.;

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• ability to use big data analysis to establish competitive lease terms with both landlords and tenants;

• ability to establish sustainable unit economic model;

• ability to renovate and operate rental apartments in an efficient and cost-effective manner;

• ability to achieve high standardization and manage a complex supply network;

• ability to maintain financial flexibility;

• geographic coverage and customer reach;

• ability to establish comprehensive IT and internet infrastructure to manage a large and fast-growing portfolio of rental apartments; and

• brand awareness and customer satisfaction, including the availability and range of value-added services to help foster a sense of community and loyalty among tenants.

In particular, our competitors in sourcing apartments are companies with business similar to us, which may be large participants in the apartment rental market and may have greater resources than we do. These competitors may rent apartments that meet our requirements before we do as they have rapid access to the information of available apartments. In addition, our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of rental apartments. Our primary competitors in renting out rental apartments include other companies with business similar to us and apartment owners who directly rent their apartments to tenants. Our competitors’ apartments may be newer, better located, at more affordable rents, with better incentives, amenities and value-added services and more attractive to tenants than our rental apartments may be. Our competitors may have higher rates of occupancy than we do, better access to tenant information or may have superior access to capital and other resources, which may result in our competitors more easily locating tenants and leasing available apartments at lower rental rates than we might offer at our rental apartments. Moreover, some competing housing options may qualify for government subsidies that may make such options more accessible and therefore more attractive than our rental apartments. However, we believe that our concentration on and experience in the apartment rental business, and our advanced system, and technology utilized in our apartment sourcing, renovation, operation and maintenance, provide us with competitive advantages.

Employees

As of September 30, 2016, 2017 and 2018, we had 677, 452, and 1,222 employees, respectively. Substantially all of our employees are based in China. The table below shows the number of our employees by function as of September 30, 2018.

Function	Number of Employees
Sourcing		44
Apartment marketing		133
Apartment leasing, tenant relations and property maintenance*		596
Research and development		161
Other		288
Total		1,222

* Including 542 employees who were apartment managers. In addition to our own employees, we had 643 apartment managers from our outside contractors as of September 30, 2018.

We have a well-trained and motivated workforce, and an effective training program to develop our operations and management staff to manage its rapidly expanding apartment network. Our Qingke College, together with regional management teams, offers structured training programs for sales, sourcing, and corporate

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staff. Our apartment sourcing team and sales staff are required to attend a three-day new-hire training program offered by our Qingke College covering topics such as Qingke corporate culture, sales and marketing, Qingke office software skills, sourcing skills, tenant service, and apartment operation standards. Our managers also attend team management, financial, and human resource management courses. In the nine months ended June 30, 2019, our operations and management staff on average received approximately 60 and 30 hours of training, respectively.

We have a comprehensive review and incentive system that aligns performance and compensation as well as internal promotions, which also enable us to motivate and retain our workforce. For example, a substantial portion of sourcing and sales staff’s salary is based on their performance. In addition, at the end of each month, employees whose performance ranks bottom 20% will be required to attend compulsory trainings, half of whom may be discharged if their performance does not fulfil the requirements of their positions after such trainings.

Properties and Facilities

Our principal executive office is located in Shanghai, China, where we own the office space with an aggregate floor area of approximately 585.7 square meters as June 30, 2019. As of June 30, 2019, we leased approximately an aggregate of 23,078.2 square meters of office space in Shanghai, Hangzhou, Suzhou (including Kunshan), Nanjing, Wuhan and Beijing.

Insurance

In line with general market practice, we do not maintain any business interruption insurance, which is not typical in our industry or mandatory under PRC laws. We do not maintain key-man life insurance or insurance policies covering damages to our IT infrastructure or information technology systems. We also do not maintain insurance policies against risks relating to the contractual arrangements. We do not maintain insurance policies for landlords, tenants or contractors.

As required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance, childbirth insurance, work-related injury insurance, employment injury insurance, maternity insurance, and unemployment insurance.

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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REGULATIONS

We operate in an increasingly complex legal and regulatory environment. We are subject to a variety of PRC and foreign laws, rules and regulations across numerous aspects of our business. This section sets forth a summary of the principal PRC laws, rules and regulations relevant to our business and operations in the PRC.

Regulations Relating to Foreign Investment

Companies established and operating in the PRC shall be subject to the Company Law of the PRC, or the PRC Company Law, which was promulgated on December 29, 1993 and newly amended on December 28, 2013 and October 26, 2018. The PRC Company Law provides general regulations for companies set up and operating in the PRC, including foreign-invested companies. Unless otherwise provided in the PRC foreign investment laws, the provisions in the PRC Company Law shall prevail.

The establishment procedures, examination and approval procedures, registered capital requirement, foreign exchange restriction, accounting practices, taxation and labor matters of a wholly foreign-owned enterprise are governed by the Wholly Foreign-owned Enterprise Law of the PRC, which was promulgated on April 12, 1986 and newly amended on September 3, 2016. The Implementation Regulations of the Wholly Foreign-owned Enterprise Law was promulgated on December 12, 1990 and newly amended on February 19, 2014, which took effective as from March 1, 2014.

Investments in the PRC by foreign investors and foreign-invested enterprises are regulated by the Catalog of Industries for Guiding Foreign Investment, or the Foreign Investment Catalog, the latest version of which was promulgated by the NDRC and the PRC Ministry of Commerce, or the MOFCOM on June 28, 2017 and became effective as of July 28, 2017. The Foreign Investment Catalog categorizes the industries into two categories: encouraged industries and the industries within the catalog of special management measures, or the 2017 Negative List. The 2017 Negative List is further divided into two sub-categories: restricted industries and prohibited industries. Establishment of wholly foreign-owned enterprises is generally allowed in industries outside of the 2017 Negative List. For the restricted industries within the 2017 Negative List, some are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. In addition, restricted category projects are subject to government approvals and certain special requirements. Foreign investors are not allowed to invest in industries in the prohibited category. Industries not listed in the Catalog are generally open to foreign investment unless specifically restricted by other applicable PRC regulations. On June 28, 2018, the MOFCOM and the NDRC promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2018), or the 2018 Negative List, effective and replacing the 2017 Negative List on July 28, 2018. The 2018 Negative List expands the scope of permitted industries by reducing the number of industries that fall within the previous Negative List where restrictions on the shareholding percentage or requirements on the composition of board or senior management still exists.

Pursuant to the Interim Provisions on the Investment of Foreign-invested Enterprise in China implemented on September 1, 2000 and amended on May 26, 2006 and October 28, 2015, foreign investment enterprises may invest in encouraged and permitted projects in the PRC, but shall not invest in prohibited projects. Pursuant to the Interim Administrative Measures on the Record-filing of the Incorporation and Changes of Foreign-invested Enterprises (2018 Revision) implemented on June 30, 2018, and the Foreign Investment Catalog, the foreign-invested enterprises, whose incorporation and changes involve no approval under the special entry management measures stipulated by the State, shall be subject to the administrative measures on registration and within 30 days of the occurrence of the following change events, complete the registration of changes online procedure: (i) changes of basic information of foreign-invested enterprises; (ii) changes of basic information of investors of foreign-invested enterprises; (iii) changes of equity (share) on cooperation interest; (iv) merger, division and termination; and (v) pledge or transfer of property interests of foreign-invested enterprises to external parties. The changes of foreign-invested enterprises, which subject to the approval under the special entry management

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measures, shall apply for approval procedures in accordance with relevant foreign investment laws and regulations.    

As an epoch-making enactment, the Foreign Investment Law, as formally adopted by the second session of the thirteenth National People’s Congress of China on March 15, 2019 , will become effective on January 1, 2020 and replace the trio of existing three laws regulating foreign investment in China, or the Three FIE Laws, 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, to become the legal foundation for foreign investment in the PRC. Generally speaking, the PRC Company Law or the PRC Partnership Law shall apply with respect to an FIE’s organization. This is aimed to put an end to any discrepancy between the Three FIE Laws and the Company Law.

The Foreign Investment Law mainly stipulates four forms of foreign investors, which includes: (a) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within PRC; (b) a foreign investor acquires stock shares, equity shares, interests in assets, or other like rights and interests of an enterprise within PRC; (c) a foreign investor, individually or collectively with other investors, invests in a new project within PRC; and (d) foreign investors invest in China through any other methods under laws, administrative regulations, or provisions prescribed by the State Council. Compared with the trio of the existing three laws regulating foreign investment in China and to sum up, the Foreign Investment Law is profoundly different in the following aspects:

(a) Application of a pre-establishment national treatment. According to the Foreign Investment Law, the PRC governments shall govern foreign investment according to the system of pre-establishment national treatment, which requires treatment given to foreign investors and their investments during the market access stage shall not be inferior to treatment afforded to PRC domestic investors and their investment except where a foreign investment falls into the orbit of the Negative List.

(b) Application of an updated Investment Management. Pursuant to the Foreign Investment Law, the State shall establish a foreign investment information report system. Foreign investors or FIEs shall submit investment information to the competent department for commerce through the enterprise registration system and the enterprise credit information publicity system. The content and scope of information subject to the reporting obligations shall be determined under the principle of necessity. In addition, the State shall establish a security review system for foreign investment, under which a security review shall be conducted for any foreign investment affecting or having the possibility to affect the state security.

In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their policy commitments to the foreign investors and perform all contracts entered into in accordance with the law; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriate or requisition the investment of foreign investors is prohibited; mandatory technology transfer is prohibited; foreign investors’ funds are allowed to be freely transferred out and into the territory of PRC, which run through the entire lifecycle from the entry to the exit of foreign investment; and providing an all-around and multi-angle system to guarantee fair competition of foreign-invested enterprises in the market economy. Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law, which means that foreign invested enterprises may be required to adjust the structure and corporate governance in accordance with the current PRC Company Law and other laws and regulations governing the corporate governance.

However, as the new law only provides for the most fundamental principles for the regulation of foreign investment, and its implementation rules have not been promulgated, it remains uncertain with respect to many

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issues and matters involving details of governmental administration, such as what’s the relationship between the current record filing system and the information report system, the transition arrangement between now and the effective date thereof, which are still pending clarification and more specific guidance to be given by the State Council, the MOFCOM, and other relevant governmental agencies.

Regulations Relating to Foreign Investment in the Value-Added Telecommunication Services

The Telecommunications Regulations of the People’s Republic of China, which was promulgated by the State Council on September 25, 2000 and last amended on February 6, 2016, categorizes all telecommunications businesses in China as either basic telecommunications businesses or value-added telecommunications businesses. Further, according to the Catalog of Telecommunications Business, attached to the Telecommunications Regulations and last mended by the MIIT on December 28, 2015, information services provided via fixed network, mobile network and Internet fall within value-added telecommunication services.

The State Council promulgated the Administrative Rules on Foreign-invested Telecommunications Enterprises in December 2001, as last amended on February 6, 2016, or the FITE Regulations. The FITE Regulations set forth detailed requirements with respect to capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunications enterprise. These administrative rules require a foreign-invested value-added telecommunications enterprises in mainland China to be established as Sino-foreign joint ventures, which the foreign investors may acquire up to 50% of the equity interest of such enterprise.

In July 2006, MIIT publicly released the Notice on Strengthening the Administration of Foreign Investment in Operating Value-added Telecommunications Business, or the MIIT Notice, which reiterates certain provisions under the FITE Regulations. According to the MIIT Notice, if any foreign investor intends to invest in a PRC telecommunications business, a foreign-invested telecommunications enterprise must be established and such enterprise must apply for the relevant telecommunications business licenses. Under the MIIT Notice, domestic telecommunications enterprises are prohibited from renting, transferring or selling a telecommunications license to foreign investors in any form, and from providing any resources, premises, facilities and other assistance in any form to foreign investors for their illegal operation of any telecommunications business in China.

Regulations Relating to Residential Tenancy

The laws and regulations governing residential tenancy in China are still developing and evolving. Most of them are in the form of government opinions, rules or circulars issued by different government agencies at the national or local level rather than detailed legislations. These government opinions, rules or circulars are aimed at encouraging, facilitating and guiding the development of residential tenancy market. The following provides a summary.

On January 6, 2015, the Ministry of Housing and Urban-rural Construction, or MOHURD, released Guidelines on the cultivation and development of residential tenancy market, which encourage the establishment of residential tenancy organizations. Residential tenancy organizations are encouraged to purchase or lease homes for long-term, and re-decorate the homes before renting out to the public.

Furthermore, on May 17, 2016, the State Council released Several Opinions of the General Office of the State Council on Accelerating the Cultivation and Development of the Home-Rental Market, which set forth the following principles:

• Transformation on properties for rental is allowed. Commercial properties are allowed to be transformed to rental homes with land use duration and plot ratio unchanged, the purpose of land use shall be adjusted from commercial to residential, and after the adjustment, the prices of utilities like water, electricity, and gas shall follow residential standards. Transformation on residential properties

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for rental according to the national and local housing design standards is allowed, and the transformation shall not alter existing fire-proof compartmentation, emergency evacuation or fire separation facilities so as to ensure the intactness and validation of fire protection facilities.

• Preferential policies encouraging individuals to rent out homes shall be implemented and individuals shall be encouraged to rent out their proprietary properties in accordance with the laws. Leasing of residential properties by individuals shall be regulated. Individuals are encouraged to entrusting their homes to home-rental enterprises or intermediary agencies for rental.

• Local governments shall adopt preferential policies and measures to support leasing of residential properties by individuals, and guide urban residents to resolving housing issues through residential tenancy. Laws and regulations on residential tenancy shall clearly define the rights and obligations of the parties in residential tenancy, regulate market conducts, and stabilize landlord-tenant relationship. Exemplary residential lease texts and online execution of contract shall be implemented, and the residential lease registration and recordation system shall be implemented.

• Provincial-level governments shall strengthen the administration of home rental market within their respective administrative regions. Municipal governments shall take the general charge of the administration of the home-rental market within their respective administrative regions, establish a regulatory system with the cooperation of multiple departments. Local governments shall establish a residential tenancy information service and regulatory system to promote information sharing between government agencies.

• Local housing authorities shall be responsible for the administration and coordination of the home-rental market, strengthen the administration of residential tenancy market in coordination with relevant departments, improve the credit administration system of residential tenancy enterprises, intermediary agencies and professionals, and keep credit records of relevant market participants which shall be incorporated into the national credit information sharing platform for the regulation and punishment of market participants with serious loss of credit. The public security authorities shall strengthen the public security administration of rented properties, residential tenancy and the residence registration in rental homes residential tenancy, urge and guide neighborhood committees, villagers committees, property service enterprises and other administration entities in screening for potential safety risks. All related government agencies shall, according to their powers, duties and division of work, investigate and prosecute the engagement in illegal activities in rented homes.

On May 19, 2017, the MOHURD published for public discussion the Measures on Management of Residential Tenancy and Home Sales (Discussion Draft), the deadline of receiving comments of which was June 19, 2017 and as of the date hereof, the MOHURD has not yet promulgated and made public any further rules, regulations, notices or circulars in this regard. However, it reflects, to certain extent, the regulatory thinking with regard to residential tenancy as follow:

• Landlords shall ensure the safety and basic function of rented homes. Residential tenancy enterprises shall screen the identity of tenants and keep a truthful record thereof. Landlords shall not evict the tenants through violence, threats, or other coercive methods to repossess the properties.

• Landlords shall ensure that each room in the rented homes conforms to certain standards regarding maximum of tenants and minimum floor space in a single room. Such standards shall be promulgated by local authorities. Non-residence space such as kitchens, bathrooms, balconies and basement storage space shall not be rented for residential purpose.

• Leases shall contain a duration clause. Duly executed leases that last over three years are encouraged and shall receive support by local governments.

• Landlords and tenants shall register signed leases at the local housing authorities within 15 days after the execution of the leases.

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• Residential tenancy enterprises shall, within 30 days of its establishment, report to local housing authorities. Housing authorities shall publish information of residential tenancy enterprises in a timely manner and inspect residential tenancy enterprises.

On July 18, 2017, the MOHURD, the National Development and Reform Commission, or the NDRC, and the Ministry of Public Security, or the MPS, jointly released Notice of Accelerating the Development of Residential Tenancy Industry in Large to Medium Sized Cities with Positive Population Influx, which states the following:

• Institutionalized residential tenancy enterprises are encouraged. Home developers, realtors and property management enterprises are encouraged to expand its business into residential tenancy industry.

• Housing authorities shall establish an online lease recordation system. Housing authorities shall also regulate and supervise the rental process in the residential tenancy industry including ensuring the truthfulness of residential tenancy advertisements and standardizing the residential tenancy process.

• To increase the supply of rental homes, local governments are encouraged to provide new land zoned for residential tenancy properties. Financial institutions are encouraged to extend more loans to residential tenancy enterprises with controllable risks and sustainable business operation.

• Different departments in local governments shall jointly enforce laws and regulations regarding residential tenancy and maintain the order of the residential tenancy market.

Since 2017, local governments of major cities in the PRC, including but not limited to Shanghai, Beijing, Hangzhou, Suzhou, Wuhan, Nanjing have promulgated notices regarding the measures to implement policies released by the state council and Ministry of Housing and Urban-rural Construction, which mainly include (i) tax and financial support to residential tenancy industry; (ii) improvement of local rules on residential tenancy; (iii) standards regarding maximum tenants and minimum floor space in a single rented room. To further illustrate this point, we summarize the standards regarding maximum tenants and minimum floor space in a single rented room adopted by the local governments in Beijing, Shanghai, Hangzhou, Suzhou, Wuhan and Nanjing as below:

• Beijing: non-residence space such as kitchens, bathrooms, balconies and basement storage space is not allowed to be rented for residential purpose; a room is not allowed to be divided into smaller sections for rental; the minimum rented floor space per capita is five square meters; a single rented room is not allowed to accommodate more than two persons.

• Shanghai: residential tenancy are banned if: (i) a single room is divided into smaller sections for rental; (ii) non-residence space such as kitchens, bathrooms, balconies and basement storage space is rented residential purpose; (iii) rented floor space per capita is below five square meters; or (iv) a single rented room accommodates more than two persons. Living rooms are allowed to be rented only if the floor space exceeds 12 square meters.

• Hangzhou: non-residence space such as dining rooms, kitchens, bathrooms, balconies, corridors, storage room and basement storage space is not allowed to be rented for residential purpose; a single room is not allowed to be divided into smaller sections for rental; living rooms are allowed to be rented for residence purpose; the minimum rented floor space per capita is four square meters.

• Suzhou: non-residence space such as kitchens, bathrooms, balconies, garage and basement storage space is not allowed to be rented for residential purpose; a single room is not allowed to be divided into smaller sections for rental; living rooms with floor space over 12 square meters are allowed to be rented for residence purpose; the minimum rented floor space per capita is four square meters; a single rented room is not allowed to accommodate more than two persons.

• Wuhan: non-residence space such as dining rooms, kitchens, bathrooms, balconies, corridors, storage room and basement storage space is not allowed to be rented for residential purpose; a single room is

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not allowed to be divided into smaller sections for rental; living rooms with floor space over 12 square meters are allowed to be rented for residence purpose; the minimum rented floor space per capita is five square meters; a single rented room is not allowed to accommodate more than two persons.

• Nanjing: non-residence space such as kitchens, bathrooms, balconies, garage and basement storage space is not allowed to be rented for residential purpose; a room is not allowed to be divided into smaller sections for rental; the minimum rented floor space per capita is 15 square meters; a single rented room is not allowed to accommodate more than two persons.

Regulations Relating to Leasing

In March 1999, the National People’s Congress, or the NPC, passed the PRC Contract Law, of which Chapter 13 governs lease contracts. According to the PRC Contract Law, subject to the consent of the lessor, the lessee may sublease the leased item to a third party. Where the lessee subleases the leased item, the leasing contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the contract if the lessee subleases the leased item without the consent of the lessor.

Under the Law on Urban Real Estate Administration promulgated by the Standing Committee of National People’s Congress, or the SCNPC, which took effect in January 1995 and amended in August 2009 and the Administrative Measures for Commodity House Leasing promulgated by the Ministry of Housing and Urban-rural Construction, which took effect in February 2011, when leasing premises, the lessor and lessee are required to enter into a written lease contract prescribing such provisions as the leasing terms, use of the premises, rental price, rental payment and repair liabilities, and other rights and obligations of both parties. Both lessor and lessee are also required to file the lease contract with the local real estate administration department. Pursuant to these laws and regulations and various local regulations, if the lessor and lessee fail to go through the recordation procedure in the prescribed period, both lessor and lessee may be subject to administrative penalties, and the leasing interest therein will be subordinated to third parties’ rights.

Furthermore, according to the Law on Urban Real Estate Administration, the leasing of residential premises shall correspond with the rules and policies stipulated by the people’s government of the State and the region where these residential premises are located.

In Shanghai, since January 2015, several qualified institutions have been encouraged to engage in the long-term lease and sublease of the vacant premises or accept commission from the owners or other holders to lease their properties. Each of these institutions shall be registered as an independent enterprise legal entity and be approved to conduct “real estate agency” business.

Regulations Relating to Decoration Projects

Under the Law on Construction promulgated by the SCNPC, which took effect in November 1997 and amended in July 2011 and the Regulations on the Quality Management of Construction Projects, or the Construction Projects Regulations, which took effect in January 2000 and amended in October 2017, in the case of a decoration project involving a change of the main structure or load-bearing structure of a building, the owner of this project shall be obliged to acquire the design scheme from the original design entity or another design entity with the corresponding qualification grade prior to its implementation and operation. If the decoration project is carried out without the qualified design scheme, the owner may be required to amend this and subject to administrative fines. Pursuant to the Construction Projects Regulations, where the owner of a construction project, commits any of the following acts, it shall be ordered to make corrections, and shall be imposed a fine of not less than 2% but not more than 4% of the contractual project price; if any losses have been caused, it shall be liable for making compensation including (i) arbitrarily delivering the project for use before organizing the acceptance inspection, (ii) arbitrarily delivering the project for use in the event that the project has not passed the acceptance inspection, or (iii) inspecting and accepting a substandard construction project as one which is up to

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standards. With a view to controlling the air contamination and hazards in an indoor space, in 2002 the State Environmental Protection Administration issued the Indoor Air Quality Standards (GB/T18883-2002), which was generally applicable to residential and office building as well as other similar indoor environment. Subsequently, in 2013 the MOHURD promulgated the Standard for Indoor Environmental Pollution Control of Civil Building Engineering (GB50325-2010) to further stipulate the standards for preventing the indoor environmental hazards generated by construction materials and decorative building materials used for a civil building engineering, inter alia, radon, methanol, aminobenzene, toluene and xylene and total volatile organic compounds. To sum up, the rental apartments we are operating shall be up to the air quality and environmental protection standards as listed above before they are rented out to the tenants, otherwise we may be subject to the civil liabilities or administrative fines for our failure in compliance with all the environmental laws or regulations or technical standards relating to renovation of our rental apartments.

Regulations on Consumer Protection

In October 1993, the SCNPC promulgated the Law on the Protection of the Rights and Interests of Consumers, or the Consumer Protection Law, which became effective on January 1, 1994 and was further amended on August 27, 2009 and October 25, 2013. Under the Consumer Protection Law, any business operator providing a commodity or service to a consumer is subject to certain mandatory requirements, including the following:

(a) to ensure that commodities and services up to certain safety requirements;

(b) to protect the safety of consumers;

(c) to disclose serious defects of a commodity or a service and to adopt preventive measures against occurrence of damage;

(d) to provide consumers with accurate information and to refrain from conducting false advertising;

(e) to obtain consents of consumers and to disclose the rules for the collection and/or use of information when collecting data or information from consumers; to take technical measures and other necessary measures to protect the personal information collected from consumers; not to divulge, sell, or illegally provide consumers’ information to others; not to send commercial information to consumers without the consent or request of consumers or with a clear refusal from consumers;

(f) not to set unreasonable or unfair terms for consumers or alleviate or release itself from civil liability for harming the legal rights and interests of consumers by means of standard contracts, circulars, announcements, shop notices or other means;

(g) to remind consumers in a conspicuous manner to pay attention to the quality, quantity and prices or fees of commodities or services, duration and manner of performance, safety precautions and risk warnings, after-sales service, civil liability and other terms and conditions vital to the interests of consumers under a standard form of agreement prepared by the business operators, and to provide explanations as required by consumers; and

(h) not to insult or slander consumers or to search the person of, or articles carried by, a consumer or to infringe upon the personal freedom of a consumer.

Business operators in China may be subject to civil liabilities for failing to fulfill the obligations discussed above. These liabilities include restoring the consumer’s reputation, eliminating the adverse effects suffered by the consumer, and offering apology and compensation for any loss thus incurred to the consumer. The following penalties may also be imposed by relevant governmental agencies upon business operators for the infraction of these obligations: issuance of a warning, confiscation of any illegal income, imposition of a fine, an order to cease business operation, revocation of its business license or imposition of criminal liabilities under circumstances that are specified in laws and statutory regulations.

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In December 2003, the Supreme People’s Court in China enacted the Interpretation of Some Issues Concerning the Application of Law for the Trial of Cases on Compensation for Personal Injury, which further enhances the liabilities of business operators engaged in the operation of accommodation, restaurants, or entertainment facilities and subjects such operators to compensatory liabilities for failing to fulfill their statutory obligations to a reasonable extent or to guarantee the personal safety of others.

Regulations relating to Information Security and Censorship

Internet content in China is also strictly regulated and restricted from a state security standpoint. Pursuant to the Decision Regarding the Protection of Internet Security enacted by the SCNPC on December 28, 2000, which was amended on August 27, 2009, any attempt to undertake the following actions may be subject to criminal punishment in China:

(a) gaining improper entry into a computer or system of national strategic importance;

(b) disseminating politically disruptive information;

(c) leaking government secrets;

(d) spreading false commercial information; or

(e) infringing intellectual property rights.

The MPS has also promulgated a series of measures that prohibit the use of the internet in ways that, among other things, result in the leakage of government secrets or the spread of socially destabilizing content. The MPS and its local counterparts have supervision and inspection powers in this regard, and we may be subject to the jurisdiction of the local security bureaus. If an internet information service provider violates these measures, the PRC government may revoke its license and shut down its website. In 1997, the MPS issued the Administration Measures on the Security Protection of Computer Information Network with International Connections, which was amended by the State Council on January 8, 2011 and prohibited using internet in ways which, among others, resulted in a leakage of state secrets or spreading of socially destabilizing content.

Moreover, on December 7, 2016, the SCNPC promulgated the Cyber Security Law of the People’s Republic of China, which became effective on June 1, 2017, pursuant to which, network operators shall comply with laws and regulations and fulfill their obligations to safeguard security of the network when conducting business and providing services. Those who provide services through networks shall take technical measures and other necessary measures pursuant to laws, regulations and compulsory national requirements to safeguard the safe and stable operation of the networks, respond to network security incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data, and the network operator shall not collect the personal information irrelevant to the services it provides or collect or use the personal information in contravention of the laws or agreements between both parties.

Regulations relating to Protection of User Identity and Information

The security and confidentiality of information on the identity of internet users are also highly regulated in China. The Internet Information Service Administrative Measures promulgated by the State Council requires internet information service providers to maintain an adequate system that protects the security of user information. In December 2005, the MPS promulgated the Regulations on Technical Measures of Internet Security Protection, requiring internet service providers to utilize standard technical measures for internet security protection. Moreover, the Rules for Regulating the Market Order of Internet Content Services, which was promulgated in December 2011, further enhances the protection of internet users’ personal information by prohibiting internet information service providers from unauthorized collection, disclosure or use of personal information of their users.

In December 2012, the SCNPC promulgated the Decision on Strengthening Network Information Protection to enhance the legal protection of information security and privacy on the internet. On July 16, 2013, the

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Ministry of Industry and Information Technology, or the MIIT, promulgated the Provisions for the Protection of Telecommunication and Internet User Personal Information, or the Provisions for the Protection of Person Information. According to the Provisions for the Protection of Person Information, under which Internet information service providers are subject to strict requirements to protect personal information of internet users, including: if a network service provider wishes to collect or use personal information, such personal information collected shall be used only in connection with the services to be provided by Internet information service providers to such users and shall be kept in strict confidence. Furthermore, it must disclose to its users the purpose, method and scope of any such collection or usage, and must obtain consent from the users whose information is being collected or used. Network service providers are also required to establish and publish their protocols relating to personal information collection or usage, keep any collected information strictly confidential and take technological and other measures to maintain the security of such information. Network service providers are required to cease any collection or usage of the relevant personal information, and de-register the relevant user account, when a user stops using the relevant Internet service. Network service providers are further prohibited from divulging, distorting or destroying any such personal information, or selling or providing such personal information unlawfully to other parties. In addition, if a network service provider appoints an agent to undertake any marketing or technical services that involve the collection or usage of personal information, the network service provider is required to supervise and manage the protection of the information. Pursuant to the Provisions for the Protection of Person Information, in broad terms, that violators may face warnings, fines, public exposure and, in the most severe cases, criminal liability.

Regulations relating to Mobile Internet Applications Information Services

In China a mobile internet application is governed by the Provisions on the Administration of Mobile Internet Application Information Services, or the Provisions on Administration of Application, as promulgated by the Cyberspace Administration of PRC on June 28, 2016 and became effective on August 1, 2016.

Pursuant to the Provisions on Administration of Application, application information service providers shall obtain the relevant qualifications as required by laws and regulations, strictly implement their information security management responsibilities, and carry out the duties including to establish and complete user information security protection mechanism, to establish and complete information content inspection and management mechanisms, to protect users’ right to know the right to choose in the process of usage, and to record users’ daily information and preserve it for sixty (60) days.

Regulation Relating to Intellectual Property

The Copyright Law

PRC has enacted various laws and regulations relating to the protection of copyright. PRC is a signatory to some major international conventions on protection of copyright and became a member of the Berne Convention for the Protection of Literary and Artistic Works in October, 1992, the Universal Copyright Convention in October, 1992, and the Agreement on Trade-Related Aspects of Intellectual Property Rights upon its accession to the World Trade Organization in December 2001.

The Copyright Law of the PRC (2010 Revision), or the Copyright Law, which was promulgated on September 7, 1990 and subsequently amended on October 27, 2001 and February 26, 2010 and the Implementation Regulation of the Trademark Law of the PRC promulgated by the State Council on August 2, 2002 and further amended on January 8, 2011 and January 30, 2013 provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, enjoy copyright in their works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software. The purpose of the Copyright Law aims to encourage the creation and dissemination of works which is beneficial for the construction of socialist spiritual civilization and material civilization and promotes the development and prosperity of Chinese culture.

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Pursuant to the Computer Software Protection Regulations, as promulgated by the State Council on December 20, 2001, and most recently amended on January 30, 2013, Chinese citizens, legal persons and other organizations shall enjoy copyright on the software they develop, regardless of whether the software has been released publicly. Software copyright commences from the date on which the development of the software is completed. The protection period for software copyright of a legal person or other organizations shall be 50 years, concluding on December 31 of the 50^th year after the software’s initial release. In order to further implement the Computer Software Protection Regulations, the State Copyright Bureau issued the Regulations for Computer Software Copyright Registration Procedures on February 20, 2002, which apply to software copyright registration, license contract registration and transfer contract registration.

The Trademark Law

Trademarks are protected by the Trademark Law of the People’ Republic of China (2013 Revision) which was promulgated on August 23, 1982 and subsequently amended on February 22, 1993, October 27, 2001 and August 30, 2013 respectively as well as the Implementation Regulation of the PRC Trademark Law adopted by the State Council on August 3, 2002 and further amended on April 29, 2014. In China, registered trademarks include commodity trademarks, service trademarks, collective trademarks and certification trademarks.

The Trademark Office under the State Administration of Industry and Commerce, or the SAIC, handles trademark registrations and grants a term of ten years to registered trademarks. Trademarks are renewable every ten years where a registered trademark needs to be used after the expiration of its validity term. A registration renewal application shall be filed within 12 months prior to the expiration of the term. A trademark registrant may license its registered trademark to another party by entering into a trademark license contract. Trademark license agreements must be filed with the Trademark Office to be recorded. The licensor shall supervise the quality of the commodities on which the trademark is used, and the licensee shall guarantee the quality of such commodities. As with trademarks, the PRC Trademark Law has adopted a “first come, first file” principle with respect to trademark registration. Where the trademark for which a registration application has been made is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right 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.

The Patent Law

According to the Patent Law of the People’s Republic of China (2008 Revision) promulgated by the SCNPC, and its Implementation Rules (2010 Revision) promulgated by the State Council, the State Intellectual Property Office of the PRC is responsible for administering patents in the PRC. The patent administration departments of provincial or autonomous regions or municipal governments are responsible for administering patents within their respective jurisdictions. The Patent Law of the PRC and its implementation rules provide for three types of patents, “invention”, “utility model” and “design”. Invention patents are valid for twenty years, while design patents and utility model patents are valid for ten years, from the date of application. The Chinese patent system adopts a “first come, first file” principle, which means that where more than one person files a patent application for the same invention, a patent will be granted to the person who files the application first. To be patentable, invention or utility models must meet three criteria: novelty, inventiveness and practicability. Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutes an infringement of the patent rights.

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Domain Names

On May 29, 2012, the China Internet Network Information Center, or the CNNIC issued the Implementing of the Rules for China Internet Network Information Center Domain Name Registration (2012 Revision), setting forth detailed rules for registration of domain names. The MIIT promulgated the Administrative Measures on Internet Domain Name, or the Domain Name Measures on August 24, 2017, which became effective on November 1, 2017. According to the Domain Name Measures, domain name owners are required to register their domain names and the MIIT is in charge of the administration of PRC Internet domain names. The domain name services follow a “first come, first file” principle. Applicants for registration of domain names shall provide their true, accurate and complete information of such domain names to and enter into registration agreements with domain name registration service institutions. The applicants will become the holders of such domain names upon the completion of the registration procedure.

Regulations Relating to Foreign Exchange

General Administration of Foreign Exchange

Foreign currency exchange in China is primarily governed by the Foreign Exchange Control Regulations of the PRC, or the Foreign Exchange Administration Rules, promulgated by the State Council on January 29, 1996 and last amended on August 5, 2008, and various regulations issued by the State Administration of Foreign Exchange, or the SAFE and other relevant PRC government authorities. Under the Foreign Exchange Administration Rules, the RMB is freely convertible into other currencies for routine current account items, including distribution of dividends, payment of interest, trade and service-related foreign exchange transactions. The conversion of RMB into other currencies for most capital account items, such as direct equity investment, overseas loan, and repatriation of investment, however, is still regulated. Payments for transactions that take place within the PRC must be made in RMB. Unless otherwise approved, PRC companies may repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by the SAFE or its local office. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaging in settlement and sale of foreign exchange pursuant to relevant rules and regulations of the State. For foreign exchange proceeds under the capital accounts, approval from the SAFE is required for its retention or sale to a financial institution engaging in settlement and sale of foreign exchange, except where such approval is not required under the relevant rules and regulations of the PRC.

Pursuant to the Notice of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, or the SAFE Notice No. 59, as promulgated by SAFE on November 19, 2012 and further amended on May 4, 2015 and October 10, 2018, approval is not required for the opening of an account entry in foreign exchange accounts under direct investment, for domestic transfer of the foreign exchange under direct investment. SAFE Notice No. 59 also simplified the capital verification and confirmation formalities for foreign invested entities and the foreign capital and foreign exchange registration formalities required for the foreign investors to acquire the equities of a Chinese party, and further improve the administration on exchange settlement of foreign exchange capital of foreign invested entities.

On February 13, 2015, SAFE promulgated the Notice on Simplifying and Improving the Foreign Currency Management Policy on Direct Investment, effective June 1, 2015, which canceled the administrative approvals of foreign exchange registration of direct domestic investment and direct overseas investment. In addition, it simplified the procedure of registration of foreign exchange and investors shall register with banks for direct domestic investment and direct overseas investment.

The Notice of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or the SAFE Notice No. 19, was promulgated on March 30, 2015 and became effective on June 1, 2015. According to the SAFE Notice No. 19, a foreign-invested enterprise may, in

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response to its actual business needs, settles with a bank the portion of the foreign exchange capital in its capital account for which the relevant foreign exchange bureau has confirmed monetary contribution rights and interests (or for which the bank has registered the account-crediting of monetary contribution). For the time being, foreign-invested enterprises are allowed to settle 100% of their foreign exchange capitals on a discretionary basis; a foreign-invested enterprise shall truthfully use its capital for its own operational purposes within the scope of business; where an ordinary foreign-invested enterprise makes domestic equity investment with the amount of foreign exchanges settled, the invested enterprise shall first go through domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign exchange bureau (bank) at the place of registration.

The Notice of the SAFE on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or the SAFE Notice No. 16, was promulgated and became effective on June 9, 2016. According to the SAFE Notice No. 16, enterprises registered in PRC may also convert their foreign debts from foreign currency into RMB on self-discretionary basis. The SAFE Notice No. 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on self-discretionary basis, which applies to all enterprises registered in the PRC. The SAFE Notice No. 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope and may not be used for investment in securities or other investment with the exception of bank financial products that can guarantee the principal within PRC unless otherwise specifically provided. Besides, the converted RMB shall not be used to make loans for related enterprises unless it is within the business scope or to build or to purchase any real estate that is not for the enterprise own use with the exception for the real estate enterprises.

On January 26, 2017, SAFE promulgated the Notice on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or the SAFE Notice No. 3, which stipulates several capital control measures with respect to the outbound remittance of profits 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 cover losses in the previous years prior to remittance of profits. Moreover, pursuant to the SAFE Notice No. 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 on Offshore Financing

On July 4, 2014, the SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange for Overseas Investment and Financing and Reverse Investment by Domestic Residents via Special Purpose Vehicles, or Circular 37, which became effective on the same date, and Circular 37 shall prevail over any other inconsistency between itself and relevant regulations promulgated earlier. Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to register with the local SAFE branch before making contribution to a company set up or controlled by the PRC residents outside of the PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or interests, referred to in this circular as a “special purpose vehicle”. Under Circular 37, the term “PRC institutions” refers to entities with legal person status or other economic organizations established within the territory of the PRC. The term “PRC individual residents” includes all PRC citizens (also including PRC citizens abroad) and foreigners who habitually reside in the PRC for economic benefit. A registered special purpose vehicle is required to amend its SAFE registration or file with respect to such vehicle in connection with any change of basic information including PRC individual resident shareholder, name, term of operation, or PRC individual resident’s increase or decrease of capital, transfer or exchange of shares, merger, division or other material changes. In addition, if a non-listed special purpose vehicle grants any equity incentives to directors, supervisors or employees of domestic companies under its direct or indirect control, the relevant PRC individual residents could register with the local SAFE branch before exercising such options. The SAFE simultaneously issued a series of guidance to its local

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branches with respect to the implementation of Circular 37. Under Circular 37, failure to comply with the foreign exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including restrictions on the payment of dividends and other distributions to its offshore parent company and the capital inflow from the offshore entity, and may also subject the relevant PRC residents and onshore company to penalties under the PRC foreign exchange administration regulations.

On February 15, 2012, SAFE issued the Notice of the State Administration of Foreign Exchange on Issues concerning the Foreign Exchange Administration of Domestic Individuals’ Participation in Equity Incentive Plans of Overseas Listed Companies, or the Circular 7, which replaced the Application Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas Publicly-Listed Companies issued by SAFE on March 28, 2007. Under the Circular 7, a PRC entity’s directors, supervisors, senior management officers, other staff or individuals who have an employment or labor relationship with a Chinese entity and are granted stock options by an overseas publicly listed company are required, through a qualified PRC domestic agent which could be a PRC subsidiary of such overseas publicly listed company, to register with SAFE and complete certain other procedures. Such PRC resident participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, purchase and sale of corresponding stocks or interests, and fund transfer. The PRC agent shall, among other things, file on behalf of such PRC resident participants an application with SAFE to conduct the SAFE registration with respect to such stock incentive plan and obtain approval for an annual allowance with respect to the purchase of foreign exchange in connection with the exercise or sale of stock options or stock such participants hold. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material aspects. Such participating PRC residents’ foreign exchange income received from the sale of stock and dividends distributed by the overseas publicly-listed company must be fully remitted into a PRC collective foreign currency account opened and managed by the PRC agent before distribution to such participants. We and our PRC resident employees who have been granted stock options or other share-based incentives of our company will be subject to the Circular 7 when our company becomes an overseas listed company upon the completion of this offering. If we or our PRC resident participants fail to comply with these regulations in the future, we and/or our PRC resident participants may be subject to fines and legal sanctions.

Regulations relating to Tax

Enterprise Income Tax

On March 16, 2007, the NPC promulgated the Law of the PRC on Enterprise Income Tax which was amended on February 24, 2017 and December 29, 2018, and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax, or collectively, the EIT Law. The EIT Law came into effect on January 1, 2008. According to the EIT Law, taxpayers consist of resident enterprises and non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but whose actual or de facto control is administered from within the PRC. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose actual administration 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 applicable. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment institutions 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, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced from inside the PRC. Enterprises that are recognized as high and new technology enterprises in accordance with the Notice of the Ministry of Science, the Ministry of Finance and the State Administration of Taxation on Amending and Issuing the Administrative Measures for the

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Determination of High and New Tech Enterprises are entitled to enjoy the preferential enterprise income tax rate of 15%. The validity period of the high and new technology enterprise qualification shall be three years from the date of issuance of the certificate of high and new technology enterprise. The enterprise can re-apply for such recognition as a high and new technology enterprise before or after the previous certificate expires.

The Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies promulgated by the SAT on April 22, 2009 and amended on January 29, 2014 sets out the standards and procedures for determining whether the “de facto management body” of an enterprise registered outside of the PRC and controlled by PRC enterprises or PRC enterprise groups is located within the PRC.

Value Added Tax

The Provisional Regulations of the PRC on Value-added Tax (2017 Revision) were promulgated by the State Council on November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (2011 Revision) were promulgated by the Ministry of Finance and the SAT on December 15, 2008, which were subsequently amended on October 28, 2011 and came into effect on November 1, 2011, or collectively, the VAT Law. According to the VAT Law, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, and the importation of goods within the territory of the PRC must pay value-added tax. For general VAT taxpayers selling services or intangible assets other than those specifically listed in the VAT Law, the value-added tax rate is 6%.

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 who 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.

In addition, the EIT Law provides that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises”, and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within the PRC. Such income tax on the dividends may be reduced pursuant to a tax treaty between China and the jurisdictions in which the non-PRC shareholders reside. Pursuant to the 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 Tax on Income, 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 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% upon receiving approval from the in-charge tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or Notice No. 81, issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.

According to the Circular on Several Questions regarding the “Beneficial Owner” in Tax Treaties, which was issued on February 3, 2018 by the SAT and took effect on April 1, 2018, when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interest or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50%

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of his or her income in 12 months to residents in a 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 grants 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. This circular further provides that applicants who intend to prove his or her status as the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements.

Regulations Relating to Dividend Distribution

The principal regulations governing distribution of dividends of foreign-invested enterprises include (i) the Company Law, promulgated by the SCNPC on December 29, 1993, and as amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013 and October 26, 2018, respectively, (ii) the Foreign-invested Enterprise Law, promulgated by the SCNPC on April 12, 1986, and as amended on October 31, 2000 and September 3, 2016, respectively, and (iii) the Implementation Rules of the Foreign-invested Enterprise Law approved by the State Council on October 28, 1990, and as amended on April 12, 2001, and February 19, 2014, respectively.

Under these laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign-invested enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends. A foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds. A Chinese company (including the foreign-invested enterprise) is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations Relating to Merger and Acquisition and Overseas Listing

On August 8, 2006, six PRC regulatory agencies, namely the MOFCOM, the State Assets Supervision and Administration Commission, the State Administration of Taxation, the SAIC, the China Securities Regulatory Commission, or the CSRC, and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rule, which became effective on September 8, 2006. This New M&A Rule, as amended on June 22, 2009, purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings.

The New M&A Rule also established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC domestic enterprise.

Regulation relating to Employment and Social Welfare

Labor Protection

The main PRC employment laws and regulations include the Labor Law of the PRC, as revised on December 29, 2018, the Labor Contract Law of the PRC, or the Labor Contract Law and the Implementing Regulations of the Employment Contract Law of the PRC.

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The Labor Contract Law was promulgated on June 29, 2007, revised on December 28, 2012, and came into force on July 1, 2013. This law governs the establishment of employment relationships between employers and employees, and the execution, performance, termination of, and the amendment to, employment contracts. The Labor Contract Law is primarily aimed at regulating employee/employer rights and obligations, including matters with respect to the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or institutions and the laborers. Enterprises and institutions are forbidden to force laborers to work beyond the time limit and employers shall pay laborers for overtime work in accordance with national regulations. In addition, labor wages shall not be lower than local standards on minimum wages and shall be paid to laborers in a timely manner. In addition, according to the Labor Contract Law: (i) employees must adhere to regulations in the labor contracts concerning commercial confidentiality and non-competition; (ii) employees may terminate their employment contracts with their employers if their employers fail to make social insurance contributions in accordance with the law; and (iii) enterprises and institutions shall establish and improve their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety, educate laborers in labor safety and sanitation in the PRC.

The Labor Contract Law imposes more stringent requirements on labor dispatch. According to the Labor Contract Law, (i) it is strongly emphasized that dispatched contract workers shall be entitled to equal pay for equal work as an employee of an employer; (ii) dispatched contract workers may only be engaged to perform temporary, auxiliary or substitute works; and (iii) an employer shall strictly control the number of dispatched contract workers so that they do not exceed certain percentage of total number of employees and the specific percentage shall be prescribed by the Ministry of Human Resources and Social Security. Under the law, “temporary work” means a position with a term of less than six months; “auxiliary work” means a non-core business position that provides services for the core business of the employer; and “substitute work” means a position that can be temporarily replaced with a dispatched contract worker for the period that a regular employee is away from work for vacation, study or other reasons. According to the Interim Provisions on Labor Dispatch promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, (i) the number of dispatched contract workers hired by an employer should not exceed 10% of the total number of its employees (including both directly hired employees and dispatched contract workers); and (ii) in the case that the number of dispatched contract workers exceeds 10% of the total number of its employees at the time when the Interim Provisions on Labor Dispatch became effective, the employer must formulate a plan to reduce the number of its dispatched contract workers to comply with the aforesaid cap requirement prior to March 1, 2016. In addition, such plan shall be filed with the local administrative authority of human resources and social security. Nevertheless, the Interim Provisions on Labor Dispatch do not invalidate the labor contracts and dispatch agreements entered into prior to December 28, 2012 and such labor contracts and dispatch agreements may continue to be performed until their respective dates of expiration. The employer may also not hire any new dispatched contract worker before the number of its dispatched contract workers is reduced to below 10% of the total number of its employees. In case of violation, the labor administrative department shall order rectification within a specified period of time; if the situation is not rectified within the specified period, a fine from RMB5,000 to RMB10,000 for each person shall be imposed, and the staffing company’s business license shall be revoked. If a placed worker suffers any harm or loss caused by the receiving entity, the staffing company and the receiving entity shall be jointly and severally liable for damages.

Social Insurance and Housing Fund

As required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended in 2010, the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Basic Old-Aged Pension Insurance of the State Council issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, the Unemployment Insurance Measures promulgated on January 22, 1999 and the Social Insurance Law of the PRC

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implemented on July 1, 2011 and revised on December 29, 2018, enterprises are obliged to provide their employees in the PRC with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance. These payments are made to local administrative authorities and any employer that fails to contribute may be fined and ordered to make up within a prescribed time limit.

In accordance with the Regulations on the Management of Housing Funds which was promulgated by the State Council in 1999 and amended in 2002, enterprises must register at the competent managing center for housing funds and upon the examination by such managing centers of housing funds, these enterprises shall complete procedures for opening an account at the relevant bank for the deposit of employees’ housing funds. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner, and any employer that fails to open such bank account or contribute any housing funds may be fined and ordered to make up within a prescribed time limit.

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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	Age		Position/Title
Guangjie Jin		46	Founder, chairman of the board of directors and chief executive officer
Gang Xie		46	Director, chief technology officer
Zhaochun Zheng		35	Director, chief operating officer
Youyang Li		43	Director
Wing Cheung Ryan Law		44	Director
Lin Lin		46	Director
Qiong Hong		37	Director
Kaiyu Yao		45	Director
Bing Xiao		50	Director
Chen Chen		39	Independent director appointee*
Lin Zhou		60	Independent director appointee*
Jackie Qiang You		45	Chief Financial Officer
Zhichen (Frank) Sun		36	Financial Director

* Mr. Chen Chen and Mr. Lin Zhou have accepted appointment 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. Guangjie Jin is our founder, chairman of our board of directors and chief executive officer since our inception in 2012. Mr. Jin is a pioneer in applying innovative mobile internet technology to revolutionize traditional apartment rental. He has years of experience in enterprise management, computer science and law. Prior to founding our company, Mr. Jin was the chairman of the board of Shanghai Jindu Information Technology from January 2010 to May 2012. From December 1999 to December 2009, Mr. Jin worked in two PRC law firms. From July 1994 to November 1999, Mr. Jin was a policeman of Shanghai Public Security Bureau. Mr. Jin is a deputy to the National People’s Congress of Jiading District, Shanghai, a vice president of Shanghai Jiading District committee of China Association for Science and Technology, a vice chairman of the standing committee of Xuhui District Youth Federation and a member of Shanghai Youth Federation. Mr. Jin received his master’s degree in law in 2009 from Shanghai Jiaotong University and bachelor’s degree in engineering in 1997 from Tongji University.

Mr. Gang Xie is our director and chief technology officer since our inception in 2012. Mr. Xie is also a director of Shanghai Liangzhouban Decoration Co., Ltd. and Shanghai Ziniu Property Management Co., Ltd. Prior to joining our company, he was a platform research and development manager of Shanghai Koss Software Co., Ltd from August 2008 to December 2011. From December 2007 to June 2008, he was a project manager at the mobile phone division of Ping An Insurance (Group) Corporation of China. From February 2005 to November 2007, he was a senior manager and technology director of Handlink Ltd. From September 2000 to January 2005, he was a system architect and project manager of Shanghai Insk Computer Co., Ltd. From August 1995 to August 2000, he was an engineer and project leader of Shanghai Electronic Technology Co., Ltd. Mr. Xie received his bachelor’s degree in engineering in 1995 from Shanghai University of Science and Technology.

Mr. Zhaochun Zheng is our director and chief operating officer since our inception in 2012. Prior to joining our company, he was an operation director at Shanghai Jindu Information Technology Co., Ltd from January 2011 to December 2012. He was a marketing director of a PRC law firm from January 2009 to December 2010. He studied video advertising at Shanghai Donghai Vocational and Technical College from 2002 to 2005. He also studied at Fudan University from 2006 to 2008.

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Mr. Youyang Li is our director since 2015. Mr. Li is also a founder and partner of Newsion Venture Capital since 2011. From 2009 to 2011, Mr. Li was the general manager of the e-commerce division at Yonyou Software. Mr. Li founded Hengju Network and worked as its general manager from 2004 to 2009. Mr. Li received his master’s degree in business administration from Shanghai Jiao Tong University in 2013 and his bachelor of science degree in information system management from McGill University in 2003.

Mr. Wing Cheung Ryan Law is our director since 2017. Mr. Law is currently a managing director of Morgan Stanley focusing on the private equity transactions in China. He also serves as directors at Showyu, Noah Education and Renfang. Mr. Law worked at Mount Kellett Capital and founded GCL Capital. Mr. Law received his bachelor’s degree in economics from the University of Chicago in 1998.

Mr. Lin Lin is our director since 2018. Mr. Lin currently also serves as the managing partner of Crescent Point. From 2005 to 2018, Mr. Lin was a director at the China Investment Banking Division of Credit Suisse. Prior to that, Mr. Lin was an associate at the Investment Banking Division of Morgan Stanley from 2000 to 2004 and a senior associate at Ernst & Young from 1995 to 1998. Mr. Lin received his bachelor’s degree in accounting from Illinois State University in 1995 and his master’s degree in business administration from the University of Chicago in 1999.

Ms. Qiong Hong is our director since our inception in 2012. Prior to joining our company, Ms. Hong was a HR manager at a PRC law firm from September 2004 to August 2012. Ms. Hong was a store manager of Shanghai Baleno Clothing Co., Ltd. from April 2001 to April 2004. Ms. Hong was major in economic management at Nanjing Political College from September 2005 to June 2008.

Ms. Kaiyu Yao is our director since our inception in 2012. Prior to joining our company, Ms. Yao was an administration manager in a PRC law firm, from February 2006 to October 2012. Ms. Yao was a marketing manager at Shanghai Johnson Diversey Ltd. from October 2002 to January 2006. Prior to that, Ms. Yao was an assistant to the managing director of Greater China at DiverseyLever Hygiene Ltd. from October 1998 to September 2002 and an assistant to the general manager at Wall’s (China) Co., Ltd. from March 1996 to September 1998. Ms. Yao received her bachelor’s degree in industrial foreign trade from Shanghai University in 1996.

Mr. Bing Xiao is our director since 2015. Mr. Xiao is also the president of Shenzhen Dachen Caizhi Fortune Venture Capital. From 1995 to 2002, Mr. Xiao was a vice general manager at China Travel Service (Holdings) Hong Kong Limited. From 1990 to 1992, Mr. Xiao worked at the industrial division of the planning committee of Hunan Province. Mr. Xiao received his master’s degree in finance from Jinan University in 1995 and his bachelor’s degree in planning from Renmin University of China in 1990.

Mr. Chen Chen will serve as our independent director commencing from the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Chen has served as chief financial officer of Yunji Inc. since May 2018. Mr. Chen has more than 16 years of comprehensive experience in audit and consulting services. Prior to joining Yunji, Mr. Chen was a partner at Deloitte, and had been working in Deloitte since July 2002. Mr. Chen is a member of the Association of International Certified Professional Accountants (AICPA) and China Institute of Certified Public Accountants (CICPA). Mr. Chen received his bachelor’s degree from Shanghai Jiao Tong University in 2002.

Mr. Lin Zhou will serve as our independent director commencing from the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Zhou is the university chair professor of Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University since August 2018. Prior to that, Mr. Zhou served as the dean and professor of Antai College of Economics and Management of Shanghai Jiao Tong University from April 2010 to July 2018, a founding deputy director and professor of Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University from September 2008 to April 2010, a WP Carey professor of economics of WP Carey School of Business of Arizona State University

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from September 2001 to August 2010, an associate professor of department of economics of Duke University from September 1996 to August 2001, and an assistant/associate professor of department of economics of Yale University from September 1989 to August 1996. Mr. Zhou received his PhD in economics from Princeton University in June 1989 and his bachelor’s degree in mathematics from Fudan University in August 1982.

Ms. Jackie Qiang You is our chief financial officer since July 2019. Prior to joining our company, she was the founder and chief executive officer of Yideyuehui Consulting (Beijing) Co., LTD. from 2014 to 2019 and the founder and chief executive officer of Caimai Network Technology Consulting (Beijing) Co., Ltd. from 2017 to 2019. She has years of experience in financial management. Before founding her own companies, she served as a chief financial officer of ChinaCache International Holdings, LTD. (formerly, Nasdaq: CCIH) from 2011 to 2013. From 2009 to 2011, she was a chief financial officer of China Information Technology, Inc. (Nasdaq: CNIT). From 2007 to 2008, she was the head of China investments division of JLF Asset Management. From 2006 to 2007, she was a chief financial officer of Diguang International Development, LTD. From 2004 to 2006, she was a portfolio manager of Sand Hill Advisors. From 2000 to 2004, she was an investment officer of Northern Trust Bank. From 1996 to 1998, she was a marketing officer of Bank of America. She received her bachelor’s degree in economics from Shanghai International Studies University in 1996 and master’s degree in business administration from Arizona State University in 2000. She is a CFA charter holder.

Mr. Zhichen (Frank) Sun is our financial director since April 2017. Prior to joining our company, Mr. Sun was an audit senior manager of Ernst & Young LLP, Shanghai office from January 2016 to April 2017. From January 2011 to December 2015, he was an audit manager of Deloitte LLP, Calgary office. From July 2005 to December 2010, he was successively a senior auditor and an audit manager of Deloitte Touche Tohmatsu Certified Public Accountants LLP, Shanghai office. Mr. Sun received his bachelor’s degree in Japanese language and literature from Shanghai International Studies University in 2005. Mr. Sun holds CPA designations in China and Canada.

Board of Directors

Our board of directors will consist of eleven (11) directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract or arrangement 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, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a general notice and (b) 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 the 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 the 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 will adopt 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 Chen Chen and Lin Zhou. Chen Chen will be the chairman of our audit committee. We have determined that Chen Chen and Lin Zhou satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the NASDAQ and Rule 10A-3 under the Securities

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Exchange Act of 1934, as amended. We have determined that Chen Chen qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

• 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 Guangjie Jin, Gang Xie and Youyang Li. Guangjie Jin will be the chairman of our compensation committee. 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. 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 Guangjie Jin and Qiong Hong. Guangjie Jin will be the chairman of our nominating and corporate governance committee. 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 nominees for election by the shareholders or appointment by the board;

• 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.

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Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. Our company has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name 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 and extraordinary general 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 register of members.

Terms of Directors and Officers

The number of directors shall not be less than three (3). No person may be nominated for, or appointed as, a director, nor removed from any such appointment as a director, unless such nomination, appointment or removal has been approved by our nominating and corporate governance committee prior to such nomination, appointment or removal.

Generally, (i) any person appointed as a director as of the closing date of this offering shall hold office for a period of three years from the closing date of this offering, or such other term as may be approved in the resolution appointing them; and (ii) any person appointed as a director after the closing date of this offering shall hold office for a period of three years from the date of such appointment, or such other term as may be approved in the resolution appointing them. Each director shall hold office until the expiration of his term, or his resignation, removal or retirement from our board of directors, or his disqualification as a director.

A retiring director shall be eligible for re-election from the date commencing six (6) months prior to the date of expiry of his term of office, and shall continue to act as a director throughout the meeting at which his re-election is considered. Where the retirement of any director would cause the number of directors to fall below the minimum number required pursuant to our post-offering amended and restated articles of association, then such director shall continue to act as a director until the appointment of such additional director(s) as would not result in the director’s retirement causing the number of directors to fall below the minimum number required pursuant to our post-offering amended and restated articles of association, at which time they shall retire.

Subject to our post-offering amended and restated articles of association and the applicable Law, the shareholders may by ordinary resolution elect any person to be a director either to fill a casual vacancy or as an addition to the existing board of directors. In addition, the directors shall have the power from time to time and at any time, by the affirmative vote of a majority of the directors present and voting at a meeting of our board of directors, to appoint any person as a director to fill a casual vacancy on our board of directors or as an addition to the existing board of directors.

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No director shall be required to hold any shares of our company by way of qualification and a director who is not a shareholder shall be entitled to receive notice of and to attend and speak at any general meeting of our company and of all classes of shares of our company.

Subject to any provision to the contrary in our post-offering amended and restated memorandum and articles of association, a director may, at any time before the expiration of his or her period of office (notwithstanding anything in our post-offering amended and restated memorandum and articles of association or in any agreement between our company and such director (but without prejudice to any claim for damages under any such agreement)) be removed by way of either (a) a special resolution of the shareholders; or (b) the affirmative vote of two-thirds of the other directors present and voting at a board meeting; or (c) a resolution in writing (which complies with the requirements of the provisos contained in article 119 of our post-offering amended and restated memorandum and articles of association) signed by all the directors other than the director being removed.

The office of a director shall be vacated if the director (a) resigns his or her office by notice delivered to our company at the office or tendered at a meeting of our board of directors, or (b) becomes of unsound mind or dies, or (c) without special leave of absence from our board of directors, is absent from meetings of our board of directors for three (3) consecutive times, unless our board of directors resolves that his or her office not be vacated, or (d) becomes bankrupt or has a receiving order made against him or her or suspends payment or compounds with his or her creditors, or (e) is prohibited by law from being a director, or (f) ceases to be a director by virtue of any provision of the statutes or is removed from office pursuant to our post-offering amended and restated memorandum and articles of association, or (g) for any director that is not an independent director, without special leave of absence from our board of directors, is absent from more than fifty per cent. (50%) of our weekly management meetings in any financial year, unless our board of directors resolves that his or her office not be vacated; or (h) for any director that is not an independent director, without special leave of absence from our board of directors, is present at the premises of our company, or any of our subsidiaries, for less than 60 business days in any financial year, unless our board of directors resolves that his or her office not be vacated.

Each director shall use his or her best efforts to attend all meetings of our board of directors. Any director may at any time appoint another director to be his or her alternate director. Any such appointment shall be in respect of a specific meeting of directors only and such appointment shall automatically cease upon termination of such meeting. An alternate director may also be removed as an alternate director at any time by the director who appoints him or her.

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, at any time, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. If the executive officer otherwise fails to perform agreed duties, we may terminate employment upon 30-day advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time upon mutual agreement or 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 upon our request.

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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 two years following the last date of employment. Specifically, each executive officer has agreed not to (i) engage directly or indirectly in any business, including his or her own business, related to the development, operation or sales of any same or similar technologies or products, whether as employee, consultant or otherwise; (ii) approach directly or indirectly our clients or customers for the purpose of doing business of the same or a similar nature to our business with such persons or entities that will harm our business relationships with these persons or entities or for purposes of making such persons or entities limit or terminate their business relationship with us; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us.

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we may 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 FY 2018, we paid an aggregate of approximately RMB1.8 million (US$0.3 million) in cash to our directors and executive officers. Except as disclosed in this prospectus, 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 subsidiary and our variable interest entity 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.

Stock Options A and Stock Options B

Yijia Inc., a company controlled by Mr. Guangjie Jin, holds shares underlying our share-based awards for persons who contribute to the success of our operations. As of the date of this prospectus, we issued 70.0 million ordinary shares, including 43.1 million Class A ordinary shares and 26.9 million Class B ordinary shares to Yijia Inc., covering the options we granted in 2014, 2016 and 2017, 1.4 million of which were forfeited in 2019.

Stock Options A

In August 2014, April 2016 and October 2016, we granted an aggregate number of 26.9 million share options to certain of our management, employees and non-employees (“Stock Options A”), 1.0 million of which were forfeited in 2019. The remaining Stock Options A are exercisable into 25.9 million Class B ordinary shares. The exercise price of Stock Options A is RMB2.0 per ordinary share. Stock Options A vest 50% on the first and second calendar year after the year of our initial public offering. All grantees of Stock Options A are restricted from transferring more than 25% of their total converted ordinary shares each year after the exercise date.

Stock Options B

In July 2017, we granted 43.1 million share options to our management and employees (“Stock Options B”), 0.4 million of which were forfeited in 2019. The remaining Stock Options B are exercisable into 42.7 million Class A ordinary shares. The exercise price of Stock Options B is RMB2.0 per ordinary shares. Stock Options B vested immediately upon the grant date. All grantees of Stock Options B are restricted from transferring their converted ordinary shares after certain periods subsequent to the date of our initial public offering. If the grantee of Stock Options B resigned from our company before our initial public offering or before the restricted period lapses, we have the right to repurchase the Stock Options B or ordinary shares at RMB2.0 per Stock Option B or ordinary share.

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The following table summarizes, as of the date of this prospectus, the outstanding Stock Options A and Stock Options B granted to our directors, officers and other grantees.

Name	Ordinary Shares Underlying the Award Granted		Exercise Price (per share)		Date of Grant		Date of Expiration
Guangjie Jin		16,000,000		RMB2.0		August 31, 2014		August 30, 2024
		19,870,000		RMB2.0		July 31, 2017		December 31, 2025
Gang Xie		*		RMB2.0		August 31, 2014		August 30, 2024
Zhaochun Zheng		*		RMB2.0		August 31, 2014		August 30, 2024
Youyang Li		*		RMB2.0		August 31, 2014		August 30, 2024
Qiong Hong		*		RMB2.0		July 31, 2017		December 31, 2025
Kaiyu Yao		*		RMB2.0		July 31, 2017		December 31, 2025
Zhichen (Frank) Sun		*		RMB2.0		July 31, 2017		December 31, 2025
Other		9,330,000		RMB2.0		from August 31, 2014 to July 31, 2017		from August 30, 2024 to December 31, 2025
Total		68,600,000

* Less than 1% of our total outstanding shares.

2019 Share Incentive Plan

In September 2019, our board of directors approved our 2019 share incentive plan, or the 2019 Plan, to provide incentives to employees, officers, directors and consultants and promote the success of our business. The maximum number of shares that may be issued under the 2019 Plan shall be determined by at least two-thirds of votes cast by directors in a duly constituted meeting (which, for this purpose, shall include all independent directors to be quorate), including affirmative votes from all independent directors. We have not granted as of the date of this prospectus, and will not grant on or before 270th day from the consummation of this offering, any awards under the 2019 Plan.

The following paragraphs describe the principal terms of the our share incentive plan:

Plan Administration. Our board of directors or a committee of one or more members of our board of directors (the “Committee”) will administer the 2019 Plan. The Committee will determine the participants to receive awards, the nature and the amount of each award to be granted to each participant, and the terms and conditions of each award grant.

Type of Awards. The 2019 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards that the Committee decides.

Award Agreement. Awards granted under the 2019 Plan 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 employees, consultants, and directors, as determined by the Committee.

Vesting Schedule. In general, the Committee determines the vesting schedule, which is specified in the relevant award agreement. Unless otherwise specified in the 2019 Plan, the term of any award granted under the 2019 Plan shall not exceed ten years.

Exercise of Options. Subject to any specific designation in the 2019 Plan, the Committee determines the exercise price for each award, which is stated in the relevant award agreement. Unless otherwise specified in the 2019 Plan, the maximum exercisable term of options is ten years from the date of a grant.

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Transfer Restrictions. Awards may not be transferred in any manner by the recipient except as otherwise provided in the 2019 Plan, by applicable law and by relevant award agreement.

Termination and Amendment. Unless terminated earlier, the 2019 Plan has a term of ten years. Subject to any specific designation in the 2019 Plan, our board of directors has the authority to amend or terminate the 2019 Plan; provided, however, that any amendment or modification of the maximum number of shares that may be issued under the 2019 Plan shall be determined by at least two-thirds of votes cast by directors in a duly constituted meeting (which, for this purpose, shall include all independent directors to be quorate), including affirmative votes from all independent directors. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient, unless otherwise specified in the 2019 Plan.

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PRINCIPAL 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; and

• each of our principal shareholders who beneficially own more than 5% of our total outstanding ordinary shares.

The total number of shares outstanding prior to this offering is 1,342,860,850 on an as-converted basis, including (i) 120,121,410 Class A ordinary shares, (ii) 310,329,080 Class B ordinary shares and (iii) 912,410,360 Class A ordinary shares that are issuable upon conversion of our preferred shares on a one-for-one basis. The total number of shares outstanding immediately after the completion of this offering is                 , assuming the underwriters do not exercise their over-allotment option, including (i)            Class A ordinary shares and (ii)         Class B ordinary shares, assuming the initial public offering price is US$        per ADS, the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus.

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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 Prior to This Offering																		Ordinary Shares Beneficially Owned Immediately After This Offering
	Class A Ordinary Shares					Class B Ordinary Shares					Total ordinary shares on an as-converted basis					Aggregate voting power***			Class A Ordinary Shares	Class B Ordinary Shares	Total ordinary shares on an as-converted basis	Aggregate voting power***
	Number		%			Number		%			Number		%			%
Directors and Executive Officers**:
Guangjie Jin(1)		94,559,655		9.2	%		310,329,080		100.0	%		404,888,735		30.3	%		97.1	%
Gang Xie		—		—			—		—			—		—			—
Zhaochun Zheng		—		—			—		—			—		—			—
Youyang Li(5)		125,361,929		12.1	%		—		—			125,361,929		9.3	%		0.4	%
Wing Cheung Ryan Law		—		—			—		—			—		—			—
Lin Lin		—		—			—		—			—		—			—
Qiong Hong		*		*			—		—			*		*			*
Kaiyu Yao		*		*			—		—			*		*			*
Bing Xiao		—		—			—		—			—		—			—
Chen Chen****		—		—			—		—			—		—			—
Lin Zhou****		—		—			—		—			—		—			—
Jackie Qiang You		—		—			—		—			—		—			—
Zhichen (Frank) Sun		*		*			—		—			*		*			*
All Directors and Executive Officers as a Group		219,921,584		21.3	%		310,329,080		100.0	%		530,250,664		39.5	%		97.5	%
Principal Shareholders:		—		—			—		—			—		—			—
Bill.Com Inc.(2)		—		—			190,329,080		61.3	%		190,329,080		14.2	%		59.4	%
Yijia Inc.(3)		94,559,655		9.2	%		120,000,000		38.7	%		214,559,655		16.0	%		37.7	%
Crescent Capital Investments Ltd. and its affiliated entities(4)		376,860,850		36.5	%		—		—			376,860,850		28.1	%		1.2	%
Newsion One Inc. and Newsion Two Inc.(5)		125,361,929		12.1	%		—		—			125,361,929		9.3	%		0.4	%
SAIF IV Consumer (BVI) Limited(6)		120,000,000		11.6	%		—		—			120,000,000		8.9	%		0.4	%
North Haven Private Equity Asia Harbor Company Limited(7)		120,000,000		11.6	%		—		—			120,000,000		8.9	%		0.4	%
Youzhen Inc.(8)		71,017,386		6.9	%		—		—			71,017,386		5.3	%		0.2	%

* Less than 1% of our total outstanding shares.

** Except as indicated otherwise below, the business address of our directors and executive officers is Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, 200032, 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 and on an as-converted basis. Each Class A ordinary shares is entitled to one vote per share. Prior to this offering, each Class B ordinary shares is entitled to 100 votes per share. Pursuant to our post-offering amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering, each Class B ordinary share will be entitled to ten (10) 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.

**** Mr. Chen Chen and Mr. Lin Zhou have accepted appointment 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.

(1) Represents (i) 190,329,080 Class B ordinary shares held by Bill.Com Inc. (see note (2) below); and (ii) 94,559,655 Class A ordinary shares and 120,000,000 Class B ordinary shares held by Yijia Inc. (see note (3) below), including 19,870,000 Class A ordinary shares that Mr. Jin has the right to acquire upon the exercise of his Stock Options B within 60 days after the date of this prospectus.

(2) Represents 190,329,080 Class B ordinary shares held by Bill.Com Inc., a British Virgin Islands company. Guangjie Jin is the sole shareholder of Bill.Com Inc.

(3) Represents 94,559,655 Class A ordinary shares and 120,000,000 Class B ordinary shares held by Yijia Inc., a British Virgin Islands company. Yijia Inc. is wholly owned by Shanghai Yijia Investment Consultation Co. Ltd., a PRC company. 90% of all the issued and outstanding shares of Shanghai Yijia Investment Consultation Co. Ltd. are owned by Shanghai Yijia Chuangye Investment Center LLP, a PRC limited liability

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partnership whose general partner is Shanghai Jinglan Enterprise Management Consultation Co., Ltd. Mr. Guangjie Jin is the general partner of Shanghai Yijia Chuangye Investment Center LLP.

(4) Represents (i) 103,500,000 series C-1 preferred shares and 176,869,198 series C-2 preferred shares held by CP QK Singapore Pte Ltd., a Singapore company and (ii) 96,491,652 series C-2 preferred shares held by Innovative Housing Solutions Pte. Ltd, a Singapore company. Both CP QK Singapore Pte Ltd. and Innovative Housing Solutions Pte. Ltd are beneficially owned by Crescent Capital Investments Ltd. All of these shares will be automatically converted into and re-designated as Class A ordinary shares immediately prior to the completion of this offering.

(5) Represents (i) 76,471,510 series A-1 preferred shares held by Newsion One Inc., a British Virgin Islands company, and (ii) 14,761,755 Class A ordinary shares and 34,128,664 series A-1 preferred shares held by Newsion Two Inc., a British Virgin Islands company. Newsion One Inc. and Newsion Two Inc. are wholly owned by Youyang Li. All of these series A-1 preferred shares will be automatically converted into and re-designated as Class A ordinary shares immediately prior to the completion of this offering.

(6) Represents 120,000,000 series B preferred shares held by SAIF IV Consumer (BVI) Limited, a British Virgin Islands company. SAIF IV Consumer (BVI) Limited is wholly owned by SAIF Partners IV L.P. which is registered in Cayman Islands. The general partner of SAIF Partners IV L.P. is SAIF IV GP, L.P. The general partner of SAIF IV GP, L.P. is SAIF IV GP Capital Ltd. Andrew Y. Yan is the sole shareholder of SAIF IV GP Capital Ltd. All of these shares will be automatically converted into and re-designated as Class A ordinary shares immediately prior to the completion of this offering.

(7) Represents 120,000,000 series C preferred shares held by North Haven Private Equity Asia Harbor Company Limited, a Cayman Islands company, which is ultimately controlled by Morgan Stanley, a Delaware company listed on New York Stock Exchange. All of these shares will be automatically converted into and re-designated as Class A ordinary shares immediately prior to the completion of this offering.

(8) Represents 31,017,386 series A-1 preferred shares and 40,000,000 series B preferred shares held by Youzhen Inc., a British Virgin Islands company. Youzhen Inc. is wholly owned by Shanghai Youzhen Investment Consultation Co., Ltd., a PRC company. Shanghai Youzhen Investment Management Center LLP hold 90% of the issued and outstanding shares of Shanghai Youzhen Investment Consultation Co., Ltd. The general partners of Shanghai Youzhen Investment Management Center LLP are Guiying Song (who is also the executive partner), Wanping Xie and Wen Shi. All of these shares will be automatically converted into and re-designated as Class A ordinary shares immediately prior to the completion of this offering.

As of the date of this prospectus, none of our ordinary shares or preferred shares are held by record holder in the United States. 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 the VIE and its Shareholders

PRC laws and regulations currently restrict foreign ownership and investment in value added telecommunications services in China. As a result, we currently conduct our value-added telecommunication services business through Q&K E-Commerce, our variable interest entity, based on a series of contractual arrangements. For a description of these contractual arrangements, see “Corporate History and Structure—Contractual Arrangements with the VIE and its Shareholders.”

Shareholders Agreement

See “Description of Share Capital—History of Securities Issuances—Shareholders Agreement.”

Employment Agreements and Indemnification Agreements

See “Management—Employment Agreements and Indemnification Agreements.”

Share Incentive Plans

See “Management—Stock Options A and Stock Options B” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, Judgments and Estimates—Share-Based Compensation.”

Transactions with Shanghai Xulong Trading Co., Ltd. (“Shanghai Xulong”)

Shanghai Xulong is an entity formerly controlled by the parents of Mr. Guangjie Jin, our founder and chief executive officer. We purchased (i) property and equipment of RMB6.0 million, RMB77.7 million (US$11.3 million) and RMB12.2 million (US$1.8 million), (ii) storage and logistic service of RMB6.2 million, RMB14.3 million (US$2.1 million) and RMB4.6 million (US$0.7 million) and (iii) marketing service of nil, RMB8.4 million (US$1.2 million) and RMB9.7 million (US$1.4 million) in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively, from Shanghai Xulong to furnish our rental apartments.

As of September 30, 2017 and 2018, we had RMB4.1 million and RMB31.5 million (US$4.6 million) due to Shanghai Xulong, respectively.

Mr. Jin’s parents disposed all of their equity interest in Shanghai Xulong in April 2019, and Shanghai Xulong has ceased to be our related party.

Transactions with Shanghai Laiguan Property Management Co., Ltd. (“Shanghai Laiguan”)

Shanghai Laiguan is an entity controlled by a member of our management who is not a director or executive officer. We purchased the labor outsourcing service of RMB35.9 million, RMB48.9 million (US$7.1 million) and RMB31.4 million (US$4.6 million) in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively, from Shanghai Laiguan to outsource our apartment management service.

As of September 30, 2017 and 2018 and June 30, 2019, we had nil, RMB1.0 million (US$0.1 million) and RMB1.5 million (US$0.2 million) due from Shanghai Laiguan, respectively.

As of September 30, 2017 and 2018 and June 30, 2019, we had RMB0.2 million, nil and nil due to Shanghai Laiguan, respectively.

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Transactions with Shanghai Qingji Property Management Co., Ltd.

Shanghai Qingji Property Management Co., Ltd. is an entity controlled by a member of our management who is not a director or executive officer. We purchased the labor outsourcing service of nil, RMB19.3 million (US$2.8 million) and RMB31.7 million (US$4.6 million) in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively, from Shanghai Qingji Property Management Co., Ltd. to outsource our apartment management service.

As of June 30, 2019, we had RMB1.3 million (US$0.2 million) due from Shanghai Qingji Property Management Co., Ltd.

Transactions with Shanghai Qingke Robot Technology Company Limited (“Qingke Robot”)

Qingke Robot, currently known as Shanghai Yangsi Robot Technology Company Limited, is formerly an affiliate of Mr. Guangjie Jin, our founder and chief executive officer. We purchased (i) the value-added service of RMB3.3 million, RMB42.4 million (US$6.2 million) and RMB28.3 million (US$4.1 million) and (ii) research and development services of RMB40.4 million, RMB0.2 million (US$22.4 thousand) and nil in FY 2017, FY 2018 and the nine months ended June 30, 2019, respectively, from Qingke Robot.

As of September 30, 2017 and 2018, we had nil and RMB9.0 million (US$1.3 million) due from Qingke Robot, respectively. Such amount mainly represented the advances we paid to Qingke Robot for providing value-added services.

As of September 30, 2017 and 2018, we had RMB20.6 million and nil due to Qingke Robot, respectively.

Mr. Jin disposed all of his equity interest in Qingke Robot in March 2019, and Qingke Robot has ceased to be our related party.

Transactions with Q&K Fashion

Q&K Fashion is an entity controlled by the parents of Mr. Guangjie Jin, our founder and chief executive officer. As of September 30, 2017 and 2018 and June 30, 2019, we had RMB8.0 million, RMB8.0 million (US$1.2 million) and RMB1.0 thousand (US$146) due from Q&K Fashion, respectively. Such amounts represented our loans to Q&K Fashion, which were interest free and payable on demand and were fully repaid in December 2018.

Transactions with Shanghai Yijia Chuangye Investment Center LLP (“Yijia Chuangye”)

Yijia Chuangye is a special purpose entity controlled by Mr. Guangjie Jin, our founder and chief executive officer and is maintained to hold shares as share-based compensation awards to our employees. As of September 30, 2017 and 2018 and June 30, 2019, we had RMB4.4 million, RMB4.4 million (US$0.6 million) and RMB4.4 million (US$0.6 million) due from Yijia Chuangye, respectively. Such amounts represented our loans to Yijia Chuangye, which were interest free and payable on demand. Yijia Chuangye used such amounts to purchase our shares, and the outstanding amounts are expected to be repaid after 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, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised), as amended, of the Cayman Islands, which is referred to as the Companies Law below, and the common law of the Cayman Islands.

As of the date of this prospectus, our authorized share capital was US$50,000 divided into 5,000,000,000 shares, par value of US$0.00001 each, comprising of (a) 2,500,000,000 Class A ordinary shares; (b) 1,000,000,000 Class B ordinary shares; and (c) 1,500,000,000 preferred shares comprising of (i) 255,549,510 series A preferred shares, of which 131,617,560 are designated as series A-1 preferred shares, 40,121,500 are designated as series A-2 preferred shares, and 83,810,450 are designated as series A-3 preferred shares, (ii) 160,000,000 series B preferred shares, (iii) 120,000,000 series C preferred shares, (iv) 103,500,000 series C-1 preferred shares, (v) 273,360,850 series C-2 preferred shares, and (vi) 587,589,640 are undesignated.

As of the date of this prospectus, there were 120,121,410 Class A ordinary shares, 310,329,080 Class B ordinary shares, 131,617,560 series A-1 preferred shares, 40,121,500 series A-2 preferred shares, 83,810,450 series A-3 preferred shares, 160,000,000 series B preferred shares, 120,000,000 series C preferred shares, 103,500,000 series C-1 preferred shares and 273,360,850 series C-2 preferred shares issued and outstanding.

Upon completion of this offering, we will have                 Class A ordinary shares and                 Class B ordinary shares issued and outstanding. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our ordinary shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will be US$        divided into                ordinary shares with a par value of US$0.00001 each, of which                 shall be designated as Class A ordinary shares,                 shall be designated as Class B ordinary shares and                 shall be designated as preferred shares, as our 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 have adopted an amended and restated memorandum and articles of association, which will become effective and replace our current amended and restated memorandum and articles of association in their entirety immediately prior to the completion of this offering. The following are summaries of material provisions of our post-offering memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Objects of Our Company

Under our post-offering memorandum of association, the objects for which our company is established 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

General. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered form and are issued when registered in our register of members. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.

Conversion. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any

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circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our post-offering amended and restated articles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Law.

Voting Rights. Holders of our ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. Except as required by applicable law and subject to the post-offering amended and restated memorandum and articles of association, holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all matters submitted to a vote of the shareholders.

At any general meeting on a poll, every shareholder holding Class A ordinary shares present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative shall have one (1) vote for every fully paid Class A ordinary share of which he is the holder; and every shareholder holding Class B ordinary shares present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative shall have ten (10) votes for every fully paid Class B ordinary share of which he is the holder.

A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case (i) every shareholder holding Class A ordinary shares present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one (1) vote, and (ii) every shareholder holding Class B ordinary shares present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have ten (10) votes, provided that, notwithstanding anything contained in our post-offering amended and restated memorandum and articles of association, where more than one proxy is appointed by a shareholder which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For the purposes of our post-offering amended and restated memorandum and articles of association, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by us to the shareholders; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all shareholders a reasonable opportunity to express their views.

An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the shares cast at a meeting. 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.

Transfer of Ordinary Shares. Subject to the restrictions contained in our post-offering memorandum and articles of association, 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, and without giving any reason therefor, refuse to register a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of

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any share to more than four joint holders or a transfer of any share that is not a fully paid up share 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 ordinary shares;

• the instrument of transfer is properly stamped, if required;

• a fee of such maximum sum as the Nasdaq 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.

If our directors refuse to register a transfer, they shall, within three 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 Nasdaq, be suspended and the register of members 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 of members closed for more than 30 days in any year as our board may determine.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up ordinary share capital, the assets will be distributed so that the losses are borne by our holders of ordinary shares proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares. The Companies Law and our post-offering amended and restated articles of association permit us to purchase our own shares. In accordance with our post-offering amended and restated articles of association and provided the necessary shareholders or board approval have been obtained, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner, including out of capital, as may be determined by our board of directors.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Separate general meetings of the holders of a class or series of shares may be called only by (i) the chairman of our board of directors, or (ii) a majority of our board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series), and nothing in the post-offering amended and restated memorandum and articles of association shall give any shareholder or shareholders the right to call a class or series meeting. The rights conferred upon the holders of the shares of any class issued 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.

General Meetings of Shareholders

A quorum required for a meeting of shareholders consists of one or more shareholders present in person or by proxy representing not less than one-third of all voting power of the company’s share capital in issue.

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(i) A majority of our board of directors, or (ii) the chairman of our board of directors, or (iii) any director, where required to give effect to a requisition received under the post-offering amended and restated memorandum and articles of association, may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

Any one or more shareholders holding at the date of deposit of the requisition not less than two-thirds of the voting power of our share capital in issue carrying the right of voting at general meetings of our company shall at all times have the right, by written requisition to our board of directors or our secretary, to require an extraordinary general meeting to be called by our board of directors for the transaction of any business permitted by the Companies Law or the post-offering amended and restated memorandum and articles of association (subject to the below) as specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit our board of directors fails to proceed to convene such meeting the requisitionist(s) himself or herself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of our board of directors shall be reimbursed to the requisitionist(s) by us.

A meeting requisitioned under the post-offering amended and restated memorandum and articles of association shall not be permitted to consider or vote upon (A) any resolutions with respect to the election, appointment or removal of directors or with respect to the size of our board of directors, unless such proposal is first approved by our nominating and corporate governance committee; or (B) other than a special resolution in respect of the appointment or removal of any director, any special resolution or any matters required to be passed by way of special resolution pursuant to the post-offering amended and restated memorandum and articles of association or the Companies Law. Written notice shall be given not less than ten days before the date of any general meeting.

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 in our post-offering articles of association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See “Where You Can Additional Information.”

Changes in Capital

We 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;

• consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

• sub-divide our existing shares, or any of them into shares of a smaller amount; or

• cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so canceled.

We may by special resolution, subject to any confirmation or consent required by the Companies Law, reduce our share capital or any capital redemption reserve in any manner permitted by law.

Proceedings Of The Directors

Our board of directors may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes, other than

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(i) any removal of any person as a director, or (ii) any appointment or removal of any person as the chairman of our board of directors, or (iii) any removal of any person as chairman or other member of any committee of our board of directors which, in each case, shall be determined by a resolution passed by a majority of not less than two-thirds of votes cast by such directors as, being entitled so to do, vote at a meeting of our board of directors. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote. A meeting of our board of directors may be convened by (i) the chairman of our board of directors, or (ii) a majority of the directors. Our secretary shall convene a meeting of our board of directors whenever so required to do by the chairman of our board of directors or a majority of the directors by notice in writing to each director. A meeting of our board of directors may be called by not less than two (2) clear days’ notice. A meeting of our board of directors may be called by shorter notice if it is so agreed by all the directors entitled to attend and vote at such a meeting. Any notice of a meeting of our board of directors shall (i) specify the time and place of the meeting, and (ii) set out in reasonable detail the nature of the business to be discussed at the meeting. Notice may be given in writing or by telephone or in such other manner as our board of directors may from time to time determine.

A resolution in writing signed by all the directors (other than in the circumstances set out in article 85 in our post-offering amended and restated memorandum and articles of association) except such as are temporarily unable to act due to ill-health or disability shall (provided that (i) the circulation of such resolutions has the prior approval of, and is initiated by, the chairman of our board of directors, (ii) such number of signatories includes the chairman of our board of directors and is sufficient to constitute a quorum, and (iii) further provided that a copy of such resolution has been given or the contents thereof communicated to all the directors for the time being entitled to receive notices of board meetings in the same manner as notices of meetings are required to be given by our post-offering amended and restated memorandum and articles of association) be as valid and effectual as if a resolution had been passed at a meeting of our board of directors duly convened and held.

Exempted Company

We are an exempted company with limited liability incorporated under the Companies Law. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

• an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

• an exempted company’s register of members is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may issue no par value shares;

• an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Upon the completion of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. We currently intend to comply with the Nasdaq rules in lieu of following home country practice. The Nasdaq rules require that

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every company listed on the Nasdaq hold an annual general meeting of shareholders. In addition, our post-offering amended and restated articles of association allow directors to call special meeting of shareholders pursuant to the procedures set forth in our articles.

Differences in Corporate Law

The Companies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements

A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by a special resolution of the members of each constituent company.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

• the statutory provisions as to the required majority vote have been met;

• the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

• the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

When a takeover offer is made and accepted by holders of 90% of the shares, the subject of the offer, within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

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If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits

In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

• a company acts or proposes to act illegally or ultra vires;

• the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

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 permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to 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 intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our post-offering 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.

Anti-Takeover Provisions in the Post-offering Memorandum and Articles of Association

Some provisions of our post-offering amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-offering amended and restated memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under

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similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder 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. Our post-offering amended and restated articles of association provide that shareholders may not 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.

Our post-offering amended and restated articles of association allow our shareholders to requisition a shareholders’ meeting (see above). As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings though we may do so.

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. As permitted under Cayman Islands law, our post-offering amended and restated 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.

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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. Subject to any provision to the contrary in our post-offering amended and restated memorandum and articles of association, a director may, at any time before the expiration of his or her period of office (notwithstanding anything in our post-offering amended and restated memorandum and articles of association or in any agreement between our company and such director (but without prejudice to any claim for damages under any such agreement)) be removed by way of either (a) an ordinary resolution of the shareholders; or (b) the affirmative vote of a majority of the remaining directors present and voting at a board meeting; or (c) a resolution in writing (which complies with the requirements of the provisos contained in article 119 of our post-offering amended and restated memorandum and articles of association) signed by all the directors other than the director being removed.

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 stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its 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 shareholders.

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

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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 only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s 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. As permitted by Cayman Islands law, our post-offering amended and restated memorandum and articles of association may only be amended by a special resolution of 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.

Directors’ Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

History of Securities Issuances

The following is a summary of our securities issuances in the past three years.

Ordinary shares

On April 25, 2017, we re-classified and re-designated 80,000,000 shares of YIJIA INC. into Class B ordinary shares of a nominal or par value of US$0.00001.

On March 16, 2018, we issued an aggregate number of 46,000,000 Class A ordinary shares to YIJIA INC.

Preferred shares

On July 26, 2017, we issued an aggregate number of 120,000,000 series C preferred shares to North Haven Private Equity Asia Harbor Company Limited with a total consideration of US$30.0 million.

On March 16, 2018, we issued an aggregate number of 103,500,000 series C-1 preferred shares to CP QK Singapore Pte Ltd. with a total consideration of US$30.0 million.

On June 3, 2019, we issued an aggregate number of 176,869,198 series C-2 preferred shares to CP QK Singapore Pte Ltd., with a total consideration of US$53.9 million, and an aggregate number of 96,491,652 series C-2 preferred shares to Innovative Housing Solutions Pte. Ltd., with a total consideration of US$29.4 million.

Option Grants

See “Management—Stock Options A and Stock Options B.”

RSU Issuances

In 2017, we issued 15.99 million RSUs to a consulting company, out of which 5.2 million RSUs vested immediately upon grant and the remaining 10.79 million RSUs were re-purchasable by us anytime at our

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discretion with nominal price before certain dates. We determined that RSUs with repurchase rights are not considered issued until the expiration of the repurchase rights. At each of the expiration dates, the corresponding RSUs are considered issued and vested immediately, and a measurement date has been reached. In July 2019, we repurchased 5.19 million RSUs.

Warrant Grants

On July 31, 2017, we granted SHRB a warrant, pursuant to which SHRB is entitled to purchase Class A ordinary shares worth RMB15.0 million (US$2.2 million). This warrant is exercisable until December 31, 2026 but not later than three months prior to our determination of listing application. As of the date of this prospectus, this warrant is expired.

On October 12, 2018, we granted SHRB a warrant, pursuant to which SHRB is entitled to purchase Class A ordinary shares worth RMB5.0 million (US$0.7 million). This warrant is exercisable until December 31, 2026 but not later than three months prior to our determination of listing application. As of the date of this prospectus, this warrant is expired.

Shareholders Agreement

We entered into our third amended and restated shareholders agreement on June 3, 2019 with our shareholders, which consist of the holders of series A preferred shares, series B preferred shares, series C preferred shares, series C-1 preferred shares and series C-2 preferred shares.

The shareholders agreement also provides for certain preferential rights, including right of first refusal, co-sale rights, preemptive rights. Except for the registration rights, all the preferential rights will automatically 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

At any time after the earlier of (i) the fourth anniversary of the closing date of series C-2 preferred share subscription or (ii) six months following the closing of our initial public offering, holder(s) holding at least 10% or more of the issued and outstanding registrable securities (on an as-converted basis) may request in writing that we effect a registration of registrable securities on any internationally recognized exchange that is reasonably acceptable to such requesting holder(s). Registrable securities means (i) our ordinary shares issued or issuable upon conversion of our preferred shares, (ii) our ordinary shares owned or acquired by our preferred shareholder, and (iii) our ordinary shares issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, the shares referenced in (i) and (ii) herein.

Upon receipt of such a request, we shall, subject to certain right of deferral, (x) within ten business days of the receipt of such written request give written notice of the proposed registration to all other holders and (y) as soon as practicable, use our best efforts to cause the registrable securities specified in the request, together with any registrable securities of any holder who requests in writing to join such registration within twenty days after receipt of the such written request, to be registered and/or qualified for sale and distribution in such jurisdiction as the initiating holders may request. We shall be obligated to effect no more than three registrations that have been declared and ordered effective; provided that if the sale of all of the registrable securities sought to be included is not consummated for any reason other than due to the action or inaction of the holders including registrable securities in such registration, such registration shall not be deemed to constitute one of the registration rights granted.

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Form F-3 Registration Rights

If we qualify for registration on Form F-3 or Form S-3 (or any comparable form for registration in a jurisdiction other than the United States), any holder may request us to file, in any jurisdiction in which we have had a registered underwritten public offering, a registration statement on Form F-3 or Form S-3 (or any comparable form for registration in a jurisdiction other than the United States), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the holders of, all of the registrable securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, we shall, subject to certain right of deferral, (i) promptly give written notice of the proposed registration to all other holders and (ii) as soon as practicable, use our best efforts to cause the registrable securities specified in the request, together with any registrable securities of any holder who requests in writing to join such registration within twenty days after our delivery of written notice, to be registered and qualified for sale and distribution in such jurisdiction within sixty days of the receipt of such request. The holders shall be entitled to an unlimited number of registrations.

Piggyback Registration Rights

If we propose to register for our own account any of our equity securities, or for the account of any holder (other than current shareholders) of equity securities any of such holder’s equity securities, we shall promptly give each holder written notice of such registration and, upon the written request of any holder given within fifteen days after delivery of such notice, we shall use our best efforts to include in such registration any registrable securities thereby requested to be registered by such holder. We have no obligation to register any registrable securities in connection with a registration by our company (i) relating solely to the sale of securities to participants in a company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the Laws of another jurisdiction, as applicable). Without limiting the foregoing, the holders shall be entitled to an unlimited number of registrations. If a holder decides not to include all or any of its registrable securities in such registration by our 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 our company, all upon the terms and conditions set forth herein. We shall not grant to any other shareholders any similar rights superior to those of the preferred shareholders, except with the consent of preferred shareholders.

Expenses of Registration

We will bear all registration expenses, other than underwriting discounts and selling commissions, incurred in connection with any demand, F-3 or piggyback registration.

Termination of Obligations

The registration rights set forth above shall terminate on the later of (a) the fifth anniversary after the date of closing of a qualified initial public offering, and (b) with respect to any holder, the date following a qualified initial public offering on which such holder holds less than 1% of our equity securities and all registrable securities may be sold under Rule 144 of the Securities Act in any ninety-day period.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent                      Class A ordinary shares (or a right to receive                      Class A ordinary shares) deposited with The Hongkong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American depositary receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents, see “Where You Can Find Additional Information.”

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

• Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See ”Taxation.” The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

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• Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

• Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

• Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver

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the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the Cayman Islands and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.

Fees and Expenses

Persons depositing or withdrawing shares or ADS holders must pay:	For:
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
US$.05 (or less) per ADS	Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

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US$.05 (or less) per ADS per calendar year	Depositary services
Registration or transfer fees	Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary	Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes	As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing 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 may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to

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pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

• 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

• we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;

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• we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;

• the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;

• we appear to be insolvent or enter insolvency proceedings;

• all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

• there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

• there has been a replacement of deposited securities.

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

• are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;

• are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;

• are not liable if we or it exercises discretion permitted under the deposit agreement;

• are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

• have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

• may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;

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• are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

• the depositary has no duty to make any determination or provide any information as to our tax status. Neither the depositary nor we have any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

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

• compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying Your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:

• when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;

• when you owe money to pay fees, taxes and similar charges; or

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant

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that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury Trial Waiver

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.

You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.

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SHARES ELIGIBLE FOR FUTURE SALES

Upon completion of this offering,                 ADSs will be outstanding, representing approximately     % of our outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. All of the ADSs sold in this offering will be freely transferable by persons other than by our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of ADSs in the public market could adversely affect prevailing market prices of the 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 [NASDAQ Global 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 ADSs.

Lock-up Agreements

We have agreed not to, for a period of 180 days after the date of this prospectus, 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 securities that are substantially similar to our ordinary shares or ADSs, including but not limited to any options or warrants to purchase our ordinary shares, ADSs or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares, ADSs or any such substantially similar securities, subject to certain exceptions, without the prior written consent of the underwriters.

Furthermore, each of our directors, executive officers and existing shareholders 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, ADSs and securities that are substantially similar to our ordinary shares or ADSs. 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 ADSs or ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for ADSs or ordinary shares may dispose of significant numbers of ADSs or ordinary shares in the future. We cannot predict what effect, if any, future sales of ADSs or ordinary shares, or the availability of ADSs or ordinary shares for future sale, will have on the trading price of the ADSs from time to time. Sales of substantial amounts of ADSs or ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of the ADSs.

Rule 144

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 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 outstanding ordinary shares of the same class, in the form of ADSs or otherwise, which immediately after this offering will equal                ordinary shares, assuming the underwriters do not exercise their over-allotment option; or

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• the average weekly trading volume of our 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 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 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 a party to a double tax treaty with the United Kingdom, but otherwise is not a party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the shares of our company 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 the shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.

No stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share of our company.

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 a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. 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. In April 2009, the State Administration of Taxation issued a circular, known as 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” test 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 do not believe that Q&K International Group Limited meets all of the conditions above. Q&K International Group Limited 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. For

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the same reasons, we believe our other entities outside of China are not PRC resident enterprises either. 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.” There can be no assurance that the PRC government will ultimately take a view that is consistent with ours.

However, if the PRC tax authorities determine that Q&K International Group Limited 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. Such 10% tax rate could be reduced by applicable tax treaties or similar arrangements between China and the jurisdiction of our shareholders. For example, for shareholders eligible for the benefits of the tax treaty between China and Hong Kong, the tax rate is reduced to 5% for dividends if relevant conditions are met. 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 Class A 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 Q&K International Group Limited would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that Q&K International Group Limited is treated as a PRC resident enterprise.

Provided that our Cayman Islands holding company, Q&K International Group Limited, is not deemed to be a PRC resident enterprise, holders of our ADSs and Class A 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 Circular 7, 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 transferee would be obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under Circular 7, and we may be required to expend valuable resources to comply with Bulletin 37, or to establish that we should not be taxed under Circular 7 and Bulletin 37. See “Risk Factors—Risks Related to Doing Business in China—We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.”

United States Federal Income Tax Considerations

The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our Class A ordinary shares or ADSs by a U.S. Holder (as defined below).

This summary is based on provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial interpretations thereof, in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.

This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of Class A ordinary shares or ADSs. In particular, this

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summary is directed only to U.S. Holders that hold Class A ordinary shares or ADSs as capital assets and does not address all of the tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, insurance companies, tax exempt entities, partnerships (including any entities treated as partnerships for U.S. federal income tax purposes) and the partners therein, holders that own or are treated as owning 10% or more of our shares (measured by vote or value), persons holding Class A ordinary shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not address state, local or non-U.S. taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of Class A ordinary shares or ADSs.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Class A ordinary shares or ADSs that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such Class A ordinary shares or ADSs.

You should consult your own tax advisors about the consequences of the acquisition, ownership and disposition of the Class A ordinary shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under non-U.S., state, local or other tax laws.

ADSs

In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying Class A ordinary shares that are represented by those ADSs.

Taxation of Dividends

Subject to the discussion below under “Passive Foreign Investment Company Rules,” the gross amount of any distribution of cash or property with respect to our Class A ordinary shares or ADSs (including amounts, if any, withheld in respect of PRC taxes) that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, in the case of Class A ordinary shares, or the date the depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to U.S. corporations under the Code.

We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.

Subject to certain exceptions for short-term and hedged positions, the dividends received by a non-corporate U.S. Holder with respect to the Class A ordinary shares or ADSs will be subject to taxation at a preferential rate if the dividends are “qualified dividends.” Dividends paid on the Class A ordinary shares or ADSs will be treated as qualified dividends if:

• the Class A ordinary shares or ADSs on which the dividend is paid are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of these rules and that includes an exchange of information program; and

• we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a PFIC.

We will apply to list the ADSs on the [NASDAQ Global Market], and the ADSs will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our

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audited financial statements, the manner in which we conduct our business and the relevant market data, we do not believe we were a PFIC for U.S. federal income tax purposes with respect to our prior taxable year. In addition, based on our audited financial statements, the manner in which we conduct our business, relevant market data and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. We could be treated as a PFIC, however, if our rental income in any particular taxable year is not treated as “active” rental income for U.S. federal income tax purposes, as discussed below under “Passive Foreign Investment Company Rules.”

Because the Class A ordinary shares are not themselves listed on a U.S. exchange, dividends received with respect to the Class A ordinary shares that are not represented by ADSs may not be treated as qualified dividends. U.S. Holders of Class A ordinary shares or ADSs should consult their own tax advisors regarding the potential availability of the reduced dividend tax rate in light of their own particular circumstances.

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”), a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or Class A ordinary shares. In that case, we may, however, be eligible for the benefits of the Agreement Between the Government of the United States of America and the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income, or the Treaty. If we are eligible for such benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation described above. Dividend distributions with respect to our Class A ordinary shares or ADSs generally will be treated as “passive category” income from sources outside the United States for purposes of determining a U.S. Holder’s U.S. foreign tax credit limitation. Subject to the limitations and conditions provided in the Code and the applicable U.S. Treasury Regulations, a U.S. Holder may be able to claim a foreign tax credit against its U.S. federal income tax liability in respect of any PRC income taxes withheld at the appropriate rate applicable to the U.S. Holder from a dividend paid to such U.S. Holder. Alternatively, the U.S. Holder may deduct such PRC income taxes from its U.S. federal taxable income, provided that the U.S. Holder elects to deduct rather than credit all foreign income taxes for the relevant taxable year. The rules with respect to foreign tax credits are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit or the deductibility of foreign taxes under their particular circumstances.

U.S. Holders that receive distributions of additional ADSs or Class A ordinary shares or rights to subscribe for ADSs or Class A ordinary shares as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions.

Taxation of Dispositions of ADSs or Class A Ordinary Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” upon a sale, exchange or other taxable disposition of the ADSs or Class A ordinary shares, U.S. Holders will realize gain or loss for U.S. federal income tax purposes in the amount equal to the different between the amount realized on the disposition and the U.S. Holder’s adjusted tax basis in the ADSs or Class A ordinary shares. Such gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the ADS or Class A ordinary shares have been held for more than one year. Long-term capital gain realized by a non-corporate U.S. Holder generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.

Gain, if any, realized by a U.S. Holder on the sale or other disposition of the ADSs or Class A ordinary shares generally will be treated as U.S.-source income for U.S. foreign tax credit purposes. Consequently, if a PRC tax is imposed on the sale or other disposition, a U.S. Holder that does not receive significant foreign-source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of such PRC tax. However, in the event that gain from the disposition of the ADSs or Class A ordinary shares is subject

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to tax in the PRC, and a U.S. Holder is eligible for the benefits of the Treaty, such U.S. Holder may elect to treat such gain as PRC-source gain under the Treaty. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, the ADSs or Class A ordinary shares.

Deposits and withdrawals of Class A ordinary shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Passive Foreign Investment Company Rules

Special U.S. tax rules apply to companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if either

• 75 percent or more of our gross income for the taxable year is passive income; or

• the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50 percent, or the asset test.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income. Although the law in this regard is not entirely clear, we treat our VIE as being owned by us for U.S. federal income tax purposes because we control its management decisions and are entitled to substantially all of the economic benefits associated with it. Based on our audited financial statements, the manner in which we conduct our business, relevant market data and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC in our taxable year ending September 30, 2019, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. However, because the PFIC tests must be applied each year, and the composition of our income and assets and the value of our assets may change, and because the treatment of our VIE for U.S. federal income tax purposes is not entirely clear, it is possible that we may become a PFIC in the current or a future year. In particular, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our ADSs, fluctuations in the market price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years. In addition, the treatment of our rental income as active for purposes of these tests depends upon whether we conduct sufficient marketing or other activities with respect to the rented properties in each taxable year to meet the requirements for an active rental business under applicable Treasury regulations, which may be uncertain. The determination of whether we are a PFIC also may be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we do not deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase.

In the event that we are classified as a PFIC in any year during which a U.S. Holder holds our Class A ordinary shares or ADSs and such U.S. Holder does not make a mark-to-market election, as described in the following paragraph, the U.S. Holder will be subject to a special tax at ordinary income tax rates on “excess distributions,” including certain distributions by us (generally, distributions that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the Class A ordinary shares or ADSs) and gain that the U.S. Holder recognizes on the sale of our Class A ordinary shares or ADSs. The amount of income tax on any excess distributions will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period that the U.S. Holder holds its Class A ordinary shares or ADSs. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A ordinary shares or ADSs, we generally will continue to be treated as a PFIC for all subsequent years during which such U.S. Holder holds our Class A ordinary shares or ADSs unless we cease to be a PFIC and the U.S. Holder makes a special “purging” election on Internal Revenue

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Service (“IRS”) Form 8621. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of his or her Class A ordinary shares or ADSs at death.

A U.S. Holder may be able to avoid the unfavorable rules described in the preceding paragraph by electing to mark its ADSs to market, provided the ADSs are treated as “marketable stock.” The ADSs generally will be treated as marketable stock if the ADSs are “regularly traded” on a “qualified exchange or other market” (which includes the [NASDAQ Global Market]). It should also be noted that it is intended that only the ADSs and not the Class A ordinary shares will be listed on the [NASDAQ Global Market]. Consequently, a U.S. Holder that holds Class A ordinary shares that are not represented by ADSs may not be eligible to make a mark-to-market election. If the U.S. Holder makes a mark-to-market election, (i) the U.S. Holder will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of its ADSs at year-end over the U.S. Holder’s basis in those ADSs and (ii) the U.S. Holder will be entitled to deduct as an ordinary loss in each such year the excess of the U.S. Holder’s basis in its ADSs over their fair market value at year-end, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s adjusted tax basis in its ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, any gain the U.S. Holder recognizes upon the sale of the U.S. Holder’s ADSs in a year in which we are PFIC will be taxed as ordinary income in the year of sale, and any loss the U.S. Holder recognizes upon the sale will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-mark election.

A U.S. Holder that owns an equity interest in a PFIC must annually file IRS Form 8621. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of the U.S. Holder’s taxable years for which such form is required to be filed. As a result, the taxable years with respect to which the U.S. Holder fails to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our non-U.S. subsidiaries is also a PFIC, such U.S. Holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. U.S. Holders should consult their own tax advisors about the possible application of the PFIC rules to any of our subsidiaries.

U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax considerations discussed above and the desirability of making a mark-to-market election.

Foreign Financial Asset Reporting

Certain U.S. Holders who are individuals that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the Class A ordinary shares and the ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. Holders that fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the Class A ordinary shares or the ADSs, including the application of the rules to their particular circumstances.

Backup Withholding and Information Reporting

Dividends paid on, and proceeds from the sale or other disposition of, the ADSs or Class A ordinary shares that are paid to a U.S. Holder generally may be subject to the information reporting requirements of the Code and

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may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

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UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and China International Capital Corporation Hong Kong Securities Limited are acting as representatives, have severally agreed to purchase, and we have agreed to sell to ADSs indicated below:

Name	Number of ADSs
Morgan Stanley & Co. LLC
China International Capital Corporation Hong Kong Securities Limited
Total:

The underwriters and the representatives are collectively referred to as the “underwriters” and “representatives,” respectively. The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. However, the underwriters are not required to take or pay for the ADSs covered by the underwriter’s over-allotment option described below.

The underwriters initially propose to offer part of the ADSs directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of                 per ADS under the initial public offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional                ADSs at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the ADSs offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ADSs as the number listed next to the underwriter’s name in the preceding table bears to the total number of ADSs listed next to the names of all underwriters in the preceding table.

The following table shows the per ADS and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional                ADSs.

		Total
	Per ADS	No Exercise	Full Exercise
Public offering price	US$	US$	US$
Underwriting discounts and commissions to be paid by us:	US$	US$	US$
Proceeds, before expenses, to us	US$	US$	US$

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$        .

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

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Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC. China International Capital Corporation Hong Kong Securities Limited is not a broker-dealer registered with the SEC and, to the extent that its conduct may be deemed to involve participation in offers or sales of ADSs in the United States, those offers or sales will be made through one or more SEC-registered broker-dealers in compliance with applicable laws and regulations.

We intend to apply for the listing of the ADSs on the [NASDAQ Global Market] under the trading symbol “QK.”

We and all directors and officers, all existing shareholders and [certain] option holders have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus, or the restricted period:

• 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, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;

• file any registration statement with the Securities and Exchange Commission relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs,

whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any ordinary shares, ADSs or any security convertible into or exercisable or exchangeable for ordinary shares or ADSs.

The restrictions described in the preceding paragraph are subject to certain exceptions.

In addition, we will request The Bank of New York Mellon, 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 representatives. The foregoing does not affect the right of ADS holders to cancel their ADSs and withdraw the underlying Class A ordinary shares.

The representatives, in their sole discretion, may release the ordinary shares, ADSs and other securities subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate the offering of the ADSs, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ADSs. Specifically, the underwriters may sell more ADSs than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of ADSs available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing ADSs in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell ADSs in excess of the over-allotment option, creating a naked short position. 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

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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. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, ADSs in the open market to stabilize the price of the ADSs. Finally, the underwriters may reclaim selling concessions allowed to an underwriter or a dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to cover syndicate’s short positions or to stabilize the price of the ADSs. These activities may raise or maintain the market price of the ADSs above independent market levels or prevent or retard a decline in the market price of the ADSs. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of ADSs to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to the underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective 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. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective 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 may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations 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 or short positions in such securities and instruments.

The address of Morgan Stanley & Co. LLC is 1585 Broadway Avenue, New York, NY 10036, United States. The address of China International Capital Corporation Hong Kong Securities Limited is 29/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong.

Pricing of the Offering

Prior to this offering, there has been no public market for our ordinary shares or the ADSs. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

[Directed ADS Program

At our request, the underwriters have reserved up to     % of the ADSs to be offered by this prospectus for sale, at the initial public offering price, to some of our existing shareholders and business associates and related persons. The number of ADSs available for sale to the general public will be reduced to the extent these individuals purchase such reserved ADSs. Any reserved ADSs that are not so purchased will be offered by the underwriters to the general public on the same basis as the other ADSs offered by this prospectus.]

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Selling Restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.

Australia

This document has not been lodged with the Australian Securities & Investments Commission and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(a) you confirm and warrant that you are either:

(i) “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act 2001 (Cth) of Australia, or the Corporations Act;

(ii) “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;

(iii) person associated with the company under section 708(12) of the Corporations Act; or

(iv) “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act;

and 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 document is void and incapable of acceptance;

(b)    you warrant and agree that you will not offer any of the ADSs issued to you pursuant to this document for resale in Australia within 12 months of those ADSs being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Canada

The ADSs may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (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 or NI 33-105, the underwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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Cayman Islands

This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

Dubai International Finance Center

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.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State unless the prospectus has been approved by the competent authority in such Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• by the underwriters 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) subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of shares shall result in a requirement for the publication by us or any representative of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Any person making or intending to make any offer of shares within the EEA should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of shares through any financial intermediary, other than offers made by the underwriters which constitute the final offering of shares contemplated in this prospectus.

For the purposes of this provision, and your representation below, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of

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sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, 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 (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under, the offer of shares contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter 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; and

• in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representative has been given to the offer or resale; or (ii) where shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments 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) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Hong Kong

The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Japan

The ADSs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, and ADSs will not be offered or sold, 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

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other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Korea

The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSs have not been registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the ADSs may not be resold to Korean residents unless the purchaser of the ADSs complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the ADSs.

Kuwait

Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 “Regulating the Negotiation of Securities and Establishment of Investment Funds,” its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the securities has been or will be registered with the Securities Commission of Malaysia, or 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 securities may not be circulated or distributed, nor may the securities 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 License; (iii) a person who acquires the securities as principal, if the offer is on terms that the securities 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 12 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 12 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 securities is made by a holder of a Capital Markets Services License 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.

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Mexico

None of the ADSs or the ordinary shares have been or will be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) of Mexico and, as a result, may not be offered or sold publicly in Mexico. The ADSs and the ordinary shares may only be sold to Mexican institutional and qualified investors, pursuant to the private placement exemption set forth in the Mexican Securities Market Law (Ley del Mercado de Valores).

People’s Republic of China

This prospectus has not been and will not be circulated or distributed in the PRC, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC.

Qatar

In the State of Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Centre Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

Saudi Arabia

This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our ADSs may not be circulated or distributed, nor may our ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or SFA, (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where ADSs are subscribed or purchased under Section 275 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

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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; shares, debentures and units of shares and debentures 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 ADSs under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

Switzerland

The ADSs will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to our company or the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

Taiwan

The ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the ADSs in Taiwan.

United Arab Emirates

This prospectus is not intended to constitute an offer, sale or delivery of shares 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

230

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

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA, received by it in connection with the issue or sale of the ADSs in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ADSs in, from or otherwise involving the United Kingdom.

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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 NASDAQ market entry and listing fee, all amounts are estimates.

SEC Registration Fee	US$
FINRA Filing Fee
NASDAQ Market Entry 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 Cleary Gottlieb Steen & Hamilton LLP with respect to certain legal matters as to United States federal securities and New York State law. The underwriters are being represented by Simpson Thacher & Bartlett 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 and certain other legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain legal matters as to PRC law will be passed upon for us by JunHe LLP and for the underwriters by Zhong Lun Law Firm. Cleary Gottlieb Steen & Hamilton LLP may rely upon Conyers Dill & Pearman with respect to matters governed by Cayman Islands law and JunHe LLP with respect to matters governed by PRC law. Simpson Thacher & Bartlett LLP may rely upon Zhong Lun Law Firm with respect to matters governed by PRC law.

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EXPERTS

The consolidated financial statements of Q&K International Group Limited as of September 30, 2017 and 2018, and for each of the two years in the period ended September 30, 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). Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The office of Deloitte Touche Tohmatsu Certified Public Accountants LLP is located at 30th Floor, Bund Center, 222 Yan An Road East, Shanghai, 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 combined 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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Q&K INTERNATIONAL GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED

SEPTEMBER 30, 2017 AND 2018

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of September 30, 2017 and 2018	F-3
Consolidated Statements of Comprehensive Loss for the Years Ended September 30, 2017 and 2018	F-5
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended September 30, 2017 and 2018	F-7
Consolidated Statements of Cash Flows for the Years Ended September  30, 2017 and 2018	F-8
Notes to the Consolidated Financial Statements	F-9
Financial Statement Schedule I—Financial Information for Parent Company	F-38
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2018 and June 30, 2019	F-42
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Nine Months Ended June 30, 2018 and 2019	F-44
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Nine Months Ended June 30, 2018 and 2019	F-46
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2018 and 2019	F-47
Notes to the Unaudited Condensed Consolidated Financial Statements	F-48

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Q&K International Group Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Q&K International Group Limited (the “Company”), its subsidiaries and consolidated variable interest entities (the “Group”) as of September 30, 2017 and 2018, the related consolidated statements of comprehensive loss, changes in shareholders’ deficit, and cash flows, for each of the two years in the period ended September 30, 2018, and the related notes and financial statement schedule in Schedule I (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of September 30, 2017 and 2018, the results of their operations and their cash flows for each of the two years in the period ended September 30, 2018, are 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. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined and consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shanghai, the People’s Republic of China

June 28, 2019 (September 17, 2019 as to the convenience translation described in Note 2)

We have served as the Group’s auditor since 2019.

F-2

Q&K INTERNATIONAL GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(Renminbi in thousands, except share and per share data, unless otherwise stated)

	As of September 30,
	2017		2018				2018
	RMB		RMB		USD (Note 2)		RMB (unaudited pro forma)		USD (Note 2)
ASSETS
Current assets:
Cash and cash equivalents		365,115		103,752		15,113		103,752		15,113
Restricted cash		2,000		15,000		2,185		15,000		2,185
Accounts receivable, net of allowance of nil as of September 30, 2017 and 2018		314		475		73		475		73
Amounts due from related parties		12,541		22,505		3,278		22,505		3,278
Prepaid rent and deposit		92,687		170,683		24,863		170,683		24,863
Advances to suppliers		27,270		17,079		2,488		17,079		2,488
Other current assets		42,118		118,445		17,253		118,445		17,253
Total current assets		542,045		447,939		65,253		447,939		65,253
Non-current assets:
Property and equipment, net		578,331		1,320,822		192,399		1,320,822		192,399
Intangible assets, net		1,714		1,232		179		1,232		179
Land use rights		11,307		11,021		1,605		11,021		1,605
Other assets		201		389		57		389		57
Total non-current assets		591,553		1,333,464		194,240		1,333,464		194,240
Total assets		1,133,598		1,781,403		259,493		1,781,403		259,493
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
LIABILITIES (including amounts of the consolidated VIEs without recourse to the Company, see Note 2)
Current liabilities:
Accounts payable		113,890		430,989		62,781		430,989		62,781
Amounts due to related parties		25,297		32,219		4,693		32,219		4,693
Deferred revenue		38,869		61,051		8,893		61,051		8,893
Short-term debt		123,678		132,048		19,235		132,048		19,235
Rental installment loans		734,313		1,108,097		161,413		1,108,097		161,413
Deposits from tenants		81,157		113,325		16,508		113,325		16,508
Accrued expenses and other current liabilities		55,975		92,154		13,424		92,154		13,424
Total current liabilities		1,173,179		1,969,883		286,947		1,969,883		286,947
Non-current liabilities:
Long-term debt		182,505		165,479		24,105		165,479		24,105
Long-term deferred rent		159,028		341,303		49,716		341,303		49,716
Contingent earn-out liabilities		44,856		83,872		12,217		—		—
Total non-current liabilities		386,389		590,654		86,038		506,782		73,821
Total liabilities		1,559,568		2,560,537		372,985		2,476,665		360,768
Commitments and contingencies (Note 13)

F-3

Q&K INTERNATIONAL GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(Renminbi in thousands, except share and per share data, unless otherwise stated)

	As of September 30,
	2017			2018						2018
	RMB			RMB			USD (Note 2)			RMB (unaudited pro forma)			USD (Note 2)
Mezzanine equity:
Series B convertible redeemable preferred shares (US$0.00001 par value, 160,000,000 shares authorized, issued and outstanding; liquidation value of RMB180,636 and RMB202,312 as of September 30, 2017 and 2018, respectively)		161,904			205,723			29,967			—			—
Series C convertible redeemable preferred shares (US$0.00001 par value, 120,000,000 shares authorized, issued and outstanding; liquidation value of RMB210,896 and RMB242,530 as of September 30, 2017 and 2018, respectively)		206,642			235,681			34,331			—			—
Series C-1 convertible redeemable preferred shares (US$0.00001 par value, 103,500,000 shares authorized, issued and outstanding; liquidation value of RMB221,064 as of September 30, 2018)		—			202,639			29,518			—			—
Total mezzanine equity		368,546			644,043			93,816			—			—
Shareholders’ deficit:
Ordinary shares (US$0.00001 par value per share; 3,500,000,000 shares authorized; 384,450,490 and 430,450,490 shares issued and outstanding as of September 30, 2017 and 2018, respectively)		24			27			4			67			10
Series A non-redeemable preferred shares (US$0.00001 par value; 255,549,510 shares authorized, issued and outstanding as of September 30, 2017 and 2018)		35,777			35,777			5,212			—			—
Additional paid-in capital		—			—			—			679,781			99,021
Accumulated deficit		(845,314	)		(1,478,466	)		(215,363	)		(1,394,595	)		(203,146	)
Accumulated other comprehensive (loss) income		(2,838	)		1,713			250			1,713			251
Total Q&K International Group Limited shareholders’ deficit		(812,351	)		(1,440,949	)		(209,897	)		(713,034	)		(103,864	)
Noncontrolling interest		17,835			17,772			2,589			17,772			2,589
Total shareholder’s deficit		(794,516	)		(1,423,177	)		(207,308	)		(695,262	)		(101,275	)
Total liabilities, mezzanine equity and shareholders’ deficit		1,133,598			1,781,403			259,493			1,781,403			259,493

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Q&K INTERNATIONAL GROUP LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Renminbi in thousands, except share and per share data, unless otherwise stated)

	For the years ended September 30,
	2017			2018
	RMB			RMB			USD (Note 2)
Net revenues:
Rental service		508,910			796,940			116,087
Value-added services and others		13,827			92,997			13,547
Total net revenues		522,737			889,937			129,634
Operating costs and expenses:
Operating cost (including costs charged by related parties of RMB18,777 and RMB63,444 for the years ended September 30, 2017 and 2018, respectively)		(547,618	)		(897,959	)		(130,802	)
Selling and marketing expenses (including expenses charged by related parties of RMB13,086 and RMB28,931 for the years ended September 30, 2017 and 2018, respectively)		(42,008	)		(117,826	)		(17,163	)
General and administrative expenses		(34,353	)		(84,953	)		(12,375	)
Research and development expenses (including expenses charged by related parties of RMB40,441 and RMB154 for the years ended September 30, 2017 and 2018, respectively)		(44,160	)		(51,947	)		(7,567	)
Pre-operation expenses (including expenses charged by related parties of RMB7,350 and RMB26,460 for the years ended September 30, 2017 and 2018, respectively)		(19,934	)		(117,107	)		(17,059	)
Impairment loss		(22,750	)		(50,614	)		(7,373	)
Other income (expense), net		(1,460	)		4,034			588
Total operating costs and expenses		(712,283	)		(1,316,372	)		(191,751	)
Loss from operations		(189,546	)		(426,435	)		(62,117	)
Interest income (expense), net		(50,136	)		(77,167	)		(11,241	)
Foreign exchange gain (loss)		3			(91	)		(13	)
Fair value change of contingent earn-out liabilities		(5,165	)		6,164			898
Loss before income taxes		(244,844	)		(497,529	)		(72,473	)
Income tax expense		(596	)		(2,393	)		(349	)
Net loss		(245,440	)		(499,922	)		(72,822	)
Less: net income (loss) attributable to noncontrolling interests		(35	)		63			9
Net loss attributable to Q&K International Group Limited		(245,475	)		(499,859	)		(72,813	)
Deemed dividend		(58,763	)		(135,545	)		(19,745	)
Net loss attributable to ordinary shareholders		(304,238	)		(635,404	)		(92,558	)
Net loss per share attributable to ordinary shareholders of Q&K International Group Limited—Basic and diluted		(0.86	)		(1.55	)		(0.23	)
Weighted average number of ordinary shares used in computing net loss per share—Basic and diluted		354,861,449			409,403,915			409,403,915
Unaudited pro forma net loss per ordinary share (Note 9)		—			(0.51	)		(0.07	)
Unaudited pro forma weighted average shares used in calculating net loss per ordinary share—Basic and diluted		—			997,412,329			997,412,329

F-5

Q&K INTERNATIONAL GROUP LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Renminbi in thousands, except share and per share data, unless otherwise stated)

	For the years ended September 30,
	2017			2018
	RMB			RMB			USD (Note 2)
Net loss		(245,440	)		(499,922	)		(72,822	)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments		(2,838	)		4,551			664
Comprehensive loss		(248,278	)		(495,371	)		(72,158	)
Less: comprehensive income (loss) attributable to noncontrolling interests		35			(63	)		(9	)
Comprehensive loss attributable to Q&K International Group Limited		(248,313	)		(495,308	)		(72,149	)
Deemed dividend		(58,763	)		(135,545	)		(19,745	)
Comprehensive loss attributable to ordinary shareholders		(307,076	)		(630,853	)		(91,894	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Q&K INTERNATIONAL GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Renminbi in thousands, except share data, unless otherwise stated)

	Q&K International Group Limited shareholders’ deficit
	Ordinary shares				Series A non-redeemable preferred shares				Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total			Noncontrolling interests			Total shareholders’ deficit
	Number of shares		Amount		Number of shares		Amount
Balance at September 30, 2016		344,450,490		21		255,549,510		35,777		—			—			(541,851	)		(506,053	)		8,000			(498,053	)
Capital contribution		40,000,000		3		—		—		—			—			—			3			9,800			9,803
Share-based compensation										775			—			—			775			—			775
Deemed dividend accretion		—		—		—		—		(775	)		—			(57,988	)		(58,763	)		—			(58,763	)
Net loss		—		—		—		—		—			—			(245,475	)		(245,475	)		35			(245,440	)
Foreign currency translation adjustments		—		—		—		—		—			(2,838	)					(2,838	)		—			(2,838	)
Balance at September 30, 2017		384,450,490		24		255,549,510		35,777		—			(2,838	)		(845,314	)		(812,351	)		17,835			(794,516	)
Capital contribution		46,000,000		3		—		—		—			—			—			3			—			3
Share-based compensation										2,252			—			—			2,252			—			2,252
Deemed dividend accretion		—		—		—		—		(2,252	)		—			(133,293	)		(135,545	)		—			(135,545	)
Net loss		—		—		—		—		—			—			(499,859	)		(499,859	)		(63	)		(499,922	)
Foreign currency translation adjustments		—		—		—		—		—			4,551			—			4,551			—			4,551
Balance at September 30, 2018		430,450,490		27		255,549,510		35,777		—			1,713			(1,478,466	)		(1,440,949	)		17,772			(1,423,177	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Q&K INTERNATIONAL GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Renminbi in thousands, unless otherwise stated)

	For the years ended September 30,
	2017			2018
	RMB			RMB			USD (Note 2)
Operating activities:
Net loss		(245,440	)		(499,922	)		(72,822	)
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation		775			2,252			328
Depreciation and amortization		101,786			152,311			22,187
Accretion of interest expense		21,122			10,733			1,563
Fair value change of contingent earn-out liabilities		5,165			(6,164	)		(898	)
Deferred rent		33,554			182,275			26,551
Impairment loss		22,750			50,614			7,373
Changes in operating assets and liabilities:
Accounts receivable		(84	)		(160	)		(23	)
Amounts due from related parties		(3,703	)		(9,963	)		(1,451	)
Prepaid rent and deposit		(13,009	)		(75,939	)		(11,062	)
Advances to suppliers		(13,369	)		(2,393	)		(349	)
Other current assets		29,193			(21,498	)		(3,132	)
Other assets		(33	)		(188	)		(27	)
Accounts payable		(3,450	)		3,543			516
Amounts due to related parties		4,238			6,922			1,008
Deferred revenue		(691	)		22,182			3,231
Deposits from tenants		(9,536	)		32,168			4,686
Accrued expenses and other current liabilities		27,143			36,179			5,270
Net cash used in operating activities		(43,589	)		(117,048	)		(17,051	)
Investing activities:
Purchases of property and equipment		(274,068	)		(674,298	)		(98,223	)
Purchases of land use rights		(11,450	)		—			—
Net cash used in investing activities		(285,518	)		(674,298	)		(98,223	)
Financing activities:
Proceeds from issuance of ordinary shares		3			3			—
Proceeds from short-term debt		70,000			100,000			14,567
Repayment of short-term debt		(67,000	)		(49,000	)		(7,138	)
Proceeds from long-term debt		253,045			—			—
Repayment of long-term debt		(37,817	)		(108,130	)		(15,751	)
Proceeds from rental installment loans		1,020,891			1,886,187			274,754
Repayment of rental installment loans		(785,076	)		(1,523,136	)		(221,870	)
Contribution from noncontrolling interest holders		9,800			—			—
Proceeds from issuance of preferred shares, net of issuance costs		192,274			185,132			26,968
Proceeds from capital lease		—			54,722			7,971
Repayment of capital lease liabilities		(6,669	)		(6,250	)		(910	)
Net cash provided by financing activities		649,451			539,528			78,591
Effect of foreign exchange rate changes		(238	)		3,455			505
Net increase (decrease) in cash, cash equivalents and restricted cash		320,106			(248,363	)		(36,178	)
Cash, cash equivalents and restricted cash at the beginning of the year		47,009			367,115			53,476
Cash, cash equivalents and restricted cash at the end of the year		367,115			118,752			17,298
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized		(79,598	)		(68,636	)		(9,998	)
Income taxes paid		(719	)		(1,222	)		(178	)
Reconciliation to amounts on the consolidated balance sheets:
Cash and cash equivalents		365,115			103,752			15,113
Restricted cash		2,000			15,000			2,185
Total cash, cash equivalents and restricted cash		367,115			118,752			17,298
Supplemental schedule of non-cash investing and financing activities:
Purchases of property and equipment included in payables		(85,310	)		(411,451	)		(59,935	)

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Q&K INTERNATIONAL GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2017 AND 2018

(Renminbi in thousands, except share data and per share data, unless otherwise stated)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Q&K International Group Limited (the “Company” or “Q&K”), its subsidiaries and consolidated variable interest entities (the “Group”) is a rental apartment operation platform in the People’s Republic of China (the “PRC”), that provides rental and value-added services to young, emerging urban residents since 2012. The Group sources and converts apartments to standardized furnished rooms and leases to young people seeking affordable residence in cities in the PRC.

As of September 30, 2018, the Company’s significant subsidiaries, variable interest entity (the “VIE”) and the significant subsidiaries of the VIE are as follows:

Entity	Date of incorporation		Place of incorporation		Percentage of legal/beneficial ownership by the Company			Principal activities
Subsidiaries:
QK365.com INC. (BVI)		September 29, 2014		BVI		100	%		Holding
QingKe (China) Limited		July 7, 2014		Hong Kong		100	%		Holding
Q&K Investment Consulting Co., Ltd. (“Q&K Investment Consulting” or the “WFOE”)		April 2, 2015		PRC		100	%		Holding and Operating
VIE:
Shanghai Qingke E-Commerce Co., Ltd. (“Q&K E-commerce” or the “VIE”)		August 2, 2013		PRC		100	%		Holding and Operating
Subsidiaries of the VIE:
Shanghai Qingke Equipment Rental Co., Ltd. (“Q&K Rental”)		March 17, 2015		PRC		100	%		Operating
Shanghai Qingke Public Rental Housing Leasing Management Co., Ltd. (“Qingke Public Rental”)		November 5, 2014		PRC		100	%		Operating
Suzhou Qingke Information Technology Co., Ltd. (“Suzhou Qingke”)		April 3, 2014		PRC		100	%		Operating

History of the Group and Reorganization

The Group began its operations through Shanghai Q&K Fashion Life Co., Ltd. (“Q&K Fashion”) which was founded on November 8, 2007, by the parents of Jin Guangjie (the “Founder” or “CEO”), who had transferred all voting rights to the Founder by proxy agreements. On August 2, 2013, Q&K Fashion incorporated Shanghai Q&K E-commerce Co., Ltd (“Q&K E-commerce”). During the period from 2007 to 2014, Q&K Fashion undertook several rounds of equity financing and issued equity with preference rights to third party investors (Series A equity with preference rights). Since the date of incorporation, the Founder had held more than 50% controlling interests in Q&K Fashion. During 2014, Suzhou Qingke and Qingke Public Rental was formed and held by Q&K E-commerce in the PRC to become the main operating entities of the Group.

During 2014-2015, the Group underwent a series of reorganization activities (“the Reorganization”) to redomicile its businesses from PRC to the Cayman Islands for an offshore holding structure.

F-9

On August 14, 2014, Q&K was founded in the Cayman Islands as an exempted company with limited liability under the laws of the Cayman Islands, which through an intermediate holding company in Hong Kong established Shanghai Qingke Investment Consulting Co., Ltd. (“Q&K Investment Consulting”, or the “WFOE”) as a wholly-owned subsidiary in the PRC in April 2015.

During March to April 2015, Q&K Fashion, through Q&K E-commerce, incorporated Shanghai Qingke Equipment Rental Co., Ltd. (“Q&K Rental”), and transferred its entire net assets to Q&K Rental.

Further, the WFOE entered into a series of contractual arrangements (Note 2) with Q&K E-commence (the “VIE”) and the shareholders of the VIE. The contractual arrangements consisted of the shareholder voting proxy agreement, spousal consent letter, exclusive technology service agreement, exclusive option agreement and equity pledge agreement (the “VIE Agreements”). The Group believes that the VIE Agreements would enable the WFOE to (1) have power to direct the activities that most significantly affects the economic performance of the VIE and its subsidiaries and (2) receive the economic benefits of the VIE and its subsidiaries that could be significant to the VIE. Accordingly, the Group believes that the WFOE is the primary beneficiary of the VIE and its subsidiaries.

The Company issued ordinary shares and Series A preferred shares to the shareholders of Q&K Fashion in the same proportions as the percentage of equity interest they held in Q&K Fashion.

Given that all the entities were controlled by the Founder, the above series of transactions were accounted for as a reorganization under common control.

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”).

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to generate cash flows from operations, and the Group’s ability to arrange adequate financing arrangements, to support its working capital requirements.

The Group has been incurring losses from operations since its inception. Accumulated deficits amounted to RMB845,314 and RMB1,478,466 as of September 30, 2017 and 2018, respectively. Net cash used in operating activities were RMB43,589 and RMB117,048 for the years ended September 30, 2017 and 2018, respectively. As of September 30, 2017 and 2018, current liabilities exceeded current assets by RMB631,134 and RMB1,521,944, respectively. These factors raise substantial doubt about the Group’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Group is unable to continue as a going concern.

These factors are mitigated by the following plans and actions:

• In June 2019, the Group issued additional Series C-2 preferred shares for a total cash consideration of US$83,250, approximately RMB574,425;

• In March 2019, the Group obtained RMB2,000,000 credit facility with a three-year term from a PRC commercial bank to support the Group’s operations, of which RMB1,000,000 is for rental installment loans;

F-10

• Of the remaining RMB1,000,000 of the above credit facility, RMB450,000 is contractually restricted for the payment for renovation expenditure and daily operations, and RMB550,000 for supply chain funding. Based on the Group’s historical experience, renovation and supply chain funding requests will be approved in the normal course of business provided that the Group submits the required supporting documentation and the amount is within the credit limit granted.

In addition, since August 2018, the Group has cooperated with a rental service company owned by a bank to source and renovate apartments under capital lease arrangements, and also from February 2019, the Group initiated an “assets light strategy” by sourcing decorated and furnished apartments from landlords, which reduced the need for additional capital expenditures for apartment renovations. The Group considers these strategies will reduce the needs to use the rental installment loans to fund the pre-operation and renovation costs going forward which will help the Group’s liquidity situation.

Based on the above factors, management believes that adequate sources of liquidity exist to fund the Group’s working capital and capital expenditures requirements, and to meet its other liabilities and commitments as they become due for at least twelve months from the issuance of these financial statements.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated variable interest entities. All intercompany transactions and balances are eliminated on consolidation.

To comply with the PRC law and regulations which restrict foreign ownership of companies that provide value-added telecommunication services in the PRC, Q&K Investment Consulting entered into VIE Agreements with Q&K E-Commerce and its respective shareholders through which the Company became the primary beneficiary of Q&K E-Commerce and its subsidiaries.

The following is a summary of the key VIE Agreements:

Shareholder Voting Proxy Agreement

Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce entered into a shareholder voting proxy agreement on April 21, 2015. Pursuant to the voting proxy agreement, each shareholder of Q&K E-Commerce irrevocably authorizes any person(s) designated by Q&K Investment Consulting to act as his or her attorney-in-fact to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in Q&K E-Commerce, such as the right to appoint or remove directors, supervisors and officers, as well as the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder. The shareholder voting proxy agreement will remain in force unless Q&K Investment Consulting gives out any instruction in writing or otherwise.

Spousal Consent Letters

The spouse of one shareholder of the VIE who holds 10.47% equity interest in Q&K E-Commerce signed a spousal consent letter on April 14, 2015. Under the spousal consent letter, the signing spouse unconditionally and irrevocably agreed, respectively, that she was aware of the disposal of Q&K E-Commerce shares held by the shareholder in the abovementioned exclusive option agreement, equity pledge agreement, shareholder voting proxy agreement and power of attorney. The signing spouse confirmed not having any interest in the Q&K E-Commerce shares and committed not to impose any adverse assertions upon those shares. The signing spouse further confirmed that her consent and approval are not needed for any amendment or termination of the abovementioned agreements and committed that she shall take all necessary measures needed for the performance of those agreements.

F-11

Exclusive Technology Service Agreement

Q&K Investment Consulting and Q&K E-Commerce entered into an exclusive technology service agreement on April 21, 2015. Pursuant to this agreement, Q&K Investment Consulting or its designated party has the exclusive right to provide Q&K E-Commerce with consulting, software and technology services. Without Q&K Investment Consulting’s prior written consent, Q&K E-Commerce shall not accept any technical support and services covered by this agreement from any third party. Q&K E-Commerce agrees to pay service fees equivalent to no less than 100% of its annual net profit. Q&K E-Commerce also agrees to pay service fees for any specific technology service and consultation service rendered by Q&K Investment Consulting at Q&K E-Commerce’s request from time to time. Q&K Investment Consulting owns the intellectual property rights arising out of the provisions of services under this agreement. Unless terminated mutually, this agreement will remain effective for twenty years. This agreement will be automatically renewed for another ten years, unless there is any written objection rendered third days prior to its expiry.

Exclusive Option Agreement

Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce entered into an exclusive option agreement in 2015. Pursuant to the exclusive option agreement, Q&K E-Commerce and its shareholders have irrevocably granted Q&K Investment Consulting or any third party designated by Q&K Investment Consulting an exclusive option to purchase all or part of their respective equity interests in Q&K E-Commerce. The purchase price shall be the lower of (i) the amount that the shareholders contributed to Q&K E-Commerce as registered capital for the equity interests to be purchased, or (ii) the lowest price permitted by applicable PRC law. The shareholders of Q&K E-Commerce irrevocably agree that if such price is lower than what is allowed by PRC law, the purchase price should be equal to the lowest price allowed by PRC law. Q&K E-Commerce or its shareholders will repay Q&K Investment Consulting or any third party designated by Q&K Investment Consulting the purchase price within ten business days after Q&K E-Commerce or its shareholders receives such purchase price. In addition, Q&K E-Commerce granted Q&K Investment Consulting an exclusive option to purchase, or have its designated entity or person, to purchase, at its discretion, to the extent permitted under PRC law, all or part of Q&K E-Commerce’s assets at the net book value of the transferred assets, or the lowest price permitted by applicable PRC law if the latter is higher than the relevant net book value.

Q&K Investment Consulting may transfer any of its rights or obligations under this agreement to a third party after notifying Q&K E-Commerce and its shareholders. Without Q&K Investment Consulting’s prior written consent, the shareholders of Q&K E-Commerce shall not, among other things, amend its articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on its assets, business or revenue outside the ordinary course of business, enter into any material contract, merge with any other persons or make any investments, distribute dividends, or enter into any transactions which have material adverse effects on its business. The shareholders of Q&K E-Commerce also undertake that they will not transfer, pledge, or otherwise dispose of their equity interests in Q&K E-Commerce to any third party or create or allow any encumbrance on their equity interests. This agreement will remain effective until Q&K Investment Consulting or any third party designated by Q&K Investment Consulting has acquired all equity interest of Q&K E-Commerce from its shareholders.

Equity Pledge Agreement

Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce entered into an equity pledge agreement on April 21, 2015. Pursuant to the equity pledge agreement, each shareholder of Q&K E-Commerce has pledged all of its equity interest in Q&K E-Commerce to Q&K Investment Consulting to guarantee the performance by such shareholder and Q&K E-Commerce of their respective obligations under the exclusive technology service agreement, shareholder voting proxy agreements, and exclusive option agreement as well as their respective liabilities arising from any breach. If Q&K E-Commerce or any of its shareholders breaches any obligations under these agreements, Q&K Investment Consulting, as pledgee, will be entitled to

F-12

dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. Each of the shareholders of Q&K E-Commerce agrees that before its obligations under the contractual arrangements are discharged, he or she will not dispose of the pledged equity interests, create or allow any encumbrance on the pledged equity interests, or take any action which may result in any change of the pledged equity that may have material adverse effects on the pledgee’s rights under this agreement without the prior written consent of Q&K Investment Consulting. The equity pledge agreement will remain effective until Q&K E-Commerce and its shareholders discharge all their obligations under the contractual arrangements. The Company has completed the registration of the equity pledge with the relevant office of the Administration for Industry and Commerce in accordance with PRC Property Rights Law on April 30, 2015.

The Group believes that the contractual arrangements with the VIE are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

• revoke the business and operating licenses of the Company’s PRC subsidiaries and VIE;

• discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiaries and VIE;

• limit the Group’s business expansion in China by way of entering into contractual arrangements;

• impose fines or other requirements with which the Company’s PRC subsidiaries and VIE may not be able to comply;

• require the Company or the Company’s PRC subsidiaries or VIE to restructure the relevant ownership structure or operations; or

• restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance the Group’s business and operations in China.

The imposition of any of these penalties may result in a material adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIE or the right to receive their economic benefits, the Group would no longer be able to consolidate the financial results of the VIE.

These contractual arrangements allow the Group to effectively control Q&K E-commerce and its subsidiaries, and to derive substantially all of the economic benefits from them. Accordingly, the Group treats Q&K E-commerce and its subsidiaries as VIE. Because the Group is the primary beneficiary, the Group has consolidated the financial results of the VIE.

F-13

The following financial statement amounts and balances of the VIE and its subsidiaries were included in the accompanying consolidated financial statements after elimination of intercompany transactions and balances:

	As of September 30,
	2017		2018
	RMB		RMB		USD (Note 2)
ASSETS
Cash and cash equivalents		156,133		49,977		7,280
Restricted cash		2,000		15,000		2,185
Accounts receivable, net of allowance of nil as of September 30, 2017 and 2018		314		473		69
Amounts due from related parties		12,540		22,503		3,278
Prepaid rent and deposit		91,413		169,021		24,621
Advances to suppliers		26,309		13,514		1,969
Other current assets		38,488		113,835		16,582
Property and equipment, net		518,506		1,273,871		185,560
Intangible assets, net		1,252		1,073		156
Land use rights		11,307		11,021		1,605
Other assets		119		207		30
Total assets		858,381		1,670,495		243,335
Liabilities
Accounts payable		112,694		430,963		62,777
Amounts due to related parties		25,287		32,179		4,687
Deferred revenue		38,869		61,051		8,893
Short-term debt		123,678		132,048		19,235
Rental installment loans		734,313		1,108,097		161,413
Deposits from tenants		81,157		113,325		16,508
Accrued expenses and other current liabilities		51,102		87,468		12,741
Long-term debt		182,505		165,479		24,105
Long-term deferred rent		159,028		341,303		49,716
Total liabilities		1,508,633		2,471,913		360,075

	For the years ended September 30
	2017			2018
	RMB			RMB			USD (Note 2)
Net revenues		522,737			889,937			129,635
Net loss		(66,857	)		(251,555	)		(36,643	)

	For the years ended September 30
	2017			2018
	RMB			RMB			USD (Note 2)
Net cash provided by (used in) operating activities		(23,963	)		10,964			1,597
Net cash used in investing activities		(285,518	)		(515,360	)		(75,071	)
Net cash provided by financing activities		421,275			411,219			59,901

The consolidated VIEs contributed 100% of the Group’s consolidated revenues for the years ended September 30, 2017 and 2018. As of September 30, 2017 and 2018, the consolidated VIEs accounted for an aggregate of 76% and 94%, respectively, of the Group’s consolidated total assets, and 97% and 97%, respectively, of the Group’s consolidated total liabilities.

There are no consolidated assets of the VIE that are collateral for the obligations of the VIE and their subsidiaries and can only be used to settle the obligations of the VIE and their subsidiaries. There are no terms in

F-14

any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE were ever to need financial support, the Group may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE.

The Group believes that there are no assets held in the VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRC statutory reserves. As the VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 11 for disclosure of restricted net assets.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s consolidated financial statements include the useful lives and impairment of property and equipment, valuation allowance of deferred tax assets, share-based compensation, contingent earn-out liabilities, convertible redeemable preferred shares and Series A non-redeemable preferred shares.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less when purchased.

Restricted cash

Restricted cash mainly represents the Group’s deposits to the bank as a form of security with respect to the tenants’ repayment of rental installment loans. The cash held as deposits in the bank are not available to fund the general liquidity needs of the Group. See Lease accounting with tenants in Note 2.

Accounts receivable, net of allowance

Accounts receivable mainly consist of rental receivables, which are recognized and carried at the original invoice amount less an allowance for doubtful accounts. The Group establishes an allowance for doubtful accounts primarily based on the credit risk of specific customers.

Property and equipment, net

Property and equipment, net are stated at cost less accumulated depreciation and impairment losses. The renovations and interest cost incurred during construction are capitalized. Depreciation of property and equipment is provided using the straight-line method over their expected useful lives. The expected useful lives are as follows:

Leasehold improvements	Shorter of the lease term or their estimated useful lives
Buildings	40 years
Furniture, fixtures and equipment	5-8 years
Motor vehicles	8 years

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Construction in progress represents leasehold improvements under construction or being installed and is stated at cost. Cost comprises original cost of property and equipment, installation, construction and other direct costs. Construction in progress is transferred to leasehold improvements and depreciation commences when the asset is ready for its intended use.

Expenditures for repairs and maintenance are expensed as incurred. Gain or loss on disposal of property and equipment, if any, is recognized in the consolidated statements of comprehensive loss as the difference between the net sales proceeds and the carrying amount of the underlying asset.

Capitalization of interest

Interest cost incurred on funds used to construct leasehold improvements during the active construction period is capitalized. The interest capitalized is determined by applying the borrowing interest rate to the average amount of accumulated capital expenditures for the assets under construction during the period. Total interest expenses incurred were RMB59,452 and RMB92,836 for the years ended September 30, 2017 and 2018, respectively, out of which the capitalized amount were RMB9,226 and RMB13,078, respectively.

Intangible assets, net

Intangible assets consist primarily of purchased software and are amortized using the straight-line method over their expected useful lives. Total amortization expense to be recorded in the next five years are RMB330, RMB187, RMB178, RMB178 and RMB177, respectively.

Land use rights

Land use rights, which are all located in the PRC, are recorded at cost and amortized on a straight-line basis over the remaining term of the land certificates, which is between 30 to 50 years. Amortization expense of land use rights for the years ended September 30, 2017 and 2018 amounted to RMB143 and RMB286, respectively.

Impairment of long-lived assets

The Group evaluates its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss equal to the difference between the carrying amount and fair value of these assets.

The Group performed an impairment test of its long-lived assets associated with certain apartments due to the continued underperformance relative to the projected operating results, and recognized an impairment loss of RMB22,750 and RMB50,614 during the years ended September 30, 2017 and 2018, respectively. See Note 4.

Capital lease

Leases of leasehold improvements or furniture, fixtures and equipment that transfer to the Group substantially all of the risks and rewards of ownership by the end of the lease term are classified as capital leases. The leased assets and liability are measured initially at an amount equal to the lower of their fair value or the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under capital leases are apportioned between the finance expense and the reduction of the outstanding lease liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the lease liability.

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Contingent earn-out liabilities

The Group records contingent earn-out liabilities related to the EBITDA feature of Series C and Series C-1 convertible redeemable preferred shares at fair value. The Group measures the fair value of the contingent earn-out liabilities and records increases or decreases in its fair value as an adjustment to accumulated deficit. As of September 30, 2017 and 2018, the balance of contingent earn-out liabilities were RMB44,856 and RMB83,872, respectively. See Note 7.

Lease accounting with tenants

The Group sources apartments from landlords and converts them into standardized furnished rooms to lease to tenants seeking affordance residences in China. Revenues are primarily derived from the lease payments from its tenants and are recorded net of tax.

The Group typically enters into 26-month leases with its tenants, a majority of which have a lock-in period of 12 months or shorter. The lock-in period represents the term during which termination will result in the forfeiture of deposit, which is typically 1 or 2 months’ rent. The Group determines that the lock-in period is the lease term under ASC 840. Upon termination of leases, the Group returns unused portions of any prepaid rentals to the tenant within a prescribed period of time. Deposit can only be returned for termination after lock-in period. Monthly rent is fixed throughout the lease term and there is no rent-free period or rent escalations during the period. The Group determines all lease arrangements with tenants are operating leases since the benefits and risks incidental to ownership remains with the Group. Revenue is recognized on a straight-line basis starting from the commencement date stated in the lease agreements.

The cost amount for leasehold improvements and furniture, fixtures and equipment used in apartments were RMB1,222,639 and RMB512,597, respectively, the accumulated depreciation was RMB261,149 and RMB107,223, respectively and the impairment losses was RMB122,757 and RMB51,951, respectively as of September 30, 2018. Future rentals from outstanding leases that are within the lock-in period as of September 30, 2018 is RMB701,100.

Rental incentives

Tenants who prepay rent are entitled to rental discounts. Tenants who prepay rent of at least the first six months of the lease term can enjoy a 5% rental discount, and tenants who prepay at least the first twelve months of lease term rental can enjoy a 10% rental discount (subject to a RMB200 limit per month). Such incentives are only applicable during the lock-in period. The Group considers the rental discounts as a lease incentive and records it as a reduction in revenue on a straight line basis over the lease term. The Group recorded RMB61,227 and RMB61,317 of rental incentives for the years ended September 30, 2017 and 2018, respectively.

Rental installment loan arrangement

In order to encourage tenants to make advance payments, the Group cooperates with various financial institution partners to facilitate rental installment loans for its tenants, who apply for rental installment loans directly with these financial institutions. The financial institutions approve or decline the rental installment loans based on the tenants credit profile, and approval of the rental installment loans are not guaranteed to the tenants at lease inception. If the loans are approved by the financial institution partners, the proceeds, which represent the total rental payments for the period covered under the lease agreement, are remitted to the Group by way of the tenant’s entrustment. The proceeds would then be applied to the tenants’ rental payments on monthly basis. The Group records the entire prepayment as rental installment loans. Tenants repay the loan principal in monthly installments directly to the financial institutions which equals to the monthly rental payment. The Group pays installment loan interests on behalf of the tenants and recognizes such payments as interest expense in the consolidated statements of comprehensive loss.

The Group also provides guarantee to these financial institutions with respect to the tenants’ repayment of the loans. In the event that the tenants default on the repayment or early terminate the lease agreements, the

F-17

Group must return the remaining prepayments to the financial institutions within a prescribed period of time. Under the rental installment loan scheme, the Group has full control of the entire installment loan proceeds and the security deposits collected from the tenants at lease inception are usually sufficient to cover for the delinquent payments from default. As such, the Group determines that guarantee liability to be nil for the years ended September 30, 2017 and 2018.

Impact on cash flows

For rental installment loans received directly from financial institutions, the Group determines the substance of the arrangement as akin to a debt from its tenants, and as such, this portion was classified as a cash inflow from financing activities within the Group’s statements of cash flows. During the lease term, constructive receipts and disbursements are recognized on a monthly basis by recognizing the repayment of rental installment loans as a financing cash outflow and the receipt of monthly rental income as an operating cash inflow.

Rental prepayments received directly from tenants were recorded as deferred revenue in the consolidated balance sheets and classified as a cash inflow from operating activities.

Lease accounting with landlords

The Group leases apartments from landlords usually for a period of five to six years which may be extended for an additional three or two years at the discretion of the landlords. Since all the benefits and risks incidental to ownership remains with the landlord, the Group determines that these arrangements are operating leases. The Group typically negotiates a rent free period of 90-120 days and locks in a fixed rent for the first three years and approximately 5% annual, non-compounding increase for the rest of the lease period. As such, typically all leases with landlords contain rent holidays and fixed escalations of rental payments during the lease term. The Group determines the lease term under ASC 840 to include the years that can be early terminated by the landlords. The Group records total lease expense on a straight-line basis over the lease term and the difference between the straight-line lease expense and cash payments under the lease is recorded as deferred rent on the consolidated balance sheets. As of September 30, 2017 and 2018, deferred rent of RMB6,698 and RMB17,301 were recorded in accrued expenses and other current liabilities and RMB159,028 and RMB341,303 were recorded as long-term deferred rent, respectively.

Rental expense to the landlords recorded in consolidated statements of comprehensive losses were RMB426,801 and RMB755,380 for the years ended September 30, 2017 and 2018, respectively.

Value-added services and others

Value-added services and others primarily consists of fees received from the tenants from the Group’s provision of internet connection and utility services as part of the lease agreement. The service fees are fixed in the agreements and recognized on a monthly basis during the period of the lease term. The service fee are recognized on a gross basis as the Group has latitude in determining prices and bears inventory risks.

Pre-operation expenses

The Group expenses certain costs incurred in connection with apartment pre-operation activities, mainly including rental expenses and sourcing staff costs incurred before an apartment is ready for lease.

Selling and marketing expenses

Sales and marketing expenses consist primarily of online and offline marketing expenses, promotion expenses, staff costs of sales personnel and other related incidental expenses that are incurred indirectly to attract or retain tenants for the Group. Advertising expenses incurred were RMB8,826 and RMB35,270 for the years end September 30, 2017 and 2018, respectively.

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Research and development expenses

Research and development expenses include payroll expenses, employee benefits, and other headcount-related expenses associated with platform development and big data analysis to support the Group’s business operations.

Employee benefit expenses

As stipulated by the regulations of the PRC, full-time employees of the Group are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries. The total expenses the Group incurred for the plan were RMB4,989 and RMB17,953 for the years ended September 30, 2017 and 2018, respectively.

PRC value-added taxes and related taxes

The Group is subject to value-added taxes at the rate of 6%, 16% and 17%, education surtax and urban maintenance and construction tax, on the services provided in the PRC. Such taxes are primarily levied based on revenue at applicable rates and are recorded as a reduction of revenues.

Income taxes

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Group follows the asset and liability method of accounting for income taxes.

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 determination, the management considers 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 balance sheet and under other expenses in its consolidated statement of comprehensive loss. As of September 30, 2017 and 2018, the Group did not have any significant unrecognized uncertain tax positions.

Foreign currency translation

The reporting currency of the Group is the Renminbi (“RMB”). The functional currency of the Group’s entities incorporated in Cayman Islands, the United States and Hong Kong is the United States dollar (“US

F-19

dollar”) and the functional currency of the Group’s PRC subsidiaries is RMB. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into 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 the functional currency at the applicable rates of exchange prevailing on the day transactions occurred. Transaction gains and losses are recognized in the consolidated statements of comprehensive loss.

Assets and liabilities are translated into RMB at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive loss in the consolidated statements of comprehensive loss.

The financial records of the Group’s subsidiaries are maintained in local currencies, which are the functional currencies.

Convenience translation

The Group’s business is primarily conducted in the PRC and all of the revenues are denominated in RMB. The financial statements of the Group are stated in RMB. Translations of balances in the consolidated balance sheet, and the related consolidated statements of operations, shareholders’ equity and cash flows from RMB into US dollars as of and for the year ended September 30, 2018 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB 6.8650, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 28, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate June 28, 2019, or at any other rate.

Concentration of credit risk

Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, account receivables and amounts due from related parties.

All of the Group’s cash and cash equivalents and restricted cash are held with financial institutions that Group management believes to be high credit quality. The Group conducts credit evaluations on its tenants and generally require deposits as collateral. The Group periodically evaluates the creditworthiness of the existing tenants in determining an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

Fair value

The Group defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

F-20

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Group’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, amounts due from related parties, accounts payable, amounts due to related parties, short-term debt, rental installment loans, deposits from tenants, other current liabilities, long-term debt and contingent earn-out liabilities

The following table summarizes the fair value of the Group’s financial assets and liabilities that are accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of September 30, 2017 and 2018:

				Fair Value Measurements at Reporting Date Using
Years Ended September 30,	Description	Fair Value as of September 30 RMB		Quoted Prices in Active Markets for Identical Assets (Level 1) RMB	Significant Other Observable Inputs (Level 2) RMB	Significant Unobservable Inputs (Level 3) RMB		Total Gain (Loss) for the Year RMB
2017	Contingent earn-out liabilities		44,856				44,856		(5,165	)
2018	Contingent earn-out liabilities		83,872				83,872		6,164

The Group determines the fair value with the help from third party professional valuation specialists, and the assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. Key inputs in determining the fair value of the contingent earn-out liabilities include assumptions such as operating income, operating cost, number of new apartments acquired, probabilities of qualified IPO, etc., and changes in these assumptions would affect the number and value of future additional shares to be issued. Contingent earn-out liabilities are classified in Level 3 of the valuation hierarchy. See Note 7.

The following table presents the Group’s assets measured at fair value on a non-recurring basis for the years ended September 30, 2017 and 2018:

				Fair Value Measurements at Reporting Date Using
Years Ended September 30,	Description	Fair Value for Years Ended September 30 RMB		Quoted Prices in Active Markets for Identical Assets (Level 1) RMB	Significant Other Observable Inputs (Level 2) RMB	Significant Unobservable Inputs (Level 3) RMB		Total Loss for the Year RMB
2017	Property and equipment		105,689				105,689		22,750
2018	Property and equipment		103,399				103,399		50,614

Fair value of the property and equipment impairment testing was determined by the Group based on the income approach using the discounted cash flow associated with the underlying assets, which incorporated

F-21

certain assumptions including projected rooms’ revenue, growth rates and projected operating costs based on current economic condition, expectation of management and projected trends of current operating results. As a result, the Group has determined that the majority of the inputs used to value its property and equipment are unobservable inputs that fall within Level 3 of the fair value hierarchy. The revenue growth rate and the discount rate were the significant unobservable inputs used in the fair value measurement, which were 2% and 11%, respectively, for the years ended September 30, 2017 and 2018, respectively.

As a result of reduced expectations of future cash flows from certain leased apartments, the Group determined that the property and equipment was not fully recoverable and consequently recorded an impairment charge of RMB22,750 and RMB50,614 for the years ended September 30, 2017 and 2018, respectively.

The financial instruments including cash and cash equivalents, restricted cash, account receivables, amounts due from related parties, account payables, amounts due to related parties, short-term debt, rental installment loans, deposits from tenants, other liabilities, are carried at cost which approximates their fair value due to the short-term nature of these instruments. The long-term debt approximates their fair values, because the bearing interest rate approximates market interest rate, and market interest rates have not fluctuated significantly since the commencement of loan contracts signed.

Share-based compensation

The Group recognizes share-based compensation in the consolidated statements of comprehensive loss based on the fair value of equity awards on the date of the grant, with compensation expenses recognized over the period in which the grantee is required to provide service to the Group in exchange for the equity award. Vesting of certain equity awards are based on the completion of initial public offering (“IPO”) and has a continued employment provision for a period of time following the grant date. The share-based compensation expenses have been categorized as either general and administrative expenses, research and development expenses or selling and marketing expenses, depending on the job functions of the grantees. For the years ended September 30, 2017 and 2018, the Group recognized share-based compensation expenses of RMB775 and RMB2,252, respectively, in general and administrative expenses.

Losses per share

Basic loss per share are computed by dividing net loss attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period.

The Group’s preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group uses the two-class method of computing earnings per share. For the years ended September 30, 2017 and 2018, two-class method was not applicable as the Group had a net loss while the preferred shares do not have contractual obligations to share in the losses of the Group.

Diluted loss per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Ordinary share equivalents are excluded from the computation in income periods should their effects be anti-dilutive. The Group had convertible redeemable and non-redeemable preferred shares and share options, which could potentially dilute basic earnings per share in the future. To calculate the number of shares for diluted loss per share, the effect of the convertible redeemable and non-redeemable preferred shares and share options is computed using the two-class method or the as-if converted method, whichever is more dilutive.

Segment reporting

The Group uses management approach to determine operation segment. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (‘‘CODM’’) for making decisions, allocation of resource and assessing performance.

F-22

The Group’s CODM has been identified as the 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 operating segment.

The Group’s long-lived assets are all located in the PRC and all of the Group’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer. The new disclosure requirements will provide information about the nature, amount, timing and uncertainty of revenue and cash flows from revenue contracts with customers. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017.

The new revenue standards may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with the cumulative effect recognized as of the date of initial application (the modified retrospective method). The Group as an emerging growth company (“EGC”) has elected to adopt the new revenue standard as of the effective date applicable to nonissuers and will implement the new revenue standard for the year ending September 30, 2020 using the modified retrospective method. The Group is in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements and currently does not expect the adoption will have significant effects on the Group’s revenue recognition practices, financial positions, results of operations or cash flows.

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 final periods within those fiscal years. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-10 Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842), Targeted Improvements. ASU No. 2018-10 affects narrow aspects of the guidance issued in the amendments in Update 2016-02 and ASU No. 2018-11 allows for an additional optional transition method where comparative periods presented in the financial statements in the period of adoption will not be restated and instead, companies will recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Group is an EGC and has elected to adopt the new leasing standard as of the effective date applicable to nonissuers and will implement the new leasing standard on October 1, 2020. The Group is in the process of evaluating the impact of adoption of this guidance on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments. This ASU provides more useful information about expected credit losses to financial statement users and changes how entities will measure credit losses on financial instruments and timing of when such losses should be recognized. This ASU is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-

F-23

retrospective approach). The Group is an EGC and has elected to adopt the new standard as of the effective date applicable to nonissuers and will implement the new standard on October 1, 2020. The Group is in the process of evaluating the impact on its consolidated financial statements upon adoption.

In August 2018, the FASB released ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements. The provisions of ASU 2018-13 are to be applied using a prospective or retrospective approach, depending on the amendment, and are effective for interim periods and fiscal years beginning after October 1, 2020, with early adoption permitted. The Group is still evaluating the impact of adopting ASU 2018-13.

3. OTHER CURRENT ASSETS

	As of September 30,
	2017		2018
Other receivables		2,956		24,453
Value added tax		39,162		93,992
Total		42,118		118,445

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	For the years ended September 30
	2017			2018
Cost:		923,880			1,797,164
Buildings		40,167			40,167
Leasehold improvements		621,836			1,222,639
Furniture, fixtures and equipment used in apartments		249,964			512,597
Vehicle		444			1,710
Office furniture, fixtures and equipment		11,469			20,051
Less: Accumulated depreciation		(247,413	)		(378,488	)
Less: Impairment		(129,464	)		(174,708	)
Construction in progress		31,328			76,854
Property and equipment, net		578,331			1,320,822

Depreciation expenses were RMB 101,473, and RMB 151,543 for the years ended September 30, 2017 and 2018, respectively.

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5. DEBT

The short-term and long-term debt as of September 30, 2017 and 2018 were as follows:

	As of September 30,
	2017		2018
Short-term debt:
Short-term bank borrowings(1)		9,000		60,000
Long-term bank borrowings, current portion(1)		108,131		56,087
Capital lease payable, current portion(2)		6,547		15,961
Subtotal		123,678		132,048
Long-term debt:
Long-term bank borrowings, non-current portion(1)		132,263		76,176
Capital lease payable, non-current portion(2)		26,242		65,303
Other long term payable(3)		24,000		24,000
Subtotal		182,505		165,479
Total		306,183		297,527

(1) Bank borrowings

On September 26, 2016, the Group entered into a three-year revolving bank credit facility with Shanghai Huarui Bank (the “SHRB”) under which the Group can draw-down up to RMB300,000 by September 26, 2019. The interest rate for this credit facility was determined on the draw-down date. The weighted average interest rate for borrowings drawn under such credit facility was 6.7% and 7.5% per annum for the years ended September 30, 2017 and 2018. The credit facility is collateralized by future cash flows generated by rental service revenue of certain rental units of the Group.

On March 3, 2017, the Group entered into a one-year loan contract with Lujiazui International Trust Company Ltd. under which the Group borrowed RMB10,000. The interest rate for the loan was fixed at 8% per annum and the loan was collateralized by future cash flows generated by rental service revenue of certain rental units of the Group.

On June 19, 2017, the Group entered into a financing service contract with Shanghai Xiangzi Financial Information Service Company. Ltd., under which Shanghai Xiangzi Financial Information Service Company recommends individual investors to the Group and the Group can revolving draw-down up to RMB8,000 under this arrangement by September 19, 2018. The interest rate for the loan was fixed at 10% per annum. The loan with individual investors is collateralized by future cash flows generated by rental service revenue of certain rental units of the Group.

On June 13, 2017, the Group entered into a 10-year bank loan contract with China Merchants Bank under which the Group borrowed RMB17,210 to purchase buildings for administration office purposes. The loan was collateralized by the buildings purchased under this loan contract. The weighted average interest rate of the loan was 5.36% per annum for the years ended September 30, 2017 and 2018.

On February 23, 2018, the Group entered into a one-year bank revolving loan contract with China CITIC Bank under which the Group can draw-down up to RMB150,000 by June 2019. The interest rate for this credit facility was determined on the draw-down date and the credit facility was collateralized by future cash flows generated by rental service revenue of certain rental units of the Group. The weighted average interest rate of borrowings drawn under this agreement was 5.94% for the year ended September 30, 2018.

F-25

(2) Capital lease payable

Certain leasehold improvements or furniture, fixtures and equipment used in apartments are held under capital lease arrangements, with aggregate initial value of RMB42,735 and RMB91,261 and carrying value of RMB27,155 and RMB70,339 as of September 30, 2017 and 2018 respectively.

Future minimum lease payments required under the capital lease arrangements are as follows:

	September 30, 2018
2019		21,853
2020		21,333
2021		20,811
2022		20,303
2023		13,542
		97,842
Less payment amount allocated to interest		16,578
Present value of capital lease obligation		81,264
Current portion of capital lease obligation		15,961
Long-term portion of capital lease obligation		65,303
		81,264

(3) Other long term payable

Amount represents loans from certain third party entities with no fixed term at an annual interest rate of 5%.

6. OPERATING COSTS

Operating costs include all direct costs incurred in the operation of the leased properties.

	For the years ended September 30,
	2017		2018
Rental cost		414,217		664,732
Depreciation expenses		97,595		145,768
Personnel cost		15,511		21,092
Cost for value-added services and others		20,295		66,367
Total		547,618		897,959

7. PREFERRED SHARES

Before the Reorganization in May 2015, there were RMB4,000, RMB10,000 and RMB30,000 equity interests in Q&K Fashion that were subscribed by shareholders during February 2012, August 2013 and February 2014, respectively (collectively “Series A equity with preference rights”). As part of the Reorganization, the Company issued 255,549,510 Series A non-redeemable preferred shares, all in the same proportions, to its Series A equity with preference rights shareholders in exchange for their original equity interest in Q&K Fashion. The preference rights given to the shareholders of Series A-1, A-2 and A-3 non-redeemable preferred shares were substantially the same. The Group treated the issuance of Series A non-redeemable preferred shares as a new issuance and an extinguishment of the equity interest with preference rights existing before the Reorganization as the legal form between the two were different and the preference rights received were substantially different before and after the Reorganization leading to material changes in its fair value. As Series A non-redeemable

F-26

preferred shares were issued as part of the Reorganization with no cash consideration, the Company accounted for the difference between the fair value of the Series A non-redeemable preferred shares and the carrying value of the Series A equity with preference rights as deemed dividends to shareholders, and charged it against additional paid-in capital upon Reorganization.

In May 2015, the Company issued 160,000,000 series B convertible redeemable preferred shares at the price of US$0.125 per share to certain investors with a total consideration of US$20,000. The cash proceeds received was US$20,000, net of issuance costs of nil.

In July 2017, the Company issued an aggregate number of 120,000,000 series C convertible redeemable preferred shares at the price of US$0.25 per share to certain investors with a total consideration of US$30,000. The cash proceeds received was US$28,200, net of issuance costs of US$1,800.

In March 2018, the Company issued an aggregate number of 103,500,000 series C-1 convertible redeemable preferred shares at the price of US$0.29 per share to certain investors with a total consideration of US$30,000. The cash proceeds received was US$28,900, net of issuance costs of US$1,100.

The significant terms of Series A non-redeemable preferred shares, Series B convertible redeemable preferred shares, Series C convertible redeemable preferred shares, and Series C-1 convertible redeemable preferred shares (collectively the “Preferred Shares”) are summarized as follows:

Voting

The holders of the Preferred Shares shall vote together as one class on all resolutions. The holder of Preferred Shares has the number of votes as equal to the number of Class A ordinary shares then issuable upon their conversion into Class A ordinary shares.

Redemption rights

- Series B convertible redeemable preferred shares

At the request of the holders of Series B convertible redeemable preferred shares, the convertible redeemable preferred shares are redeemable at any time when the Company fails to complete a qualified IPO by the fourth anniversary of the Series B shares issue date or an IPO approval event occurs (i.e. the Series B shareholder becomes aware that the IPO will be subject to government approval and is not resolved within a set time period by written request of the Series B shareholder), at a redemption price at least equal to the higher of the subscription price plus an amount that gives a compounded annualized return of 12% per annum or the fair market value of such shares plus any and all declared but unpaid dividends.

- Series C/C-1 convertible redeemable preferred shares

At the request of the holders of Series C/C-1 holders of convertible redeemable preferred shares, the convertible redeemable preferred shares are redeemable at any time when the Company fails to complete a qualified IPO by June 30, 2021 or any material breach of the Transaction Documents (which includes the Shareholders’ Agreement and Amended and Restated Memorandum and Articles of Association) or a put notice is delivered by other series holders of the preferred shares, at a redemption price at least equal to the higher of the subscription price plus an amount that gives a compounded annualized return of 15% per annum or the fair market value of such shares plus any and all declared but unpaid dividends.

There are no redemption preference rights for holders of Series A non-redeemable preference shares.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, Series C/C-1, B and A preference shareholders shall be entitled to receive, prior to the holders of the ordinary shares, at the amount representing the full subscription

F-27

price plus an amount that gives a compounded annualized return of 15%, 12% and nil respectively, of the subscription price plus all declared but unpaid dividends.

The liquidation preference is exercised in the sequence of Series C/C-1 convertible redeemable preferred shares, Series B convertible redeemable preferred shares and Series A non-redeemable preferred shares.

After distribution in full to the above preference shareholders, the remaining assets and funds of the Group that is legally available for distribution to the shareholders shall be distributed ratably amongst them in proportion to the number of ordinary shares held by them (on an as-converted basis).

In the event of any dissolution or winding up of the Group, sale, transfer, license, pledge or otherwise disposal of all, or substantially all, of the Company’s assets, changes in the control of the Company or invalidation/termination of the VIE Agreements (collectively “Deemed Liquidation Event”), the liquidation sequence and preference amount is also the same as above.

Conversion

Each preferred share shall be convertible, at the option of the holder thereof, at any time into Class A ordinary shares. All outstanding Preferred Shares shall automatically be converted into Class A ordinary shares without the payment of any additional consideration, based on the then effective conversion rate at the time immediately upon (a) the occurrence of the qualified IPO, or (b) with respect to the Series A non-redeemable preferred shares, when specified by written consent or agreement of the holders of at least two thirds of Series A preferred shares or (c) with respect to the Series B redeemable preferred shares, when specified by written consent or agreement of holders of at least two thirds of Series B preferred shares.

Dividends

The holders of the Preferred Shares and ordinary shares are entitled to the dividend pari passu based on the number of shares they own on an as-converted basis once a dividend is authorized.

EBITDA performance targets for Series C and Series C-1 convertible redeemable preferred shares (the “EBITDA feature”)

Along with the issuance of Series C and Series C-1 convertible redeemable preferred shares, the Group contemporaneously entered into agreements with its holders of Series C and Series C-1 convertible redeemable preferred shares on July 26, 2017 and March 16, 2018, respectively, pursuant to which for both share issuances, an EBITDA performance target were established. If EBITDA targets are exceeded, the preferred shareholders must give back a portion of its shareholding based on a pre-agreed formula to the managers of the Group as incentives with no additional consideration. If expected EBITDA targets are not met, the preferred shareholders were entitled to additional shareholding at par value based on a pre-agreed formula to make up for the dissatisfaction in EBITDA targets. If the Group is successful in completing a qualified IPO by December 31, 2019, the EBITDA feature is fully waived.

The Group believed that it was not probable EBITDA targets will be satisfied. The EBITDA feature is recorded separately as a contingent earn-out liability at fair value in the consolidated balance sheets as it met the definition of a freestanding financial instrument liability under ASC 480. At initial measurement, the Group allocated the proceeds from the issuance of Series C and C-1 convertible redeemable preferred shares to the fair value of contingent earn-out liabilities, with the remaining being allocated to Series C and C-1 convertible redeemable preferred shares. The contingent earn-out liabilities is re-measured at each period-end, with the changes in the fair value recorded as an adjustment to earnings. See Note 2.

F-28

Accounting for preferred shares

Given the key terms described above, the Group classified Series B, Series C, and Series C-1 convertible redeemable preferred shares as mezzanine equity. Series B convertible redeemable preferred shares were recorded at fair value on the issuance date whereas in the case for Series C and Series C-1 convertible redeemable preferred shares, the residual proceeds after allocation to the contingent earn-out liabilities were recorded at issuance date. The Group has determined that there were no beneficial conversion features (“BCF”) attributable to these shares as effective conversion price was higher than the fair value of the ordinary shares on the commitment date. The Group determined the fair value of ordinary shares with the assistance of an independent third party valuation firm.

Holders of Series A non-redeemable preferred shares cannot trigger or otherwise require the Group to go through a Deemed Liquidation Event through either a representation on the Board of Directors or through other rights. Accordingly, given that there are no redemption or substantive liquidation preference rights for these preferred shareholders, Series A non-redeemable preferred shares were classified as permanent equity.

Except for Series A non-redeemable preferred shares, the Group accretes changes in the redemption value over the higher of the i) subscription price plus a pre-determined compounded annualized return set forth in the agreement and ii) fair market value. Changes in the redemption value are considered to be changes in accounting estimates. The accretion is recorded as deemed dividends to shareholders, and by charges against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges should be recorded by increasing the accumulated deficit.

The following is the roll forward of the carrying amounts of mezzanine equity for the years ended September 30, 2017 and 2018, respectively:

	RMB
Balance as of October 1, 2016		157,200
Issuance of Series C convertible redeemable preferred shares to investors		152,583
Accretion on Series B convertible redeemable preferred shares to redemption value		4,704
Accretion on Series C convertible redeemable preferred shares to redemption value		54,059
Balance as of September 30, 2017		368,546
Issuance of Series C-1 convertible redeemable preferred shares to investors		139,952
Accretion on Series B convertible redeemable preferred shares to redemption value		43,818
Accretion on Series C convertible redeemable preferred shares to redemption value		29,038
Accretion on Series C-1 convertible redeemable preferred shares to redemption value		62,689
Balance as of September 30, 2018		644,043

The following is the roll-forward of the carrying amounts of the contingent earn-out liability for the years ended September 30, 2017 and 2018, respectively:

	RMB
Balance as of October 1, 2016		—
Increase in accordance with Series C convertible redeemable preferred shares issuance		39,691
Fair value change included in earnings		5,165
Balance as of September 30, 2017		44,856
Increase in accordance with Series C-1 convertible redeemable preferred shares issuance		45,180
Fair value change included in earnings		(6,164	)
Balance as of September 30, 2018		83,872

F-29

8. SHARE-BASED COMPENSATION

The Company utilized Yijia Inc., a company controlled by the Founder as a vehicle to hold shares that will be used to provide incentives and rewards to employees and executives who contribute to the success of the Company’s operations. According to the Group’s board resolutions, in July 2017 and March 2018, 86 million shares were reserved to Yijia Inc. Yijia Inc. has no activities other than administrating the incentive program and does not have any employees. On behalf of the Group and subject to approvals from the board or directors, the Founder has the authority to select eligible participants to whom equity awards will be granted; determine the number of shares covered; and establish the terms, conditions and provision of such awards. The board resolutions allow the grantees to hold options to purchase from the Yijia Inc. the equity shares of the Company.

All the share information disclosed in this section refers to the shares of the Group the grantees are entitled through Yijia Inc. shares. The related expenses are reflected in the Group’s consolidated financial statements as share-based compensation expenses with an offset to additional paid-in capital. Given the shares owned by Yijia Inc. for the purpose of the incentive program are existing and outstanding shares of the Group, the options do not have any dilution effect on the loss per share (see Note 9).

Stock Option A

On August 31, 2014, April 21, 2016, October 17, 2016 and October 18, 2016, the Group granted an aggregate number of 26.86 million share options to certain management, employees and non-employees of the Group. Under the plan, the exercise price was US$0.31 (RMB2.00) per share and vests 50% on the first and second anniversary after the IPO date. All grantees were restricted from transferring more than 25% of its total converted ordinary shares each year after the exercise date. Given the vesting was contingent on the IPO, no share-based compensation expense is recognized until the date of the IPO.

Stock Option B

On July 31, 2017, the Group granted 43.14 million share options to management and employees of the Group. The options vested immediately upon the grant date and the exercise price were US$0.31 (RMB2.00) per share. All grantees were restricted from transferring its converted ordinary shares during certain periods subsequent to the IPO date (the “lock-up period”). If the grantee resigned from the Group before the IPO or during the lock-up period, the Group has the right to repurchase the share options or ordinary shares at the exercise price. The Group believes that the repurchase feature is effectively to require the employee to remain throughout the requisite period in order to receive any economic benefit from the award. As such, the repurchase feature functions as a vesting condition that is contingent on the IPO. No share-based compensation expense is recognized until the date of the IPO.

Binomial options pricing model was applied in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. The estimated fair value of the ordinary shares, at the option grants, was determined with assistance from an independent third party valuation firm. The Group’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares.

The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented:

	April 2016			October 2016			July 2017
Risk-free rate of return		3.18	%		3.18	%		3.21	%
Contractual life of option		10 years			10 years			8.4 years
Estimated volatility rate		37	%		37	%		35	%
Expected dividend yield		0	%		0	%		0	%
Fair value of underlying ordinary shares	US$	0.03		US$	0.04		US$	0.05

F-30

A summary of option activity during the year ended September 30, 2017 and 2018 is presented below:

	Number of Options		Exercise Price RMB		Remaining Contractual Life		Intrinsic value of options RMB
Outstanding, as of October 1, 2016		26,450,000		2		7.92		—
Granted		43,550,000		2		—
Forfeited		—		—		—
Outstanding, as of September 30, 2017		70,000,000		2		8.73		—
Granted		—		—		—
Forfeited		—		—		—
Outstanding, as of September 30, 2018		70,000,000		2		7.73		—
Vested or expected to vest as of September 30, 2018		70,000,000		2		7.73		—

The Group recognized the compensation cost for the stock options on a straight line basis.

For the years ended September 30, 2017 and 2018, the Group recorded compensation expenses of RMB nil for the stock options granted.

Restricted Share Units (“RSU”)

In 2017, the Group issued 15.99 million RSU to a consulting company, of which 5.2 million RSU vested immediately upon grant, and the Group has the right to repurchase the remaining 10.79 million RSU anytime at its discretion with nominal price before certain dates (“repurchase rights”). The Group determined RSU with repurchase rights are not considered issued until the expiration of such rights. At each of the expiration dates, the corresponding RSU are considered issued and vested immediately, and a measurement date has been reached.

Under such arrangement, the Group recorded 2.6 million, 2.6 million and 2.8 million RSU at the measurement date fair value of US$0.05, US$0.06 and US$0.10 on March 16, 2017, November 12, 2017 and April 1, 2018, respectively.

The fair value of RSU was determined by reference to the fair value of ordinary shares of the Group and was appraised by an independent valuation firm.

The total expenses recognized in the consolidated statements of comprehensive loss for the aforementioned RSUs granted were RMB775 and RMB2,252 respectively for the years ended September 30, 2017 and 2018.

9. LOSSES PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the years indicated:

	For the years ended September 30,
	2017			2018
Numerator:
Net loss attributable to Q&K International Group Limited		(245,475	)		(499,859	)
Deemed dividend		(58,763	)		(135,545	)
Net loss attributable to ordinary shareholders—basic and diluted		(304,238	)		(635,404	)
Denominator:
Weighted average ordinary shares outstanding—basic and diluted		354,861,449			409,403,915
Net loss per share—basic and diluted		(0.86	)		(1.55	)

F-31

For the years ended September 30, 2017 and 2018, assumed conversion of the Preferred Shares or share options have not been reflected in the calculation of diluted net loss per share as their inclusion would have been anti-dilutive.

As described in Note 7, the Preferred Shares shall automatically convert into ordinary shares on a one-for-one basis immediately prior to the consummation of a qualified IPO. Accordingly, the Group has included the following unaudited pro forma financial information.

The unaudited pro forma consolidated balance sheets have been prepared as if the conversion of Preferred Shares into ordinary shares and extinguishment of contingent earn-out liabilities occurred on September 30, 2018. The unaudited pro forma net loss per share for the year ended September 30, 2018 giving effect to (1) the exclusion of the fair value change of contingent earn-out liabilities during the year ended September 30, 2018, and (2) the conversion of the convertible redeemable preferred shares and non-redeemable preferred shares into ordinary shares as if the conversion occurred as of October 1, 2017 or the issuance date (if issued within the year ended September 30, 2018), is as follows:

	For the year ended September 30,
	2018
Numerator:
Net loss attributable to ordinary shareholders		(635,404	)
Add: Deemed dividend		135,545
Contingent earn-out liabilities*		(6,164	)
Net loss attributable to ordinary shareholders for computing unaudited pro forma basic and diluted net loss per share		(506,023	)
Denominator:
Weighted average ordinary shares outstanding—basic and diluted		409,403,915
Add: Unaudited pro forma adjustments to reflect assumed conversion of Preferred Shares		588,008,414
Unaudited pro forma weighted-average ordinary shares outstanding—basic and diluted		997,412,329
Unaudited pro forma net loss per share—basic and diluted		(0.51	)

* the amount has been revised from previously issued financial statements to exclude the effect of RMB 44,856 gain from assumed extinguishment of contingent earn-out liabilities.

10. INCOME TAXES

Cayman Islands

Under the current laws of the Cayman Islands, the Company, Q&K International Group Limited is not subject to tax on income or capital gain.

Hong Kong

QingKe (China) Limited is subject to Hong Kong profit tax at a rate of 16.5%. No Hong Kong profit tax has been provided as the Group has not had assessable profit that was earned in or derived from Hong Kong during the years presented.

United States of America

The Group’s subsidiary in the U.S. is registered in the state of Delaware and is subject to U.S. federal corporate marginal income tax rate of 21% and state income tax rate of 8.7% respectively.

F-32

PRC

Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), which was effective from January 1, 2008, domestically-owned enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%.

Tax expense is comprised of the following:

	For the Years Ended September 30,
	2017		2018
Current tax		596		2,393
Deferred tax		—		—
Total		596		2,393

A reconciliation between the effective income tax rate and the PRC statutory income tax rate are as follows:

	For the Years Ended September 30,
	2017			2018
PRC statutory tax rate		25.0	%		25.0	%
Tax effect of other expenses that are not deductible in determining taxable profit		(1.7	%)		(1.2	%)
Effect of change in valuation allowance		(23.1	%)		(24.3	%)
Effective tax rate		(0.2	%)		(0.5	%)

The principal components of the Group’s deferred income tax assets as of September 30, 2017 and 2018 are as follows:

	As of September 30,
	2017			2018
Deferred tax assets:
Net losses carryforward		46,934			103,403
Other accrued expenses		64,581			124,441
Advertising expenses		741			5,347
Valuation allowance		(112,256	)		(233,191	)
Total deferred tax assets		—			—

Movement of the valuation allowance is as follows:

Balance as of September 30, 2016	54,574
Addition	57,682
Write off	—
Balance as of September 30, 2017	112,256
Addition	120,935
Write off	—
Balance as of September 30, 2018	233,191

For the years ended September 30, 2017 and 2018, valuation allowance of RMB112,256 and RMB233,191 were provided, respectively. 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

F-33

statutory carryforward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more likely than not threshold. The Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carryforward periods provided for in the tax law.

As of September 30, 2018, the Group had tax loss carryforwards of RMB103,403 which will expire between 2019 and 2023 if not used.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100 is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. The Group’s PRC subsidiaries are therefore subject to examination by the PRC tax authorities from 2014 through 2018 on non-transfer pricing matters, and from 2009 through 2018 on transfer pricing matters.

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 Company 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 September 30, 2017 and 2018.

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 VIE without significant tax costs. As such, the Group does not accrue deferred tax liabilities on the earnings of the VIE given that the Group will ultimately use the means.

Aggregate undistributed earnings of the Group’s PRC subsidiaries and VIE that are available for distribution was not material as of September 30, 2017 and 2018.

11. STATUTORY RESERVES AND NET RESTRICTED ASSETS

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the VIE and subsidiaries of the VIE incorporated in PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The consolidated results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

Under PRC law, the Company’s subsidiaries and consolidated VIEs located in the PRC (collectively referred as the (“PRC entities”) are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. The PRC entities are required to allocate at least 10% of their after tax profits on an individual company basis as determined under PRC accounting standards to

F-34

the statutory reserve and has the right to discontinue allocations to the statutory reserve if such reserve has reached 50% of registered capital on an individual company basis. In addition, the registered capital of the PRC entities is also restricted.

Amounts restricted including paid-in capital and statutory reserve funds as determined pursuant to PRC Laws were RMB619,140 and RMB942,440 as of September 30, 2017 and 2018 respectively.

12. RELATED PARTY TRANSACTIONS AND BALANCES

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

The following entities are considered to be related parties to the Group. The related parties mainly act as service providers and service recipients to the Group. The Group is not obligated to provide any type of financial support to these related parties.

Related Party	Relationship with the Group
Shanghai Yijia Chuangye Investment Center LLP (“Yijia Chuangye”)	An entity controlled by Founder and CEO of the Group
Shanghai Laiguan Property Management Co., Ltd. (“Laiguan”)	An entity controlled by certain management of the Group
Shanghai Q&K Fashion Life Co., Ltd. (“Q&K Fashion”)	An entity controlled by Founder and CEO of the Group
Shanghai Qingke Robot Technology Co., Ltd. (“Robot”)	An affiliate of Founder and CEO of the Group
Shanghai Yijia Property Management Co., Ltd. (“Yijia Property”)	An entity controlled by certain shareholders of the Group
Shanghai Xulong Trading Co., Ltd. (“Xulong”)	An entity controlled by the parents of Founder and CEO of the Group
Shanghai Youzhen Information Technology Co., Ltd. (“Youzhen”)	An entity controlled by the parents of Founder and CEO of the Group
Shanghai Qingji Property Management Co., Ltd. (“Qingji”)	An entity controlled by certain management of the Group

The Group entered into the following transactions with its related parties:

For the years ended September 30, 2017 and 2018, services provided by the related parties were RMB91,912 and RMB210,963, respectively:

	For the Years Ended September 30,
	2017		2018
Purchases of property and equipment from Xulong		6,040		77,676
Labor outsourcing service expense to Laiguan		35,947		48,861
Labor outsourcing service expense to Qingji		—		19,258
Value-added service cost to Robot		3,266		42,352
Storage and logistic service expense to Xulong		6,218		14,298
Marketing service expense to Xulong		—		8,364
Research and development expense to Robot		40,441		154
Total		91,912		210,963

F-35

As of September 30, 2017 and 2018, amounts due from related parties were RMB12,541 and RMB22,505, respectively, and details are as follows:

	As of September 30,
	2017		2018
Robot(i)		—		8,969
Q&K Fashion(ii)		8,000		7,978
Yijia Chuangye(ii)		4,400		4,400
Laiguan		—		988
Youzhen		97		125
Others		44		45
Total		12,541		22,505

(i) The Group paid advances to Robot for providing value-added services.

(ii) Represents related party loans to Yijia Chuangye and Q&K Fashion, which were interest free and payable on demand.

As of September 30, 2017 and 2018, amounts due to related parties were RMB25,297 and RMB32,219, respectively, and details are as follows:

	As of September 30,
	2017		2018
Xulong		4,057		31,470
Yijia Property		409		749
Robot		20,629		—
Laiguan		202		—
Total		25,297		32,219

13. COMMITMENTS AND CONTINGENCIES

(a) Operating lease commitments

The Group has entered into lease agreements for properties which it operates. Such leases are classified as operating leases. Future minimum lease payments under non-cancellable operating lease agreements at September 30, 2018 were as follows:

2019	947,047
2020	942,742
2021	880,325
2022	894,500
2023	906,448
Thereafter	2,158,559
Total	6,729,621

(b) Purchase Commitments

As of September 30, 2018, the Group’s commitments related to leasehold improvements and installation of equipment for RMB58,925, which is expected to be incurred within one year.

F-36

(c) Contingencies

The Group is subject to periodic 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.

14. SUBSEQUENT EVENTS

The Group evaluated subsequent events through June 28, 2019, the date on which these financial statements were issued.

During June 2019, the Group has issued an additional 273,360,850 Series C-2 preferred shares to the same holder of Series C-1 convertible redeemable preferred shares for a total cash consideration of US$83,250. The key terms are similar to that of Series C/C-1 convertible redeemable preferred shares as stated in Note 7.

F-37

ADDITIONAL FINANCIAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

Q&K INTERNATIONAL GROUP LIMITED FINANCIAL INFORMATION FOR PARENT COMPANY

CONDENSED BALANCE SHEETS

(Renminbi in thousands, except share data and per share data, unless otherwise stated)

	As of September 30,
	2017			2018			2018
	RMB			RMB			USD Note 4
Assets
Cash and cash equivalents		206,310			49,880			7,266
Other receivables, deposits and other assets		1			1			—
Amounts due from subsidiaries and consolidated VIEs		1			344,580			50,194
Total assets		206,312			394,461			57,460
Liabilities
Accrued expenses and other current liabilities		6,722			6,020			877
Contingent earn-out liabilities		44,856			83,872			12,217
Deficit of investments in subsidiaries and consolidated VIEs		598,539			1,101,475			160,448
Total liabilities		650,117			1,191,367			173,542
Series B convertible redeemable preferred shares (US$0.00001 par value, 160,000,000 shares authorized, issued and outstanding; liquidation value of RMB180,636 and RMB202,312 as of September 30, 2017 and 2018, respectively)		161,904			205,723			29,967
Series C convertible redeemable preferred shares (US$0.00001 par value, 120,000,000 shares authorized, issued and outstanding; liquidation value of RMB210,896 and RMB242,530 as of September 30, 2017 and 2018, respectively)		206,642			235,681			34,331
Series C-1 convertible redeemable preferred shares (US$0.00001 par value, 103,500,000 shares authorized, issued and outstanding; liquidation value of RMB221,064 as of September 30, 2018)		—			202,639			29,518
Total mezzanine equity		368,546			644,043			93,816
Shareholders’ deficit:
Ordinary shares		24			27			4
Series A non-redeemable preferred shares		35,777			35,777			5,212
Accumulated deficits		(845,314	)		(1,478,466	)		(215,363	)
Accumulated other comprehensive (loss) income		(2,838	)		1,713			250
Total shareholders’ deficit		(812,351	)		(1,440,949	)		(209,897	)
Total liabilities, mezzanine equity and shareholders’ deficit		206,312			394,461			57,461

F-38

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(Renminbi in thousands, unless otherwise stated)

	For the Years Ended September 30,
	2017			2018			2018
	RMB			RMB			USD Note 4
General and administrative expenses		(1,571	)		(5,247	)		(764	)
Interest income		—			2,144			312
Fair value change of contingent earn-out liabilities		(5,165	)		6,164			898
Loss (income) from operations		(6,739	)		3,013			439
Equity in losses of subsidiaries and consolidated VIEs		(238,700	)		(502,935	)		(73,261	)
Net loss		(245,439	)		(499,922	)		(72,822	)
Foreign currency translation adjustments		(2,838	)		4,551			663
Deemed dividend		(58,763	)		(135,547	)		(19,745	)
Comprehensive loss		(307,040	)		(630,918	)		(91,904	)

F-39

CONDENSED STATEMENTS OF CASH FLOWS

(Renminbi in thousands, unless otherwise stated)

	For the Years Ended September 30,
	2017			2018			2018
	RMB			RMB			USD Note 4
Net cash (used in) provided by operating activities		14,103			(3,805	)		(554	)
Net cash used in investing activities		—			(341,213	)		(49,703	)
Net cash provided by financing activities		192,277			185,133			26,968
Effect of exchange rate changes		(237	)		3,455			503
Net increase (decrease) in cash and cash equivalents		206,143			(156,430	)		(22,786	)
Cash and cash equivalents at the beginning of the year		167			206,310			30,053
Cash and cash equivalents at the end of the year		206,310			49,880			7,267

F-40

Note to Schedule I

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 date and for the same period 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. The Company does not include condensed financial information as to the changes in deficit as such financial information is the same as the consolidated statements of changes in shareholders’ deficit.

2. The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and consolidated VIEs. For the parent company, the Company records its investments in subsidiaries and consolidated VIEs under the equity method of accounting as prescribed in ASC 323, Investments—Equity Method and Joint Ventures. Such investments are presented on the Condensed Balance Sheets as ‘‘Investments in subsidiaries and consolidated VIEs’’ and the subsidiaries and consolidated VIEs’ losses as ‘‘Equity in losses of subsidiaries and consolidated VIEs’’ on the Condensed Statements of Comprehensive Loss. Ordinarily under the equity method, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of Schedule I, the parent company has continued to reflect its share, based on its proportionate interest, the losses of subsidiaries and consolidated VIEs regardless of the carrying value of the investment even though the parent company is not obligated to provide continuing support or fund losses.

3. For the years ended September 30, 2017 and 2018, there were no material contingencies, significant provisions of long-term obligations, guarantees of the Company.

4. Translations of balances in the additional financial information of Parent Company—Financial Statements Schedule I from RMB into US$ as of and for the year ended September 30, 2018 are solely for the convenience of the readers and were calculated at the rate of US$1.00= RMB6.865, as set forth in H.10 statistical release of the Federal Reserve Board on June 28, 2019. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into United States dollars at that rate on June 28, 2019, or at any other rate.

F-41

Q&K INTERNATIONAL GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Renminbi in thousands, except for share and per share data, unless otherwise stated)

	As of
	September 30, 2018		June 30, 2019				June 30, 2019
	RMB		RMB		USD (Note 2)		RMB (unaudited pro forma)		USD (Note 2)
ASSETS
Current assets:
Cash and cash equivalents		103,752		342,187		49,845		342,187		49,845
Restricted cash		15,000		108,434		15,795		108,434		15,795
Accounts receivable, net of allowance of nil as of September 30, 2018 and June 30, 2019		475		998		149		998		149
Amounts due from related parties		22,505		7,427		1,082		7,427		1,082
Prepaid rent and deposit		170,683		137,864		20,082		137,864		20,082
Advances to suppliers		17,079		62,116		9,048		62,116		9,048
Other current assets		118,445		120,353		17,531		120,353		17,531
Total current assets		447,939		779,379		113,532		779,379		113,532
Non-current assets:
Property and equipment, net		1,320,822		1,244,034		181,214		1,244,034		181,214
Intangible assets, net		1,232		703		102		703		102
Land use rights		11,021		10,806		1,574		10,806		1,574
Other assets		389		261		38		261		38
Total non-current assets		1,333,464		1,255,804		182,928		1,255,804		182,928
Total assets		1,781,403		2,035,183		296,460		2,035,183		296,460
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
LIABILITIES (including amounts of the consolidated VIEs without recourse to the Company, see Note 2)
Current liabilities:
Accounts payable		430,989		308,813		44,984		308,813		44,984
Amounts due to related parties		32,219		308		45		308		45
Deferred revenue		61,051		72,441		10,552		72,441		10,552
Short-term debt		132,048		222,829		32,459		222,829		32,459
Rental installment loans		1,108,097		872,628		127,113		872,628		127,113
Deposits from tenants		113,325		144,582		21,061		144,582		21,061
Accrued expenses and other current liabilities		92,154		98,524		14,352		98,524		14,352
Total current liabilities		1,969,883		1,720,125		250,566		1,720,125		250,566
Non-current liabilities:
Long-term debt		165,479		508,348		74,049		508,348		74,049
Long-term deferred rent		341,303		378,416		55,123		378,416		55,123
Contingent earn-out liabilities		83,872		96,443		14,049		—		—
Total non-current liabilities		590,654		983,207		143,221		886,764		129,172
Total liabilities		2,560,537		2,703,332		393,787		2,606,889		379,738
Commitments and contingencies (Note 13)

F-42

Q&K INTERNATIONAL GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Renminbi in thousands, except for share and per share data, unless otherwise stated)

	As of
	September 30, 2018			June 30, 2019						June 30, 2019
	RMB			RMB			USD (Note 2)			RMB (unaudited pro forma)			USD (Note 2)
Mezzanine equity:
Series B convertible redeemable preferred shares (US$0.00001 par value, 160,000,000 shares authorized, issued and outstanding; liquidation value of RMB202,312 and RMB220,475 as of September 30, 2018 and June 30, 2019, respectively)		205,723			246,680			35,933			—			—
Series C convertible redeemable preferred shares (US$0.00001 par value, 120,000,000 shares authorized, issued and outstanding; liquidation value of RMB242,530 and RMB269,595 as of September 30, 2018 and June 30, 2019, respectively)		235,681			262,519			38,240			—			—
Series C-1 convertible redeemable preferred shares (US$0.00001 par value, 103,500,000 shares authorized, issued and outstanding; liquidation value of RMB221,064 and RMB237,104 as of September 30, 2018 and June 30, 2019)		202,639			227,101			33,081			—			—
Series C-2 convertible redeemable preferred shares (US$0.00001 par value, 273,360,850 shares authorized, issued and outstanding; liquidation value of RMB579,023 as of June 30, 2019)		—			566,927			82,582			—			—
Total mezzanine equity		644,043			1,303,227			189,836			—			—
Shareholders’ deficit:
Ordinary shares (US$0.00001 par value per share; 3,500,000,000 shares authorized; 430,450,490 and 430,450,490 shares issued and outstanding as of September 30, 2018 and June 30, 2019)		27			27			4			67			10
Series A non-redeemable preferred shares (US$0.00001 par value; 255,549,510 shares authorized, issued and outstanding as of September 30, 2018 and June 30, 2019)		35,777			35,777			5,212			—			—
Additional paid-in capital		—			—			—			1,338,963			195,042
Accumulated deficit		(1,478,466	)		(2,028,550	)		(295,492	)		(1,932,106	)		(281,443	)
Accumulated other comprehensive income		1,713			11,673			1,700			11,673			1,700
Total Q&K International Group Limited shareholders’ deficit		(1,440,949	)		(1,981,073	)		(288,576	)		(581,403	)		(84,691	)
Noncontrolling interest		17,772			9,697			1,413			9,697			1,413
Total shareholder’s deficit		(1,423,177	)		(1,971,376	)		(287,163	)		(571,706	)		(83,278	)
Total liabilities, mezzanine equity and shareholders’ deficit		1,781,403			2,035,183			296,460			2,035,183			296,460

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-43

Q&K INTERNATIONAL GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Renminbi in thousands, except for share and per share data, unless otherwise stated)

	For the nine months ended June 30,
	2018			2019
	RMB			RMB			USD (Note 2)
Net revenues:
Rental service		538,652			792,746			115,476
Value-added services and others		54,372			105,192			15,323
Total net revenues		593,024			897,938			130,799
Operating costs and expenses:
Operating cost (including costs charged by related parties of RMB45,183 and RMB44,777 for the nine months ended June 30, 2018 and 2019, respectively)		(601,906	)		(959,080	)		(139,706	)
Selling and marketing expenses (including expenses charged by related parties of RMB15,662 and RMB45,871 for the nine months ended June 30, 2018 and 2019, respectively)		(75,462	)		(102,111	)		(14,874	)
General and administrative expenses		(57,774	)		(76,037	)		(11,076	)
Research and development expenses (including expenses charged by related parties of RMB154 and nil for the nine months ended June 30, 2018 and 2019, respectively)		(38,145	)		(38,380	)		(5,591	)
Pre-operation expenses (including expenses charged by related parties of RMB18,696 and RMB10,515 for the nine months ended June 30, 2018 and 2019, respectively)		(88,963	)		(37,066	)		(5,399	)
Impairment loss		(20,554	)		(33,396	)		(4,865	)
Other income (expense), net		1,129			460			67
Total operating costs and expenses		(881,675	)		(1,245,610	)		(181,444	)
Loss from operations		(288,651	)		(347,672	)		(50,645	)
Interest income (expense), net		(55,896	)		(67,907	)		(9,892	)
Foreign exchange loss		(91	)		(960	)		(140	)
Fair value change of contingent earn-out liabilities		23,398			43,378			6,319
Loss before income taxes		(321,240	)		(373,161	)		(54,358	)
Income tax expense		(2,376	)		(40	)		(6	)
Net loss		(323,616	)		(373,201	)		(54,364	)
Less: net loss attributable to noncontrolling interests		(48	)		(75	)		(11	)
Net loss attributable to Q&K International Group Limited		(323,568	)		(373,126	)		(54,353	)
Deemed dividend		(91,826	)		(185,131	)		(26,967	)
Net loss attributable to ordinary shareholders		(415,394	)		(558,257	)		(81,320	)
Net loss per share attributable to ordinary shareholders of Q&K International Group Limited—Basic and diluted		(1.03	)		(1.30	)		(0.19	)
Weighted average number of ordinary shares used in computing net loss per share—Basic and diluted		402,311,296			430,450,490			430,450,490
Unaudited pro forma net loss per ordinary share (Note 9)		—			(0.38	)		(0.06	)
Unaudited pro forma weighted average shares used in calculating net loss per ordinary share—Basic and diluted		—			1,096,535,688			1,096,535,688

F-44

Q&K INTERNATIONAL GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Renminbi in thousands, except for share and per share data, unless otherwise stated)

	For the nine months ended June 30,
	2018			2019
	RMB			RMB			USD (Note 2)
Net loss		(323,616	)		(373,201	)		(54,364	)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments		(807	)		9,960			1,451
Comprehensive loss		(324,423	)		(363,241	)		(52,913	)
Less: comprehensive loss attributable to noncontrolling interests		(48	)		(75	)		(11	)
Comprehensive loss attributable to Q&K International Group Limited		(324,375	)		(363,166	)		(52,902	)
Deemed dividend		(91,826	)		(185,131	)		(26,967	)
Comprehensive loss attributable to ordinary shareholders		(416,201	)		(548,297	)		(79,869	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-45

Q&K INTERNATIONAL GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Renminbi in thousands, except for share data, unless otherwise stated)

	Q&K International Group Limited shareholders’ deficit
	Ordinary shares				Series A non-redeemable preferred shares				Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total			Noncontrolling interests			Total shareholders’ deficit
	Number of shares		Amount		Number of shares		Amount
Balance at October 1, 2017		384,450,490		24		255,549,510		35,777		—			(2,838	)		(845,314	)		(812,351	)		17,835			(794,516	)
Capital contribution		46,000,000		3		—		—		—			—			—			3			—			3
Share-based compensation		—		—		—		—		2,252			—			—			2,252			—			2,252
Deemed dividend accretion		—		—		—		—		(2,252	)		—			(89,574	)		(91,826	)		—			(91,826	)
Net loss		—		—		—		—		—			—			(323,568	)		(323,568	)		(48	)		(323,616	)
Foreign currency translation adjustments		—		—		—		—		—			(807	)		—			(807	)		—			(807	)
Balance at June 30, 2018		430,450,490		27		255,549,510		35,777		—			(3,645	)		(1,258,456	)		(1,226,297	)		17,787			(1,208,510	)
Balance at October 1, 2018		430,450,490		27		255,549,510		35,777		—			1,713			(1,478,466	)		(1,440,949	)		17,772			(1,423,177	)
Acquisition of noncontrolling interests		—		—		—		—		—			—			—			—			(8,000	)		(8,000	)
Share-based compensation		—		—		—		—		8,173			—			—			8,173			—			8,173
Deemed dividend accretion		—		—		—		—		(8,173	)		—			(176,958	)		(185,131	)		—			(185,131	)
Net loss		—		—		—		—		—			—			(373,126	)		(373,126	)		(75	)		(373,201	)
Foreign currency translation adjustments		—		—		—		—		—			9,960			—			9,960			—			9,960
Balance at June 30, 2019		430,450,490		27		255,549,510		35,777		—			11,673			(2,028,550	)		(1,981,073	)		9,697			(1,971,376	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-46

Q&K INTERNATIONAL GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Renminbi in thousands, unless otherwise stated)

	For the nine months ended June 30,
	2018			2019
	RMB			RMB			USD (Note 2)
Operating activities:
Net loss		(323,616	)		(373,201	)		(54,364	)
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation		2,252			8,173			1,191
Depreciation and amortization		103,736			159,180			23,187
Accretion of interest expense		8,965			15,415			2,245
Fair value change of contingent earn-out liabilities		(23,398	)		(43,378	)		(6,319	)
Deferred rent		139,729			37,113			5,406
Impairment loss		20,554			33,396			4,865
Changes in operating assets and liabilities:
Accounts receivable		73			(523	)		(76	)
Amounts due from related parties		12,988			15,078			2,196
Prepaid rent and deposit		(31,650	)		38,008			5,537
Advances to suppliers		(9,653	)		4,314			628
Other current assets		26,562			8,158			1,189
Other assets		(258	)		128			19
Accounts payable		(19,760	)		25,344			3,692
Amounts due to related parties		(25,297	)		(31,911	)		(4,648	)
Deferred revenue		46,418			11,390			1,659
Deposits from tenants		16,084			31,257			4,553
Accrued expenses and other current liabilities		(41,792	)		6,370			927
Net cash used in operating activities		(98,063	)		(55,689	)		(8,113)
Investing activities:
Purchases of property and equipment		(482,311	)		(287,707	)		(41,909	)
Cash payment for renovation		—			(17,102	)		(2,491	)
Reimbursement received for renovation payment		—			17,102			2,491
Net cash used in investing activities		(482,311	)		(287,707	)		(41,909	)
Financing activities:
Proceeds from issuance of ordinary shares		3			—			—
Proceeds from short-term debt		70,886			30,009			4,371
Repayment of short-term debt		(48,000	)		(60,000	)		(8,740	)
Proceeds from long-term debt		—			170,000			24,763
Repayment of long-term debt		(37,650	)		(28,607	)		(4,167	)
Proceeds from rental installment loans		1,395,214			840,511			122,434
Repayment of rental installment loans		(1,051,234	)		(1,081,758	)		(157,576	)
Acquisition of noncontrolling interests		—			(8,000	)		(1,165	)
Proceeds from issuance of preferred shares, net of issuance costs		185,132			530,002			77,203
Proceeds from capital lease and other financing arrangement payable		—			320,531			46,690
Repayment of capital lease and other financing arrangement payable		—			(37,302	)		(5,434	)
Net cash provided by financing activities		514,351			675,386			98,379
Effect of foreign exchange rate changes		(484	)		(121	)		(15	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(66,507	)		331,869			48,342
Cash, cash equivalents and restricted cash at the beginning of the period		367,115			118,752			17,298
Cash, cash equivalents and restricted cash at the end of the period		300,608			450,621			65,640
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized		(57,407	)		(59,697	)		(8,696	)
Income taxes paid		(1,214	)		(57	)		(8	)
Reconciliation to amounts on the unaudited condensed consolidated balance sheets:
Cash and cash equivalents		286,608			342,187			49,845
Restricted cash		14,000			108,434			15,795
Total cash, cash equivalents and restricted cash		300,608			450,621			65,640
Supplemental schedule of non-cash investing and financing activities:
Purchases of property and equipment included in payables		(369,924	)		(276,119	)		(40,221	)
Purchases of property and equipment included in new capital lease		—			(17,102	)		(2,491	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-47

Q&K INTERNATIONAL GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Renminbi in thousands, except for share data and per share data, unless otherwise stated)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Q&K International Group Limited (the “Company” or “Q&K”), its subsidiaries and consolidated variable interest entities (the “Group”) is a rental apartment operation platform in the People’s Republic of China (the “PRC”), that provides rental and value-added services to young, emerging urban residents since 2012. The Group sources and converts apartments to standardized furnished rooms and leases to young people seeking affordable residence in cities in the PRC.

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited interim condensed consolidated financial statements include the financial information of the Group. All intercompany balances and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and U.S. generally accepted accounting standards for interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and notes thereto included in the Group’s audited consolidated financial statements for each of the two years in the period ended September 30, 2018. The results of operations for the nine months ended June 30, 2018 and 2019 are not necessarily indicative of the results for the full years.

In the opinion of the management, the accompanying unaudited interim 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 interim condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group’s consolidated financial statements for each of the two years in the period ended September 30, 2018. The financial information as of September 30, 2018 presented in the unaudited interim condensed consolidated financial statements is derived from the audited consolidated financial statements for the year ended September 30, 2018.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to generate cash flows from operations, and the Group’s ability to arrange adequate financing arrangements, to support its working capital requirements.

The Group has been incurring losses from operations since its inception. Accumulated deficits amounted to RMB1,478,466 and RMB2,028,550 as of September 30, 2018 and June 30, 2019, respectively. Net cash used in operating activities were RMB98,063 and RMB55,689 for the nine months ended June 30, 2018 and 2019, respectively. As of September 30, 2018 and June 30, 2019, current liabilities exceeded current assets by RMB1,521,944 and RMB940,746, respectively. These factors raise substantial doubt about the Group’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Group is unable to continue as a going concern.

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These factors are mitigated by the following plans and actions:

• In March 2019, the Group obtained RMB2,000,000 credit facility with a three-year term from a PRC commercial bank to support the Group’s operations, of which RMB1,000,000 is for rental installment loans.

• Of the remaining RMB1,000,000 of the above credit facility, RMB450,000 is contractually restricted for the payment for renovation expenditure and daily operations, and RMB550,000 for supply chain funding. Based on the Group’s historical experience, renovation and supply chain funding requests will be approved in the normal course of business provided that the Group submits the required supporting documentation and the amount is within the credit limit granted;

• As of August 31, 2019, the Group still had unused facilities of approximately RMB1,300,000.

In addition, since August 2018, the Group has cooperated with a rental service company owned by a bank to source and renovate apartments under capital lease and other financing arrangements, and also from February 2019, the Group initiated an “assets light strategy” by sourcing decorated and furnished apartments from landlords, which reduced the need for additional capital expenditures for apartment renovations. The Group considers these strategies will reduce the needs to use the rental installment loans to fund the pre-operation and renovation costs going forward which will help the Group’s liquidity situation. The balance of rental installment loans has decreased from RMB1,108,097 as of September 30, 2018 to RMB872,628 as of June 30, 2019.

Based on the above factors, management believes that adequate sources of liquidity exist to fund the Group’s working capital and capital expenditures requirements, and to meet its other liabilities and commitments as they become due for at least twelve months from the issuance of these financial statements.

Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated variable interest entities. All intercompany transactions and balances are eliminated on consolidation.

To comply with the PRC law and regulations which restrict foreign ownership of companies that provide value-added telecommunication services in the PRC, the Company through its wholly-owned foreign subsidiary, Q&K Investment Consulting Co., Ltd. entered into VIE agreements with Shanghai Qingke E-Commerce Co., Ltd. (“Q&K E-Commerce”) and its respective shareholders through which the Company became the primary beneficiary of Q&K E-Commerce and its subsidiaries.

These contractual arrangements allow the Group to effectively control Q&K E-commerce and its subsidiaries, and to derive substantially all of the economic benefits from them. Accordingly, the Group treats Q&K E-commerce and its subsidiaries as VIEs. Because the Group is the primary beneficiary, the Group has consolidated the financial results of the VIE.

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The following financial statement amounts and balances of the VIE and its subsidiaries were included in the accompanying unaudited condensed consolidated financial statements after elimination of intercompany transactions and balances:

	As of
	September 30, 2018		June 30, 2019
	RMB		RMB		USD (Note 2)
ASSETS
Cash and cash equivalents		49,977		22,636		3,297
Restricted cash		15,000		108,434		15,795
Accounts receivable, net		473		998		146
Amounts due from related parties		22,503		7,427		1,082
Prepaid rent and deposit		169,021		136,540		19,889
Advances to suppliers		13,514		62,116		9,048
Other current assets		113,835		120,353		17,531
Property and equipment, net		1,273,871		1,216,071		177,141
Intangible assets, net		1,073		510		74
Land use rights		11,021		10,806		1,574
Other assets		207		124		18
Total assets		1,670,495		1,686,015		245,595
Liabilities
Accounts payable		430,963		308,813		44,984
Amounts due to related parties		32,179		308		45
Deferred revenue		61,051		72,441		10,552
Short-term debt		132,048		222,829		32,459
Rental installment loans		1,108,097		872,628		127,113
Deposits from tenants		113,325		144,582		21,061
Accrued expenses and other current liabilities		87,468		89,546		13,044
Long-term debt		165,479		508,348		74,049
Long-term deferred rent		341,303		378,416		55,123
Total liabilities		2,471,913		2,597,911		378,430

	For the nine months ended June 30
	2018			2019
	RMB			RMB			USD (Note 2)
Net revenues		593,024			897,938			130,799
Net loss		(182,499	)		(150,635	)		(21,942	)

	For the nine months ended June 30
	2018			2019
	RMB			RMB			USD (Note 2)
Net cash provided by operating activities		124,161			208,416			30,361
Net cash used in investing activities		(479,273	)		(287,707	)		(41,909	)
Net cash provided by financing activities		329,221			145,384			21,176

The consolidated VIEs contributed 100% of the Group’s consolidated revenues for the nine months ended June 30, 2018 and 2019. As of September 30, 2018 and June 30, 2019, the consolidated VIEs accounted for an aggregate of 94% and 83%, respectively, of the Group’s consolidated total assets, and 97% and 96%, respectively, of the Group’s consolidated total liabilities. The assets outside of the consolidated VIEs mainly consist of cash and property and equipment. The liabilities outside of the consolidated VIEs mainly consist of contingent earn-out liabilities.

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There are no consolidated assets of the VIE that are collateral for the obligations of the VIE and their subsidiaries and can only be used to settle the obligations of the VIE and their subsidiaries. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE were ever to need financial support, the Group may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE.

The Group believes that there are no assets held in the VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRC statutory reserves. As the VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 11 for disclosure of restricted net assets.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s unaudited condensed consolidated financial statements include the useful lives and impairment of property and equipment, valuation allowance of deferred tax assets, share-based compensation, contingent earn-out liabilities, convertible redeemable preferred shares and Series A non-redeemable preferred shares.

Convenience translation

The Group’s business is primarily conducted in the PRC and all of the revenues are denominated in RMB. The financial statements of the Group are stated in RMB. Translations of balances in the unaudited condensed consolidated balance sheet, and the related unaudited condensed consolidated statements of operations, shareholders’ equity and cash flows from RMB into US dollars as of and for the nine months ended June 30, 2019 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB 6.8650, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 28, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on June 28, 2019, or at any other rate.

Lease accounting with tenants

The Group sources apartments from landlords and converts them into standardized furnished rooms to lease to tenants seeking affordance residences in China. Revenues are primarily derived from the lease payments from its tenants and are recorded net of tax.

The Group determines all lease arrangements with tenants are operating leases since the benefits and risks incidental to ownership remains with the Group. Revenue is recognized on a straight-line basis starting from the commencement date stated in the lease agreements.

The cost amount for leasehold improvements and furniture, fixtures and equipment used in apartments were RMB1,289,280 and RMB549,291, respectively, the accumulated depreciation was RMB358,713 and RMB137,551, respectively and the impairment losses was RMB137,641 and RMB60,752, respectively as of June 30, 2019. Future rentals from outstanding leases that are within the lock-in period as of June 30, 2019 is RMB762,624.

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Rental incentives

Tenants who prepay rent are entitled to rental discounts. Tenants who prepay rent of at least the first six months of the lease term can enjoy a 5% rental discount, and tenants who prepay at least the first twelve months of lease term rental can enjoy a 10% rental discount (subject to a RMB200 limit per month). Such incentives are only applicable during the lock-in period. The Group considers the rental discounts as a lease incentive and records it as a reduction in revenue on a straight line basis over the lease term. The Group recorded RMB43,647 and RMB54,418 of rental incentives for the nine months ended June 30, 2018 and 2019, respectively.

Fair value

The Group defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The following table summarizes the fair value of the Group’s financial assets and liabilities that are accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of June 30, 2018 and 2019:

				Fair Value Measurements at Reporting Date Using
Nine Months Ended June 30,	Description	Fair Value as of June 30, RMB		Quoted Prices in Active Markets for Identical Assets (Level 1) RMB		Significant Other Observable Inputs (Level 2) RMB		Significant Unobservable Inputs (Level 3) RMB		Total Gain for the Period RMB
2018	Contingent earn-out liabilities		66,638		—		—		66,638		23,398
2019	Contingent earn-out liabilities		96,443		—		—		96,443		43,378

The Group determines the fair value with the help from third party professional valuation specialists, and the assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. Key inputs in determining the fair value of

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the contingent earn-out liabilities include assumptions such as operating income, operating cost, number of new apartments acquired, probabilities of qualified IPO, etc., and changes in these assumptions would affect the number and value of future additional shares to be issued. Contingent earn-out liabilities are classified in Level 3 of the valuation hierarchy. See Note 7.

The following table presents the Group’s assets measured at fair value on a non-recurring basis for the nine months ended June 30, 2018 and 2019:

				Fair Value Measurements at Reporting Date Using
Nine Months Ended June 30,	Description	Fair Value for the Period, RMB		Quoted Prices in Active Markets for Identical Assets (Level 1) RMB		Significant Other Observable Inputs (Level 2) RMB		Significant Unobservable Inputs (Level 3) RMB		Total Loss for the Period RMB
2018	Property and equipment		101,750		—		—		101,750		20,554
2019	Property and equipment		59,405		—		—		59,405		33,396

Fair value of the property and equipment impairment testing was determined by the Group based on the income approach using the discounted cash flow associated with the underlying assets, which incorporated certain assumptions including projected rooms’ revenue, growth rates and projected operating costs based on current economic condition, expectation of management and projected trends of current operating results. As a result, the Group has determined that the majority of the inputs used to value its property and equipment are unobservable inputs that fall within Level 3 of the fair value hierarchy. The revenue growth rate and the discount rate were the significant unobservable inputs used in the fair value measurement, which were 2% and 11% respectively, for the nine months ended June 30, 2018 and 2019.

As a result of reduced expectations of future cash flows from certain leased apartments, the Group determined that the property and equipment was not fully recoverable and consequently recorded an impairment charge of RMB20,554 and RMB33,396 for the nine months ended June 30, 2018 and 2019, respectively.

The financial instruments including cash and cash equivalents, restricted cash, accounts receivable, amounts due from related parties, accounts payable, amounts due to related parties, short-term debt, rental installment loans, deposits from tenants, other liabilities, are carried at cost which approximates their fair value due to the short-term nature of these instruments. The long-term debt approximates their fair values, because the bearing interest rate approximates market interest rate, and market interest rates have not fluctuated significantly since the commencement of loan contracts signed.

3. OTHER CURRENT ASSETS

	As of
	September 30, 2018		June 30, 2019
Other receivables		24,453		30,380
Value added tax		93,992		89,973
Total		118,445		120,353

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4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of
	September 30, 2018			June 30, 2019
Cost:		1,797,164			1,901,444
Buildings		40,167			40,167
Leasehold improvements		1,222,639			1,289,280
Furniture, fixtures and equipment used in apartments		512,597			549,291
Vehicle		1,710			1,710
Office furniture, fixtures and equipment		20,051			20,996
Less: Accumulated depreciation		(378,488	)		(510,852	)
Less: Impairment		(174,708	)		(198,393	)
Construction in progress		76,854			51,835
Property and equipment, net		1,320,822			1,244,034

Depreciation expenses were RMB103,014 and RMB158,436 for the nine months ended June 30, 2018 and 2019, respectively.

5. DEBT

The short-term and long-term debt as of September 30, 2018 and June 30, 2019 were as follows:

	As of
	September 30, 2018		June 30, 2019
Short-term debt:
Short-term bank borrowings(1)		60,000		30,009
Long-term bank borrowings, current portion		56,087		136,386
Capital lease and other financing arrangement payable, current portion(2)		15,961		56,434
Subtotal		132,048		222,829
Long-term debt:
Long-term bank borrowings, non-current portion(1)		76,176		137,270
Capital lease and other financing arrangement payable, non-current portion(2)		65,303		347,078
Other long term payable		24,000		24,000
Subtotal		165,479		508,348
Total		297,527		731,177

(1) Bank borrowings

In March 2019, the Group obtained a three-year revolving bank credit facility with Shanghai Huarui Bank (the “SHRB”) under which the Group can draw-down up to RMB2,000,000, of which RMB1,000,000 is for rental installment loans, by February 2022 with annual interest rate of 7.5%. As of June 30, 2019, excluding the rental installment loan facility, the Group has drawn down RMB260,032, of which RMB134,665 is to be paid within one year, RMB97,367 and RMB28,000 to be paid within next two years.

(2) Capital lease and other financing arrangement payable

The Company started to cooperate with a rental service company to source and renovate apartments since August 2018. For certain identified newly sourced apartments, the rental service company reimburses the

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Company for costs incurred for the renovation. The Company then makes payments to the rental service company in installments equal to the reimbursed renovation costs plus interest and tax over a period of five years. At the end of the five-year period, the ownership of the renovation will be transferred to the Company. The Company accounts for this arrangement with the rental service company as a capital lease.

The leasehold improvements or furniture, fixtures and equipment used in apartments obtained under such capital lease arrangements are with aggregate initial value of RMB108,363 and carrying value of RMB64,871 as of June 30, 2019.

Future minimum lease payments required under the capital lease as of June 30, 2019 were as follows:

	RMB
Succeeding period in the year ending September 30, 2019		14,237
In the year ending September 30, 2020		24,941
In the year ending September 30, 2021		23,398
In the year ending September 30, 2022		21,859
In the year ending September 30, 2023		14,070
In the year ending September 30, 2024		1,600
Total		100,105
Less payment amount allocated to interest		13,375
Present value of capital lease obligation		86,730
Current portion of capital lease obligation		10,700
Long-term portion of capital lease obligation		76,030
		86,730

Under the same arrangement above, the Company also sells leasehold improvements and furniture, fixtures and equipment of certain existing apartments to the rental service company at carrying value and simultaneously leases them back. Such transaction fails sales and lease-back accounting and is accounted for as a financing arrangement. The proceeds received from the rental service company are reported as other financing arrangement payable. The underlying leasehold improvements and furniture, fixtures and equipment are with aggregate initial value of RMB351,113 and carrying value of RMB313,579 as of June 30, 2019, respectively.

Future payments required under other financing arrangements for succeeding period in the year ending September 30, 2019 and for the next 5 years were RMB8,936, RMB67,457, RMB67,457, RMB67,457, RMB67,457 and RMB38,018.

6. OPERATING COSTS

Operating costs include all direct costs incurred in the operation of the leased properties.

	For the nine months ended June 30,
	2018		2019
Rental cost		443,474		719,362
Depreciation expenses		98,336		156,602
Personnel cost		16,486		16,442
Cost for value-added services and others		43,610		66,674
Total		601,906		959,080

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7. PREFERRED SHARES

In June 2019, the Company issued 273,360,850 series C-2 convertible redeemable preferred shares at the price of US$0.3045 per share to certain investors with a total cash consideration of US$83,250. The cash proceeds received was US$78,859, net of issuance cost of US$4,391.

The significant terms of Series C-2 convertible redeemable preferred shares are summarized as follows:

Voting

The holders of the preferred shares shall vote together as one class on all resolutions. The holder of preferred shares has the number of votes as equal to the number of Class A ordinary shares then issuable upon their conversion into Class A ordinary shares.

Redemption rights

At the request of the holders of Series C-2 holders of convertible redeemable preferred shares, the Series C-2 convertible redeemable preferred shares are redeemable at any time when the Company fails to complete a qualified IPO by June 30, 2021 or any material breach of the Transaction Documents (which includes the Shareholders’ Agreement and Amended and Restated Memorandum and Articles of Association) or a put/redemption notice is delivered by other series holders of the preferred shares, at a redemption price at least equal to the higher of the subscription price plus an amount that gives a compounded annualized return of 15% per annum or the fair market value of such shares plus any and all declared but unpaid dividends.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, Series C-2 preference shareholders shall be entitled to receive, prior to the holders of the ordinary shares, at the amount representing the full subscription price plus an amount that gives a compounded annualized return of 15% of the subscription price plus all declared but unpaid dividends.

The liquidation preference is exercised in the sequence of Series C-2 convertible redeemable preferred shares, Series C/C-1 convertible redeemable preferred shares, Series B convertible redeemable preferred shares and Series A non-redeemable preferred shares.

After distribution in full to the above preference shareholders, the remaining assets and funds of the Group that is legally available for distribution to the shareholders shall be distributed ratably amongst them in proportion to the number of ordinary shares held by them (on an as-converted basis).

In the event of any dissolution or winding up of the Group, sale, transfer, license, pledge or otherwise disposal of all, or substantially all, of the Company’s assets, changes in the control of the Company or invalidation/termination of the VIE Agreements (collectively “Deemed Liquidation Event”), the liquidation sequence and preference amount is also the same as above.

Conversion

Each Series C-2 convertible redeemable preferred shares shall be convertible, at the option of the holder thereof, at any time into Class A ordinary shares. All outstanding Series C-2 convertible redeemable preferred shares shall automatically be converted into Class A ordinary shares without the payment of any additional consideration, based on the then effective conversion rate at the time immediately upon (a) the occurrence of the qualified IPO.

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Dividends

The holders of the preferred shares and ordinary shares are entitled to the dividend pari passu based on the number of shares they own on an as-converted basis once a dividend is authorized.

EBITDA performance targets for Series C-2 convertible redeemable preferred shares (the “Series C-2 EBITDA feature”)

Along with the issuance of Series C-2 convertible redeemable preferred shares, the Group contemporaneously entered into agreements with its holders of Series C-2 convertible redeemable preferred shares on January 30, 2019, pursuant to which, certain EBITDA performance target were established. If the EBITDA targets are exceeded, the preferred shareholders must give back a portion of its shareholding based on a pre-agreed formula to the managers of the Group as incentives with no additional consideration. If expected EBITDA targets are not met, the preferred shareholders were entitled to additional shareholding at par value based on a pre-agreed formula to make up for the dissatisfaction in EBITDA targets. If the Group is successful in completing a qualified IPO by December 31, 2019, the EBITDA feature is fully waived.

The Group believed that it was not probable EBITDA targets will be satisfied. The EBITDA feature was recorded separately as a contingent earn-out liability at fair value in the unaudited condensed consolidated balance sheets as it met the definition of a freestanding financial instrument liability under ASC 480. At initial measurement, the Group allocated the proceeds from the issuance of Series C-2 convertible redeemable preferred shares to the fair value of contingent earn-out liabilities, with the remaining being allocated to Series C-2 convertible redeemable preferred shares. The contingent earn-out liabilities is re-measured at each period-end, with the changes in the fair value recorded as an adjustment to earnings. See Note 2.

In addition to the Series C-2 EBITDA feature, in the event that the actual pre-offering market capitalization of the Group was less than US$800,000, the Group shall additionally issue such number of Series C-2 convertible redeemable preferred shares to the holders at par value as compensation based on a pre-determined formula in the contract. The number of such additional shares shall be determined by multiplying the number of Series C-2 preferred shares issued by a fraction, the numerator is the difference between US$800,000 and the actual pre-offering market capitalization, and the denominator is US$800,000. The Group believed that it was possible to reach the pre-offering market capitalization target so did not record additional contingent earn-out liability in this regard.

Accounting for Series C-2 convertible redeemable preferred shares

Given the key terms described above, the Group classified Series C-2 convertible redeemable preferred shares as mezzanine equity. The residual proceeds after allocation to the contingent earn-out liabilities were recorded at issuance date. The Group has determined that there were no beneficial conversion features (“BCF”) attributable to these shares as the effective conversion price was higher than the fair value of the ordinary shares on the commitment date. The Group determined the fair value of ordinary shares with the assistance of an independent third party valuation firm.

The Group accretes changes in the redemption value over the higher of the i) subscription price plus a pre-determined compounded annualized return set forth in the agreement and ii) fair market value. Changes in the redemption value are considered to be changes in accounting estimates. The accretion will be recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges should be recorded by increasing the accumulated deficit.

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The following is the roll forward of the carrying amounts of mezzanine equity for the nine months ended June 30, 2018 and 2019, respectively:

	RMB
Balance as of October 1, 2017		368,546
Issuance of Series C-1 convertible redeemable preferred shares to investors		139,952
Accretion on Series B convertible redeemable preferred shares to redemption value		14,710
Accretion on Series C convertible redeemable preferred shares to redemption value		21,395
Accretion on Series C-1 convertible redeemable preferred shares to redemption value		55,721
Balance as of June 30, 2018		600,324
Balance as of October 1, 2018		644,043
Issuance of Series C-2 convertible redeemable preferred shares to investors		474,053
Accretion on Series B convertible redeemable preferred shares to redemption value		40,957
Accretion on Series C convertible redeemable preferred shares to redemption value		26,837
Accretion on Series C-1 convertible redeemable preferred shares to redemption value		24,462
Accretion on Series C-2 convertible redeemable preferred shares to redemption value		92,875
Balance as of June 30, 2019		1,303,227

The following is the roll-forward of the carrying amounts of the contingent earn-out liability for the nine months ended June 30, 2018 and 2019, respectively:

	RMB
Balance as of October 1, 2017		44,856
Increase in accordance with Series C-1 convertible redeemable preferred shares issuance		45,180
Fair value change included in earnings		(23,398	)
Balance as of June 30, 2018		66,638
Balance as of October 1, 2018		83,872
Increase in accordance with Series C-2 convertible redeemable preferred shares issuance		55,949
Fair value change included in earnings		(43,378	)
Balance as of June 30, 2019		96,443

8. SHARE-BASED COMPENSATION

A summary of option activity during the nine months ended June 30, 2019 is presented below:

	Number of Options			Exercise Price RMB		Remaining Contractual Life		Intrinsic value of options RMB
Outstanding, as of October 1, 2018		70,000,000			2		7.73		—
—Granted		—			—		—		—
—Forfeited		(1,400,000	)		2		—		—
Outstanding, as of June 30, 2019		68,600,000			2		7.00		—
Vested or expected to vest as of June 30, 2019		68,600,000			2		7.00		—

For the nine months ended June 30, 2018 and 2019 the Group recorded compensation expenses of RMB nil for the stock options granted. Given the vesting was contingent on the IPO, no share-based compensation expense is recognized until the date of the IPO.

F-58

Restricted Share Units (“RSU”)

In 2017, the Group issued 15.99 million RSU to a consulting company, of which 5.2 million RSU vested immediately upon grant, and the Group has the right to repurchase the remaining 10.79 million RSU anytime at its discretion with nominal price before certain dates (“repurchase rights”). The Group determined RSU with repurchase rights are not considered issued until the expiration of such rights. At each of the expiration dates, the corresponding RSU are considered issued and vested immediately, and a measurement date has been reached.

Under such arrangement, the Group recorded 2.6 million, 2.6 million, 2.8 million, 2.8 million and 2.6 million RSU at the measurement date fair value of US$0.05, US$0.06, US$0.10, US$0.20 and US$0.25 on March 16, 2017, November 12, 2017, April 1, 2018, December 1, 2018 and April 1, 2019, respectively. In July 2019, the Group repurchased total 5.19 million RSUs.

The total expenses recognized in the unaudited condensed consolidated statements of comprehensive loss for the aforementioned RSUs granted were RMB2,252 and RMB8,173 respectively for the nine months ended June 30, 2018 and 2019.

9. LOSSES PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:

	For the nine months ended June 30,
	2018			2019
Numerator:
Net loss attributable to Q&K International Group Limited		(323,568	)		(373,126	)
Deemed dividend		(91,826	)		(185,131	)
Net loss attributable to ordinary shareholders—basic and diluted		(415,394	)		(558,257	)
Denominator:
Weighted average ordinary shares outstanding—basic and diluted		402,311,296			430,450,490
Net loss per share—basic and diluted		(1.03	)		(1.30	)

For the nine months ended June 30, 2018 and 2019, assumed conversion of 912,410,360 Preferred Shares or 68,600,000 share options have not been reflected in the calculation of diluted net loss per share as their inclusion would have been anti-dilutive.

F-59

The unaudited pro forma consolidated balance sheets have been prepared as if the conversion of Preferred Shares into ordinary shares and extinguishment of contingent earn-out liabilities occurred on June 30, 2019. The unaudited pro forma net loss per share for the nine months ended June 30, 2019 giving effect to (1) the exclusion of the fair value change of contingent earn-out liabilities during the nine months ended June 30, 2019, and (2) the conversion of the convertible redeemable preferred shares and non-redeemable preferred shares into ordinary shares as if the conversion occurred as of October 1, 2018 or the issuance date (if issued within the nine months ended June 30, 2019), is as follows:

	For the nine months ended June 30,
	2019
Numerator:
Net loss attributable to ordinary shareholders		(558,257	)
Add: Deemed dividend		185,131
Contingent earn-out liabilities		(43,378	)
Net loss attributable to ordinary shareholders for computing unaudited pro forma basic and diluted net loss per share		(416,504	)
Denominator:
Weighted average ordinary shares outstanding—basic and diluted		430,450,490
Add: Unaudited pro forma adjustments to reflect assumed conversion of Preferred Shares		666,085,198
Unaudited pro forma weighted-average ordinary shares outstanding—basic and diluted		1,096,535,688
Unaudited pro forma net loss per share—basic and diluted		(0.38	)

10. INCOME TAXES

Tax expense is comprised of the following:

	For the nine months ended June 30,
	2018		2019
Current tax		2,376		40
Deferred tax		—		—
Total		2,376		40

The effective tax rate is based on expected income and statutory tax rates. For interim financial reporting, the Group estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the guidance on accounting for income taxes in an interim period. As the year progresses, the Group refines the estimates of the year’s taxable income as new information becomes available. This continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, the Group adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

The Group’s effective tax rate for the nine months ended June 30, 2018 and 2019 was (0.74%) and (0.01%), respectively.

The Group did not incur any interest and penalties related to potential underpaid income tax expenses.

11. STATUTORY RESERVES AND NET RESTRICTED ASSETS

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the VIE and subsidiaries of the VIE incorporated in PRC only out of their retained earnings, if any, as determined in

F-60

accordance with PRC accounting standards and regulations. The consolidated results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

Under PRC law, the Company’s subsidiaries and consolidated VIEs located in the PRC (collectively referred as the (“PRC entities”) are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. The PRC entities are required to allocate at least 10% of their after tax profits on an individual company basis as determined under PRC accounting standards to the statutory reserve and has the right to discontinue allocations to the statutory reserve if such reserve has reached 50% of registered capital on an individual company basis. In addition, the paid-in capital of the PRC entities is also restricted.

Amounts restricted including paid-in capital and statutory reserve funds as determined pursuant to PRC Laws were RMB942,440 and RMB989,931 as of September 30, 2018 and June 30, 2019, respectively.

12. RELATED PARTY TRANSACTIONS AND BALANCES

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

The following entities are considered to be related parties to the Group. The related parties mainly act as service providers and service recipients to the Group. The Group is not obligated to provide any type of financial support to these related parties.

Related Party	Relationship with the Group
Shanghai Yijia Chuangye Investment Center LLP (“Yijia Chuangye”)	An entity controlled by Mr. Guangjie Jin (“Founder and CEO of the Group”)
Shanghai Laiguan Property Management Co., Ltd. (“Laiguan”)	An entity controlled by certain management of the Group
Shanghai Q&K Fashion Life Co., Ltd. (“Q&K Fashion”)	An entity controlled by Founder and CEO of the Group
Shanghai Qingke Robot Technology Co., Ltd. (“Robot”)(i)	An affiliate of Founder and CEO of the Group
Shanghai Yijia Property Management Co., Ltd. (“Yijia Property”)	An entity controlled by certain shareholders of the Group
Shanghai Xulong Trading Co., Ltd. (“Xulong”)(ii)	An entity controlled by the parents of Founder and CEO of the Group
Shanghai Youzhen Information Technology Co., Ltd. (“Youzhen”)	An entity controlled by the parents of Founder and CEO of the Group
Shanghai Qingji Property Management Co., Ltd. (“Qingji”)	An entity controlled by certain management of the Group

(i) Robot ceased to be a related party of the Group in April 2019.

(ii) Xulong ceased to be a related party of the Group in March 2019.

F-61

The Group entered into the following transactions with its related parties.

For the nine months ended June 30, 2018 and 2019, services provided by the related parties were RMB144,569 and RMB117,950, respectively:

	For the nine month ended June 30,
	2018		2019
Purchases of property and equipment from Xulong		52,599		12,205
Labor outsourcing service expense to Laiguan		41,084		31,414
Labor outsourcing service expense to Qingji		9,706		31,692
Value-added service cost to Robot		28,751		28,336
Storage and logistic service expense to Xulong		12,275		4,582
Marketing service expense to Xulong		—		9,721
Research and development expense to Robot		154		—
Total		144,569		117,950

As of September 30, 2018 and June 30, 2019, amounts due from related parties were RMB22,505 and RMB7,427, respectively, and details are as follows:

	As of
	September 30, 2018		June 30, 2019
Robot		8,969		—
Q&K Fashion		7,978		1
Yijia Chuangye		4,400		4,400
Laiguan		988		1,540
Qingji		—		1,323
Youzhen		125		125
Others		45		38
Total		22,505		7,427

As of September 30, 2018 and June 30, 2019, amounts due to related parties were RMB32,219 and RMB308, respectively, and details are as follows:

	As of
	September 30, 2018		June 30, 2019
Xulong		31,470		—
Yijia Property		749		308
Total		32,219		308

F-62

13. COMMITMENTS AND CONTINGENCIES

(a) Operating lease commitments

The Group has entered into lease agreements for properties which it operates. Such leases are classified as operating leases. Future minimum lease payments under non-cancellable operating lease agreements at June 30, 2019 were as follows:

	RMB
Succeeding period in the year ending September 30, 2019		245,848
In the year ending September 30, 2020		974,258
In the year ending September 30, 2021		911,124
In the year ending September 30, 2022		922,404
In the year ending September 30, 2023		936,475
2024 and thereafter		2,289,300
Total		6,279,409

(b) Purchase Commitments

As of June 30, 2019, the Group’s commitments related to leasehold improvements and installation of equipment for RMB37,151, which is expected to be incurred within one year.

(c) Contingencies

The Group is subject to periodic 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.

14. SUBSEQUENT EVENTS

The Group has evaluated subsequent events through September 17, 2019, the date on which these financial statements were issued.

F-63

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 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 10.1 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 indemnification for 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.

II-1

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(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriter was involved in these issuances of securities.

Securities/Purchaser	Date of Issuance		Number of Securities	Consideration
Series C preferred shares
North Haven Private Equity Asia Harbor Company Limited		July 26, 2017	120,000,000		US$30.0 million
Series C-1 preferred shares
CP QK Singapore Pte Ltd.		March 16, 2018	103,500,000		US$30.0 million
Series C-2 preferred shares
CP QK Singapore Pte Ltd.		June 3, 2019	176,869,198		US$53.9 million
Innovative Housing Solutions Pte. Ltd		June 3, 2019	96,491,652		US$29.4 million
Options and restricted shares units
Certain directors, officers, employees and non-employees		from August 31, 2014 to November 12, 2017	Options to purchase 70 million ordinary shares, 1.4 million of which were forfeited in 2019; 15.99 million restricted share units, 5.19 million of which were repurchased in 2019		Past and future services to us
Warrants
Shanghai Huarui Bank Co., Ltd.		July 31, 2017	Warrants to purchase Class A ordinary shares worth RMB15.0 million (US$2.2 million), which warrant has expired		—
		October 15, 2018	Warrants to purchase Class A ordinary shares worth RMB5.0 million (US$0.7 million), which warrant has expired		—

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.

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.

II-2

(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.

II-3

Q&K INTERNATIONAL GROUP LIMITED

EXHIBIT INDEX

Exhibit Number	Description of Document
1.1*	Form of Underwriting Agreement
3.1	Second Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
3.2	Form of Third Amended and Restated Memorandum and Articles of Association of the Registrant, effective immediately prior to 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 the holders and beneficial owners of American Depositary Shares issued thereunder
4.4	Third Amended and Restated Shareholders Agreement between the Registrant and other parties thereto dated June 3, 2019
5.1	Opinion of Conyers Dill & Pearman regarding the validity of the Class A ordinary shares being registered and certain Cayman Islands tax matters
8.1	Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
8.2	Opinion of JunHe LLP regarding certain PRC tax matters (included in Exhibit 99.2)
10.1	Form of Indemnification Agreement between the Registrant and its directors and executive officers
10.2	English translation of the form of Employment Agreement between the Registrant and its executive officers
10.3	English translation of the executed equity pledge agreement entered into by and among Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce
10.4	English translation of the executed shareholder voting proxy agreement entered into by and among Q&K Investment Consulting, Q&K E-Commerce, Xiamen Siyuan Investment Management Co., Ltd., Guangjie Jin and Bing Xiao
10.5	English translation of the executed spousal consent letter issued by the spouse of Bing Xiao
10.6	English translation of the executed exclusive technology service agreement entered into by and between Q&K Investment Consulting and Q&K E-Commerce
10.7	English translation of the executed exclusive option agreement entered into by and among Q&K Investment Consulting, Q&K E-Commerce and the shareholders of Q&K E-Commerce
10.8	English translation of the executed strategic cooperation agreement entered into by and between SHRB and Shanghai Qingke Public Rental Housing Leasing Management Co., Ltd. dated February 21, 2019
10.9	2019 Share Incentive Plan
21.1	Significant Subsidiaries and VIE of the Registrant
23.1	Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm

II-4

Exhibit Number	Description of Document
23.2	Consent of Conyers Dill  & Pearman (included in Exhibit 5.1)
23.3	Consent of JunHe LLP (included in Exhibit 99.2)
24.1	Powers of Attorney (included on signature page)
99.1	Code of Business Conduct and Ethics of the Registrant
99.2	Opinion of JunHe LLP regarding certain PRC law matters
99.3	Consent of China Insights Consultancy
99.4	Consent of Chen Chen
99.5	Consent of Lin Zhou
99.6	Registrant’s Representation under Item 8.A.4

* To be filed by amendment.

II-5

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 Shanghai, China, on October 7, 2019.

Q&K International Group Limited

By:	/s/ Guangjie Jin
	Name:	Guangjie Jin
	Title:	Chairman of the Board of Directors and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Guangjie Jin and Jackie Qiang You 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/ Guangjie Jin Guangjie Jin	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	October 7, 2019
/s/ Gang Xie Gang Xie	Director	October 7, 2019
/s/ Zhaochun Zheng Zhaochun Zheng	Director	October 7, 2019
/s/ Youyang Li Youyang Li	Director	October 7, 2019
/s/ Wing Cheung Ryan Law Wing Cheung Ryan Law	Director	October 7, 2019

II-6

Signature	Title	Date
/s/ Lin Lin Lin Lin	Director	October 7, 2019
/s/ Qiong Hong Qiong Hong	Director	October 7, 2019
/s/ Kaiyu Yao Kaiyu Yao	Director	October 7, 2019
/s/ Bing Xiao Bing Xiao	Director	October 7, 2019
/s/ Jackie Qiang You Jackie Qiang You	Chief Financial Officer (Principal Financial Officer and principal accounting officer)	October 7, 2019

II-7

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 Q&K International Group Limited has signed this registration statement or amendment thereto in New York on October 7, 2019.

Cogency Global Inc.

Authorized U.S. Representative

By:	/s/ Siu Fung Ming
	Name: Siu Fung Ming
	Title: Assistant Secretary

II-8

EX-3.1

Exhibit 3.1

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Q&K INTERNATIONAL GROUP LIMITED

(adopted by Special Resolution on June 3, 2019)

1. The name of the Company is Q&K INTERNATIONAL GROUP LIMITED.

2. The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands or at such other place as the Directors may 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 (as amended) or as the same may be revised from time to time, or any other Law of the Cayman Islands.

4. The liability of each Shareholder is limited to the amount from time to time unpaid on such Shareholder’s shares.

5. The Company has power to register by way of continuation as a body corporate limited by shares under the Laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

6. Capitalised terms that are not defined in this Memorandum bear the same meaning as those given in the Articles of the Company.

7. The authorised share capital of the Company is US$50,000 divided into 5,000,000,000 shares of a par value of US$0.00001 each, comprising of (a) 2,500,000,000 class A ordinary shares; (b) 1,000,000,000 class B ordinary shares; and (c) 1,500,000,000 preferred shares comprising of (i) 255,549,510 series A preferred shares, of which 131,617,560 are designated as series A-1 preferred shares, 40,121,500 are designated as series A-2 preferred shares, and 83,810,450 are designated as series A-3 preferred shares, (ii) 160,000,000 series B preferred shares, (iii) 120,000,000 series C preferred shares; (iv) 103,500,000 series C-1 preferred shares, (v) 273,360,850 series C-2 preferred shares, and (vi) 587,589,640 are undesignated, in each case, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether stated to be preference or otherwise shall be subject to the powers hereinbefore contained.

1

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Q&K INTERNATIONAL GROUP LIMITED

(adopted by Special Resolution on June 3, 2019)

INTERPRETATION

In these Articles, Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Affiliate”	of a given Person means, (i) in the case of a Person other than a natural person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, such given Person, or (ii) in the case of a natural person, any other Person who is an immediate family member of such given Person or that directly or indirectly is Controlled by such given Person or a family member of such given Person. For the avoidance of doubt, the Affiliates of the Group Companies shall, among others, include the Qingke Shishang Group Companies.
“Approved Sale”	means a Series C-2 Approved Sale, a Series C-1 Approved Sale, a Series C Approved Sale or a Series B Approved Sale, as the case may be.
“Articles”	means these articles of association of the Company (including Schedule A hereto) as amended from time to time.
“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).
“Balance Sheet Date”	means November 30, 2014.
“Big-Four Accounting Firm”	means any of KPMG, PricewaterhouseCoopers (PwC), Deloitte Touche Tohmatsu (Deloitte) and Ernst & Young (EY).

2

“Board of Directors” or “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 Hong Kong, the PRC, or the City of New York are generally open for business.
“Business Plan”	means the annual/quarterly budget and the semi-annual operational/business plan of any Group Company prepared by the Company.
“BVI”	means the British Virgin Islands.
“BVI Subsidiary”	means QK365.Com Inc., a BVI business company incorporated under the BVI Laws.
“Class A Ordinary Shares”	means the class A ordinary shares of the Company of a par value of US$0.00001 each.
“Class B Ordinary Shares”	means the class B ordinary shares of the Company of a par value of US$0.00001 each.
“Closing”	means the consummation of the subscription of an aggregate number up to 273,360,850 Series C-2 Shares as contemplated under the Share Subscription Agreement.
“Closing Date”	means the date on which the Closing occurs as contemplated under the Share Subscription Agreement.
“Company”	means Q&K International Group Limited, an exempted company organized and existing under the Laws of the Cayman Islands.
“Constitutional Documents”	means the constitutional documents of the respective Group Company which may include, as applicable, memorandum of association and articles of association, by-laws, joint venture contracts and the like.
“Contract”	means each of 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.

3

“Control”	of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, contractual arrangement or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of the board of directors or similar governing body of such Person; and the term “Controlled” has the meaning correlative to the foregoing.
“Control Documents”	means the following contracts entered into by the WFOE, the Domestic Company and other parties thereto, as applicable, collectively: (i) Exclusive Technology Service Agreements (独家技术服务协议), (ii) Exclusive Call Option Agreement (独家购买权协议), (iii) Voting Rights Proxy Agreements (股东表决权委托协议), and (iv) Equity Pledge Agreement (股权质押协议), in the form as attached thereto to the share purchase agreement relating to the purchase of the Series B Shares dated April 21, 2015 as Exhibit XI.
“Conversion Price”	means, as applicable, the Series C-2 Conversion Price, the Series C-1 Conversion Price, the Series C Conversion Price, the Series B Conversion Price or the Series A Conversion Price.
“Da Chen”	means Shanghai Dachen Hengsheng Chuangye Investment LLP (上海达晨恒胜创业投资中心(有限合伙)), Xiamen Dachen Jusheng Chuangye Investment LLP (厦门达晨聚圣创业投资合伙企业(有限合伙 )), Xiao Bing(肖冰) and Beijing Chengbohan Chuangye Investment Management Center LLP (北京市程铂瀚创业投资管理中心(有限合伙 )).
“Directors”	means the members of the Board of Directors.
“Domestic Company”	means Shanghai Qingke Electrics Commerce Co., Ltd.(上海青客电子商务有限公司), a limited liability company established under the PRC Laws.
“Drag-Along Shareholder”	means (in the case of a Series C-2 Approved Sale) the Series C-2 Drag-Along Shareholders, (in the case of a Series C-1 Approved Sale) the Series C-1 Drag-Along Shareholder, (in the case of a Series C Approved Sale) the Series C Drag-Along Shareholder or (in the case of a Series B Approved Sale) the Series B Drag-Along Shareholder.

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“Dragged Shareholders”	means (in the case of a Series C-2 Approved Sale) all Shareholders other than the Series C-2 Drag-Along Shareholders, (in the case of a Series C-1 Approved Sale) all Shareholders other than the Series C-1 Drag-Along Shareholder, (in the case of a Series C Approved Sale) all Shareholders other than the Series C Drag-Along Shareholder or (in the case of a Series B Approved Sale) all Shareholders other than the Series B Drag-Along Shareholder.
“Equity Security” or “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.
“ESOP”	means a share incentive plan or other similar arrangements of the Company adopted by the Company and approved by the Board of Directors in accordance with these Articles.
“Financial Statements”	means the following financial statements, including the related notes and schedules thereto: (i) the consolidated financial statements for the Qingke Shishang Group Companies as of the Balance Sheet Date of the financial due diligence report prepared by a Big-Four Accounting Firm approved by SAIF and Youzhen, (ii) the unaudited consolidated balance sheet and the related consolidated statements of income and cash flows for the Company and the unaudited balance sheet and the related statements of income and cash flows of each of the Group Companies as of the last calendar day of the month in which the Restructuring is completed, all of which are reviewed by a Big-Four Accounting Firm approved by the SAIF and Youzhen, (iii) the unaudited consolidated balance sheet and the related consolidated statements of income and cash flows for the Company and the unaudited balance sheet and the related statements of income and cash flows for each of the Group Companies as of the last calendar day of the month preceding the Closing, all of which are reviewed by a Big-Four Accounting Firm approved by the SAIF and Youzhen.
“Founder”	means Mr. JIN Guangjie, whose ID number is 310107197306012456.
“Founder Party”	means each of the Founder and the Holding Company.

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“Government Authority”	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.
“Group Company”	means, each of the Company, the BVI Subsidiary, the US Subsidiaries, the HK Subsidiary, the PRC Subsidiaries and any other Subsidiaries of the foregoing.
“HK Subsidiary”	means Qingke (China) Limited, a company limited by shares incorporated under the Hong Kong Laws.
“Holding Company”	means BILL.com INC.
“Hong Kong”	means Hong Kong Special Administrative Region of the PRC.
“Hui Jia”	means Shanghai Huijia Chuangye Investment Co., Ltd. (上海汇嘉创业投资有限公司).
“Interested Party”	means a Founder Party, any shareholder, director, officer or employee of a Group Company, or any Affiliate of the foregoing.
“Key Employee(s)”	has the meaning set forth in the Share Subscription Agreement.
“Law”	means any law, rule, constitution, code, ordinance, statute, treaty, decree, regulation, common or customary law, order, official policy, circular, provision, administrative order, interpretation, injunction, judgment, ruling, assessment, writ or other legislative measure of any Governmental Authority.
“Liability”	means, with respect to any Person, all liabilities, obligations and commitments of such Person of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

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“Liquidation Event”	means unless otherwise agreed by the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, any of the following events: (i) the liquidation, dissolution or winding-up of any Group Company, whether voluntary or involuntary (including any liquidation in accordance with Section 1 and Section 2.4 of Schedule A); (ii) any sale, transfer, license, pledge, or otherwise disposal of all, or substantially all, of the Company’s assets; (iii) any Trade Sale or Approved Sale; (iv) the termination or the invalidation of the Control Documents in accordance with applicable Law and no appropriate substitute mechanism reasonably acceptable to the Board of Directors (including the consent of both Preferred Directors) has been implemented to achieve the consolidation of the financial statements of the Domestic Company into those of the Company in accordance with the US GAAP; or (v) any change in Control of the Company.
“Management Rights Letter”	means the management rights letter the form of which is attached to the share purchase agreement relating to the purchase of the Series B Shares dated April 21, 2015 as Exhibit VII, as amended from time to time.
“Memorandum”	means the memorandum of association of the Company, as amended from time to time.
“New Shares”	means any Preferred Shares, Ordinary Shares or other Equity Securities of the Company, whether now authorized or not, and rights, options or warrants to purchase any Equity Securities of the Company of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other Equity Securities of the Company, except for: (i) Ordinary Shares, or any option to acquire any Ordinary Shares issued to employees, officers, consultants or directors of the Company pursuant to the ESOP, which shall not exceed 5% of the issued share capital of the Company on a fully diluted and as-converted basis and as approved by the Board (including the affirmative votes of the Series C-1 Director, Series C Director, both Series B Directors and two Series A Directors); (ii) Ordinary Shares issued upon conversion of the Preferred Shares; (iii) Equity Securities of the Company issued in connection with any share split, share dividend, combination, recapitalization or reorganization or similar transaction of the Company that does not change the relative shareholding percentage of the Shareholders and as approved by the Board (including the affirmative votes of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors);

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	(iv) Equity Securities of the Company issued in the QIPO of the Company; (v) Equity Securities of the Company issued upon the exercise or conversion of any convertible securities issued prior to the Closing Date; and (vi) any Adjustment Shares (as defined in the Series C SSA, the Series C-1 SSA and the Share Subscription Agreement respectively) as may be issued to the Series C Shareholder pursuant to the Series C SSA, to the Series C-1 Shareholder pursuant to the Series C-1 SSA and to the Series C-2 Shareholder pursuant to the Share Subscription Agreement.
“Niu Xin”	means Shanghai Niuxin Chuangye Investment Center LLP (上海纽信创业投资中心(有限合伙)), Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)), Shanghai Niuxin Investment Management Co., Ltd. (上海纽信投资管理有限公司) and Shanghai Niuxin Xuhang Investment Center LLP (上海纽信续行投资中心(有限合伙)).
“Option”	means any options to purchase or rights to subscribe for Ordinary Shares, or other securities by their terms convertible into or exchangeable for Ordinary Shares, or options to purchase or rights to subscribe for such convertible or exchangeable securities.
“Ordinary Majority”	means the Ordinary Shareholder(s) holding at least 50% of the issued and outstanding Ordinary Shares.
“Ordinary Shareholder”	means any direct holder of the issued and outstanding Ordinary Shares.
“Ordinary Shares”	means collectively the Class A Ordinary Shares and Class B Ordinary Shares or any of the foregoing shares as the context may require.
“Person”	means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise, entity or legal person.
“PRC”	means the People’s Republic of China, excluding Hong Kong, Taiwan and Macau Special Administrative Region.

8

“PRC Subsidiary” means each of the WFOE, the Domestic Company, Shanghai Qingke Chuangyi Industrial Supporting Property Management Co., Ltd.(上海青客创意产业配套物业管理有限公司), Suzhou Qingke Property Management Co., Ltd.(苏州青客物业管理有限公司), Shanghai Lingqing Property Management Co., Ltd.(上海凌青物业管理有限公司), Shanghai Minqing Property Service Co., Ltd.(上海闵青物业服务有限公司), Shanghai Tangqing Property Management Co., Ltd.(上海唐青物业管理有限公司), Shanghai Qingteng Investment Management Center LLP(上海青腾投资管理中心(有限合伙)), Shanghai Qingke Public Rental Housing Leasehold Operation and Management Company Limited by Shares(上海青客公共租赁住房租赁经营管理股份有限公司), Shanghai Guqing Property Management Co., Ltd.(上海谷青物业管理有限公司), Shanghai Qingke Equipment Rental Co., Ltd.(上海青客设备租赁有限公司), Shanghai Baoshan Qingke Public Rental Leased Housing Operation And Management Co., Ltd. (上海宝山青客公共租赁用房运营管理有限公司), Shanghai Qingke Trading Co., Ltd. (上海青客贸易有限公司), Jiaxing Qingke Public Rental Housing Leasehold Investment Management Company Limited By Share (嘉兴青客公共租赁住房投资管理股份有限公司), Hangzhou Qingke Apartment Management Co., Ltd. (杭州青客公寓管理有限公司), Guangzhou Qingke Apartment Hotel Management Co., Ltd. (广州青客公寓酒店管理有限公司), Beijing Qingke Property Management Co., Ltd. (北京青客物业管理有限公司), Tianjin Qingke Apartment Management Co., Ltd.(天津青客公寓管理有限公司), Chengdu Qingke Apartment Management Co., Ltd.(成都青客公寓管理有限公司), Nanjing Qingke Apartment Management Co., Ltd.(南京青客公寓管理有限公司), Hefei Qingke Property Management Co., Ltd. (合肥青客物业管理有限公司), Xiamen Qingke Apartment Management Co., Ltd.(厦门青客公寓管理有限公司),Wuhan Qingke Apartment Hotel Management Co., Ltd.(武汉青客公寓酒店管理有限公司), Jiaxing Qingke Talent Apartment Construction and Development Co., Ltd. (嘉兴青客人才公寓建设开发有限公司), Jiaxing Huicai Property Management Co., Ltd. (嘉兴汇才物业管理有限公司), Shanghai Xiangsi Shiye Co., Ltd. (上海祥斯实业有限公司) and any other current and future corporation, company (including any limited liability company), association, partnership, joint venture or other business entity from time to time organized and existing under the Laws of the PRC (i) which is a Subsidiary of the Company or (ii) whose financial reporting is consolidated with the Company or its Subsidiary in any of their audited financial statements.

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“Preferred Directors”	means, collectively, the Series C-1 Director, the Series C Director, the Series B Directors and the Series A Directors.
“Preferred Shareholders”	means, collectively, the Series C-2 Shareholders, the Series C-1 Shareholders, the Series C Shareholders, the Series B Shareholders and the Series A Shareholders, and “Preferred Shareholder” refers to any of the Preferred Shareholders.
“Preferred Shares”	means, the preferred shares of par value of US$0.00001 each in the authorised share capital of the Company including without limitation, the Series C-2 Shares, the Series C-1 Shares, the Series C Shares, the Series B Shares and Series A Shares or any of the foregoing shares as the context may require.
“Previous A-1 Investment Agreements”	means (i) the investment agreement by and among Qingke Shishang, Shanghai Niuxin Chuangye Investment Center LLP (上海纽信创业投资中心(有限合伙)), Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)), Shanghai Niuxin Investment Management Co., Ltd. (上海纽信投资管理有限公司) and certain other parties therein dated 28 February 2012; (ii) the equity transfer agreement by and among Mrs. SONG Guiying, Mr. JIN Guangjie, Shanghai Niuxin Chuangye Investment Center LLP (上海纽信创业投资中心(有限合伙)), Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)) and Shanghai Chuangye Jieli Investment Management Co., Ltd. (上海创业接力投资管理有限公司) dated 29 February, 2012; (iii) the equity transfer agreement by and among Shanghai Chuangye Jieli Investment Management Co., Ltd. (上海创业接力投资管理有限公司), Mr. JIN Guangjie and Shanghai Niuxin Investment Management Co., Ltd. (上海纽信投资管理有限公司) dated 14 June 2012; (iv) the equity transfer agreement by and between Mr. JIN Guangjie and Shanghai Niuxin Investment Management Co., Ltd. (上海纽信投资管理有限公司) dated 28 June 2012; (v) the equity transfer agreement by and between Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)) and Shanghai Yijia Investment Co., Ltd. (上海驿家投资有限公司) dated 1 November 2012; (vi) the equity transfer agreement by and among Mr. JIN Guangjie, Shanghai Niuxin Chuangye Investment Center LLP (上海纽信创业投资中心(有限合伙)), Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)), Shanghai Niuxin Investment Management Co., Ltd. (上海纽信投资管理有限公司) and Shanghai Yijia Investment Co., Ltd. (上海驿家投资有限公司) dated 1 November 2012; (vii) the equity transfer agreement by and between Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)) and Shanghai Youzhen Investment Management Center LLP (上海宥珍投资管理中心(有限合伙)) dated 15 August 2013; (viii) the equity transfer agreement by and between Shanghai Niuxin Chuanglian Investment Center LLP (上海纽信创连投资中心(有限合伙)) and Shanghai Yijia Investment Co., Ltd. (上海驿家投资有限公司) dated 15 August 2013; (ix) the equity transfer agreement by and between Shanghai Niuxin Chuangye Investment Center LLP (上海纽信创业投资中心(有限合伙)) and Shanghai Niuxin Xuhang Investment Center LLP (上海纽信续行投资中心(有限合伙)) dated 9 July 2014; (x) the equity transfer agreement by and between Shanghai Kunlong Investment Co., Ltd. (上海坤隆投资顾问有限公司) and Shanghai Youzhen Investment Management Center LLP (上海宥珍投资管理中心(有限合伙)) dated 15 August 2013, and (xi) the equity transfer agreement by and among Shanghai Youzhen Investment Management Center LLP (上海宥珍投资管理中心(有限合伙)), Shanghai Dachen Hengsheng Chuangye Investment Center LLP (上海达晨恒胜创业投资中心(有限合伙)), Xiamen Dachen Junsheng Chuangye Investment LLP (厦门达晨聚圣创业投资合伙企业(有限合伙)), Mr. XIAO Bing and Beijing Chengbohan Chuangye Investment Management Center LLP (北京市程铂瀚创业投资管理中心(有限合伙 )) dated January 2014.

10

“Previous A-2 Investment Agreement”

means the investment agreement by and among Qingke Shishang, Hui Jia and certain other parties therein dated December 2012.

“Previous A-3 Investment Agreements”

means (i) the investment agreement by and among Qingke Shishang, Da Chen and certain other parties therein dated January 2014, and (ii) the equity transfer agreement by and among Shanghai Youzhen Investment Management Center LLP (上海宥珍投资管理中心(有限合伙)), Shanghai Dachen Hengsheng Chuangye Investment Center LLP (上海达晨恒胜创业投资中心(有限合伙)), Xiamen Dachen Junsheng Chuangye Investment LLP (厦门达晨聚圣创业投资合伙企业(有限合伙 )), Mr. XIAO Bing and Beijing Chengbohan Chuangye Investment Management Center LLP (北京市程铂瀚创业投资管理中心(有限合伙 )) dated January 2014.

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“Proprietary Asset”	means (i) all inventions and patents, together with all applications, reissuances, continuations, revisions, and extensions thereof, (ii) all registered and material unregistered trademarks, service marks, trade dress, logos, trade names and corporate names and domain names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works (including, without limitation, all works of authorship, works made for hire and mask works), all copyrights (together with all applications, registrations and renewals in connection therewith) and all material unregistered copyrights, (iv) all trade secrets and confidential business information (including ideas, know-how, formulas, compositions, manufacturing and production processes and techniques, methods, technology, technical data, designs, drawings, flowcharts, diagrams, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (v) all software, (vi) all other proprietary rights, (vii) all licenses, sublicenses, agreements, consents or permissions related to the foregoing, (viii) all media on which any of the foregoing is stored or all documentation related to any of the foregoing and (viii) any of the above reflected in the balance sheets of the Financial Statements and in the asset list attached to the Restructuring Plan.
“Qingke Shishang”	means Shanghai Qingke Shishang Living Service Company Limited by Shares (上海青客时尚生活服务股份有限公司).
“Qingke Shishang Group Company” or “Qingke Shishang Group Companies”	means each of Qingke Shishang and any of its Subsidiaries prior to the Restructuring (including but not limited to Shanghai Qingke Chuangyi Industrial Supporting Property Management Co., Ltd. (上海青客创意产业配套物业管理有限公司), Suzhou Qingke Property Management Co., Ltd.(苏州青客物业管理有限公司), Shanghai Yijia Property Management Co., Ltd.(上海驿家物业管理有限公司), Shanghai Minqing Property Service Co., Ltd.(上海闵青物业服务有限公司), Shanghai Tangqing Property Management Co., Ltd.(上海唐青物业管理有限公司), Shanghai Qingteng Investment Management Center LLP(上海青腾投资管理中心(有限合伙)), Shanghai Qingke Public Rental Housing Leasehold Operation and Management Company Limited by Shares(上海青客公共租赁住房租赁经营管理股份有限公司) and Shanghai Guqing Property Management Co., Ltd.(上海谷青物业管理有限公司).

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“QIPO”	means a firm commitment underwritten public offering of the Ordinary Shares (or securities representing such Ordinary Shares) on an internationally recognized securities exchange or board (whether in the United States or in another jurisdiction) as may be approved by the Series C-2 Shareholders or the Series C-1 Shareholders: (i) pursuant to which all Shares converted from the Preferred Shares will become listed and publicity tradable; (ii) with a pre-offering market capitalization of the Company of US$800,000,000 or more (on a fully diluted basis); and (iii) where such public offering results in proceeds to the Company in excess of US$160,000,000, after deducting all expenses of the public offering, including but not limited to underwriters fees, legal expenses, auditors fees and other third party expenses, provided, however, subject to the provisions set forth in the Shareholders’ Agreement and these Articles, if all Preferred Directors other than the Series C-1 Director have reached consensus on the plan of an initial public offering, the Series C-2 Shareholders and the Series C-1 Shareholders agree to waive (ii) and (iii) above to the extent that such agreed initial public offering shall (x) have a pre-offering market capitalization of the Company of no lower than US$600,000,000 (on a fully diluted basis); and (y) result in proceeds to the Company in excess of 20% of the pre-offering market capitalization (after deducting all expenses), which shall be no lower than US$120,000,000.
“Restructuring”	means a series of transactions and corporate actions (including but not limited to the transfer of certain properties, assets and contract rights) between the Group Companies and the Qingke Shishang Group Companies as contemplated under the Restructuring Plan.
“Restructuring Plan”	means the restructuring plan of the Group Company as set forth in Exhibit XIII attached to the share purchase agreement relating to the purchase of the Series B Shares dated April 21, 2015.
“RMB”	means the lawful currency of the PRC from time to time.
“SAIF”	means SAIF IV Consumer (BVI) Limited and its successors in title, assigns and transferees.
“Seal”	means the common seal of the Company and includes every duplicate seal.
“Securities Act”	means the US Securities Act of 1933, as amended and interpreted from time to time.
“Series A Conversion Price”	means, as applicable, the Series A-1 Conversion Price, the Series A-2 Conversion Price or the Series A-3 Conversion Price.

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“Series A Majority”	means the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A Shares.
“Series A Purchase Price”	means, the Series A-1 Purchase Price with respect to the Series A-1 Shares, the Series A-2 Purchase Price with respect to the Series A-2 Shares or the Series A-3 Purchase Price with respect to the Series A-3 Shares, as applicable and as the case might be.
“Series A Shares”	means the series A preferred shares of the Company of US$0.00001 each consisting of the Series A-1 Shares, the Series A-2 Shares and the Series A-3 Shares.
“Series A Shareholder”	means a holder of any issued and outstanding Series A Shares.
“Series A-1 Majority”	means, the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A-1 Shares.
“Series A-1 Purchase Price”	means the purchase price for each Series A-1 Share calculated based on the total amount invested by Niu Xin and Shanghai Youzhen Investment Management Center LLP (上海宥珍投资管理中心(有限合伙)) in Qingke Shishang (including the purchase price paid to both Qingke Shishang and the relevant transferors) pursuant to the Previous A-1 Investment Agreements, the median exchange rate between RMB and US$ published by the China Foreign Exchange Trading System (as published on the official website of the People’s Bank of China) on February 29, 2012, and the number of Series A-1 Shares outstanding on the date hereof, subject to adjustment as a result of share split, share division, share combination, share dividend, reorganization, mergers, consolidations, reclassifications, exchanges, substitutions, recapitalization or similar events. In the event of any error in calculation, the Company and Series A-1 Shareholders shall take all necessary measures as soon as possible to cure such error and indemnify the other Shareholders against all losses incurred in connection with or arising out of such error.
“Series A-1 Shares”	means the Series A Shares designated as series A-1 preferred shares of the Company.
“Series A-1 Shareholder”	means a holder of any issued and outstanding Series A-1 Shares.
“Series A-2 Majority”	means, the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A-2 Shares.

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“Series A-2 Purchase Price”	means the purchase price for each Series A-2 Share calculated based on the total amount invested by Hui Jia in Qingke Shishang (including the purchase price paid to both Qingke Shishang and the relevant transferors) pursuant to the Previous A-2 Investment Agreement, the median exchange rate between RMB and US$ published by the China Foreign Exchange Trading System (as published on the official website of the People’s Bank of China) on August 15, 2013, and the number of Series A-2 Shares outstanding on the date hereof, subject to adjustment as a result of share split, share division, share combination, share dividend, reorganization, mergers, consolidations, reclassifications, exchanges, substitutions, recapitalization or similar events. In the event of any error in calculation, the Company and Series A-2 Shareholders shall take all necessary measures as soon as possible to cure such error and indemnify the other Shareholders against all losses incurred in connection with or arising out of such error.
“Series A-2 Shares”	means the Series A Shares designated as series A-2 preferred shares of the Company.
“Series A-2 Shareholder”	means a holder of any issued and outstanding Series A-2 Shares.
“Series A-3 Majority”	means, the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A-3 Shares.
“Series A-3 Purchase Price”	means the purchase price for each Series A-3 Share calculated based on the total amount invested by Da Chen in Qingke Shishang (including the purchase price paid to both Qingke Shishang and the relevant transferors) pursuant to the Previous A-3 Investment Agreements, the median exchange rate between RMB and US$ published by the China Foreign Exchange Trading System (as published on the official website of the People’s Bank of China) on February 24, 2014, and the number of Series A-3 Shares outstanding on the date hereof, subject to adjustment as a result of share split, share division, share combination, share dividend, reorganization, mergers, consolidations, reclassifications, exchanges, substitutions, recapitalization or similar events. In the event of any error in calculation, the Company and Series A-3 Shareholders shall take all necessary measures as soon as possible to cure such error and indemnify the other Shareholders against all losses incurred in connection with or arising out of such error.
“Series A-3 Shares”	means the Series A Shares designated as Series A-3 preferred shares of the Company.
“Series A-3 Shareholder”	means a holder of any issued and outstanding Series A-3 Shares.

15

“Series B Majority”	means the Series B Shareholder(s) holding at least 50% of the issued and outstanding Series B Shares.
“Series B Shares”	means the Series B preferred shares of the Company of US$0.00001 each.
“Series B Shares Issue Date”	means the date on which the Series B Shares are first issued by the Company.
“Series B Shareholder”	means a holder of any issued and outstanding Series B Shares.
“Series B Purchase Price”	means US$0.125 for each Series B Share.
“Series C Majority”	means the Series C Shareholder(s) holding at least 50% of the issued and outstanding Series C Shares.
“Series C Shares”	means the Series C preferred shares of the Company of US$0.00001 each.
“Series C Shares Issue Date”	means the date on which the Series C Shares are first issued by the Company pursuant to the Series C SSA.
“Series C Shareholder”	means a holder of any issued and outstanding Series C Shares.
“Series C SSA”	means the Series C Preferred Share Subscription Agreement dated July 26, 2017 by and among the Company, the Series C Shareholder and certain other parties thereto.
“Series C Subscription Price”	means US$0.25 for each Series C Share.
“Series C-1 Majority”	means the Series C-1 Shareholder(s) holding at least 50% of the issued and outstanding Series C-1 Shares.
“Series C-1 Shares”	means the Series C-1 preferred shares of the Company of US$0.00001 each.
“Series C-1 Shares Issue Date”	means the date on which the Series C-1 Shares are first issued by the Company pursuant to the Series C-1 SSA.
“Series C-1 Shareholder”	means a holder of any issued and outstanding Series C-1 Shares.
“Series C-1 Subscription Price”	means US$0.29 for each Series C-1 Share.
“Series C-1 SSA”	means the Series C-1 Preferred Share Subscription Agreement dated March 16, 2018 by and among the Company, the Series C-1 Shareholder and certain other parties thereto.

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“Series C-2 Majority”	means the Series C-2 Shareholder(s) holding at least 50% of the issued and outstanding Series C-2 Shares.
“Series C-2 Shares”	means the Series C-2 preferred shares of the Company of US$0.00001 each.
“Series C-2 Shares Issue Date”	means the date on which the Series C-2 Shares are first issued by the Company pursuant to the Share Subscription Agreement.
“Series C-2 Shareholder”	means a holder of any issued and outstanding Series C-2 Shares.
“Series C-2 Subscription Price”	means US$0. 3045 for each Series C-2 Share.
“Share” and “Shares”	means a share or shares in the Company (including the Ordinary Shares and the Preferred Shares) and includes a fraction of a share.
“Share Subscription Agreement”	means that the Series C-2 Preferred Share Subscription Agreement dated January 30, 2019 by and among the Company, the Series C-2 Shareholder and certain other parties thereto.
“Shareholder” and “Shareholders”	means a holder or holders of the Shares.
“Shareholders’ Agreement”	means that the Third Amended and Restated Shareholders’ Agreement dated June 3, 2019 by and among the Company, the Preferred Shareholders and certain other parties thereto.
“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”	means the Companies Law (2016 Revision) of the Cayman Islands and every statutory modification or re-enactment thereof for the time being in force.
“Subsidiary”	means, (i) in respect of any Person, any corporation, company (including any limited Liability company), association, partnership, joint venture or other business entity of which at least a majority of the total voting power of the voting stock is at the time owned or controlled (including contractual control), directly or indirectly, by: (a) such Person,

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	(b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person. and (ii) in respect of the Company, any of its PRC Subsidiaries in addition to any Subsidiary described above, any Person Controlled directly or indirectly by any of the foregoing and any Person whose financial statements are consolidated into those of the Company under the applicable accounting standards.
“Total Internal Rate of Return”	means, in respect of a Series C Share, the annual rate based on a 365-day period used to discount each cash flow in respect of such Series C Share (such cash flow to include subscription or purchase consideration, cash dividends and distributions received, and cash received from redemption of shares) to the date of payment in full of such Series C Preference Amount or Series C Redemption Price (as the case may be) such that the present value of the aggregate cash flow equals zero.
“Trade Sale”	means any of the following transactions: (i) the merger or acquisition of any Group Company (whether by a sale of equity, merger, consolidation, amalgamation or scheme of arrangement) in which in excess of 50% of such Group Company’s voting power outstanding before such transaction is transferred; or (ii) the sale or other disposition of all or substantially all of the Equity Securities of any Group Company, or all or substantially all of the assets or businesses of any Group Company.
“Transaction Documents”	means, collectively: (i) for the purposes of Section 2.3 of Schedule A, the Series C SSA, the Shareholders’ Agreement, this Second Amended and Restated Memorandum and Articles of Association, the director indemnification agreement the form of which is attached to the Series C SSA as Exhibit XI, as amended from time to time, the Management Rights Letter, the non-compete letter the form of which is attached to the Series C SSA as Exhibit VIII, as amended from time to time, the Control Documents and all ancillary documents as referred to in such documents;

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	(ii) for the purposes of Section 2.2 of Schedule A, the Series C-1 SSA, the Shareholders’ Agreement, this Second Amended and Restated Memorandum and Articles of Association, the director indemnification agreement the form of which is attached to the Series C-1 SSA as Exhibit X, as amended from time to time, the Management Rights Letter, the non-compete letter the form of which is attached to the Series C-1 SSA as Exhibit VII, as amended from time to time, the Control Documents and all ancillary documents as referred to in such documents; (iii) for all other purposes, the Share Subscription Agreement, the Shareholders’ Agreement, this Second Amended and Restated Memorandum and Articles of Association, the Management Rights Letter, the Control Documents and all ancillary documents as referred to in such documents.
“Transfer”	means any direct or indirect transfer, sale, assignment or any other disposal (including creation of any encumbrance), and its verb form and the terms of “transferor” and “transferee” shall have the meaning correlative to the foregoing. In the case that any Share is held by its ultimate beneficial owner through one or more level of holding companies, any transfer, repurchase, or new issuance of the shares of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Share shall be deemed as an indirect transfer of such Shares. The restrictions on the transfer of the Shares held by the Founder Parties contained in these Articles shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares.
“U.S.”	means the United States of America.
“US GAAP”	means the generally accepted accounting principles of the United States of America.
“US Subsidiary”	means QK365.Com, Inc., a corporation incorporated under the Laws of the State of Delaware.
“US$”	means the lawful currency of the United States of America from time to time.
“Warrantors”	means, collectively, the Group Companies, the Founder and the Holding Company.
“WFOE”	means Q&K Investment Consulting Co., Ltd. (上海青客投资咨询有限公司), a limited liability company established under the PRC Laws.
“Youzhen”	means YOUZHEN INC.

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In addition, the following terms shall have the meanings as defined in the Sections or Exhibits set forth below:

“Appraiser”	Section 51
“Approved Sale Date”	Section 5.6 of Schedule A
“Drag-Along Notice”	Section 5.6 of Schedule A
“IPO Approval Event”	Section 2.4(b) of Schedule A
“Issuance Notice”	Section 7.2(a)
“Issuance Shares”	Section 7.1
“New Price”	Section 3.4(a)(i) of Schedule A
“Over-Allotment Issuance Shares”	Section 7.2(c)
“Over-Allotment Transfer Shares”	Section 47.2(c)
“Potential Purchaser”	Section 5.1 of Schedule A
“Potential Subscriber”	Section 7.1
“Potential Transferee”	Section 47.1
“PR Holder”	Section 7
“Preemptive Right”	Section 7.1
“Preferred Right of First Offer”	Section 48.1
“Preferred Right of First Refusal”	Section 47.1
“Preferred ROFR Holder”	Section 47
“Purchasing PR Holder”	Section 7.2(c)
“Purchasing ROFR Holder”	Section 47.2(c)
“Redeeming Series B Shareholders”	Section 2.4(a) of Schedule A
“Redeeming Series C Shareholder”	Section 2.3 of Schedule A
“Redeeming Series C-1 Shareholder”	Section 2.2 of Schedule A
“Redeeming Series C-2 Shareholder”	Section 2.1 of Schedule A
“Right of Co-Sale”	Section 49.1
“ROCS Holder”	Section 49
“ROFO Acceptance Notice”	Section 48.2(c)
“ROFO Acceptance Period”	Section 48.2(c)
“ROFO Exercise Notice”	Section 48.2(b)
“ROFO Exercise Period”	Section 48.2(b)
“Series A Director” or “Series A Directors”	Section 4.2(e) of Schedule A
“Series A-1 Conversion Price”	Section 3.1(g) of Schedule A
“Series A-2 Conversion Price”	Section 3.1(f) of Schedule A
“Series A-1 Director”	Section 4.2(d) of Schedule A
“Series A-3 Conversion Price”	Section 3.1(e) of Schedule A
“Series A Preference Amount”	Section 1(d) of Schedule A
“Series B Approved Sale”	Section 5.4 of Schedule A
“Series B Conversion Price”	Section 3.1(d) of Schedule A
“Series B Directors”	Section 4.2(c) of Schedule A
“Series B Drag-Along Shareholders”	Section 5.4 of Schedule A
“Series B Dragged Shareholders”	Section 5.4 of Schedule A
“Series B Preference Amount”	Section 1(c) of Schedule A
“Series B Redemption Date”	Section 2.4(a) of Schedule A
“Series B Redemption Notice”	Section 2.4(a) of Schedule A
“Series B Redemption Price”	Section 2.4(a) of Schedule A
“Series C Approved Sale”	Section 5.3 of Schedule A
“Series C Conversion Price”	Section 3.1(c) of Schedule A
“Series C Director”	Section 4.2(a) of Schedule A

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“Series C Drag-Along Shareholder”	Section 5.3 of Schedule A
“Series C Dragged Shareholders”	Section 5.3 of Schedule A
“Series C Preference Amount”	Section 1(b) of Schedule A
“Series C Redemption Date”	Section 2.3 of Schedule A
“Series C Redemption Notice”	Section 2.3 of Schedule A
“Series C Redemption Price”	Section 2.3 of Schedule A
“Series C Transfer Notice”	Section 48.2(a)
“Series C Transfer Shares”	Section 48.1
“Series C Transferor”	Section 48.1
“Series C-1 Approved Sale”	Section 5.2 of Schedule A
“Series C-1 Conversion Price”	Section 3.1(b) of Schedule A
“Series C-1 Director”	Section 4.2(a) of Schedule A
“Series C-1 Drag-Along Shareholder”	Section 5.2 of Schedule A
“Series C-1 Dragged Shareholders”	Section 5.2 of Schedule A
“Series C-1 Preference Amount”	Section 1(b) of Schedule A
“Series C-1 Redemption Date”	Section 2.2 of Schedule A
“Series C-1 Redemption Notice”	Section 2.1 of Schedule A
“Series C-1 Redemption Price”	Section 2.2 of Schedule A
“Series C-2 Approved Sale”	Section 5.1 of Schedule A
“Series C-2 Conversion Price”	Section 3.1(a) of Schedule A
“Series C-2 Drag-Along Shareholders”	Section 5.1 of Schedule A
“Series C-2 Dragged Shareholders”	Section 5.1 of Schedule A
“Series C-2 Preference Amount”	Section 1(a) of Schedule A
“Series C-2 Redemption Date”	Section 2.1 of Schedule A
“Series C-2 Redemption Notice”	Section 2.1 of Schedule A
“Series C-2 Redemption Price”	Section 2.1 of Schedule A
“Shareholder with Identity Issue”	Section 2.4(b) of Schedule A
“Tag Shares”	Section 49.2(a)
“Third Party Purchaser”	Section 48.2(d)
“Transfer Notice”	Section 47.2(a)
“Transfer Shares”	Section 47.1
“Transferor”	Section 47.1
“Unpaid Redemption Notice”	Section 2.5(h) of Schedule A
“Unredeemed Shareholder”	Section 2.5(h) of Schedule A

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In the Articles:

1.1 words importing the singular number include the plural number and vice versa;

1.2 words importing the masculine gender include the feminine gender;

1.3 words importing persons include corporations;

1.4 “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an electronic record;

1.5 references to provisions of any Law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

1.6 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.7 headings are inserted for reference only and shall be ignored in construing these Articles; and

1.8 in these Articles, Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.

PRIORITY OF THE PROVISIONS SET OUT IN THE SCHEDULE

2 All provisions set out in the main body of these Articles shall be read in conjunction with and shall be subject to the terms set out in the Schedule A hereto, which provide further details on the rights of Preferred Shareholders. In the event of any inconsistencies between the provisions set out in the main body of these Articles and the provisions set out in the Schedule A hereto, the provisions set out in the Schedule A hereto shall, to the maximum extent permitted under applicable laws, prevail.

COMMENCEMENT OF BUSINESS

3 The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.

4 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

ISSUE OF SHARES

5 Subject to the other provisions in the Memorandum and Articles, including Section 4.3 of Schedule A, (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant Options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.

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6 The Company shall not issue Shares to bearer.

PREEMPTIVE RIGHTS

7 Each Preferred Shareholder (a “PR Holder”) shall have the Preemptive Right as set forth below.

7.1 Preemptive Right. Subject to Section 4.3 of Schedule A, Section 9.14 of the Shareholders’ Agreement and other than in a QIPO, each PR Holder shall have a right (the “Preemptive Right”) (but not an obligation) to purchase all or part of its pro rata share, based on its percentage of the issued and outstanding Ordinary Shares, calculated on an as-converted basis, of any New Shares (the “Issuance Shares”) that the Company may, from time to time after the Closing, propose to issue to any potential purchaser (the “Potential Subscriber”) as set forth in this.

7.2 Procedure.

(a) Issuance Notice. If the Company proposes to issue any New Shares, it shall give each PR Holder a written notice (an “Issuance Notice”) of such intention, describing (i) type and number of the New Shares to be issued, (ii) identity of the Potential Subscriber, (iii) price and other material terms and conditions upon which the Company proposes to issue such Issuance Shares and (iv) a valuation report issued by an Appraiser in respect of any non-cash consideration pursuant to Section 5.1 of Schedule A (if applicable).

(b) Exercise. Each PR Holder shall have fifteen (15) days after the receipt of the Issuance Notice to irrevocably elect to purchase all or a portion of its initial pro rata share of the Issuance Shares on the same price and terms and conditions as indicated on the Issuance Notice by notifying the Company in writing of the number of Issuance Shares to be purchased. For the purposes of the Preemptive Right, each PR Holder’s “initial pro rata share” shall be determined according to the aggregate number of all Shares held by such PR Holder on the date of the Issuance Notice in relation to the aggregate number of all Shares then issued and outstanding on such date (calculated on an as-converted basis).

(c) Over-Allotment. If any PR Holder fails to elect to purchase all of its initial pro rata share of the Issuance Shares, then such unpurchased Issuance Shares (“Over-Allotment Issuance Shares”) shall be made available to each PR Holder who has elected to purchase all of its initial pro rata share of the Issuance Shares for over-allotment (the “Purchasing PR Holder”). The Company shall deliver an over-allotment notice to each Purchasing PR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Purchasing PR Holder shall have five (5) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares on the same price and terms and conditions as indicated on the Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Purchasing PR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among Purchasing PR Holders by allocating to each Purchasing PR Holder the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to it, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated among the Purchasing PR Holders. Each Purchasing PR Holder who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a Purchasing PR Holder will receive in each allocation step, such Purchasing PR Holder’s “over-allotment pro rata share” shall be determined according to the aggregate number of all Shares held by such Purchasing PR Holder on the date of the Issuance Notice in relation to the aggregate number of all Shares held by all Purchasing PR Holders who participate in such allocation step on such date (calculated on an as-converted basis).

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(d) Closing. If any PR Holder elects to purchase Issuance Shares, then payment for the Issuance Shares to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against delivery of such Issuance Shares to be purchased, at a place and time agreed to by the Company and the PR Holder that have elected to purchase a majority of the Issuance Shares; provided that the scheduled time for closing shall not be later than thirty (30) days, and not earlier than ten (10) Business Days, following the expiration of the last period during which any PR Holder may elect to purchase any Issuance Share (including Over-Allotment Issuance Share).

7.3 Permitted Issuance to Potential Subscriber. For a period of sixty (60) days following the expiration of the last period during which any PR Holder may elect to purchase any Issuance Share (including Over-Allotment Issuance Share), the Company may issue any Issuance Shares with respect to which the PR Holder’ Preemptive Rights were not exercised, to the Potential Subscriber identified in the Issuance Notice and at a price and upon terms not more favorable than those specified in the Issuance Notice. In the event the Company has not issued such Issuance Shares (including Over-Allotment Issuance Shares) within such sixty (60) day period, the Company shall not thereafter issue any New Shares, without first again complying with the terms of this Article 7.

7.4 Adherence to these Articles. The Company shall cause each Potential Subscriber to execute and deliver a deed of adherence substantially in form set forth in Exhibit F in the Shareholders’ Agreement prior to the issue of any Issuance Share (including an Over-Allotment Issuance Share) to such Potential Subscriber.

ORDINARY SHARES

8 The rights, preferences, privileges and limitations of the Ordinary Shares of the Company are as follows:

8.1 Liquidation. Upon the liquidation, dissolution or winding up of the Company, the assets and funds of the Company shall be distributed as provided in Section 1 of Schedule A.

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8.2 Voting Rights. Save as otherwise provided by the Statute and/ or these Articles (including the provisions of Schedule A), the holders of the Class A Ordinary Shares and the Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. Save as otherwise provided by these Articles (including the provisions of Schedule A), the holder of each Class A Ordinary Share shall have the right to one (1) vote with respect to such Class A Ordinary Share, and the holder of each Class B Ordinary Share shall have the right to one hundred (100) votes with respect to such Class B Ordinary Share. The holder of each Ordinary Share shall be entitled to notice of any general meeting in accordance with these Articles, and shall be entitled to vote upon such matters and in such manner as may be provided for in these Articles.

8.3 One (1) Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time by the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Shares by 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.

8.4 Any number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:

(a) any direct or indirect sale, Transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or an Interested Party of such holder, or any direct or indirect Transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any Person that is not an Interested Party of such holder;

for avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party rights of whatever on any Class B Ordinary Share to secure contractual or legal obligations shall not be deemed as a sale, Transfer, assignment or disposition of such Class B Ordinary Share unless and until any such pledge, charge, encumbrance or any other third party right is enforced and results in the third party holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to such Class B Ordinary Shares, in which case all such number of Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares; or

(b) any direct or indirect sale, Transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or any direct or indirect Transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or any direct or indirect sale, Transfer, assignment or disposition of all or substantially all of the assets of a holder of Class B Ordinary Shares that is an entity to any Person that is not an Interested Party of such holder;

for avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party rights of whatever on any issued and outstanding voting securities or the assets of a holder of Class B Ordinary Shares that is an entity to secure contractual or legal obligations shall not be deemed as a sale, Transfer, assignment or disposition under this clause (b) unless and until any such pledge, charge, encumbrance or any other third party right is enforced and results in the third party holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to such issued and outstanding voting securities or the assets;

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(c) the Founder ceasing to be a director and the chief executive officer of the Company;

(d) the Founder ceasing to be the ultimate beneficial owner of any outstanding Class B Ordinary Shares;

(e) the Founder ceasing to be the ultimate beneficial owner of the Holding Company or any Person who holds Class B Ordinary Shares; or

(f) the Founder Parties being permanently unable to attend board meetings and manage the business affairs of any Group Company as a result of incapacity due to his then physical and/or mental condition (which, for avoidance of doubt, does not include any confinement against his will).

8.5 Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of re-designation of each such Class B Ordinary Share as a Class A Ordinary Share.

8.6 No Class A Ordinary Shares are convertible into Class B Ordinary Shares under any circumstances.

8.7 Save and except for voting rights and conversion rights as set out in this Article 8, the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

REGISTER OF SHAREHOLDERS

9 The Company shall maintain or cause to be maintained the register of members in accordance with the Statute.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

10 For the purpose of determining Shareholders entitled to notice of, or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other purpose, the Directors may provide that the register of members shall be closed for transfers for a stated period which shall not in any case exceed forty (40) days. If the register of members shall be closed for the purpose of determining Shareholders entitled to notice of, or to vote at, a meeting of Shareholders the register of members shall be closed for at least ten (10) days immediately preceding the meeting.

11 In lieu of, or apart from, closing the register of members, the Directors may fix in advance or arrange a date as the record date for any such determination of Shareholders entitled to notice of, or to vote at any meeting of the Shareholders or any adjournment thereof, or for the purpose of determining the Shareholders entitled to receive payment of any dividend or in order to make a determination of Shareholders for any other purpose.

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

CERTIFICATES FOR SHARES

13 A Shareholder shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares have been surrendered and cancelled.

14 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

15 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

REDEMPTION AND REPURCHASE OF SHARES

16 Subject to the Statute and the other provisions in the Memorandum and Articles including Section 4.3 of Schedule A, the Company may 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 such Shares shall be effected in such manner as the Company may determine before the issue of the Shares or as set forth in the Articles.

17 Subject to the Statute and other provisions in the Memorandum and Articles including Section 4.3 of Schedule A, the Company may purchase its own Shares (including any redeemable Shares).

18 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

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VARIATION OF RIGHTS OF SHARES

19 Subject to Schedule A attached hereto, and subject to the Statute and without prejudice to Article 5, all or any of the special rights for the time being attached to the Shares or any class of Shares may, unless otherwise provided by the terms of issue of the Shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the affirmative vote or written consent of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, voting as a separate class at a general meeting of the holders of the Shares of that class. The provisions of these Articles relating to general meetings shall, mutatis mutandis, apply to every class meeting of the holders of one class of Shares except that the necessary quorum shall be one or more person(s) 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.

20 Subject to Schedule A attached hereto, the rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

21 The Company may, in so far as the Statute permits, pay a commission to any person as consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

NON RECOGNITION OF TRUSTS

22 The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

LIEN ON SHARES

23 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Shareholder (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Shareholder or his estate, either alone or jointly with any other person, whether a Shareholder or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

24 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen (14) clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

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25 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee 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 sale or the exercise of the Company’s power of sale under these Articles.

26 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any residue shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

CALL ON SHARES

27 Subject to the terms of the allotment the Directors may from time to time make calls upon the Shareholders in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Shareholder shall (subject to receiving at least fourteen (14) days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

28 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

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

30 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part.

31 An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

32 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

33 The Directors may, if they think fit, receive an amount from any Shareholder willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Shareholder paying such amount in advance.

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34 No such amount paid in advance of calls shall entitle the Shareholder paying such amount to any portion of a dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

FORFEITURE OF SHARES

35 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid together with any interest, which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

36 If the notice is not complied with any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture.

37 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

38 A person any of whose Shares have been forfeited shall cease to be a Shareholder in respect of them and shall surrender to the Company for cancellation of the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as may be agreed upon between such person and the Company, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

39 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is disposed of 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.

40 The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

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TRANSFER AND TRANSMISSION OF SHARES

41 The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the register of members. The Directors may decline to register any transfer of Shares if such transfer of Shares does not comply with the terms of any agreement between the Company and such transferring Shareholder.

42 If a Shareholder dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Shareholder is not thereby released from any liability in respect of any Share, which had been jointly held by him.

43 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Shareholder (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some person nominated by him as the transferee. If he elects to become the holder, he shall give notice to the Company to that effect, 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 Shareholder before his death or bankruptcy, as the case may be.

44 If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

45 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, 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 ownership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share. If the notice is not complied with within ninety (90) days of being received or deemed to be received as determined pursuant to the Articles, 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.

RESTRICTIONS ON TRANSFER OF SHARES

46 Transfer Restriction of Founder Parties. At any time prior to the QIPO, each of the Founder Parties shall not Transfer any Shares directly or indirectly owned by them without the prior written consent of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, other than any Transfer of Shares pursuant to the enforcement of the Founder Share Charge and the Holding Company Share Charge (each as defined in the Series C SSA).

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47 Preferred Right of First Refusal. Each Preferred Shareholder (a “Preferred ROFR Holder”) shall have the Preferred Right of First Refusal as set forth below.

47.1 Each Preferred ROFR Holder shall have a right of first refusal (the “Preferred Right of First Refusal”) (but not an obligation) to purchase certain portion of the Shares owned by any Founder Party or Ordinary Shares owned by any Ordinary Shareholder (the “Transfer Shares”) that the Founder Party or such Ordinary Shareholder (a “Transferor”) may propose to transfer, directly or indirectly, in whole or in part, to any bona fide potential transferee (the “Potential Transferee”) as set forth in this Article 47.

47.2 Procedure.

(a) Transfer Notice. If any Transferor proposes to transfer any Transfer Shares to any Potential Transferee, then the Transferor shall give the Company and each Preferred ROFR Holder a written notice (the “Transfer Notice”) of such intention, describing (i) type and number of the Transfer Shares to be transferred, (ii) identity of the Potential Transferee, (iii) price and other material terms and conditions upon which the Transferor proposes to transfer such Transfer Shares, and (iv) a valuation report issued by an Appraiser in respect of any non-cash consideration pursuant to Section 5.1 of Schedule A (if applicable). The Transfer Notice shall certify that the Transferor has received a definitive offer from the Potential Transferee on the terms set forth in the Transfer Notice.

(b) Exercise. Each Preferred ROFR Holder shall have fifteen (15) days after the receipt of the Transfer Notice to irrevocably elect to purchase all or portion of its initial pro rata share of the Transfer Shares at the same price terms and conditions and subject to the same material terms and conditions as described in the Transfer Notice by notifying the Transferor and the Company in writing of the number of Transfer Shares to be purchased. For the purposes of the Preferred Right of First Refusal, each Preferred ROFR Holder’s “initial pro rata share” shall be determined according to the aggregate number of all Shares held by such Preferred ROFR Holder on the date of the Transfer Notice in relation to the aggregate number of all Shares held by all Preferred ROFR Holders on such date (calculated on an as-converted basis).

(c) Over-Allotment. If any Preferred ROFR Holder fails to elect to purchase all of its initial pro rata share of the Transfer Shares, then such unpurchased Transfer Shares (the “Over-Allotment Transfer Shares”) shall be made available to each Preferred ROFR Holder who has elected to purchase all of its initial pro rata share of the Transfer Shares for over-allotment (the “Purchasing ROFR Holder”). Upon the earlier of (i) the expiration of the 15-day exercise period as provided under Article 47.2(b) above, or (ii) the time when the Transferor has received the written notice of each Preferred ROFR Holder in respect of its exercise of the Preferred Right of First Refusal, the Transferor shall deliver an over-allotment notice to the Company and each Purchasing ROFR Holder to inform them of the aggregate number of Over-Allotment Transfer Shares that are available for over-allotment. Each Purchasing ROFR Holder shall have five (5) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Transfer Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice by notifying the Transferor and the Company in writing of the number of Over-Allotment Transfer Shares to be purchased. If the aggregate number of the Over-Allotment Transfer Shares elected to be purchased by all Purchasing ROFR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Transfer Shares that are available for over-allotment, then the number of the Over-Allotment Transfer Shares shall be allocated among Purchasing ROFR Holders by allocating to each Purchasing ROFR Holder the lesser of (A) the number of Over-Allotment Transfer Shares it elects to purchase, and (B) its over-allotment pro rata share of the Over-Allotment Transfer Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Transfer Shares are allocated among the Purchasing ROFR Holders. Each Purchasing ROFR Holder who has been allocated all the Over-Allotment Transfer Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Transfer Shares that a Purchasing ROFR Holder will receive in each allocation step, such Purchasing ROFR Holder’s “over-allotment pro rata share” shall be determined according to the aggregate number of all Shares held by such Purchasing ROFR Holder on the date of the Transfer Notice in relation to the aggregate number of all Shares held by all Purchasing ROFR Holders who participate in such allocation step on such date (calculated on an as-converted basis).

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(d) Closing. If any Preferred ROFR Holder elects to purchase the Transfer Shares, then the payment for the Transfer Shares to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against delivery of such Transfer Shares to be purchased, at a place and time agreed by the Transferor and the Purchasing ROFR Holder that have elected to purchase a majority of the Transfer Shares, provided that the scheduled time for closing shall not be later than thirty (30) days, and not earlier than ten (10) Business Days, following the expiration of the last period during which any Preferred ROFR Holder may elect to purchase any Transfer Share (including Over-Allotment Transfer Share).

47.3 Permitted Transfer to the Potential Transferee. For a period of sixty (60) days following the expiration of the last period during which any Preferred ROFR Holder may elect to purchase any Transfer Share (including Over-Allotment Transfer Share), subject to the ROCS Holders’ Right of Co-Sale under Article 49, the Transferor may sell any remaining Transfer Shares with respect to which the Preferred ROFR Holders’ Preferred Right of First Refusal was not exercised, to the Potential Transferee identified in the Transfer Notice and at a price and upon terms not more favorable than these specified in the Transfer Notice. In the event that the Transferor has not sold such Transfer Shares within such sixty (60) day period, the Transferor shall not thereafter sell any Shares, without first again complying with Articles 47 and 49.

48 Preferred Right of First Offer. The Founder shall have the Preferred Right of First Offer as set forth below.

48.1 The Founder shall have a right of first offer (the “Preferred Right of First Offer”) (but not an obligation) to purchase the Shares owned by any Series C Shareholder (the “Series C Transfer Shares”) that a Series C Shareholder (a “Series C Transferor”) may propose to transfer, directly or indirectly, in whole or in part, to a third party as set forth in this Article 48, provided that the Preferred Right of First Offer shall not apply to any Shares proposed to be transferred by a Series C Transferor to management of the Company pursuant to Section 4 of the Share Subscription Agreement or to any of its Affiliates.

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48.2 Procedure.

(a) Transfer Notice. If a Series C Transferor proposes to transfer any Series C Transfer Shares to a third party, then the Series C Transferor shall give the Company and the Founder a written notice (the “Series C Transfer Notice”) of such intention, describing (i) the name of the Series C Transferor, and (ii) the number of Series C Transfer Shares to be transferred.

(b) Exercise. The Founder shall have fifteen (15) days after the receipt of the Transfer Notice (the “ROFO Exercise Period”) to exercise its right to, by delivering a written notice (the “ROFO Exercise Notice”) to the Series C Transferor, irrevocably elect to purchase, or nominate another Founder Party to purchase, all, but not less than all, of the Series C Transfer Shares. The ROFO Exercise Notice shall set forth the purchase price and the other terms and conditions upon which the Founder is prepared to purchase all of the Series C Transfer Shares. The failure of the Founder to give a ROFO Exercise Notice within the ROFO Exercise Period shall be deemed to be a waiver of the Founder’s Preferred Right of First Offer.

(c) Acceptance Notice. The Series C Transferor shall have thirty (30) days after receipt of the ROFO Exercise Notice (the “ROFO Acceptance Period”) to accept the offer in the ROFO Exercise Notice by delivering a written notice (the “ROFO Acceptance Notice”) to the Founder. A ROFO Acceptance Notice shall be irrevocable and shall constitute a binding agreement by the Series C Transferor to sell the Series C Transfer Shares in full to the Founder or another Founder Party nominated by the Founder in accordance with the terms and conditions in the ROFO Exercise Notice. The failure of the Series C Transferor to give an ROFO Acceptance Notice within the ROFO Acceptance Period shall be deemed to be non-acceptance of the offer in the ROFO Exercise Notice.

(d) Sale to a Third Party Purchaser. If the Series C Transferor does not accept, or is deemed not to accept, the offer in the ROFO Exercise Notice or the Founder does not deliver a ROFO Exercise Notice within the ROFO Exercise Period, the Series C Transferor may sell all of the Series C Transfer Shares to any person other than a Competitor (the “Third Party Purchaser”) provided that (1) such sale is bona fide, (2) if a ROFO Exercise Notice is delivered, the price for the sale to the Third Party Purchaser is at a price not less than the price set forth in the ROFO Exercise Notice and the sale is otherwise on terms and conditions no less favorable to the Series C Transferor than those set forth in the ROFO Exercise Notice.

(e) Closing. Any purchase of the Series C Transfer Shares by the Founder or another Founder Party nominated by the Founder pursuant to the delivery of the ROFO Acceptance Notice to the Founder, shall be completed not later than thirty (30) days, and not earlier than ten (10) Business Days, following the date of the ROFO Acceptance Notice and the Founder shall pay, or procure another Founder Party nominated by the Founder Party, the Purchase Price for the Series C Transfer Shares to the Series C Transferor by wire transfer in immediately available funds against receipt of such payment in full, the Series C Transferor shall deliver to the Founder or another Founder Party nominated by the Founder a duly executed instrument of transfer and share certificate in the name of the Series C Transferor with respect to the Series C Transfer Shares.

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49 Right of Co-Sale. Each Preferred Shareholder (a “ROCS Holder”) shall have the Right of Co-Sale as set forth below.

49.1 Each ROCS Holder that has not exercised its Preferred Right of First Refusal shall have the right (but not an obligation) to participate in the Transferor’s sale of Transfer Shares as set forth in this Article 49 (the “Right of Co-Sale”).

49.2 Procedure.

(a) Exercise. If a ROCS Holder does not elect to purchase any Transfer Shares pursuant to the Preferred Right of First Refusal, such ROCS Holder shall have fifteen (15) days after the receipt of the Transfer Notice to irrevocably elect to exercise its Right of Co-Sale related to the sale of the Transfer Shares (the “Tag Shares”) at the same price and subject to the same material terms and conditions as described in the Transfer Notice by notifying the Transferor and the Company in writing of the number of Shares intended to be sold by such ROCS Holder. This Right of Co-Sale shall not apply to any sale of Transfer Shares among the Founder Parties or among or to management or employees of the Group Companies.

If the aggregate number of Shares (on an as-converted basis) that the ROCS Holders desire to sell (as evidenced by written notice delivered to the Transferor and the Company) exceeds the number of Tag Shares, each ROCS Holder exercising the Right of Co-Sale will be entitled to sell up to its pro rata share of the Tag Shares.

For the purposes of the Right of Co-Sale, each ROCS Holder’s “pro rata share” shall be determined according to the aggregate number of all Shares held by such ROCS Holder on the date of the Transfer Notice in relation to the aggregate number of all Shares held by all ROCS Holders exercising the Right of Co-Sale and the Transferor on such date (calculated on an as-converted basis).

(b) Reduction of Shares Sold by the Transferor. To the extent that any ROCS Holder exercises its Right of Co-Sale, the number of Transfer Shares that the Transferor may sell to the Purchasing ROFR Holder(s) (if any) and the Potential Transferee shall be correspondingly reduced by the aggregate number of the Tag Shares elected to be sold by the ROCS Holder(s).

(c) Closing. The sale of the Tag Shares to the Purchasing ROFR Holder(s) (if any) and the Potential Transferee by the participating ROCS Holders shall be consummated simultaneously with the sale by the Transferor. To the extent that any Purchasing ROFR Holder or any Potential Transferee refuses to purchase any Tag Shares from a ROCS Holder, the Transferor shall not sell to such Purchasing ROFR Holder or Potential Transferee any Shares unless and until, simultaneously with such sale, the Transferor shall purchase from such participating ROCS Holders such Tag Shares that such participating ROCS Holders would otherwise be entitled to sell to the Potential Transferee pursuant to its Right of Co-Sale.

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(d) Breach of Co-Sale. If a Transferor breaches any provision of this Article 49.2 as against a ROCS Holder, the ROCS Holder shall have the right to require the Transferor, and the Transferor shall be obliged, to purchase such Tag Shares that such participating ROCS Holder would otherwise be entitled to sell to the Purchasing ROFR Holder and/or the Potential Transferee pursuant to its Right of Co-Sale at the same price and subject to the same material terms and conditions as described in the Transfer Notice within fifteen (15) days after the delivery of written notice by the ROCS Holder to the Transferor.

(e) Permitted Transfer to the Potential Transferee. For a period of sixty (60) days following the expiration of the last period during which any Preferred ROFR Holder may elect to purchase any Transfer Share (including Over-Allotment Transfer Share), subject to the ROCS Holders’ Right of Co-Sale under this Article 49, the Transferor may sell any remaining Transfer Shares with respect to which the Preferred ROFR Holders’ Preferred Right of First Refusal was not exercised, to the Potential Transferee identified in the Transfer Notice and at a price and upon terms not more favorable than those specified in the Transfer Notice. In the event that the Transferor has not sold such Transfer Shares within such sixty (60) day period, the Transferor shall not thereafter sell any Shares, without first again complying with Articles 47 and 49.

50 Transfer by Preferred Shareholder. Each Preferred Shareholder shall have the right to transfer its shares in the Company to any Affiliate or any third party (other than to a Competitor). None of the holders of Preferred Shares or their Affiliates shall transfer any Preferred Shares or Ordinary Shares (as the case may be) held by such holder to a Competitor, without the prior written consent of the Founder.

51 Valuation of Non-Cash Consideration. If any consideration offered pursuant to Articles 46 to 54 will be payable in property other than cash, then the value of such property shall be determined by an internationally reputable appraiser (the “Appraiser”) jointly selected by, (i) in the case of the Preemptive Right, the Company and the Preferred Directors, or (ii) in the case of the Preferred Right of First Refusal, the Transferor, provided that the Appraiser shall not be an appraiser which has provided services to the Company or the Transferor (as applicable) for three (3) years before such appointment. Any valuation by the Appraiser shall be completed prior to an Issuance Notice (in the case of the Preemptive Right) or the Transfer Notice (in the case of the Preferred Right of First Refusal). All costs of the Appraiser shall be borne by (i) in the case of the Preemptive Right, the Company, or (ii) in the case of the Preferred Right of First Refusal, the Transferor.

52 Apportion. Each PR Holder may apportion Issuance Shares that it is entitled to purchase pursuant to its Preemptive Right among its Affiliates; provided that such PR Holder notifies the Company in writing. Each Preferred ROFR Holder may apportion Transfer Shares that it is entitled to purchase pursuant to its Preferred Right of First Refusal among its Affiliates; provided that such Preferred ROFR Holder notifies the Transferor and the Company in writing, and the Preferred ROFR Holder shall cause such Affiliate to execute and deliver a deed of adherence substantially in the form set forth in Exhibit F in the Shareholders’ Agreement prior to the issue of any Issuance Share or the Transfer of any Transfer Share to such Affiliate.

53 Effect on Subsequent Transaction. The exercise, non-exercise or waiver of any Preemptive Right, Preferred Right of First Refusal, Preferred Right of First Offer or Right of Co-Sale in respect of a particular issuance or transfer of Shares shall not adversely affect such right in respect of any subsequent issuance or transfer of Shares.

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54 Calculation of Shares. The number of Shares shall be calculated on an as converted to Ordinary Shares basis.

55 New Shareholders. Unless otherwise approved by the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, any new shareholder of the Company who is not already a Party to these Articles shall, not later than the time that it becomes a shareholder of the Company, agree in writing that it adheres to, and will be bound by, the terms of these Articles as a Party to these Articles. Any Shareholder Transferring any Share shall cause the transferee to execute and deliver a deed of adherence substantially in the form set forth in Exhibit F in the Shareholders’ Agreement, prior to such Transfer becoming effective.

56 Prohibited Issuance or Transfer Void. The Company agrees that any issuance or transfer of Shares not made in compliance with these Articles shall be null and void as against the Company, shall not be recorded on the register of members of the Company and shall not be recognized by the Company.

57 Registration of transfer pursuant to a security interest. Notwithstanding anything contained in these Articles, the Directors shall not decline to register any transfer of Shares, nor may they suspend registration thereof where such transfer is:

(i) to any person or entity to whom such Shares have been charged by way of security; or

(ii) by any mortgagee or charge, pursuant to the power of sale under such security; or

(iii) by any mortgage or charge in accordance with the terms of the relevant security document.

For the purposes of this Article, a certificate by any official of such mortgagee or charge that the Shares were so charged and/or that the transfer was so executed shall be conclusive evidence of such facts and any references to a mortgagee or charge shall include any nominee of such mortgagee or charge.

REGISTERED OFFICE

58 Subject to the Statute, the Company may by resolution of the Directors change the location of its registered office.

GENERAL MEETINGS

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

60 The Company shall, if required by the Statute, in each 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 the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

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61 The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting.

62 The Directors may call general meetings, and they shall on a Shareholders requisition forthwith proceed to convene an extraordinary general meeting of the Company.

63 A Shareholders requisition is a requisition of Shareholders of the Company holding at the date of deposit of the requisition not less than ten percent (10%) of the outstanding capital of the Company which as at that date carries the right of voting at general meetings of the Company.

64 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.

65 If the Directors do not within twenty-one (21) 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 (21) 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 (3) months after the expiration of the said twenty-one (21) days.

66 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

67 Written notice shall be given not less than ten (10) days nor more than sixty (60) days before the date of 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 manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

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

67.2 in the case of an extraordinary general meeting, by a majority in number of the Shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five percent (95%) of the outstanding Shares giving that right.

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68 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

69 No business shall be transacted at any general meeting unless a quorum is present. A general meeting shall be deemed duly constituted if, at the commencement of and throughout the meeting, there are present in person or by proxy the holders of more than fifty percent (50%) of the outstanding Shares entitled to vote (including the Preferred Shareholders).

70 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

71 Subject to Section 4.3 of Schedule A, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

72 If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholders present shall be a quorum.

73 The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

74 If no Director is willing to act as chairman or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, the Shareholders present shall choose one of their number to be chairman of the meeting.

75 The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

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76 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Shareholder or Shareholders collectively present in person or by proxy and holding at least ten percent (10%) of the outstanding Shares giving a right to attend and vote at the meeting demand a poll.

77 Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

78 The demand for a poll may be withdrawn.

79 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

80 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

81 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote.

VOTES OF SHAREHOLDERS

82 Subject to any rights or restrictions attached to any Shares, on a show of hands every Shareholder who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or proxy, shall have one (1) vote and on a poll every Shareholder shall have one (1) vote for every Share of which he is the holder, except as otherwise provided under Article 8 and Section 4.1 of Schedule A.

83 In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members.

84 A Shareholder of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Shareholder’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

85 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Shareholder on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

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86 No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

87 On a poll or on a show of hands votes may be cast either personally or by proxy. A Shareholder may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Shareholder appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands.

88 A Shareholder holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

PROXIES

89 The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Shareholder of the Company.

90 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:

90.1 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

90.2 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

90.3 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 (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.

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91 The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

92 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

CORPORATE SHAREHOLDERS

93 Any corporation or other non-natural person which is a Shareholder may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Shareholder.

SHARES THAT MAY NOT BE VOTED

94 Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

DIRECTORS

95 Except as otherwise provided herein, the number of Directors of the Company shall be determined from time to time by the Board of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscriber(s) to the Memorandum. Each Director shall hold office until such Director’s successor is elected and qualified or until such Director’s earlier resignation or removal. Any Director may resign at any time upon written notice to the Company.

POWERS OF THE DIRECTORS

96 Subject to the Statute and the other provisions in the Memorandum and Articles (including Section 4.3 of Schedule A) and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

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97 Subject to Section 4.3 of Schedule A, all cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

98 Subject to Section 4.3 of Schedule A, the Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

99 Subject to Section 4.3 of Schedule A, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

APPOINTMENT AND REMOVAL OF DIRECTORS

100 Except as otherwise provided in these Articles (including the provisions of Schedule A), Directors shall be appointed by the Shareholders in the manner set out in Section 4.2 of Schedule A.

101 [Intentionally left blank]

VACATION OF OFFICE OF DIRECTOR

102 Subject to the provisions in Schedule A, the office of a Director shall be vacated if:

102.1 he gives notice in writing to the Company that he resigns the office of Director; or

102.2 if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or

102.3 if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

102.4 if he is found to be or becomes of unsound mind.

PROCEEDINGS OF DIRECTORS

103 Subject to the other provisions in the Memorandum and Articles, the Directors may regulate their proceedings as they think fit. Subject to the other provisions in the Memorandum and Articles (including Section 4.3 of Schedule A), questions arising at any Board meeting shall be decided by a majority of the votes of the Directors and alternate Directors present at a meeting at which there is a quorum. In the case of an equality of votes, the chairman does not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appoint or to a separate vote on behalf of his appoint or in addition to his own vote.

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104 A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

105 Subject to Section 4.3 of Schedule A, a resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

106 A Director or alternate Director may, or other officer of the Company on the requisition of a Director or alternate Director shall, call a meeting of the Directors by at least five (5) Business Days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.

107 The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but not for any of the purpose.

108 The Directors may elect a chairman of the Board of Directors and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

109 All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.

110 Any Director who expects to be unable to attend a Board of Director meeting because of absence, illness or otherwise, may appoint any Person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend the Board of Director meeting and to vote thereat and to do, in the place and stead of his appointor, any other act or thing that his appointor is permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office.

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PRESUMPTION OF ASSENT

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

DIRECTORS’ INTERESTS

112 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.

113 A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

114 A Director or alternate Director of the Company may become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

115 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon, provided that, if a Ordinary Director (or her alternate in her absence) is interested in a transaction with the Company (including any repurchase of Shares by the Company from the Holding Company), she shall be disqualified from or abstained from voting in respect of such transaction if any Preferred Director so requires.

116 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

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MINUTES

117 The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

118 The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing Director and the appointment of a managing Director shall be revoked forthwith if he ceases to be a Director. Subject to Section 4.3 of Schedule A, any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

119 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Subject to Section 4.3 of Schedule A, any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

120 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

121 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

122 Subject to Section 4.3 of Schedule A, the Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment and subject to Section 4.3 of Schedule A, an officer may be removed by resolution of the Directors or Shareholders.

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ALTERNATE DIRECTORS

123 Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

124 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.

125 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

126 Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

127 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

NO MINIMUM SHAREHOLDING

128 A Director is not required to hold Shares.

REMUNERATION OF DIRECTORS

129 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to reimbursement, of all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

130 Subject to Section 4.3 of Schedule A, the Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

SEAL

131 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by, subject to Section 4.3 of Schedule A, the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one (1) person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.

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132 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

133 A Director, officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

134 Subject to the Statute and the other provisions in the Memorandum and Articles (including Section 4.3 of Schedule A), the Directors may declare dividends and distributions on Shares in issue and authorise payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

135 No dividends or distributions of any nature whatsoever shall be paid on or in respect of any Ordinary Shares unless and until a dividend in like amount has been first paid in full on the Series A Shares, Series B Shares, Series C Shares, Series C-1 Shares and Series C-2 Shares (in each case pro rata, on an as-converted basis). In the case of any such Dividend or distribution that is so consented to, the Company shall concurrently therewith pay to the holders of the Preferred Shares the amount of such dividend and/or distribution with respect to all outstanding Preferred Shares on an as-converted basis as set forth in Article 135.

136 The Directors may deduct from any dividend or distribution payable to any Shareholder all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

137 Subject to Schedule A attached hereto, the Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors (including the Preferred Directors) may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed in order to adjust the rights of all Shareholders and may vest any such specific assets in trustees as may seem expedient to the Directors (including the Preferred Directors).

138 Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the register of members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.

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139 No dividend or distribution shall bear interest against the Company.

140 Any dividend which cannot be paid to a Shareholder and/or which remains unclaimed after six (6) months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain as a debt due to the Shareholder. Any dividend which remains unclaimed after a period of six (6) years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.

CAPITALISATION

141 Subject to Section 4.3 of Schedule A, the Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Shareholders in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Shareholders concerned). The Directors may authorise any person to enter on behalf of all of the interested Shareholders into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

BOOKS OF ACCOUNT

142 The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five (5) years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

143 In addition to the Company’s contractual rights but subject to the Company’s contractual obligations, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting or set forth in any agreement to which the Company is a party.

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144 The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Law.

AUDIT

145 The Directors may appoint an Auditor of the Company who shall hold office until removed from office, subject to Section 4.3 of Schedule A, by a resolution of the Directors, and may fix his or their remuneration.

146 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

147 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors, the Series C-2 Majority, the Series C-1 Majority, the Series C Majority or any general meeting of the Shareholders.

NOTICES

148 Notices shall be in writing and may be given or made (and shall be deemed to have been duly given or made upon receipt) by the Company to any Shareholder either personally or by sending it by courier, registered or certified mail (postage prepaid, return receipt requested) fax or e-mail to him or to his address as shown in the register of members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Shareholder). Any notice, if posted from one country to another, is to be sent via FedEx or a similar internationally recognized overnight courier service.

149 Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a written confirmation of delivery, and to have been effected at the earlier of (i) delivery (or when delivery is refused) and (ii) expiration of two (2) Business Days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or e-mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid, if such day is a Business Day and if sent during normal business hours of the recipient, otherwise the next Business Day. Notwithstanding the foregoing, to the extent a “with a copy to” address is designated, notice must also be given to such address in the manner above for such notice, request, consent or other communication hereunder to be effective.

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150 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Shareholder in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

151 Notice of every general meeting shall be given in any manner herein before authorised to every person shown as a Shareholder in the register of members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Shareholder of record where the Shareholder of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

INDEMNITY

152 Every Director, agent or officer of the Company shall be indemnified to the fullest extent permissible under the Law against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or wilful default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or wilful deceit of such Director, agent or officer. References in this Article to actual fraud or wilful default mean a finding to such effect by a competent court in relation to the conduct of the relevant party.

FINANCIAL YEAR

153 Unless of Directors otherwise prescribe, the financial year of the Company shall end on 30th September in each year and, following the year of incorporation, shall begin on 1st of October in each year.

TRANSFER BY WAY OF CONTINUATION

154 If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and the Memorandum and the Articles (including Section 4.3 of Schedule A) and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the Laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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SUPREMACY CLAUSE

155 If any provisions of these Articles at any time conflict with any of the provisions of the Shareholders’ Agreement, the provisions of the Shareholders’ Agreement shall prevail between the Shareholders only and the Shareholders shall whenever necessary exercise all voting and other rights and powers available to them to procure the amendment of these Articles to the extent necessary to permit the control, direction, business and affairs of the Company and matters pertaining to the rights of Shareholders to be carried out in accordance with the Shareholders’ Agreement.

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SCHEDULE A

Rights, Preferences and Privileges of Preferred Shares

The rights, preferences and privileges granted to and imposed on the Preferred Shares are as set forth in this Schedule A. This Schedule A is an attachment to the main body of the Memorandum and Articles and form a part of the Memorandum and Articles. All provisions set out in the main body of the Memorandum and Articles shall be read in conjunction with and shall be subject to the terms set out in this Schedule A. In the event of any inconsistencies between the provisions set out in the main body of the Memorandum and Articles and the provisions set out in this Schedule A, the provisions set out in this Schedule A shall, to the maximum extent permitted under applicable laws, prevail.

All references in this Schedule A to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Schedule A unless explicitly stated otherwise.

1. LIQUIDATION

In a Liquidation Event, all assets and funds of the Company legally available for distribution to the Shareholders shall, by reason of the Shareholders’ ownership of the Shares, be distributed as follows:

(a) Prior and in preference to any distribution of any of the assets of the Company to the Ordinary Shareholders, the Series A Shareholders, the Series B Shareholders, the Series C Shareholder or the Series C-1 Shareholder, each Series C-2 Shareholder shall be entitled to receive for each outstanding Series C-2 Share held, an amount equal to one hundred percent (100%) of the Series C-2 Subscription Price, plus an amount that gives a compounded annualized return of fifteen percent (15%) of the Series C-2 Subscription Price, calculated from the Series C-2 Shares Issue Date to the date on which the Series C-2 Preference Amount is paid in full, and all accrued or declared but unpaid dividends (the “Series C-2 Preference Amount”); provided that, if the Company’s assets and funds are insufficient for the full payment of the Series C-2 Preference Amount to all the Series C-2 Shareholders, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series C-2 Shareholders in proportion to the aggregate Series C-2 Preference Amount each such Series C-2 Shareholder is otherwise entitled to receive pursuant to this Section 1(a);

(b) After distribution or payment in full of the Series C-2 Preference Amount pursuant to Section 1(a), if there are remaining assets and funds of the Company available for distribution, prior and in preference to any distribution of any of the assets of the Company to the Ordinary Shareholders, the Series A Shareholders or the Series B Shareholders, each Series C-1 Shareholder and each Series C Shareholder shall be entitled to receive the amounts as calculated below respectively on a pari passu basis: (i) each Series C-1 Shareholder shall be entitled to receive for each outstanding Series C-1 Share held, an amount equal to one hundred percent (100%) of the Series C-1 Subscription Price, plus an amount that gives a compounded annualized return of fifteen percent (15%) of the Series C-1 Subscription Price, calculated from the Series C-1 Shares Issue Date to the date on which the Series C-1 Preference Amount is paid in full, and all accrued or declared but unpaid dividends (the “Series C-1 Preference Amount”), and (ii) each Series C Shareholder shall be entitled to receive for each outstanding Series C Share held, an amount equal to one hundred percent (100%) of the Series C Subscription Price, plus an amount that gives a Total Internal Rate of Return equal to fifteen percent (15%) per annum, calculated from the Series C Shares Issue Date to the date on which the Series C Preference Amount is paid in full, and all declared but unpaid dividends (the “Series C Preference Amount”); provided that, if the Company’s assets and funds are insufficient for the full payment of the Series C-1 Preference Amount to all the Series C-1 Shareholders and the full payment of the Series C Preference Amount to all the Series C Shareholders, then (x) the entire assets and funds of the Company legally available for distribution shall be allocated so that 45% of such assets and funds are apportioned for distribution to the Series C Shareholders and 55% are apportioned for distribution to the Series C-1 Shareholders, deeming the Series C Shares and the Series C-1 Shares respectively as a single class, (y) such assets and funds apportioned for distribution to the Series C Shareholders shall be distributed ratably among the Series C Shareholders in proportion to the aggregate Series C Preference Amount each such Series C Shareholder is otherwise entitled to receive pursuant to this Section 1(b), and (z) such assets and funds apportioned for distribution to the Series C-1 Shareholders shall be distributed ratably among the Series C-1 Shareholders in proportion to the aggregate Series C-1 Preference Amount each such Series C-1 Shareholder is otherwise entitled to receive pursuant to this Section 1(b);

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(c) After distribution or payment in full of the Series C-2 Preference Amount pursuant to Section 1(c), the Series C-1 Preference Amount and the Series C Preference Amount pursuant to Section 1(a), if there are remaining assets and funds of the Company available for distribution, the Series B Shareholders shall be entitled to receive for each outstanding Series B Share held, an amount equal to one hundred percent (100%) of the Series B Purchase Price, plus an amount that indicates an internal rate of return equal to twelve percent (12%) per annum, and all declared but unpaid dividends (the “Series B Preference Amount”); provided that, if the Company’s assets and funds are insufficient for the full payment of the Series B Preference Amount to all the Series B Shareholders, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series B Shareholders in proportion to the aggregate Series B Preference Amount each such Series B Shareholder is otherwise entitled to receive pursuant to this Section1(c);

(d) After distribution or payment in full of the Series C-2 Preference Amount, the Series C-1 Preference Amount, the Series C Preference Amount and the Series B Preference Amount pursuant to Section1(a), Section 1(b) and Section 1(c) respectively, if there are remaining assets and funds of the Company legally available for distribution, the Series A Shareholders shall be entitled to receive for each outstanding Series A Share held, an amount equal to one hundred percent (100%) of the Series A Purchase Price, plus all declared but unpaid dividends (the “Series A Preference Amount”), provided that, if the Company’s remaining assets and funds are insufficient for the full payment of the Series A Preference Amount to all the Series A Shareholders, then the remaining assets and funds of the Company legally available for distribution shall be distributed ratably among the Series A Shareholders in proportion to the aggregate Series A Preference Amount each such Series A Shareholder is otherwise entitled to receive pursuant to this Section 1(d);

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(e) After distribution or payment in full of the Series C-2 Preference Amount, the Series C-1 Preference Amount, the Series C Preference Amount, the Series B Preference Amount and the Series A Preference Amount pursuant to Section 1(a), Section1(b), Section 1(c) and Section 1(d) respectively, the remaining assets and funds of the Company legally available for distribution to the Shareholders shall be distributed ratably among the Shareholders in proportion to the number of Ordinary Shares held by them (on an as-converted basis).

2. REDEMPTION

The Series C-2 Shareholders, the Series C-1 Shareholder, the Series C Shareholder and the Series B Shareholders shall have redemption rights as follows:

2.1 Redemption Right of the Series C-2 Shareholders.

If (i) a QIPO is not completed by 30 June 2021, (ii) a material breach occurs by any Warrantors of any of their respective representations, warranties, covenants or undertakings under the Transaction Documents, and if such has not been cured within thirty (30) days after the issuance of a written notice by any Series C-2 Shareholder to the Company, or (iii) a Series C-1 Put Notice (as defined in the Shareholders’ Agreement) or a Series C-1 Redemption Notice or a Series C Put Notice (as defined in the Shareholders’ Agreement) or a Series C Redemption Notice or a Series B Redemption Notice has been delivered to the Company, upon written request (the “Series C-2 Redemption Notice”) by the Series C-2 Shareholders (each, a “Redeeming Series C-2 Shareholder”), the Company shall, subject to compliance with all applicable laws, redeem part or all of the outstanding Series C-2 Shares held by such Redeeming Series C-2 Shareholder as requested in the Series C-2 Redemption Notice within thirty (30) days after the date of receipt of such request or such other date as agreed by the Company and such Redeeming Series C-2 Shareholder (the “Series C-2 Redemption Date”). The redemption price for each Series C-2 Share shall be equal to the higher of the following plus any and all declared but unpaid dividends: (i) one hundred percent (100%) of the Series C-2 Subscription Price, plus an amount that gives a compounded annualized return of fifteen percent (15%) of the Series C-2 Subscription Price, calculated from the Series C-2 Shares Issue Date to the date on which the Series C-2 Redemption Price is paid in full, or (ii) the fair market value of such Series C-2 Shares as determined by an independent appraiser jointly appointed by the Redeeming Series C-2 Shareholders and the Company (the “Series C-2 Redemption Price”).

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2.2 Redemption Right of the Series C-1 Shareholder.

If (i) a QIPO is not completed by 30 June 2021, (ii) a material breach occurs by any Warrantors of any of their respective representations, warranties, covenants or undertakings under the Transaction Documents, and if such has not been cured within thirty (30) days after the issuance of a written notice by any Series C-1 Shareholder to the Company, or (iii) a Series C Put Notice (as defined in the Shareholders’ Agreement) or a Series C Redemption Notice or a Series B Redemption Notice has been delivered to the Company, upon written request (the “Series C-1 Redemption Notice”) by a Series C-1 Shareholder (each, a “Redeeming Series C-1 Shareholder”), the Company shall, subject to compliance with all applicable laws, redeem part or all of the outstanding Series C-1 Shares held by such Redeeming Series C-1 Shareholder as requested in the Series C-1 Redemption Notice within thirty (30) days after the date of receipt of such request or such other date as agreed by the Company and such Redeeming Series C-1 Shareholder (the “Series C-1 Redemption Date”). The redemption price for each Series C-1 Share shall be equal to the higher of the following plus any and all declared but unpaid dividends: (i) one hundred percent (100%) of the Series C-1 Subscription Price, plus an amount that gives a compounded annualized return of fifteen percent (15%) of the Series C-1 Subscription Price, calculated from the Series C-1 Shares Issue Date to the date on which the Series C-1 Redemption Price is paid in full, or (ii) the fair market value of such Series C-1 Shares as determined by an independent appraiser jointly appointed by the Redeeming Series C-1 Shareholder and the Company (the “Series C-1 Redemption Price”).

2.3 Redemption Right of the Series C Shareholder.

If (i) a QIPO is not completed by the earlier of the fourth (4th) anniversary of the Series C Shares Issue Date and 30 June 2021, (ii) a material breach occurs by any Warrantors of any of their respective representations, warranties, covenants or undertakings under the Transaction Documents, and if such has not been cured within thirty (30) days after the issuance of a written notice by any Series C Shareholder to the Company, or (iii) a Series C-1 Put Notice (as defined in the Shareholders’ Agreement) or a Series C-1 Redemption Notice or a Series B Redemption Notice has been delivered to the Company, upon written request (the “Series C Redemption Notice”) by a Series C Shareholder (each, a “Redeeming Series C Shareholder”), the Company shall redeem part or all of the outstanding Series C Shares held by such Redeeming Series C Shareholder as requested in the Series C Redemption Notice within thirty (30) days after the date of receipt of such request or such other date as agreed by the Company and such Redeeming Series C Shareholder (the “Series C Redemption Date”). The redemption price for each Series C Share shall be equal to the higher of the following plus any and all declared but unpaid dividends: (i) one hundred percent (100%) of the Series C Subscription Price, plus an amount that gives a Total Internal Rate of Return equal to fifteen percent (15%) per annum, calculated from the Series C Shares Issue Date to the date on which the Series C Redemption Price is paid in full, or (ii) the fair market value of such Series C Shares (the “Series C Redemption Price”).

2.4 Redemption Right of the Series B Shareholder.

(a) At any time after the earlier of (i) the Company’s failure to complete a QIPO before the fourth (4th) anniversary of the Series B Shares Issue Date; or (ii) the occurrence of an IPO Approval Event, upon written request (the “Series B Redemption Notice”) by the Series B Majority (the “Redeeming Series B Shareholders”) to the Company copied to each Series C Shareholder, the Company shall redeem part or all of the outstanding Series B Shares held by the Series B Shareholders as requested in the Series B Redemption Notice within thirty (30) days after the date of receipt of such request or such other date as agreed by the Company and the Series B Majority (the “Series B Redemption Date”). The redemption price for each Series B Share shall be equal to the higher of the following plus any and all declared but unpaid dividends: (i) one hundred percent (100%) of the Series B Purchase Price, plus an amount that indicates an internal rate of return equal to twelve percent (12%) per annum, calculated from the Series B Shares Issue Date to the date on which the Series B Redemption Price is paid in full, or (ii) the fair market value of such Series B Shares (the “Series B Redemption Price”).

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(b) For the purpose of this Section 2.4(a), an “IPO Approval Event” means if any Series B Shareholder is aware of the fact or has sufficient reason to believe that, due to the identity of certain other Shareholders of the Company (the “Shareholder with Identity Issue”), the initial public offering of the Company will be subject to the approval of any Government Authority of the PRC, and, upon the written request of such Series B Shareholder, the Warrantors fail to resolve such issue in a manner satisfactory to such Series B Shareholder (including but not limited to, obtaining such approvals, or repurchasing the Shares held by such Shareholder with Identity Issue at a price and condition satisfactory to such Series B Shareholder) within a time period as indicated in such written request.

2.5 Procedure.

(a) If the Company’s funds legally available for any redemption of the Series C-2 Shares, Series C-1 Shares, Series C Shares and Series B Shares pursuant hereto are insufficient to permit the payment of the Series C-2 Redemption Price, the Series C-1 Redemption Price, the Series C Redemption Price and the Series B Redemption Price in full in respect of each Series C-2 Share, Series C-1 Share, Series C Share and Series B Share required to be redeemed, then prior to redemption of any Series C-1 Share, Series C Share or Series B Share, all such funds shall be first applied to payment for the redemption of the Series C-2 Shares on a pari passu basis; if such funds applied to the redemption of the Series C-2 Shares pursuant hereto are insufficient to permit the payment of the Series C-2 Redemption Price in full in respect of each Series C-2 Share required to be redeemed, the Company shall effect the redemption among the Series C-2 Shareholders requesting such redemption in proportion to the aggregate Series C-2 Redemption Price each such Series C-2 Shareholder is otherwise entitled to receive hereunder;

(b) After payment has been made in full for the redemption of all Series C-2 Shares, prior to redemption of any Series B Shares, all remaining funds legally available shall be then applied to payment for the redemption of the Series C-1 Shares and the redemption of the Series C Shares on a pari passu basis. If the Company’s funds legally available for any redemption of the Series C-1 Shares and Series C Shares pursuant hereto are insufficient to permit the payment of the Series C-1 Redemption Price and the payment of the Series C Redemption Price in full in respect of each Series C-1 Share and each Series C Share required to be redeemed, 45% of such funds shall be applied to pay for the redemption of the Series C Shares and 55% of such funds shall be applied to pay for the redemption of the Series C-1 Shares.

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(c) If such funds applied to the redemption of the Series C-1 Shares pursuant to Section 2.5(b) are insufficient to permit the payment of the Series C-1 Redemption Price in full in respect of each Series C-1 Share required to be redeemed, the Company shall effect the redemption among the Series C-1 Shareholders requesting such redemption in proportion to the aggregate Series C-1 Redemption Price each such Series C-1 Shareholder is otherwise entitled to receive hereunder.

(d) If such funds applied to the redemption of the Series C Shares pursuant to Section 2.5(b) are insufficient to permit the payment of the Series C Redemption Price in full in respect of each Series C Share required to be redeemed, the Company shall effect the redemption among the Series C Shareholders requesting such redemption in proportion to the aggregate Series C Redemption Price each such Series C Shareholder is otherwise entitled to receive hereunder.

(e) After payment has been made in full for the redemption of all Series C-2 Shares, Series C-1 Shares and Series C Shares, then any remaining funds legally available may be used to pay for the redemption of the Series B Shares. If the Company’s funds legally available for any redemption of the Series B Shares pursuant hereto are insufficient to permit the payment of the Series B Redemption Price in full in respect of each Series B Share required to be redeemed, the Company shall effect the redemption among the Series B Shareholders requesting such redemption in proportion to the aggregate Series B Redemption Price each such Series B Shareholder is otherwise entitled to receive hereunder.

(f) Without limiting any rights of the holders of the Series C-2 Shares, the Series C-1 Shares, Series C Shares or Series B 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. In addition, if the Company fails (for whatever reason) to redeem any Series C-2 Shares, Series C-1 Shares, Series C Shares or Series B Shares on its due date for redemption then, as from such date until the date on which the same are redeemed the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution.

(g) Each of the Founder Parties hereby irrevocably and unconditionally guarantees to the holders of the Series C-2 Shares and the Series C-1 Shares the proper and punctual performance by the Company of the Company’s obligations under this Section 2; provided, however, the liability of the Founder Parties shall be limited to the Equity Securities of the Company held by the Founder Parties. For the avoidance of doubt, the obligations of the Founder Parties under this Section 2.4(g) to the holders of the Series C-2 Shares and the Series C-1 Shares shall be on a joint and several basis.

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(h) For any portion of the Series C-2 Redemption Price, Series C-1 Redemption Price, Series C Redemption Price or Series B Redemption Price not paid by the Company, each holder who has not received the Series C-2 Redemption Price, the Series C-1 Redemption Price, Series C Redemption Price or Series B Redemption Price (the “Unredeemed Shareholder”) is entitled to deliver a written notice (the “Unpaid Redemption Notice”) to the Company and the Founder Parties. If within thirty (30) days after the issuance of the Unpaid Redemption Notice, the Company and/or the Founder Parties fail to pay the Series C-2 Redemption Price, the Series C-1 Redemption Price, the Series C Redemption Price or the Series B Redemption Price in full, the Unredeemed Shareholder shall be entitled to demand the liquidation of the Company. Each Shareholder of the Company shall, and shall cause any Director appointed by such Shareholder, to approve such proposal of liquidation, and shall execute and deliver any and all documents, and take any action necessary or advisable for the liquidation of the Company in accordance with Section 1 herein above.

3. CONVERSION

The Preferred Shareholders shall have the following rights described below with respect to the conversion of Preferred Shares into Class A Ordinary Shares.

3.1 Conversion Price; Conversion Ratio

(a) Subject to the provisions of Section 3.4, the number of Class A Ordinary Shares to which a Series C-2 Shareholder shall be entitled to receive upon the conversion of any Series C-2 Share shall be the quotient of the Series C-2 Subscription Price divided by the then-effective Series C-2 Conversion Price (“Series C-2 Conversion Price”). The Series C-2 Conversion Price shall initially be the Series C-2 Subscription Price, resulting in an initial conversion ratio for Series C-2 Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 3.4.

(b) Subject to the provisions of Section 3.4, the number of Class A Ordinary Shares to which a Series C-1 Shareholder shall be entitled to receive upon the conversion of any Series C-1 Share shall be the quotient of the Series C-1 Subscription Price divided by the then-effective Series C-1 Conversion Price (“Series C-1 Conversion Price”). The Series C-1 Conversion Price shall initially be the Series C-1 Subscription Price, resulting in an initial conversion ratio for Series C-1 Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 3.4.

(c) Subject to the provisions of Section 3.4, the number of Class A Ordinary Shares to which a Series C Shareholder shall be entitled to receive upon the conversion of any Series C Share shall be the quotient of the Series C Subscription Price divided by the then-effective Series C Conversion Price (“Series C Conversion Price”). The Series C Conversion Price shall initially be the Series C Subscription Price, resulting in an initial conversion ratio for Series C Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 3.4.

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(d) Subject to the provisions of Section 3.4, the number of Class A Ordinary Shares to which a Series B Shareholder shall be entitled to receive upon the conversion of any Series B Share shall be the quotient of the Series B Purchase Price divided by the then-effective Series B Conversion Price (“Series B Conversion Price”). The Series B Conversion Price shall initially be the Series B Purchase Price, resulting in an initial conversion ratio for Series B Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 3.4.

(e) Subject to the provisions of Section 3.4, the number of Class A Ordinary Shares to which a Series A-3 Shareholder shall be entitled to receive upon the conversion of any Series A-3 Share shall be the quotient of the Series A-3 Purchase Price divided by the then-effective Series A-3 Conversion Price (“Series A-3 Conversion Price”). The Series A-3 Conversion Price shall initially be the Series A-3 Purchase Price, resulting in an initial conversion ratio for Series A-3 Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 3.4.

(f) Subject to the provisions of Section3.4, the number of Class A Ordinary Shares to which a Series A-2 Shareholder shall be entitled to receive upon the conversion of any Series A-3 Share shall be the quotient of the Series A-2 Purchase Price divided by the then-effective Series A-2 Conversion Price (“Series A-2 Conversion Price”). The Series A-2 Conversion Price shall initially be the Series A-2 Purchase Price, resulting in an initial conversion ratio for Series A-2 Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section3.4.

(g) Subject to the provisions of Section 3.4, the number of Class A Ordinary Shares to which a Series A-1 Shareholder shall be entitled to receive upon the conversion of any Series A-1 Share shall be the quotient of the Series A-1 Purchase Price divided by the then-effective Series A-1 Conversion Price (“Series A-1 Conversion Price”). The Series A-1 Conversion Price shall initially be the Series A-1 Purchase Price, resulting in an initial conversion ratio for Series A-1 Shares to Class A Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 3.4.

3.2 Optional Conversion

Each Preferred Share may, at the option of the holder thereof, be converted at any time after the date of issuance of such Preferred Shares, without the payment of any additional consideration, into fully paid and non-assessable Class A Ordinary Shares based on the applicable then-effective Conversion Price for such Preferred Share and the Class A Ordinary Shares resulting from the conversion shall rank pari passu in all respects with the existing issued Class A Ordinary Shares.

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3.3 Automatic Conversion

Each Preferred Share shall automatically be converted into Class A Ordinary Share, without the payment of any additional consideration, based on the applicable then-effective Conversion Price for such Preferred Share in effect at the time immediately upon (a) the closing of the QIPO, or (b) with respect to the Series A Shares, the date specified by the written consent or agreement of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Series A Shares, or (c) with respect to the Series B Shares, the date specified by the written consent or agreement of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Series B Shares, as the case may be.

3.4 Conversion Price Adjustments

The Conversion Price shall be subject to adjustment from time to time as follows (provided that the Conversion Price shall not fall below the par value of the Shares):

(a) Dilutive Issuance

The adjustments to Conversion Price for dilutive issuance set forth in this Section 3.4(a) shall apply to the Series C-2 Shares, the Series C-1 Shares, Series C Shares and Series B Shares only.

(i) Anti-dilution Adjustment for Series C-2 Shares. If at any time, the Company shall issue or sell New Shares for a consideration per Ordinary Share received by the Company (net of any selling concessions, discounts or commissions) (the “New Price”) less than the applicable then-effective Series C-2 Conversion Price, in effect immediately prior to such issue, then the Series C-2 Conversion Price shall be reduced, concurrently with such issue, to such New Price.

(ii) Anti-dilution Adjustment for Series C-1 Shares. If at any time, the Company shall issue or sell New Shares for a New Price which is less than the applicable then-effective Series C-1 Conversion Price, in effect immediately prior to such issue, then the Series C-1 Conversion Price shall be reduced, concurrently with such issue, to such New Price.

(iii) Anti-dilution Adjustment for Series C Shares. If at any time, the Company shall issue or sell New Shares for a New Price which is less than the applicable then-effective Series C Conversion Price, in effect immediately prior to such issue, then the Series C Conversion Price shall be reduced, concurrently with such issue, to such New Price.

(iv) Anti-dilution Adjustment for Series B Shares. If at any time, the Company shall issue or sell New Shares for a New Price which is less than the applicable then-effective Series B Conversion Price, in effect immediately prior to such issue, then the Series B Conversion Price shall be reduced, concurrently with such issue, to such New Price.

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(v) Deemed Issuances of Ordinary Shares. In the case of the issuance of an Option, the following provisions shall apply for all purposes of this Section3.4(a)):

(1) The aggregate maximum number of Ordinary Shares deliverable upon exercise of Option shall be deemed to have been issued at the time such Option were issued, and for a consideration equal to the consideration, if any, received by the Company upon the issuance of such Option, plus the minimum exercise price provided in such Option for the Ordinary Shares covered thereby.

(2) In the event of any change in the number of Ordinary Shares deliverable, or in the consideration payable to the Company upon exercise of such Option, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series C-2 Conversion Price, the Series C-1 Conversion Price, the Series C Conversion Price or the Series B Conversion Price (as applicable), to the extent in any way affected by or computed using such Option, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Ordinary Shares or any payment of such consideration upon the exercise of any such Option.

(3) Upon the expiration or termination of any such Option, the Series C-2 Conversion Price, the Series C-1 Conversion Price, the Series C Conversion Price or the Series B Conversion Price (as applicable) shall, to the extent in any way affected by or computed using such Option, be recomputed to reflect the issuance of only the number of Ordinary Shares actually issued upon the exercise of such Option.

(b) Adjustments for Share, Subdivisions, Combinations or Consolidations of Equity Securities. In the event that the issued and outstanding Class A Ordinary Shares shall be subdivided (by share split or otherwise) into a greater number of Class A Ordinary Shares, the Series C-2 Conversion Price, the Series C-1 Conversion Price, the Series C Conversion Price and the Series B Conversion Price then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event that the issued and outstanding Class A Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a fewer number of Class A Ordinary Shares, the Series C-2 Conversion Price, the Series C-1 Conversion Price, the Series C Conversion Price and the Series B Conversion Price then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

(c) 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 after the date hereof, the Series C-2 Conversion Price then in effect with respect to each Series C-2 Share, the Series C-1 Conversion Price then in effect with respect to each Series C-1 Share, the Series C Conversion Price then in effect with respect to each Series C Share and the Series B Conversion Price then in effect with respect to each Series B Share shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Series C-2 Conversion Price, Series C-1 Conversion Price, Series C Conversion Price or Series B Conversion Price (as applicable) by a fraction, (i) the numerator of which is the total number of issued and outstanding Ordinary Shares 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 issued and outstanding Ordinary Shares 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.

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Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Series C-2 Conversion Price, Series C-1 Conversion Price, Series C Conversion Price or Series B Conversion Price (as the case may be) shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Series C-2 Conversion Price, Series C-1 Conversion Price, Series C Conversion Price or the Series B Conversion Price (as the case may be) shall be adjusted pursuant to this article as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of the Series C-2 Shares, the Series C-1 Shares, Series C Shares or Series B Shares simultaneously receive a dividend or other distribution of shares of Ordinary Shares in a number equal to the number of shares of Ordinary Shares as they would have received if all outstanding Series C-2 Shares and/or Series C-1 Shares and/or Series C Shares and/or Series B Shares had been converted into Ordinary Shares on the date of such event.

(d) Adjustments for Other Distributions. In the event that 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, any distribution payable in securities or assets of the Company other than Ordinary Shares, then and in each such event provision shall be made so that the holders of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares and the Series B Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities or assets of the Company which they would have received had their Series C-2 Shares, Series C-1 Shares, Series C Shares and Series B Shares (as the case may be) been converted into Ordinary Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or assets receivable by them as aforesaid during such period.

(e) Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares and the Series B Shares shall be changed into the same or a different number of Shares of any other class or classes of Shares, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of Shares provided for above), then and in each such event the holder of each Series C-2 Shares, Series C-1 Shares, Series C Shares and the Series B Shares shall have the right thereafter to convert such Series C-2 Shares, Series C-1 Shares, Series C Shares and the Series B Shares into the kind and amount of Shares and other securities and property receivable upon such reorganization or reclassification or other change by holders of the number of Ordinary Shares that would have been subject to receipt by the holders upon conversion of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares and the Series B Shares immediately before that change, all subject to further adjustment as provided herein.

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(f) Other Dilutive Events. In case any event shall occur as to which the above provisions are not strictly applicable, but the failure to make any adjustment to the Series C-2 Conversion Price, the Series C-1 Conversion Price, the Series C Conversion Price or the Series B Conversion Price would not fairly protect the conversion rights of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares or the Series B Shares (as the case may be) in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, in order to preserve, without dilution, the conversion rights of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares and the Series B Shares. Any such adjustment to the Series C-2 Shares, the Series C-1 Shares, the Series C Share and the Series B Shares shall be made in consultation with, and subject to the approval of, the Series C-2 Shareholders and/or the Series C-1 Shareholder and/or the Series C Shareholder and/or the Series B Shareholders (as the case may be).

(g) Determination of Consideration. In the case of the issuance of New Shares for cash, the consideration shall be deemed to be the amount of cash received by the Company (net of any selling concessions, discounts, commissions and amount paid or payable for accrued interests or accrued dividends). In the case of the issuance of the New Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof, as determined by the Board (including the affirmative votes of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors) irrespective of any accounting treatment.

(h) No Impairment. The Company will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities (including Equity 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 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares and the Series B Shares.

(i) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Class A Ordinary Shares, for the purpose of effecting the conversion of the Series C-2 Shares, the Series C-1 Shares, the Series C Shares and the Series B Shares. If at any time the number of authorized but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Series C-2 Shares, Series C-1 Shares, Series C Shares and Series B Shares, the Company and its members will take such corporate action as may, in the opinion of the Company’s counsel, be necessary to increase the Company’s authorized but unissued Class A Ordinary Shares to such number of shares as shall be sufficient for such purpose including but not limited to the approval of a resolution to this effect.

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(j) Founder Parties’ Liability. If, for any reason, any holder of the Series C-2 Shares and/or the Series C-1 Shares is unable to exercise its conversion right in accordance with this Section 3.4, each of the Founder Parties hereby irrevocably and unconditionally undertakes to indemnify such holder of the Series C-2 Shares and/or the Series C-1 Shares with the Equity Securities of the Company held by the Founder Parties or cash, at the election of such holder of the Series C-2 Shares and/or the Series C-1 Shares, an amount that such holder of the Series C-2 Shares and/or the Series C-1 Shares would have received had its conversion right been exercised in full. For the avoidance of doubt, the obligations of the Founder Parties under this Section 3.4(j) to the holders of the Series C-2 Shares and/or the Series C-1 Shares shall be on a joint and several basis.

(k) Notice of record date. If the Company intends to take any action of the type or types requiring an adjustment set forth in this Section, the Company shall give notice to the holders of the 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 with respect to such Preferred Share, and the number, kind or class of share or other securities or property which shall be deliverable upon conversion of the Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least ten (10) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least twenty (20) days prior to the taking of such action.

3.5 Procedure of Conversion

(a) Mechanics of Conversion.

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 Class A Ordinary Shares. Upon the conversion of the any Preferred Shares, the Company shall issue such number of the Class A Ordinary Shares converted from such Preferred Shares to the Preferred Shareholders holding such Preferred Shares, and cancel the Preferred Shares so converted. The Company shall promptly (i) update its register of members to reflect the issuance of such Class A Ordinary Shares and the cancellation of such Preferred Shares and (ii) issue and deliver to such holder of Preferred Shares, a certificate or certificates for the number of Class A Ordinary Shares to which such holder of Preferred Shares shall be entitled and (if applicable) a cheque payable as the result of conversion into fractional Class A Ordinary Shares in accordance with Section 3.5(b) below. Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the shares of Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Ordinary Shares on such date. All Class A Ordinary Shares issuable upon conversion of the Preferred Shares will upon issuance be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any pre-emptive rights, save as otherwise provided in these Articles. Upon any such conversion of any Preferred Shares, such Preferred Shares shall no longer be deemed to be outstanding and all rights of the Preferred Shareholders holding such Preferred Shares with respect to such Preferred Shares so converted shall immediately terminate upon the issuance of the Class A Ordinary Shares, except the right to receive the Class A Ordinary Shares or other securities, cash or other assets as herein provided.

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If a conversion of Preferred Shares is in connection with a QIPO, such conversion will be conditional upon closing of the QIPO and the persons entitled to receive the Class A Ordinary Shares issuable upon such conversion shall not be deemed to have converted their Preferred Shares until the closing of the QIPO.

(b) Fractional Share.

No fractional Class A Ordinary Shares shall be issued upon conversion of any Preferred Shares. In lieu of any fractional shares to which the Preferred Shareholder would otherwise be entitled, the Company shall at the discretion of the Board (including the affirmative votes of the Preferred Directors) pay cash equal to such fraction multiplied by the fair market value for the applicable Preferred Share as determined and approved by the Board on the date of conversion.

(c) Adjustment Certificate.

Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 3, the Company shall, at its expense, promptly compute such adjustment or readjustment in accordance with the terms hereof and notify each Preferred Shareholder of such adjustment and the facts upon which such adjustment is based. The Company shall, upon the written request at any time of any Preferred Shareholder, furnish or cause to be furnished to such Preferred Shareholder an adjustment certificate setting forth (A) such adjustment or readjustment, (B) the number of Class A Ordinary Shares that each Preferred Share could then be converted into, and (C) the Conversion Price for the Preferred Shares in effect before and after such adjustment or readjustment.

(d) Entitlement to dividends.

Upon conversion, all accrued but unpaid cash dividends on the applicable Preferred Shares shall be paid either in cash or by issuance of a number of further Class A Ordinary Shares equal to the value of such cash amount, at the option of the holder of such Preferred Shares.

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4. VOTING RIGHTS

4.1 General.

Subject to Article 8 of these Articles, the Holding Company shall have the right to one hundred (100) votes for each issued and outstanding Class B Ordinary Share held. All the holders of Class A Ordinary Shares shall have the right to one (1) vote for each issued and outstanding Class A Ordinary Share held. Each Preferred Shareholder shall have the right to one (1) vote for each Class A Ordinary Share into which each issued and outstanding Preferred Share held by it could then be converted. Subject to provisions to the contrary elsewhere in the Memorandum and Articles, or as required by applicable Laws, the Preferred Shareholders shall vote together with the Ordinary Shareholders, and not as a separate class or series, on all matters put before the Shareholders.

For avoidance of doubt, subject to Article 8 of these Articles, the right to one hundred (100) votes for any issued and outstanding Class B Ordinary Share held by the Holding Company shall terminate immediately after such Class B Ordinary Share is Transferred to a third Person, and any such third Person shall only have the right to one (1) vote for each such Transferred Class B Ordinary Share.

4.2 Board Matters.

The Board shall consist of ten (10) Directors. The Board shall be constituted as follows:

(a) The Series C-1 Majority shall be entitled to appoint one (1) director of the Board (the “Series C-1 Director”);

(b) The Series C Majority shall be entitled to appoint one (1) director of the Board (the “Series C Director”);

(c) SAIF shall be entitled to appoint one (1) Director of the Board, and Youzhen shall be entitled to appoint one (1) Director of the Board (collectively, the “Series B Directors”) by written notice to the Company;

(d) The Series A-1 Majority shall be entitled to appoint one (1) Director of the Board (the “Series A-1 Director”) by written notice to the Company;

(e) The Series A-3 Majority shall be entitled to appoint one (1) Director of the Board (together with the Series A-1 Director, the “Series A Directors”, and each a “Series A Director”) by written notice to the Company; and

(f) The Ordinary Majority shall be entitled to appoint four (4) Directors of the Board by written notice to the Company.

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Any Shareholder or group of Shareholders entitled to designate any individual to be elected as a Director of the Board of Directors pursuant to this Section 4.2 shall have the right to remove any such Director occupying such position by written notice to the Company and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position. If a vacancy is created on the Board of Directors at any time by the death, disability, retirement, resignation or removal of any Director designated pursuant to this Section 4.2, the replacement to fill such vacancy shall be appointed in the same manner as the director who is being replaced in accordance with this Section 4.2.

The Board shall meet at least once every quarter unless postponed or waived by written consent of a quorum of the Board. For those acts listed in Section 4.3(c) and(d), a quorum for a Board meeting shall consist of at least six (6) Directors, including both Series B Directors, the Series C Director, the Series C-1 Director, and one (1) Director appointed by the Ordinary Majority; for any other acts not included in Section 4.3(c) and(d), a quorum for a Board meeting shall consist of at least six (6) Directors, including the director appointed by SAIF, the Series C Director, the Series C-1 Director, and one (1) Director appointed by the Ordinary Majority.

Each Director shall have one (1) vote on any matter submitted for approval of the Board. Each Director shall be entitled to appoint alternates to serve at any board meeting (or the meeting of a committee formed by the Board), and such alternates shall be permitted to attend all Board meetings and vote on such Director’s behalf.

Subject to Article 152 of these Articles, the Company shall indemnify the Directors to the maximum extent permitted by the Law. The Company shall obtain, and thereafter maintain, a directors’ and officers’ liability insurance policy pursuant to Section 7.7 of the Shareholders’ Agreement. In addition, the Company shall indemnify each Preferred Shareholder to the maximum extent permitted by applicable Laws for any claims brought against such Preferred Shareholder by any third party (including any other Shareholder of the Company) as a result of the appointment of any directors by such Preferred Shareholder in the Company.

4.3 Protective Provisions.

For so long as any Preferred Share remains outstanding, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in subsection (a) below without the prior affirmative vote or written consent of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, each voting as a separate class.

For so long as any Preferred Share remains outstanding, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in subsection (b) below without the prior affirmative vote or written consent of holders of at least 85% of the Preferred Shares (on an as-converted basis).

For so long as the Series C-1 Director, the Series C Director, any Series B Director or any Series A Director holds office in the Board, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in subsection (c) below without the prior affirmative vote or written consent of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors.

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For so long as the Series C-1 Director, the Series C Director, any Series B Director or any Series A Director holds office in the Board, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in subsection (d) below without the prior affirmative vote or written consent of at least six (6) Preferred Directors.

Notwithstanding anything to the contrary contained herein, where any act listed in this Section 4.3 requires the approval of the Shareholders in accordance with the Statute, and if the Shareholders vote in favour of such act but the approval of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority or the Series A Majority has not yet been obtained, the relevant majority of the Preferred Shareholders who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1).

Notwithstanding anything to the contrary contained herein, where any act listed in this Section 4.3 requires the approval of the Shareholders in accordance with the Statute, and if the Shareholders vote in favour of such act but the approval of the holders of at least 85% of the Preferred Shares (on an as-converted basis) has not yet been obtained, the relevant majority of the Preferred Shareholders who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1).

(a) Acts of the Group Companies Requiring the Series C-2 Majority’s, the Series C-1 Majority’s, the Series C Majority’s, Series B Majority’s and Series A Majority’s Approvals

(i) any amendment or waiver of any provision of the Restated Articles or Constitutional Documents of any Group Company;

(ii) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions on any shareholder of any Group Company;

(iii) any recapitalization or reclassification of any outstanding shares into shares having preference or priority as to dividends or assets distribution senior to or on a parity with the preference or priority of any of the Preferred Shares;

(iv) any increase, reduction or cancellation of the authorized or issued share capital of any Group Company or issue, purchase or redeem any shares or grant any, convertible securities, options or warrants over any portion of the share capital of any Group Company, or any other act which may result in new issuance of Equity Securities of any Group Company, have any effect on the rights of the Preferred Shareholders, or have effect of any direct or indirect dilution of the shareholding of the Preferred Shareholders in the Company, except for (i) the repurchase of options upon the termination of any employee’s employment pursuant to the ESOP; (ii) the grant of options or warrants therefor issued to employees, officers or directors of the Group Companies pursuant to the ESOP; (iii) any issue of Adjustment Shares (as defined in the Series C SSA, the Series C-1 SSA and the Share Subscription Agreement respectively) pursuant to the Series C SSA, the Series C-1 SSA and the Share Subscription Agreement; (iv) the issue of any Class A Ordinary Shares upon conversion of any Preferred Shares in accordance with these Articles; (v) the redemption of any Preferred Shares in accordance with these Articles;

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(v) any merger, amalgamation, consolidation or trade sale of any Group Company, other than an Approved Sale;

(vi) any consent to any proceeding seeking liquidation, winding up, dissolution, reorganization, or arrangement of any Group Company under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors except for those contemplated in the Transaction Documents; and

(vii) any agreement, whether in writing or otherwise, to do or any action that may result in any of the foregoing.

(b) Acts of the Group Companies Requiring Approval of holders of at least 85% of the Preferred Shares (on an as-converted basis)

(i) any disposition, dilution or transfer of the direct or indirect interests of the Company in any other Group Company;

(ii) any change in the authorized size of the board of directors, the board of supervisors and any committee of the board of directors of any Group Company, or any change in the manner of election and term of office of any director, supervisor or committee member thereof; and

(iii) any agreement, whether in writing or otherwise, to do any action that may result in any of the foregoing.

(c) Acts of the Group Companies Requiring the Series C-1 Director’s, the Series C Director’s, Both Series B Directors’ and Two Series A Directors’ Approvals

(i) any change, cessation to conduct or cessation to carry on, the business of any Group Company substantially as it is currently conducted or, in the case of a Subsidiary, substantially as it is conducted at the time it became a Subsidiary of the Company, or any change of any Group Company’s name or brand unless the relevant transactions are otherwise specifically listed in the Business Plan which is approved in accordance with these Articles;

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(ii) any initial public offering and any action related to an initial public offering (including any action in preparation for a public offering such as the appointment of (and any changes to) an investment bank or a financial advisor, the choice of stock exchange, the market capitalization of the Company and any other terms and conditions related thereto);

(iii) any approval of or amendment to the approved treasury or accounting policies, principles, standards or any change in terms of the fiscal year of any Group Company;

(iv) any appointment or change of the Auditor or other auditors of any Group Company;

(v) any declaration, set aside or payment of dividend or other distribution in any kind (including profits distribution) by any Group Company, or capitalization of the reserves of any Group Company and the adoption of, and any changes to, the dividend policy of any Group Company;

(vi) any transaction between any Group Company and any Interested Party of a Group Company (for the avoidance of doubt, excluding any transactions between the Company and any other Group Companies wholly owned by the Company or between such other Group Companies or any transaction incurred in the ordinary course of such Group Company’s business which is consistent with its past practice);

(vii) any sale, transfer, license, pledge, or otherwise disposal of any major business or major assets exceeding, individually or in aggregate, 10% of the Company’s total assets as at the end of the latest financial year or any control interests thereof, or, any transfer or license of major technology to any third party, in each case which is not necessary for the operation of the business of the Group Companies and may result in a material adverse effect on the interests of the Preferred Shareholders;

(viii) any change, amendment, waiver to or termination of any Control Documents;

(ix) any agreement, whether in writing or otherwise, to do or any action that may result in any of the foregoing.

(d) Acts of the Group Companies Requiring Approval of At Least Six (6) Preferred Directors

(i) any approval of or amendment to the Business Plan, final settlement (年度决算), financial statements, medium and long term development plan and annual/quarterly investment plan, financing plan of any Group Company;

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(ii) other than the transactions as set forth in (c)(vii), any sale, transfer, license, pledge, or otherwise disposal of any major business, major assets exceeding, individually or in aggregate, 5% of the Company’s total assets as at the end of the latest financial year or any control interests thereof, and/or the goodwill or the Proprietary Asset (including without limitation, the exclusive licensing of any Proprietary Asset) of any Group Company unless the relevant transactions (including without limitation the respective counterparty, the subject, the consideration and other key information) are otherwise specifically listed in the Business Plan which is approved in accordance with these Articles;

(iii) any acquisition of any stock, share or other Equity Securities of any Person other than the Group Companies, or any development or establishment of brands other than those owned by the Group Companies as of the date hereof unless the relevant transactions (including without limitation the respective counterparty, the subject, the consideration and other key information) are otherwise specifically listed in the Business Plan which is approved in accordance with these Articles;

(iv) any purchase or lease of real property exceeding, individually or in aggregate, 5% of the Company’s total assets as at the end of the latest financial year;

(v) the establishment of any subsidiary, joint venture, partnership, branches or affiliates, or change of the current structure of the Group Companies unless otherwise contemplated in the Transaction Documents or the relevant acts are otherwise specifically listed in the Business Plan which is approved in accordance with these Articles;

(vi) any purchase of vehicles (except for any purchase in the ordinary course of business) or real estate for any Group Companies unless the relevant transactions (including without limitation the respective counterparty, the subject, the consideration and other key information) are otherwise specifically listed in the Business Plan which is approved in accordance with these Articles;

(vii) any borrowing by any Group Company from any third party or provision of guarantees or indemnities provided by any Group Company with a value exceeding US$5,000,000 (or equivalent amount of RMB), or lending to any third party or provision of guarantee for or indemnities to any third party unless the relevant borrowing, lending, guaranty or indemnity (including without limitation the respective counterparty and other key information) is otherwise specifically listed in the Business Plan which is approved in accordance with these Articles;

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(viii) any material expenditure incurred outside the Business Plan of any Group Company which is approved in accordance with these Articles;

(ix) any total expenditure incurred in any quarter (including any expenditure for the purchase of any tangible or intangible assets or any investment to any Person not within the wholly-owned Group Companies) in excess of US$1,500,000 (or equivalent amount of RMB) unless the specific amount of expenditure is otherwise listed in the Business Plan which is approved in accordance with these Articles;

(x) any investment by any Group Company in securities, future goods, financial derivatives or any other financial products, unless expressly illustrated in the Business Plan which is approved in accordance with these Articles;

(xi) any technology transfers or licenses to any third parties (other than any technology transfers or licenses necessary for the operation of the business of the Group Companies, any technology transfers or licenses to an Interested Party of a Group Company and any technology transfers or licenses as set forth in (c)(vii));

(xii) the appointment and removal of the Key Employees and other key officers at or above comparable position to the Key Employees of any Group Company, and any approval of the remuneration and other employment terms of foregoing persons;

(xiii) any increase in compensation of the Key Employees and other key officers at or above comparable position to the Key Employees of any Group Company by more than 15% in any twelve-month period;

(xiv) any creation, adoption, execution or amendment of the ESOP or any other incentive plan of any Group Company, or any change of the number of Shares reserved under the ESOP or such other incentive plan;

(xv) any action to create, allow to arise or issue any debenture constituting a pledge, lien, charge or security interest on the major assets of any Group Company, or any action to cause any Group Company to bear or undertake an unlimited Liability or Liability in excess of US$300,000 (or an equivalent amount thereof in another currency);

(xvi) any initiation or settlement of any material litigation, arbitration or other disputes of any Group Companies; and

(xvii) any agreement, whether in writing or otherwise, to do or any action that may result in any of the foregoing.

A series of related transactions shall be construed as a single transaction, and any amounts involved in the related transactions shall be aggregated, to determine whether a matter is subject to this Section 4.3.

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5. DRAG-ALONG RIGHTS

5.1 Drag-Along Rights of the Series C-2 Shareholders.

If (a) a QIPO is not completed by 30 June 2021, (b) the Series C-2 Redemption Price and the Series C-2 Put Option Price (as defined in the Shareholders’ Agreement) have not been paid in accordance with the Restated Articles and the Shareholders’ Agreement, respectively, and (c) the Series C-2 Majority (the “Series C-2 Drag-Along Shareholders”) proposes a sale of the Company by merger, sale of all or substantially all of the assets or business of the Group Companies, a sale of all of the Shares or otherwise (the “Series C-2 Approved Sale”) to a third-party potential purchaser (the “Potential Purchaser”), then upon written notice from the Series C-2 Drag-Along Shareholders, each of the other Shareholders of the Company (the “Series C-2 Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-2 Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series C-2 Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series C-2 Approved Sale to such purchaser; (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 Series C-2 Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series C-2 Approved Sale. If any Series C-2 Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-2 Approved Sale, upon the request of the Series C-2 Drag-Along Shareholders, such Series C-2 Dragged Shareholder shall be obliged to purchase all the Shares held by the Series C-2 Drag-Along Shareholders, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of the Shareholders’ Agreement shall not apply to any transfers made pursuant to this Section 5.1.

5.2 Drag-Along Rights of the Series C-1 Shareholders.

If (a) a QIPO is not completed by 30 June 2021, (b) the Series C-1 Redemption Price and the Series C-1 Put Option Price (as defined in the Shareholders’ Agreement) have not been paid in accordance with the Restated Articles and the Shareholders’ Agreement, respectively, and (c) the Series C-1 Majority (the “Series C-1 Drag-Along Shareholder”) proposes a sale of the Company by merger, sale of all or substantially all of the assets or business of the Group Companies, a sale of all of the Shares or otherwise (the “Series C-1 Approved Sale”) to a Potential Purchaser, then, subject to the prior written consent of the Series C-2 Majority, upon written notice from the Series C-1 Drag-Along Shareholders, each of the other Shareholders of the Company (the “Series C-1 Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-1 Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series C-1 Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series C-1 Approved Sale to such purchaser; (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 Series C-1 Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series C-1 Approved Sale. If any Series C-1 Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-1 Approved Sale, upon the request of the Series C-1 Drag-Along Shareholder, such Series C-1 Dragged Shareholder shall be obliged to purchase all the Shares held by the Series C-1 Drag-Along Shareholder, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of the Shareholders’ Agreement shall not apply to any transfers made pursuant to this Section 5.2.

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5.3 Drag-Along Rights of the Series C Shareholders.

If (a) a QIPO is not completed by the earlier of the 4^th anniversary of the Series C Shares Issue Date and 30 June 2021, (b) the Series C Redemption Price and the Series C Put Option Price (as defined in the Shareholders’ Agreement) have not been paid in accordance with the Restated Articles and the Shareholders’ Agreement, respectively, and (c) the Series C Majority (the “Series C Drag-Along Shareholder”) proposes a sale of the Company by merger, sale of all or substantially all of the assets or business of the Group Companies, a sale of all of the Shares or otherwise (the “Series C Approved Sale”) to a Potential Purchaser, then, subject to the prior written consent of the Series C-2 Majority and the Series C-1 Majority, upon written notice from the Series C Drag-Along Shareholders, each of the other Shareholders of the Company (the “Series C Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series C Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series C Approved Sale to such purchaser; (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 Series C Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series C Approved Sale. If any Series C Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C Approved Sale, upon the request of the Series C Drag-Along Shareholder, such Series C Dragged Shareholder shall be obliged to purchase all the Shares held by the Series C Drag-Along Shareholder, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of the Shareholders’ Agreement shall not apply to any transfers made pursuant to this Section 5.3.

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5.4 Drag-Along Rights of Series B Shareholders and Holding Company. At any time after the Closing, if the Series B Majority and the Holding Company (the “Series B Drag-Along Shareholders”) consent to an acquisition or a sale of the Company by merger, sale of more than fifty percent (50%) of the outstanding Shares, sales of all or substantially all of the assets or business of the Group Companies, a sale of all the Shares or otherwise (the “Series B Approved Sale”) to a Potential Purchaser, then, subject to the prior written consent of the Series C-2 Majority, the Series C-1 Majority and the Series C Majority, upon written notice from the Series B Drag-Along Shareholders, each of the other Shareholders of the Company (the “Series B Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series B Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series B Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series B Approved Sale to such purchaser; (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 Series B Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series B Approved Sale. If any Series B Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favour of such proposed Series B Approved Sale, upon the request of the Series B Drag-Along Shareholder, such Series B Dragged Shareholder shall be obliged to purchase all the Shares held by the Series B Drag-Along Shareholder, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of the Shareholders’ Agreement shall not apply to any transfers made pursuant to this Section 5.4.

5.5 Representation and Undertaking.

Any such sale or disposition by the Dragged Shareholders, in each applicable case, shall be on the terms and conditions of the Approved Sale as proposed by the Potential Purchaser. Such Dragged Shareholders shall be required to make severally customary and usual representations and warranties in connection with the Approved Sale, including, without limitation, 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 Persons or entities; 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 and shall severally indemnify and hold harmless to the full extent permitted by Law, the purchasers against all actual cost, damages, or other liabilities, arising out of, in connection with or related to any breach or alleged breach of any representation or warranty made by, or agreements, understandings or covenants of such Dragged Shareholders, respectively, as the case may be, under the terms of the agreements relating to such Approved Sale, provided that no Shareholder shall be obligated in connection with such Approved Sale to pay any amount with respect to any liabilities arising from the representations, warranties and indemnities given by it in excess of its share of the total consideration paid by the Potential Purchaser. Each of the Group Companies 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 by them in connection with the Approved Sale. Each of the Dragged Shareholder undertakes to pay its pro rata share of expenses incurred in connection with such proposed Approved Sale based on its share of the total consideration paid by the Potential Purchaser relative to each other.

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5.6 Drag-Along Notice.

With respect any Approved Sale in relation to which the Drag-Along Shareholder wishes to exercise its rights under this Section 5, 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 closing date of the Approved Sale (the “Approved Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the Potential Purchaser; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by the Potential Purchaser; (c) the Approved Sale Date; (d) the number of Shares held on record by the Drag-Along Shareholder on the date of the Drag-Along Notice which (if applicable) form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholder; and (e) (if applicable) the number of Shares of the Dragged Shareholders to be included in the Approved Sale.

5.7 Transfer Certificate.

On the Approved Sale Date, if the Approved Sale is a sale of Shares, each of the Drag-Along Shareholders and the Dragged Shareholders shall deliver or cause to be delivered an instrument of transfer and a certificate or certificates evidencing its Shares to be included in the Approved Sale, duly endorsed for transfer and duly executed, to such third party purchasers in the manner and at the address indicated in the Drag-Along Notice. The register of members of the Company shall be updated to reflect the share transfers as a result of the exercise of the Drag-Along Rights exercised by a Drag-Along Shareholder.

5.8 Payment.

If the Approved Sale is a sale of Shares, if the Drag-Along Shareholder or the Dragged Shareholders receive the purchase price for their shares or such purchase price is made available to them as part of an Approved Sale and, in either case they fail to deliver a duly executed instrument of transfer or certificates evidencing their Shares as described in this Section 5, 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. All proceeds received by or are made available to the Shareholders for an Approved Sale shall be distributed among the Shareholders in accordance with Section 1 of this Schedule A.

[End of Schedule A]

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EX-3.2

Exhibit 3.2

THE COMPANIES LAW

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Q&K International Group Limited

Adopted by special resolution of the shareholders passed on [            ] 2019

and effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares on the Designated Stock Exchange

1. The name of the Company is Q&K International Group Limited.

2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. 2681, Grand Cayman KY1-1111, Cayman Islands.

3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.

4. Subject to the following provisions of this Memorandum, 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 Section 27(2) of the Companies Law.

5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6. 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 clause 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.

7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

8. The share capital of the Company is US$500,000 divided into 50,000,000,000 shares of a nominal or par value of US$0.00001 each, of which 37,500,000,000 shall be designated as Class A Ordinary Shares of a nominal or par value of US$0.00001 each, 2,500,000,000 shall be designated as Class B Ordinary Shares of a nominal or par value of US$0.00001 each and 10,000,000,000 shall be designated as Preferred Shares of a nominal or par value of US$0.00001 each.

9. The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

The Companies Law (Revised)

Company Limited by Shares

THIRD AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Q&K International Group Limited

(Adopted by way of a special resolution passed on [            ] 2019 and effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares on the Designated Stock Exchange on [            ] 2019)

I N D E X

SUBJECT	Article No.
Table A	1
Interpretation	2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice Of General Meetings	59-60
Proceedings At General Meetings	61-64
No Action by Written Resolutions	65
Voting	66-77
Proxies	78-83
Corporations Acting By Representatives	84
Board Of Directors	85
Disqualification Of Directors	86
Executive Directors	87-88
Alternate Directors	89-92
Directors’ Fees And Expenses	93-96
Directors’ Interests	97-100
General Powers Of The Directors	101-106
Borrowing Powers	107-110
Proceedings Of The Directors	111-120
Audit Committee	121-123
Officers	124-127
Register of Directors and Officers	128
Minutes	129
Seal	130
Authentication Of Documents	131
Destruction Of Documents	132
Dividends And Other Payments	133-142
Reserves	143
Capitalisation	144-145
Subscription Rights Reserve	146
Accounting Records	147-151
Audit	152-15
Notices	158-160
Signatures	161
Winding Up	162-163
Indemnity	164
Amendment To Memorandum and Articles of Association And Name of Company	165
Information	166

INTERPRETATION

TABLE A

1.     The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.

INTERPRETATION

2.    (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
“Affiliate”	shall have the meaning given to it in Rule 405 of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 121 hereof, or any successor audit committee.
“Auditor”	the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.
“Articles”	these Articles in their present form or as supplemented or amended or substituted from time to time.
“Board” or “Directors”	the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
“capital”	the share capital from time to time of the Company.
“Class A Ordinary Shares”	class A ordinary shares of par value US$0.00001 each of the Company having the rights set out in these Articles.
“Class B Ordinary Shares”	class B ordinary shares of par value US$0.00001 each of the Company having the rights set out in these Articles.
“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

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“Company”	Q&K International Group Limited
“competent regulatory	a competent regulatory authority in the territory where
authority”	the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.
“Conversion Date”	in respect of a Conversion Notice means the day on which that Conversion Notice is delivered.
“Conversion Notice”	a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 9.
“Conversion Number”	in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate.
“Conversion Rate”	means, at any time, on a 1 : 1 basis.
“Conversion Right”	in respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Law, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion.
“debenture” and “debenture holder”	include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”	means The NASDSAQ for so long as the Company’s Shares or ADSs are there listed and any other stock exchange on which the Company’s Shares or ADSs are listed for trading.
“dollars” and “$”	dollars, the legal currency of the United States of America.
“Exchange Act”	the Securities Exchange Act of 1934, as amended.
“head office”	such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“Law”	The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.
“Member”	a duly registered holder from time to time of the shares in the capital of the Company.
“month”	a calendar month.
“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles.

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“Office”	the registered office of the Company for the time being.
“ordinary resolution”	a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given;
“Ordinary Shares”	Class A Ordinary Shares and Class B Ordinary Shares collectively.
“paid up”	paid up or credited as paid up.
“Register”	the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
“Registration Office”	in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.
“SEC”	the United States Securities and Exchange Commission.
“Seal”	common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”	any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.
“special resolution”	a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given, provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given;

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	a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.
“Statutes”	the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”	a calendar year.

(2)    In these Articles, unless there be something within the subject or context inconsistent with such construction:

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

(b) words importing a gender include both gender and the neuter;

(c) words importing persons include companies, associations and bodies of persons whether corporate or not;

(d)    the words:

(i) “may” shall be construed as permissive;

(ii) “shall” or “will” shall be construed as imperative;

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;

(f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

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(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

(h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

(i) Section 8 and Section 19 of the Electronic Transactions Law (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

SHARE CAPITAL

3. (1)    The share capital of the Company at the date on which these Articles come into effect shall be US$500,000 divided into 50,000,000,000 shares of a nominal or par value of US$0.00001 each, of which 37,500,000,000 shall be designated as Class A Ordinary Shares of a nominal or par value of US$0.00001 each, 2,500,000,000 shall be designated as Class B Ordinary Shares of a nominal or par value of US$0.00001 each and 10,000,000,000 shall be designated as Preferred Shares of a nominal or par value of US$0.00001 each of such class or classes (however designated) as the Board may determine in accordance with Article 12.

(2)    Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Law. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.

(3)    Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other competent regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

(4)    The Board may accept the surrender for no consideration of any fully paid share.

(5)    No share shall be issued to bearer.

ALTERATION OF CAPITAL

4. (1)    The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:

(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

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

(c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Board may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Members no resolution of the Members in general meeting is required for the issuance of shares of that class and the Board may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

(e) 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 capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.

(2)    No alteration may be made of the kind contemplated by Article 4(1), or otherwise, to the par value of the Class A Ordinary Shares or the Class B Ordinary Shares unless an identical alteration is made to the par value of the Class B Ordinary Shares or the Class A Ordinary Shares, as the case may be.

5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under Article 4 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some persons to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve in any manner permitted by the Law.

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7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

8. (1)    Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

(2)    Subject to the Law and the rules of the Designated Stock Exchange, any preferred shares may be issued or converted into shares that, at a designated date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Members before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws and the rules of the Designated Stock Exchange.

9. Subject to Article 8(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other than as set out below.

(a) As regards conversion

(i) Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the Law, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances.

(ii) Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share calculated at the Conversion Rate. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.

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(iii) On the Conversion Date, every Class B Ordinary Share to be converted shall automatically be re-designated and re-classified as a Class A Ordinary Share with such rights and restrictions attached thereto and shall rank pari passu in all respects with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the same number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders thereof.

(iv) Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company shall:

(1) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in full; and

(2) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par value thereof.

(b) As regards Voting Rights

Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with Article 10(a) below), vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company.

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(c) As regards Transfer

Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not (i) an Affiliate of such holder or (ii) a trust whose beneficiary is an Affiliate of such holder, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.

For the avoidance of doubt, (i) no automatic conversion as outlined above shall occur on any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is an Affiliate of such holder or a trust whose beneficiary is an Affiliate of such holder; (ii) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Company’s Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of 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 related 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 upon the Company’s registration of the third party or its designee as a Member holding that number of Class A Ordinary Shares in the Register of Members.

VARIATION OF RIGHTS

10. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) separate general meetings of the holders of a class or series of shares may be called only by (i) the Chairman of the Board, or (ii) a majority of the Board (unless otherwise specifically provided by the terms of issue of the shares of such class or series). Nothing in this Article 10 shall be deemed to give any Member or Members the right to call a class or series meeting;

(b) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third of the voting power of the issued shares of that class;

(c) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and

(d) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

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SHARES

12. (1)    Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which 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 Board may in its absolute discretion determine but so that no shares shall be issued at a discount to par value. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by the Law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2)    Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.

(3)    The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14. Except as required by the Law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by the Law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

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15. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the Member, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16. A share certificate may be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Board may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

17. (1)    In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2)    Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the payment of such reasonable out-of-pocket expenses as the Board from time to time determines, provided however, the Company is not obligated to issue a share certificate to a Members unless the Member requests it from the Company..

19. Upon request by a Member, a share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

20. (1)    Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate may be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article 20. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance may be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

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(2)    The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21. 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 and on payment of such fee as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

LIEN

22. The Company shall have a first and paramount lien on every share that is not a fully paid share, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share that is not a fully paid share registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the payment or discharge of the same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article 22.

23. Subject to these Articles, the Company may sell in such manner as the Board determines any share 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, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a Notice, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall, subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale, be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred 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 relating to the sale.

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CALLS ON SHARES

25. Subject to these Articles and to the terms of allotment, the Board 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), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28. 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 on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest in whole or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

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33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

34. (1)    If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

(b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

(2)    If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such notice.

36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with, if the Board shall in its discretion so requires, interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article 38 any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

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39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

43. (1)    The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

(a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register; and

(c) the date on which any person ceased to be a Member.

(2)    The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

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44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Law. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement of the Designated Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of the Members, which date shall not be more than forty (40) days nor less than ten (10) days before the date of such meeting, nor more than forty (40) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46. (1)    Subject to these Articles including, without limitation, in the case of Class B Ordinary Shares, Article 9(c), any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

(2)    Notwithstanding the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listed shares may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated Stock Exchange that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares (whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Law in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the Designated Stock Exchange that are or shall be applicable to such listed shares.

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47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 46, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48. (1)    The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which the Company has a lien.

(2)    The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the Member requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3)    Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefore, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.

49. Without limiting the generality of Article 48, the Board may decline to recognise any instrument of transfer unless:-

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

(b) the instrument of transfer is in respect of only one class of share;

(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

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(d) if applicable, the instrument of transfer is duly and properly stamped.

50. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or the Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member 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. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

55. (1)    Without prejudice to the rights of the Company under paragraph (2) of this Article 55, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

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(2)    The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares sent during the relevant period in the manner authorised by these Articles have remained uncashed;

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3)    To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser 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 relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article 55 shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

56. The Company may (but shall not be obliged to, unless as required by applicable law or rules of the Designated Stock Exchange) hold an annual general meeting and shall specify the meeting as such in the notices calling it. An annual general meeting of the Company shall be held at such time and place as may be determined by the Board.

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57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board.

58. (1)    (i) A majority of the Board, or (ii) the Chairman of the Board, or (iii) any Director, where required to give effect to a requisition received under Article 58(2), may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

(2)    Any one or more Members holding at the date of deposit of the requisition not less than two-thirds of the voting power of the Company’s share capital in issue carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business permitted by the Law or these Articles (subject to the provisions of Article 58(3)) as specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

(3)    A meeting requisitioned under Article 58(2) shall not be permitted to consider or vote upon (A) any resolutions with respect to the election, appointment or removal of Directors or with respect to the size of the Board, unless such proposal is first approved by the Nomination Committee of the Board; or (B) other than a special resolution in respect of the appointment or removal of any Director, any special resolution or any matters required to be passed by way of special resolution pursuant to these Articles or the Law.

(4)    Other than by way of requisition under Article 58(2), Members have no right to propose resolutions or other business to be considered and voted upon at any general meeting of the Company.

NOTICE OF GENERAL MEETINGS

59. (1)    An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.

(2)    The notice shall specify the time and place of the meeting and the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors.

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60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the notice) to send such instrument of proxy to, or the non-receipt of such notice or such instrument of proxy by, any person entitled to receive such notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

61. (1)    No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, one or more Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third of all voting power of the Company’s share capital in issue throughout the meeting shall form a quorum for all purposes.

(2)    If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

62. The Chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their members to be chairman.

63. The chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

64. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

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NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS

65. Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may not be taken by written resolution of Members without a meeting.

VOTING

66. (1)    Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except as required by applicable law and subject to these Articles (including without limitation Article 10(a)), holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote of the Shareholders.

(2)    Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll:

(a) every Member holding Class A Ordinary Shares present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one (1) vote for every fully paid Class A Ordinary Share of which he is the holder; and

(b) every Member holding Class B Ordinary Shares present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have ten (10) votes for every fully paid Class B Ordinary Share of which he is the holder.

(3)    No amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share.

(4)    A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case (i) every Member holding Class A Shares present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one (1) vote, and (ii) every Member holding Class B Shares present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have ten (10) votes, provided that, notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For the purposes of these Articles, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

67. Where a show of hands is allowed pursuant to these Articles, before or on the declaration of the result of the show of hands, a poll may be demanded:

(a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

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(b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.

68. Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

69. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll.

70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

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

72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, by proxy or, in the case of a Member being a corporation, by its duly authorised representative except where a greater majority is required by these Articles or by the Law.

74. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

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75. (1)    A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

(2)    Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

77. If:

(a) any objection shall be raised to the qualification of any voter; or

(b) any votes have been counted which ought not to have been counted or which might have been rejected; or

(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

78. Any Member entitled to attend and vote at a general meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

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79. 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 its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

80. The instrument appointing a proxy and, if required by the Board, the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places, if any, as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting or, if no place is so specified at the Registration Office or the Office, as may be appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

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CORPORATIONS ACTING BY REPRESENTATIVES

84. (1)    Any corporation which is a Member 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 at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2)    If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.

(3)    Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

BOARD OF DIRECTORS

85. (1)    The number of Directors shall not be less than three (3). The Directors shall be elected or appointed in accordance with this Article 85.

(2)    No person may be nominated for, or appointed as, a Director, nor removed from any such appointment as a Director, unless such nomination, appointment or removal has been approved by the Nomination Committee of the Company prior to such nomination, appointment or removal.

(3)    Subject to Article 85(11), (i) any person appointed as a Director as of the date (the “IPO Date”) of the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares on the Designated Stock Exchange shall hold office for a period of three years from the IPO Date, or such other term as may be approved in the resolution appointing them; and (ii) any person appointed as a Director after the IPO Date shall hold office for a period of three years from the date of such appointment, or such other term as may be approved in the resolution appointing them. Each Director shall hold office until the expiration of his term, or his resignation, removal or retirement from the Board, or his disqualification as a Director.

(4)    Subject to the Articles and the Law, the Members may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board.

(5)    The Directors shall have the power from time to time and at any time, by the affirmative vote of a majority of the Directors present and voting at a Board meeting, to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board.

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(6)    No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(7)    Subject to any provision to the contrary in these Articles, a Director may, at any time before the expiration of his period of office (notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement)) be removed by way of either:

(i)    a special resolution of the Members; or

(ii)    the affirmative vote of two-thirds of the other Directors present and voting at a Board meeting; or

(iii)    a resolution in writing (which complies with the requirements of the provisos contained in Article 119) signed by all the Directors other than the Director being removed.

(8)    A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (7) above may be filled by the election or appointment by way of either:

(i)    an ordinary resolution of the Members at the meeting at which such Director is removed; or,

(ii)    the affirmative vote of a majority of the remaining Directors present and voting at a Board meeting; or

(iii)    a resolution in writing (which complies with the requirements of the provisos contained in Article 119) signed by all the Directors other than the Director so removed.

(9)    The Members may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than three (3).

(10)    A retiring Director shall be eligible for re-election from the date commencing six (6) months prior to the date of expiry of his term of office, and shall continue to act as a Director throughout the meeting at which his re-election is considered.

(11)    Where the retirement of any Director would cause the number of Directors to fall below the minimum number required pursuant to these Articles, then such Director shall continue to act as a Director until the appointment of such additional Director(s) as would not result in the Director’s retirement causing the number of Directors to fall below the minimum number required pursuant to these Articles, at which time they shall retire.

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DISQUALIFICATION OF DIRECTORS

86. The office of a Director shall be vacated if the Director:

(1)    resigns his office by Notice delivered to the Company at the Office or tendered at a meeting of the Board;

(2)    becomes of unsound mind or dies;

(3)    without special leave of absence from the Board, is absent from meetings of the Board for three (3) consecutive times, unless the Board resolves that his office not be vacated; or

(4)    becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5)    is prohibited by law from being a Director;

(6)    ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles;

(7)    for any Director that is not an Independent Director, without special leave of absence from the Board, is absent from more than fifty per cent. (50%) of the weekly management meetings of the Company in any financial year, unless the Board resolves that his office not be vacated; or

(8)    for any Director that is not an Independent Director, without special leave of absence from the Board, is present at the premises of the Company, or any of its subsidiaries, for less than 60 Business Days in any financial year, unless the Board resolves that his office not be vacated.

EXECUTIVE DIRECTORS

87. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article 87 shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

88. Notwithstanding Articles 93, 94, 95 and 96, an executive director appointed to an office under Article 87 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

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ALTERNATE DIRECTORS

89. (1)    Each Director shall use his or her best efforts to attend all meetings of the Board.

(2)    Any Director may at any time appoint another Director to be his alternate Director. Any such appointment shall be in respect of a specific meeting of Directors only and such appointment shall automatically cease upon termination of such meeting. An alternate Director may also be removed as an alternate Director at any time by the Director who appointed him.

(3)    Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Chairman of the Board at the Company’s principal executive offices in the People’s Republic of China from time to time. Any notice appointing an alternate Director shall be delivered to, and received by, Chairman of the Board not less than three (3) days prior to the date of the relevant meeting of the Board for which such alternate shall been appointed. Any notice removing an alternate Director may be delivered to, and received by, Chairman of the Board at any time prior to the date of the relevant meeting of the Board for which such alternate has been appointed.

(4)    Any person so appointed shall have all the rights and powers of the Director for whom such person is appointed in the alternative (in addition to being counted in a quorum as a Director).

(5)    An alternate Director shall not act as alternate to more than one Director. An alternate Director shall be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director.

90. An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

91. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote as a Director).

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92. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director provided always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS’ FEES AND EXPENSES

93. The Directors shall receive such remuneration as the Board may from time to time determine.

94. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

95. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

96. The Board shall determine any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

DIRECTORS’ INTERESTS

97. A Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

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(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and, unless otherwise agreed, no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such other company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

Notwithstanding the foregoing, no “Independent Director” as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the rules of the Designated Stock Exchange, shall take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company without the consent of the Audit Committee.

98. Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement 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 or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction”, as defined under applicable law or the rules of the Designated Stock Exchange, shall require the approval of the Audit Committee pursuant to the applicable law or the rules of the Designated Stock Exchange.

99. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

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(b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

100. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

GENERAL POWERS OF THE DIRECTORS

101. (1)    The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Members in a general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Members in a general meeting, but no regulations made by the Members in a general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2)    Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

(3)    Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

(a) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.

(b) To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

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(c) To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law.

102. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

103. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

104. The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

105. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

106. (1)    The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

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(2)    The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

BORROWING POWERS

107. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

108. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

109. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Members, appointment of Directors and otherwise.

110. (1)    Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2)    The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

111. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes, other than (i) any removal of any person as a Director, or (ii) any appointment or removal of any person as the Chairman of the Board, or (iii) any removal of any person as chairman or other member of any committee of the Board which, in each case, shall be determined by a resolution passed by a majority of not less than two-thirds of votes cast by such Directors as, being entitled so to do, vote at a meeting of the Board. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

112. (1)    A meeting of the Board may be convened by (i) the Chairman of the Board, or (ii) a majority of the Directors. The Secretary shall convene a meeting of the Board whenever so required to do by the Chairman of the Board or a majority of the Directors by notice in writing to each Director.

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(2)    A meeting of the Board may be called by not less than two (2) clear days’ notice. A meeting of the Board may be called by shorter notice if it is so agreed by all the Directors entitled to attend and vote at such a meeting.

(3)    Any notice of a meeting of the Board shall (i) specify the time and place of the meeting, and (ii) set out in reasonable detail the nature of the business to be discussed at the meeting. Notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine.

113. (1)    The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be not less than half of the number of the Directors then in office, and shall always include the Chairman of the Board. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate (in addition to being counted in a quorum as a Director).

(2)    Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3)    Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

(4)    No business other than that set out in the notice of the relevant meeting shall be discussed, or any resolutions passed in respect of such business, unless unanimously agreed by all the Directors present at such meeting.

114. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles as the quorum, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

115. The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within thirty (30) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

116. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

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117. (1)    The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2)    All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

118. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

119. A resolution in writing signed by all the Directors (other than in the circumstances set out in Article 85) except such as are temporarily unable to act due to ill-health or disability shall (provided that (i) the circulation of such resolutions has the prior approval of, and is initiated by, the Chairman of the Board, (ii) such number of signatories includes the Chairman of the Board and is sufficient to constitute a quorum, and (iii) further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

120. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

COMMITTEES

121. Without prejudice to the freedom of the Directors to establish any other committees, and subject to the provisions of Article 111(iii), for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board.

122. The composition and responsibilities of the Audit Committee shall comply with the rules of the Designated Stock Exchange and the rules and regulations of the SEC.

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123. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest pursuant to the applicable laws and rules of the Designated Stock Exchange.

OFFICERS

124. (1)    The officers of the Company shall consist of the Chairman of the Board, the Directors and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appoint managers and delegate to the same such powers and duties as are prescribed by the Board.

(2)    The Directors shall elect the Chairman of the Board from amongst the Directors then in office. Such election shall be by way of a resolution passed by not less than two-thirds of votes cast by such Directors as, being entitled so to do, vote at a meeting of the Board.

(3)    The officers shall receive such remuneration as the Directors may from time to time determine.

125. (1)    The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2)    The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board.

126. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

127. A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

128. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law.

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MINUTES

129.   (1)       The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of officers;

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

(c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.

(2) Minutes shall be kept by the Secretary at the Office for a period of not less than ten (10) years from the date of the relevant meeting, or for any longer period as may be required by the Statutes.

(3) Minutes shall be signed by the chairman of the relevant meeting.

SEAL

130. (1)    The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article 130 shall be deemed to be sealed and executed with the authority of the Board previously given.

(2)    Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

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AUTHENTICATION OF DOCUMENTS

131. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee thereof which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

132.   (1)       The Company shall be entitled to destroy the following documents at the following times:

(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article 132 shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article 132 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

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(2)    Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article 132 and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

133. Subject to the Law and any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Board may from time to time declare dividends in any currency to be paid to the Members and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. At any and every time the Board declares dividends, Class A Ordinary Shares and Class B Ordinary Shares shall have identical rights in the dividends so declared.

134. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.

135. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide,

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

136. The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment. The Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights

137. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

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138. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

139. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing 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 notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

140. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

141. Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

142. (1)    Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

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(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

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(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in satisifaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

        (2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article 142 shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article 142 in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

(b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article 142 , with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

(3)    The Board may resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article 142 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4)    The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article 142 shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

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(5)    Any resolution declaring a dividend on shares of any class may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

143. (1)The Board shall establish an account to be called the 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 in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.

(2)    Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

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CAPITALISATION

144. (1)    The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the basis that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article 144, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

(2)    Notwithstanding any provisions in these Articles, the Board may resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/or its affiliates (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company) 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 Members at a general meeting, or (ii) any trustee of any trust 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 Members at a general meeting.

145. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under Article 144 and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

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SUBSCRIPTION RIGHTS RESERVE

146. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law:

(1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:

(a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article 146) maintain in accordance with the provisions of this Article 146 a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal

amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

(b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by the Law;

(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and

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(d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by the Law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(2)    Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3)    The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4)    A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

147. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

148. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by the Law or authorised by the Board or the Members in general meeting.

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149. Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by the Law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article 150 shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

150. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by Notice served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

151. The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

152. Subject to applicable law and rules of the Designated Stock Exchange, the Board may appoint an Auditor, who shall hold office until removed from office by a resolution of the Board, to audit the accounts of the Company. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

153. Subject to the Law the accounts of the Company shall be audited at least once in every year.

154. The remuneration of the Auditor shall be determined by the Audit Committee or, in the absence of such an Audit Committee, by the Board.

155. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

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156. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

157. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

NOTICES

158. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws and the requirements of the Designated Stock Exchange, by placing it on the Company’s website. 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 and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

159. Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

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(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

(d) may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations.

160. (1)    Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2)    A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person 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, mental disorder or bankruptcy had not occurred.

(3)    Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

161. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received.

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WINDING UP

162. (1)    The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2)    A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

163. (1)    Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company 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 pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a 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.

(2)    If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property 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 authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY

164. (1)    The Directors, Secretary and other officers and every Auditor of the Company at any time, whether at present or in the past, and the liquidator or trustees (if any) acting or who have acted in relation to any of the affairs of the Company and every one of them, and every one of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

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(2)    Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NAME OF COMPANY

165. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

INFORMATION

166. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter 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 Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

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EX-4.2

Exhibit 4.2

EX-4.4

Exhibit 4.4

THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into on June 3, 2019 by and among:

(1) Q&K INTERNATIONAL GROUP LIMITED, an exempted company duly incorporated with limited liability and validly existing under the Laws of the Cayman Islands (the “Company”),

(2) the parties listed on Part I of Exhibit A attached hereto (the “Series A Shareholders”, and each a “Series A Shareholder”),

(3) the parties listed on Part II of Exhibit A attached hereto (the “Series B Shareholders”, and each a “Series B Shareholder”),

(4) the party listed on Part III of Exhibit A attached hereto (the “Series C Shareholder”),

(5) the party listed on Part IV of Exhibit A attached hereto (the “Series C-1 Shareholder “),

(6) the parties listed on Part V of Exhibit A attached hereto (the “Series C-2 Shareholders”),

(7) the parties listed on Part VI of Exhibit A attached hereto (the “Founder Parties”, and each a “Founder Party”),

(8) the parties listed on Part VII of Exhibit A attached hereto (the “Subsidiaries”, and each a “Subsidiary”).

Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A. The Series C-2 Shareholders have agreed to subscribe from the Company, and the Company has agreed to allot and issue to the Series C-2 Shareholders, certain Series C-2 Shares (as defined below) of the Company on the terms and conditions set forth in the Series C-2 Preferred Share Subscription Agreement dated January 30, 2019 by and among the Company, the Series C-2 Shareholders (as applicable), the Founder Parties and the Subsidiaries (the “Share Subscription Agreement”).

B. The Share Subscription Agreement requires that the Parties enter into this Agreement as a condition to the consummation of transactions contemplated therein.

C. The Parties intend to enter into this Agreement and make the respective representations, warranties, covenants and agreements set forth herein on the terms and conditions set forth herein.

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AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in Exhibit B.

2. CORPORATE GOVERNANCE

2.1 Board of Directors.

(a)    Board Composition. Immediately upon the Closing, the Company shall have a board of directors (the “Board”) consisting of ten (10) directors and shall be constituted as follows:

(i) the Series C-1 Majority shall be entitled to appoint one (1) director of the Board (the “Series C-1 Director”)

(ii) the Series C Majority shall be entitled to appoint one (1) director of the Board (the “Series C Director”);

(iii) SAIF shall be entitled to appoint one (1) director of the Board, and Youzhen shall be entitled to appoint one (1) director of the Board (collectively, the “Series B Directors”);

(iv) The Series A-1 Majority shall be entitled to appoint one (1) director of the Board (the “Series A-1 Director”);;

(v) The Series A-3 Majority shall be entitled to appoint one (1) director of the Board (together with the Series A-1 Director, the “Series A Directors”, and each a “Series A Director”); and

(vi) The Ordinary Majority shall be entitled to appoint four (4) directors of the Board.

(b)    Removal and Replacement. Any Shareholder or group of Shareholders entitled to designate any individual to be elected as a director of the Board pursuant to Section 2.1(a) shall have the right to remove any such director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any director designated pursuant to Section 2.1(a), the replacement to fill such vacancy shall be designated in the same manner as the director who is being replaced in accordance with Section 2.1(a).

(c)    Subsidiary Board. (a) Each of the BVI Subsidiary, the US Subsidiary, the HK Subsidiary and the WFOE shall, and the Group Companies and the Warrantors shall cause the BVI Subsidiary, the US Subsidiary, the HK Subsidiary the WFOE and any other subsidiaries to, (A) have a board of directors or similar governing body (the “Subsidiary Board”), (B) maintain the authorized size of each Subsidiary Board at all times same as the authorized size of the Board, and (C) ensure each Subsidiary Board to be recomposed such that the Preferred Shareholders shall at all times be entitled to appoint such number of director(s) to each Subsidiary Board as they are entitled to appoint to the Board under Section 2.1(a) above; (b) Each of the Domestic Company and its subsidiaries (each an “Operation Company” and collectively the “Operation Companies”) shall, and the Warrantors shall cause each such Operation Company to maintain the same board composition as the one before the date of this Agreement provided, however, that any and all matters that are subject to the approval of the board of any Operation Company shall be subject to the prior approval of the Board.

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(d)    Audit and Compensation Committees. The Board shall establish an audit committee, a compensation committee and any other committees when necessary as determined by the Board. Each of the audit committee, the compensation committee and any other committees of the Board shall include both Series B Directors, at least two Series A Directors, the Series C Director and the Series C-1 Director. The Board may determine or amend from time to time the procedures and functions of such committees but for the avoidance of doubt, may not change the composition of such committees as set out in this Section 2.1(d). All decisions of each committee shall be made by a majority of the members of such committee, including the affirmative vote from both Series B Directors, the Series C Director and the Series C-1 Director.

(e)    Board Meetings. The Board shall meet at least once every quarter unless postponed or waived by written consent of a quorum of the Board. For those acts listed in Part II of Exhibit C, a quorum for a Board meeting shall consist of at least six (6) directors, including both Series B Directors, the Series C Director, the Series C-1 Director and one (1) director appointed by the Ordinary Majority; for any other acts not included in Part II of Exhibit C, a quorum for a Board meeting shall consist of at least six (6) directors, including the director appointed by SAIF, the Series C Director, the Series C-1 Director, and one (1) director appointed by the Ordinary Majority. Each director shall have one (1) vote on any matter submitted for approval of the Board. Each director shall be entitled to appoint an alternate to serve at any board meeting (or the meeting of a committee formed by the Board), and such alternate shall be permitted to attend all Board meetings and vote on such director’s behalf.

(f)     Reimbursement, Insurance and Indemnity. Each of the directors of the Company shall be entitled to reimbursement from the Company for all reasonable out-of-pocket expenses (including without limitation, business class flight tickets and reasonable lodging expenses) related to all Board, Subsidiary Board or board committee activities. The Company shall obtain, and thereafter maintain, a directors’ and officers’ liability insurance policy in accordance with Section 7.7. The Company shall indemnify the directors to the maximum extent permitted by applicable Laws. In addition, the Company shall indemnify each Preferred Shareholder to the maximum extent permitted by applicable Laws for any claims brought against such Preferred Shareholder by any third party (including any other Shareholder of the Company) as a result of the appointment of any directors by such Preferred Shareholder in the Company.

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2.2 Protective Provisions.

(a)    For so long as any Preferred Share remains outstanding, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in Part I(A) of Exhibit C attached hereto without the prior affirmative vote or written consent of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, each voting as a separate class.

(b)    For so long as any Preferred Share remains outstanding, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in Part I(B) of Exhibit C attached hereto without the prior affirmative vote or written consent of holders of at least 85% of the Preferred Shares (on an as-converted basis).

(c)    For so long as the Series C-1 Director, the Series C Director, any Series B Director or any Series A Director holds office in the Board, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in Part II(A) of Exhibit C attached hereto without the prior affirmative vote or written consent of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors.

(d)    For so long as the Series C-1 Director, the Series C Director, any Series B Director or any Series A Director holds office in the Board, none of the Group Companies shall, and each of the Warrantors shall procure that no Group Company shall, directly or indirectly, take any of the actions listed in Part II(B) of Exhibit C attached hereto without the prior affirmative vote or written consent of six (6) Preferred Directors.

(e)    Notwithstanding anything to the contrary contained herein, where any act listed in Part I(A) of Exhibit C requires the approval of the Shareholders in accordance with the Statute, and if the Shareholders vote in favour of such act but the approval of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority or the Series A Majority has not yet been obtained, the relevant majority of the Preferred Shareholders who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1).

(f)     Notwithstanding anything to the contrary contained herein, where any act listed in Part I(B) of Exhibit C requires the approval of the Shareholders in accordance with the Statute, and if the Shareholders vote in favour of such act but the approval of the holders of at least 85% of the Preferred Shares (on an as-converted basis) has not yet been obtained, the relevant majority of the Preferred Shareholders who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1).

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2.3 Information and Inspection Rights.

(a)    Information. The Group Companies shall, and each Warrantor shall cause the Group Companies to, deliver, as soon as practicable (but in any event within the timeframe specified below), to the Preferred Shareholders the following documents or reports:

(i) within sixty (60) days after the end of each fiscal year, the unaudited consolidated annual financial statements of the Group Companies for such fiscal year;

(ii) within ninety (90) days after the end of each fiscal year, the operational report and the audited consolidated annual financial statements of the Group Companies for such fiscal year, audited by a Big-Four Accounting Firm or another reputable accounting firm approved by the Preferred Shareholders;

(iii) within thirty (30) days after the end of each fiscal quarter, the unaudited consolidated quarterly financial statements of the Group Companies for such fiscal quarter;

(iv) within thirty (30) days after the end of each fiscal month, the unaudited consolidated monthly financial statements and monthly bank statements of each Group Company for such fiscal month;

(v) no later than thirty (30) days before the beginning of such fiscal year, an annual operational plan and an annual budget for the next fiscal year as approved by the Board;

(vi) as soon as practicable, any penalties, injunctions, and other important litigation or contentious matters of the Group Companies;

(vii) any other financial and business information as any Preferred Shareholder may reasonably request from time to time; and

(viii) any other information provided to any other Shareholder from time to time.

The documents to be delivered pursuant to this Section 2.3 shall be prepared in a form reasonably satisfactory to the Preferred Shareholders. All the financial statements to be provided to the Preferred Shareholders, including without limitation the income statement, the balance sheet and the cash flow statement, shall be prepared in either English or Chinese in accordance with the PRC GAAP, or, at the election of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority or the Series B Majority or for the purpose of a QIPO, US GAAP or other international accounting standard, consistently applied and in the case of consolidated financial statement, shall consolidate all of the financial results of the Group Companies.

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(b)    Information relating to tax matters. The Group Companies shall, and each Warrantor shall cause the Group Companies to:

(i) prepare or furnish to each Preferred Shareholder the following information relating to tax matters on or before the dates indicated below:

(1) no later than February 15 of each year (or the first Business Day thereafter), a final statement of the Company’s taxable income, based on US tax principles and translated into US dollars, covering the prior taxable year, and all other information as will enable the Preferred Shareholder to timely satisfy its tax reporting obligations to its members in connection with the preparation of their own federal, state, and local income tax returns;

(2) no later than February 15 of each year (or the first Business Day thereafter), tax receipts and any other relevant documents substantiating tax payments to non-US jurisdictions; and

(3) no later than February 15 of each year (or on the first Business Day thereafter), an income statement, balance sheet, and information with respect to any non-US entities that are treated as disregarded foreign entities from a US federal income tax perspective.

(ii) provide quarterly updates during the calendar year of any change to the structure of the Company and its subsidiaries’ during the preceding quarter in question, including but not limited to new subsidiary formations or acquisitions, joint venture arrangements, refinancing of third party or internal debt, internal restructurings, disposals, dissolutions, and liquidations (such obligation on the part of the Company to be discharged by the electronic and/or physical delivery to each Preferred Shareholder of a summary description that includes relevant entity names, dates, and (where applicable) percentage shareholdings, and by making available such personnel as are able to answer any reasonable requests a Preferred Shareholder may have for further details in order to comply with its US tax reporting obligations with respect to the Company).

(iii) fully and timely cooperate to provide all information reasonably requested by a Preferred Shareholder relating to its obligations under any Foreign Account Tax Compliant Act Agreement and any Treasury Regulations (the “FATCA provisions”), or similar legislation, regulations, or other guidance enacted in any other jurisdictions, which seeks to implement similar tax reporting and/or withholding tax regimes, including those implemented under the OECD Common Reporting Standards.

(iv) provide to each Preferred Shareholder and/or their respective appointed advisers, as soon as reasonably practicable, all information, documentation and assistance a Preferred Shareholder may reasonably request in relation to the tax affairs of the Group, including, for the avoidance of doubt, drafts and/or copies of the annual tax returns. Where relevant, the Company shall in good faith incorporate, or cause to be incorporated, all reasonable comments and amendments made by each Preferred Shareholder and/or their respective advisers in relation to any annual tax returns before the due date for submission of such annual tax returns to the relevant tax authorities.

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(v) prepare and/or furnish to each Preferred Shareholder (or as requested by any adviser of a Preferred Shareholder) all tax receipts and any other documents (copies will suffice where appropriate) substantiating tax payments made during the prior taxable year by any Group Company to any relevant non-US tax authority as soon as reasonable practicable.

(vi) attend periodic meetings with each Preferred Shareholder and/or their respective advisers, together with the tax return preparer where appropriate, and as requested by such Preferred Shareholder, to discuss inter alia, the tax affairs and tax processes of the Group Company, positions taken in the annual tax returns and any other tax related matters on an annual basis (or more frequently as required by such Preferred Shareholder).

(c)    Inspection. For so long as a Preferred Shareholder remains a Shareholder, each Warrantor shall cause each Group Company to permit such Preferred Shareholder or its duly designated representatives, upon reasonable prior written notice, during normal business hours to visit and inspect such Group Company, and to examine the facilities, books of account and records of such Group Company, and to discuss the businesses, operations and conditions of such Group Company with the directors, officers, advisers, independent accountants, legal counsel and investment bankers of such Group Company.

(d)    Termination. The information right and the inspection right of the Preferred Shareholders shall terminate upon the closing of a QIPO.

2.4 Group Structure. The Parties hereto shall maintain the corporate structure of the Group, and the Parties hereto shall cause that the shareholding structure of each Group Company will not be changed without the prior consent of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority.

2.5 Voting Agreement. Each Shareholder agrees that it shall vote all of its Shares (or give shareholders’ consent) in such manner that gives effect to the provisions of this Agreement, including without limitation to cause the Board to be constituted in accordance with Section 2.1(a). Without limiting the generality of the foregoing, in the event that the Board, the Series A Majority, the Series B Majority, the Series C Majority, the Series C-1 Majority and the Series C-2 Majority have approved an initial public offering of the Equity Securities of any Group Company pursuant to Exhibit C attached hereto, each Shareholder shall grant any and all of the consents or approvals reasonably determined by the Board (including the Series C-1 Director, the Series C Director, a Series B Director and a Series A Director) to be necessary in order to effect such public offering, provided that in no event shall a Preferred Shareholder be required to consent to any amendment or termination of any provision of this Agreement or the Restated Articles or to convert any of its Preferred Shares other than in accordance with the Restated Articles.

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3. RIGHTS AND RESTRICTIONS IN RESPECT OF SHARE ISSUANCE AND TRANSFER

3.1 Transfer Restriction of Founder Parties. At any time prior to the QIPO, each of the Founder Parties shall not Transfer any Shares directly or indirectly owned by them without the prior written consent of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, other than any Transfer of Shares pursuant to the enforcement of the Founder Share Charge and the Holding Company Share Charge (each as defined in the Series C SSA).

3.2 Rights in Respect of Share Issuance or Transfer.

(a)    Preemptive Right. Each Preferred Shareholder (a “PR Holder”) shall have the Preemptive Right as set forth on Exhibit D.

(b)    Preferred Right of First Refusal. Each Preferred Shareholder (a “Preferred ROFR Holder”) shall have the Preferred Right of First Refusal as set forth on Exhibit D.

(c)    Preferred Right of First Offer. The Founder shall have the Preferred Right of First Offer as set forth on Exhibit D.

(d)    Right of Co-Sale. Each Preferred Shareholder (a “ROCS Holder”) shall have the Right of Co-Sale as set forth on Exhibit D.

(e)    Transfer by Preferred Shareholder. Each Preferred Shareholder shall have the right to transfer its shares in the Company to any Affiliate or any third party (other than to a Competitor). None of the holders of Preferred Shares or their Affiliates shall transfer any Preferred Shares or Ordinary Shares (as the case may be) held by such holder to a Competitor, without the prior written consent of the Founder.

3.3 Transfer Defined. For the purpose of this Agreement, the term “Transfer” or “transfer” shall include any direct or indirect transfer, sale, assignment or any other disposal (including creation of any encumbrance), and its verb form and the terms of “transferor” and “transferee” shall have the meaning correlative to the foregoing. In the case that any Share is held by its ultimate beneficial owner through one or more level of holding companies, any transfer, repurchase, or new issuance of the shares of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Share shall be deemed as an indirect transfer of such Shares. The Parties agree that the restrictions on the transfer of the Shares held by the Founder Parties contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares.

3.4 New Shareholders. Unless otherwise approved by the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, any new shareholder of the Company who is not already a Party to this Agreement shall, not later than the time that it becomes a shareholder of the Company, agree in writing that it adheres to, and will be bound by, the terms of this Agreement as a Party to this Agreement. Any Shareholder Transferring any Share shall cause the transferee to execute and deliver a deed of adherence substantially in the form set forth in Exhibit F, prior to such Transfer becoming effective.

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3.5 Prohibited Issuance or Transfer Void. The Company agrees that any issuance or transfer of Shares not made in compliance with this Agreement shall be null and void as against the Company, shall not be recorded on the register of members of the Company and shall not be recognized by the Company.

4. ESOP

4.1 ESOP.

(a)    All options issued or granted under the ESOP shall be subject to a four-year vesting schedule: 25% of the options in respect of any eligible employee will vest on the first anniversary of the commencement date of such employee’s employment with a Group Company, and the remaining 75% of the options granted to such employee will vest yearly in equal installments over the next thirty-six (36) months. The exercise price thereof shall be determined by the Board (with the affirmative vote of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors).

(b)    The power and authority to administer the ESOP and grant any option thereunder shall be vested to the Board or the compensation committee (upon its establishment) and any decision of the Board or the compensation committee with respect to the administration of the ESOP or grant of any option thereunder shall be made by a majority of the members of the Board or the compensation committee, including the affirmative vote of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors. Any Shareholder holding equal to or more than 5% of the Company’s issued share capital immediately after the Closing (on a fully diluted and as-converted basis) or its Affiliates shall not be eligible to be granted with any option under the ESOP.

5. DRAG-ALONG RIGHTS

5.1 Drag-Along Rights of Series C-2 Shareholders. If (a) a QIPO is not completed by 30 June 2021, (b) the Series C-2 Redemption Price and the Series C-2 Put Option Price have not been paid in accordance with the Restated Articles and this Agreement, respectively, and (c) the Series C-2 Majority (the “Series C-2 Drag-Along Shareholders”) proposes a sale of the Company by merger, sale of all or substantially all of the assets or business of the Group Companies, a sale of all the Shares or otherwise (the “Series C-2 Approved Sale”) to a third-party potential purchaser (the “Potential Purchaser”), then upon written notice from the Series C-2 Drag-Along Shareholders, each of the other Shareholders of the Company (the “Series C-2 Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-2 Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series C-2 Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series C-2 Approved Sale to such purchaser; (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 Series C-2 Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series C-2 Approved Sale. If any Series C-2 Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-2 Approved Sale, upon the request of the Series C-2 Drag-Along Shareholders, such Series C-2 Dragged Shareholder shall be obliged to purchase all the Shares held by the Series C-2 Drag-Along Shareholders, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of this Agreement shall not apply to any transfers made pursuant to this Section 5.

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5.2 Drag-Along Rights of Series C-1 Shareholder. If (a) a QIPO is not completed by 30 June 2021, (b) the Series C-1 Redemption Price and the Series C-1 Put Option Price have not been paid in accordance with the Restated Articles and this Agreement, respectively, and (c) the Series C-1 Majority (the “Series C-1 Drag-Along Shareholder”) proposes a sale of the Company by merger, sale of all or substantially all of the assets or business of the Group Companies, a sale of all the Shares or otherwise (the “Series C-1 Approved Sale”) to a Potential Purchaser, then, subject to the prior written consent of the Series C-2 Majority, upon written notice from the Series C-1 Drag-Along Shareholder, each of the other Shareholders of the Company (the “Series C-1 Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-1 Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series C-1 Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series C-1 Approved Sale to such purchaser; (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 Series C-1 Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series C-1 Approved Sale. If any Series C-1 Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C-1 Approved Sale, upon the request of the Series C-1 Drag-Along Shareholder, such Series C-1 Dragged Shareholder shall be obliged to purchase all the Shares held by the Series C-1 Drag-Along Shareholder, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of this Agreement shall not apply to any transfers made pursuant to this Section 5.

5.3 Drag-Along Rights of Series C Shareholder. If (a) a QIPO is not completed by the earlier of the 4^th anniversary of the Series C Shares Issue Date and 30 June 2021, (b) the Series C Redemption Price and the Series C Put Option Price have not been paid in accordance with the Restated Articles and this Agreement, respectively, and (c) the Series C Majority (the “Series C Drag-Along Shareholder”) proposes a sale of the Company by merger, sale of all or substantially all of the assets or business of the Group Companies, a sale of all the Shares or otherwise (the “Series C Approved Sale”) to a Potential Purchaser, then, subject to the prior written consent of the Series C-2 Majority and the Series C-1 Majority, upon written notice from the Series C Drag-Along Shareholder, each of the other Shareholders of the Company (the “Series C Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series C Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series C Approved Sale to such purchaser; (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 Series C Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series C Approved Sale. If any Series C Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series C Approved Sale, upon the request of the Series C Drag-Along Shareholder, such Series C Dragged Shareholder shall be obliged to purchase all the Shares held by the Series C Drag-Along Shareholder, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of this Agreement shall not apply to any transfers made pursuant to this Section 5.

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5.4 Drag-Along Rights of Series B Shareholders and Holding Company. At any time after the Closing, if the Series B Majority and the Holding Company (the “Series B Drag-Along Shareholders”) consent to an acquisition or a sale of the Company by merger, sale of more than fifty percent (50%) of the outstanding Shares, sales of all or substantially all of the assets or business of the Group Companies, a sale of all the Shares or otherwise (the “Series B Approved Sale”) to a Potential Purchaser, then, subject to the prior written consent of the Series C-2 Majority, the Series C-1 Majority and the Series C Majority, upon written notice from the Series B Drag-Along Shareholders, each of the other Shareholders of the Company (the “Series B Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series B Approved Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Series B Approved Sale; (ii) sell, transfer, and/or exchange, as the case may be, all of their Shares in such Series B Approved Sale to such purchaser; (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 Series B Approved Sale; and (iv) take all actions reasonably necessary to consummate the proposed Series B Approved Sale. If any Series B Dragged Shareholder does not elect to vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Series B Approved Sale, upon the request of the Series B Drag-Along Shareholders, such Series B Dragged Shareholder shall be obliged to purchase all the Shares held by the Series B Drag-Along Shareholders, at the price and terms offered by the Potential Purchaser. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 3 of this Agreement shall not apply to any transfers made pursuant to this Section 5.

5.5 Representation and Undertaking. Any such sale or disposition by the Dragged Shareholders, in each applicable case, shall be on the terms and conditions of the Approved Sale as proposed by the Potential Purchaser. Such Dragged Shareholders shall be required to make severally customary and usual representations and warranties in connection with the Approved Sale, including, without limitation, 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 Persons or entities; 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 are a party or by which they are bound and shall severally indemnify and hold harmless to the full extent permitted by Law, the purchasers against all actual cost, damages, or other liabilities, arising out of, in connection with or related to any breach or alleged breach of any representation or warranty made by, or agreements, understandings or covenants of such Dragged Shareholders, respectively as the case may be, under the terms of the agreements relating to such Approved Sale, provided that no Shareholder shall be obligated in connection with such Approved Sale to pay any amount with respect to any liabilities arising from the representations, warranties and indemnities given by it in excess of its share of the total consideration paid by the Potential Purchaser. Each of the Group Companies 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 by them in connection with the Approved Sale. Each Dragged Shareholder undertakes to pay its pro rata share of expenses incurred in connection with such proposed Approved Sale based on its share of the total consideration paid by the Potential Purchaser relative to each other.

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5.6 Drag-Along Notice. Prior to making any Approved Sale in which the Drag-Along Shareholder wishes to exercise its rights under this Section 5, 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 closing date of the Approved Sale (the “Approved Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the Potential Purchaser; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by the Potential Purchaser; (c) the Approved Sale Date; (d) the number of Shares held on record by the Drag-Along Shareholder on the date of the Drag-Along Notice which (if applicable) form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholder; and (e) the number of Shares of the Dragged Shareholders to be included in the Approved Sale (if applicable).

5.7 Transfer Certificate. On the Approved Sale Date, each of the Drag-Along Shareholders and the Dragged Shareholders shall deliver or cause to be delivered an instrument of transfer and a certificate or certificates evidencing its Shares to be included in the Approved Sale, duly endorsed for transfer and duly executed, to such third party purchasers in the manner and at the address indicated in the Drag-Along Notice. The register of the Company shall be updated to reflect the share transfers as a result of the exercise of the Drag-Along Rights exercised by the Drag-Along Shareholders.

5.8 Payment. If the Approved Sale is a sale of Shares, if the Drag-Along Shareholder or the Dragged Shareholders receive the purchase price for their shares or such purchase price is made available to them as part of an Approved Sale and, in either case they fail to deliver a duly executed instrument of transfer or certificates evidencing their Shares as described in this Section 5, they shall for all purposes be deemed no longer to be a Shareholder of the Company (with the record books 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. All proceeds received by or are made available to the Shareholders for an Approved Sale shall be distributed among the Shareholders in accordance with Section 1 of Schedule A of the Restated Articles.

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6. PUT OPTION

6.1 Put Option of the Series C-2 Shareholders.

If (i) a QIPO is not completed by 30 June 2021, or (ii) a material breach occurs by any Warrantor of any of its representations, warranties, covenants or undertakings under the Transaction Documents, and such breach has not been cured within thirty (30) days after issuance of a written notice by any Series C-2 Shareholder to the Company, or (iii) a Series C-1 Put Notice (as defined below) or a Series C-1 Redemption Notice (as defined in the Restated Articles) or a Series C Put Notice (as defined below) or a Series C Redemption Notice (as defined in the Restated Articles) or a Series B Redemption Notice (as defined in the Restated Articles) has been delivered to the Company, each Series C-2 Shareholder shall be entitled to, by delivery of a written notice (the “Series C-2 Put Notice”) by the Series C-2 Shareholder to the Founder Parties, require the Founder Parties, and the Founder Parties shall be obliged, jointly and severally, to purchase from the Series C-2 Shareholder all (but not less than all) of the Series C-2 Shares held by the Series C-2 Shareholder at the Series C-2 Put Option Price (the “Series C-2 Put Option”).

6.2 Put Option of the Series C-1 Shareholder.

If (i) a QIPO is not completed by 30 June 2021, or (ii) a material breach occurs by any Warrantor of any of its representations, warranties, covenants or undertakings under the Transaction Documents, and such breach has not been cured within thirty (30) days after issuance of a written notice by any Series C-1 Shareholder to the Company, or (iii) a Series C Put Notice (as defined below) or a Series C Redemption Notice (as defined in the Restated Articles) or a Series B Redemption Notice (as defined in the Restated Articles) has been delivered to the Company, each Series C-1 Shareholder shall be entitled to, by delivery of a written notice (the “Series C-1 Put Notice”) by the Series C-1 Shareholder to the Founder Parties, require the Founder Parties, and the Founder Parties shall be obliged, jointly and severally, to purchase from the Series C-1 Shareholder all (but not less than all) of the Series C-1 Shares held by the Series C-1 Shareholder at the Series C-1 Put Option Price (the “Series C-1 Put Option”).

6.3 Put Option of the Series C Shareholder.

If (i) a QIPO is not completed by the earlier of the fourth (4^th) anniversary of the Series C Shares Issue Date and 30 June 2021, or (ii) a material breach occurs by any Warrantor of any of its representations, warranties, covenants or undertakings under the Transaction Documents, and such breach has not been cured within thirty (30) days after issuance of a written notice by any Series C Shareholder to the Company, or (iii) a Series B Redemption Notice (as defined in the Restated Articles) has been delivered to the Company, each Series C Shareholder shall be entitled to, by delivery of a written notice (the “Series C Put Notice”) by the Series C Shareholder to the Founder Parties, require the Founder Parties, and the Founder Parties shall be obliged, jointly and severally, to purchase from the Series C Shareholder all (but not less than all) of the Series C Shares held by the Series C Shareholder at the Series C Put Option Price (the “Series C Put Option”).

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6.4 Procedure.

(a)    Prior and in preference to any payment of the Series C-1 Put Option Price and the Series C Put Option Price, the funds legally available to the Founder Parties shall be first applied to payment for the Series C-2 Put Option Price on a pari passu basis.

(b)    After payment in full of the Series C-2 Put Option Price pursuant to Section 6.4(a) above, if the funds legally available to the Founder Parties are insufficient to permit the full payment of the Series C-1 Put Option Price and the Series C Put Option Price in respect of each Series C-1 Share and Series C Share required to be purchased, then the Founder Parties’ available funds shall be allocated so that 45% of such funds are apportioned to purchase Series C Shares, and 55% are apportioned to purchase Series C-1 Shares, with respect to which the Put Option has been exercised, and in each case deeming the Series C Shares and the Series C-1 Shares respectively as a single class.

(c)    Without limiting any rights of the Series C-2 Shareholders, the Series C-1 Shareholder and the Series C Shareholder which are set forth in this Agreement and the Restated Articles, or are otherwise available under law, the Series C-2 Shareholders, the Series C-1 Shareholder and the Series C Shareholder shall continue to be entitled to all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) of the balance of any Series C-2 Shares, Series C-1 Shares or Series C Shares subject to the Put Option hereunder with respect to which the Founder Parties have become obligated to pay the Put Option Price but which they have not paid in full, until the Put Option Price have been paid in full with respect to such Series C-2 Shares, Series C-1 Shares and Series C Shares.

6.5 Completion. The Put Option shall be completed no later than sixty (60) days following the delivery of the Put Notice by the relevant Series C-2 Shareholders and/or Series C-1 Shareholder and/or Series C Shareholder (each, a “PO Shareholder”) to the Founder Parties. At completion, subject to Section 6.4 above, the Founder Parties shall, jointly and severally, pay the Put Option Price to the relevant PO Shareholder by wire transfer of immediately available funds to an account designated in writing by the relevant PO Shareholder and the relevant PO Shareholder shall deliver an instrument of transfer and a share certificate in respect of the Series C-2 Shares and/or the Series C-1 Shares and/or the Series C Shares against such payment by the Founder Parties of the Put Option Price. The register of the Company shall be updated to reflect the share transfers as a result of the exercise of the Put Option by any PO Shareholder.

6.6 No prejudice. The exercise by any PO Shareholder of the Put Option will not prejudice it in relation to any other rights or remedies it may have under this Agreement or the other Transaction Documents.

7. ADDITIONAL AGREEMENTS

7.1 Registration Rights. The Company hereby grants to the Preferred Shareholders such registration rights as set forth on Exhibit E.

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7.2 Founder’s Commitment; Non-Competition. The Founder hereby undertakes to the Preferred Shareholders that, he (a) will provide full-time service in the Group Companies until the third (3^rd) anniversary of the closing of the QIPO; (b) shall devote all his working time to the development of the business of the Group Companies, and such devotion shall not be interfered by any other activities engaged in or to be engaged in by the Founder outside his working time; (c) shall not, without the prior written consent of the Preferred Shareholders, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, directly or indirectly invest or otherwise have interest in any business directly or indirectly in competition with the business conducted by any Group Company, or provide service of any form to any Person engaged in any business directly or indirectly competing with the business of any Group Company; or (d) shall not solicit or entice away or attempt to solicit or entice away to a competitor from any Group Company, any employee, consultant, supplier, customer, client, representative, or agent of such Group Company. The non-competition obligations of the Founder under this Section 7.2 shall not cease until the second (2^nd) anniversary after the later of (i) such Founder and his Affiliates no longer hold any Shares in the Company, (ii) such Founder and his Affiliates are no longer a director, officer or employee of any Group Company. The Founder shall cause each of the Key Employees of any Group Company to enter into an employment contract and non-compete, confidentiality and invention agreement undertaking the same as the Founder undertakes in this Section 7.2, the form and substance of which shall be satisfactory to the Preferred Shareholders.

7.3 Tax Matters.

(a)    The Group Companies shall, and each Warrantor shall cause the Group Companies to, comply with the applicable Tax Laws and all record-keeping, reporting, and other requirements necessary for a Preferred Shareholder’s compliance with any applicable Tax Laws. The Group Companies shall, and each Warrantor shall cause the Group Companies to, avoid adverse Tax status (including without limitation PRC resident enterprise) for any Group Company organized outside the PRC under the PRC Tax Laws, or CFC or PFIC under the U.S. Tax Laws.

(b)    The Group Companies shall, and each Warrantor shall cause the Group Companies to, ensure that each Group Company uses reasonable best efforts, to maintain sufficient commercial substance and ensure that they are otherwise properly managed in a manner that ensures that they are treated as a tax resident only in its jurisdiction of incorporation. In this regard, each of the Company and the other Group Companies shall ensure that its central management and control, and in particular, the place where its directors meet to conduct its business is in its jurisdiction of incorporation.

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(c)    Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its subsidiaries was a PFIC in such taxable year (or if a Governmental Authority or any Preferred Shareholder informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each Preferred Shareholder that is a United States Person a “Direct US Investor”) and each United States Person that holds either direct or indirect interest in such Preferred Shareholder (an “Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (A) timely file and maintain a “qualified electing fund” election in the US with respect to the Company and/or such other Group Company, as the case may be, (B) accurately prepare its US tax returns and comply with any other reporting requirements, if any, arising from its investment in the Company and relating to the Company or any of its subsidiaries’ classification as a PFIC and (C) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant Preferred Shareholder requests in writing that the Company provide such information to such Indirect US Investor. All costs and expenses incurred by the Company in connection with the provision of information pursuant to this Section shall be borne by the Company.

(d)    Each of the Founder Parties represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. The Founder Parties shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its best efforts to avoid future status of the Company or any of its subsidiaries as a CFC. Upon written request of any Preferred Shareholder from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such Preferred Shareholder to determine whether the Company is a CFC in order for such Preferred Shareholder to timely comply with applicable U.S. Tax Laws and any related requirements. In the event that the Company does not have in its possession all the information necessary for the Preferred Shareholders to make such determination, the Company shall use its commercially reasonable efforts to promptly procure such information from its shareholders. The Company shall, (i) upon written request of any Preferred Shareholder, furnish on a timely basis all information reasonably requested by such Preferred Shareholder and its permitted transferees and any other US shareholders to satisfy its (or any Indirect US Investor’s) US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its subsidiaries’ classification as a CFC. All costs and expenses incurred by the Company in connection with the provision of information pursuant to this Section shall be borne by the Company. The Company and each of its subsidiaries shall use their best efforts to avoid generating for any taxable year in which the Company or any of its subsidiaries is a CFC, income that would be includible in the income of such Preferred Shareholder (or any Indirect US Investor) pursuant to Section 951 of the Code.

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(e)    At the request of the Series C-2 Shareholders, the Series C-1 Shareholder or the Series C Shareholder, the Shareholders shall cooperate and shall cause the Company and its subsidiaries to cooperate with the Series C-2 Shareholders, the Series C-1 Shareholder or the Series C Shareholder (as the case may be) in (i) the prompt preparation and filing of ‘check the box’ elections effective at least 2 days prior to closing of the Share Subscription Agreement to specify the US tax classification of the Company and/or any such subsidiary, (ii) the prompt conversion of the Company and/or any subsidiary that is not currently eligible to make a check the box election into a company form which is eligible to make such an election, and (iii) taking any other action that is reasonably requested to enhance, rationalize, and/or simplify the US tax treatment of the Company and its subsidiaries, it being understood that (x) no check the box election shall have any bearing on the tax treatment or legal status of the subject entity for non-US purposes, (y) no conversion or action shall be undertaken as described above if it is determined that doing so would have an adverse impact on either the Company or the Shareholders, and (z) the reasonable costs and expenses incurred in this connection shall be promptly paid or reimbursed by the Series C-2 Shareholders, the Series C-1 Shareholder or the Series C Shareholder (as the case may be). The Shareholders shall cooperate in the timely adoption of resolutions, if and when necessary, and the execution and filing of such forms and other documentation as the Series C-2 Shareholders, the Series C-1 Shareholder or the Series C Shareholder (as the case may be) may request in this respect.

7.4 Anti-Corruption.

(a)    For the purposes of paragraphs (c), (d) and Section 7.6 below:

“Government Official” means an official or employee of any government department, agency, or instrumentality, any government-owned or controlled enterprise, any public international organization, or any political party, as well as any candidate for political office.

“Relevant Person” means any owner, director, officer, employee, or agent of any Warrantor (collectively, “Relevant Persons”).

(b)    Books and Records and Internal Controls.

(i) Each Warrantor shall make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect its transactions and dispositions of assets.

(ii) Each Warrantor (other than the Founder) shall devise and maintain a system of internal accounting controls in accordance with sound business practices and the international standards of good practice and is satisfactory to the Preferred Shareholders to provide assurance that (1) transactions are executed and access to assets is permitted only in accordance with management’s general or specific authorization, (2) transactions by it are recorded as necessary to permit preparation of financial statements in conformity with the PRC GAAP, or, at the election of the Series C-2 Majority, the Series C-1 Majority or the Series C Majority and for the purpose of a QIPO, US GAAP or other accounting standard and to maintain asset accountability, (3) if applicable, the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (4) segregating duties for cash deposits, cash reconciliation, cash payment, proper approval is established, and (5) no personal assets or bank accounts of the employees, directors, officers are mingled with the corporate assets or corporate bank account, and no Warrantor uses any personal bank accounts of any employees, directors, officers thereof during the operation of the business.

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(c)    Ethical Business Practices.

(i) Each Warrantor shall, and shall procure that each Relevant Person to, use only legitimate business practices in compliance with applicable Laws in commercial operations and in dealing with government agencies.

(ii) No Warrantor shall, and each Warrantor shall procure that the Relevant Persons shall not, make or offer any payments or transfers of value which have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in kickbacks or other unlawful or improper means of obtaining business.

(iii) No Warrantor shall, and each Warrantor shall procure that the Relevant Persons shall not, offer, pay, promise to pay, or authorized or will authorize the payment of any money or anything else of value, whether directly or through another Person or entity, to any Government Official or political party in order to (1) influence any act or decision of such official or party or (2) induce such official or party to use his or its influence with a government or instrumentality thereof.

(d)    Absence of Government Official Economic Interest. Each of the Warrantors and the Group Companies shall procure that none of the Government Officials in any country or region and no close relative or family member of such an official (i) will hold an ownership or other economic interest, direct or indirect, in the Holding Company or any Group Company other than holding interests in the Holding Company or any Group Company that are acquired through open market purchases or (ii) will serve as an officer, director, or employee of the Holding Company or any Group Company.

(e)    OFAC Sanctions. The Warrantors shall not, and each Warrantor shall cause the Holding Company and the Group Companies not to:

(i) be owned or controlled by an individual or entity, and each director, officer or employee shall not be an individual which is:

(1) a Prohibited Person; or

(2) located, organized or resident in a country or territory that is the subject of Sanctions (currently, including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).

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(ii) engage in, any dealings or transactions with any Prohibited Person, or in any country or territory that at the time of the dealing or transaction is the subject of Sanctions. Each Warrantor shall adopt and implement written policies and procedures designed to achieve, and which are reasonably expected to continue to achieve, compliance with Sanctions and the obligations under this Section. All Founder Parties agree to cooperate with this undertaking and not to take any action (or engage in inaction) that would cause any Warrantor or any Preferred Shareholder to be in violation of those policies and procedures or of any Sanctions.

(iii) “Sanction” means any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union or Her Majesty’s Treasury.

(iv) “Prohibited Person” means (i) an entity or individual with whom U.S. companies and nationals are precluded from doing business under any U.S. sanctions or export regimes administered or enforced by the OFAC, the U.S. State Department, the U.S. Commerce Department or other U.S. agencies, including (a) the OFAC’s List of Specially Designated Nationals and Blocked Persons and (b) the OFAC’s sanctions programs targeted against Cuba, Iran, Sudan, Syria, Myanmar/Burma, the Crimea region of Ukraine or North Korea; or (ii) an entity or individual that is on any list of sanctioned or designated Persons administered or maintained by the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

(f)     Anti-money Laundering. Each of the Warrantors and the Group Companies shall, and shall procure the Holding Company and the Group Companies to, comply with applicable anti-money laundering statutes of all jurisdictions, including, without limitation, all applicable jurisdiction and U.S. anti-money laundering laws, the rule and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Holding Company or the Group Companies with respect to the Money Laundering Laws is pending or, so far as the Founder Parties are aware, threatened.

7.5 Restated Articles. In the event of any conflict or inconsistency between any of the terms of this Agreement and any of the terms of the Restated Articles, subject to any applicable law, the terms of this Agreement shall prevail in all respects as regards the Parties (other than the Company), the Parties (other than the Company) shall give full effect to and act in accordance with the provisions of this Agreement over the provisions of the Restated Articles, and the Parties (other than the Company) hereto shall exercise all voting and other rights and powers (including to procure any required alteration to the Restated Articles to resolve such conflict or inconsistency) to make the provisions of this Agreement effective.

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7.6 Most Favored Nation Treatment. The Warrantors jointly and severally undertake to the Series C Shareholder, the Series C-1 Shareholder and the Series C-2 Shareholders that in the event any Group Company grants, issues or provides any Person any right, privilege or protection more favorable than those granted to the Series C Shareholder and/or the Series C-1 Shareholder and/or the Series C-2 Shareholders, the Series C Shareholder and/or the Series C-1 Shareholder and/or the Series C-2 Shareholders shall have the right to require that such Group Company concurrently grants, issues or provides the same rights, privileges or protections to the Series C Shareholder and/or the Series C-1 Shareholder and/or the Series C-2 Shareholders pari passu with such Person.

7.7 Directors and Officers Liability Insurance. The Company shall obtain and maintain, in full force and effect, directors and officers liability insurance for each of the Company’s directors and officers for the term of this Agreement. The directors and officers liability insurance shall be in an insured amount of not less than the equivalent of US$15 million, on an individual or aggregate claim basis. The cost of the directors and officers liability insurance will be borne by the Company. If written on a claims made basis, the directors and officers liability insurance shall be maintained for no less than six (6) years after the termination of this Agreement or, for such extended period as may be agreed between the Preferred Shareholders and the Company. In addition, the Preferred Shareholders may require the Company to obtain and maintain additional types of insurance, such insurance policies to be commercially reasonable taking into account the business of the Group Companies. All insurance policies shall be placed with insurers with a minimum financial strength rating by Standard & Poor’s or Moody’s of “A”, A. M Best of “A-” or a similar rating.

8. QIPO

This Agreement and all rights and covenants contained herein, except for obligations set forth in Sections 7.1, 7.2, 7.4, 8, and 9, shall terminate on the closing of a QIPO. If for the purpose of a QIPO and as approved by the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, the Company is required or advised by counsel to conduct reorganization, the Preferred Shareholders may elect to waive any or all of their preferred or special rights hereunder, effective as of the completion of such reorganization; provided that, in the event that the QIPO does not occur within twelve (12) months after the completion of such reorganization, the Warrantors shall take all such actions as necessary or desirable to restore all the rights and privileges of the Preferred Shareholders contained herein, including without limitation (i) causing the Company to amend the Restated Articles, (ii) causing the Company to issue to Preferred Shareholders applicable class and number of shares of the Company, and (iii) entering into agreements containing substantially the same terms and conditions hereof. After the completion of the QIPO, except as otherwise approved by the Preferred Shareholders in writing, no Founder Party shall directly or indirectly Transfer or dispose of any Share held by it after the expiration of the relevant lock-up period as provided in the applicable Laws or required by the relevant stock exchange or Governmental Authorities.

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9. MISCELLANEOUS

9.1 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.

9.2 Dispute Resolution. The Parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the satisfaction of the Parties to the dispute within thirty (30) days after the commencement of the negotiation, any Party to the dispute shall have the right to refer such dispute to be finally settled by arbitration at Hong Kong International Arbitration Centre (“HKIAC”). The arbitration shall be conducted in Hong Kong and shall be administered by the HKIAC in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. However, if such rules are in conflict with the provisions of this Section 9.2, the provisions of this Section 9.2 shall prevail. The dispute shall be referred to an arbitration tribunal consisting of three (3) arbitrators appointed in accordance with the HKIAC Administered Arbitration Rules. The decision of the tribunal shall be final and binding on the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. The costs and expenses of the arbitration, including the fees of the arbitral tribunal, shall be borne and paid by the Parties in such proportions as the arbitral tribunal shall determine. The language of the arbitration shall be English.

9.3 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) or electronic mail to the respective Parties at the addresses specified on Part VII of Exhibit A (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.3).

Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a written confirmation of delivery, and to have been effected at the earlier of (i) delivery (or when delivery is refused) and (ii) expiration of two (2) Business Days after the letter containing the same is sent as aforesaid. Where a notice is sent by facsimile or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid, if such day is a Business Day and if sent during normal business hours of the recipient, otherwise the next Business Day. Notwithstanding the foregoing, to the extent a “with a copy to” address is designated, notice must also be given to such address in the manner above for such notice, request, consent or other communication hereunder to be effective.

9.4 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights and obligations hereunder, shall not be assigned without the mutual written consents of the Preferred Shareholders and the Company; provided that any Preferred Shareholder may assign its rights and obligations to an Affiliate of it or third party without consent of the other Parties under this Agreement and the assignee shall execute and deliver such documents and take such other actions as may be necessary for such assignee to join in and be bound by the terms of this Agreement as an “Preferred Shareholder” (if not already a Party hereto) upon and after such assignment.

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9.5 Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Laws in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law.

9.6 Waiver and Amendment. This Agreement may only be amended or modified by an instrument in writing signed by the Company, the Preferred Shareholders and the Ordinary Majority; provided that any Party may, for itself only, (a) extend the time for the performance of any of the obligations or other acts of another Party, (b) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered by another Party pursuant hereto or (c) waive compliance with any of the agreements of another Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby and shall be valid as against such Party giving the extension or waiver only. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

9.7 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, (a) the defined terms shall have the meanings assigned to them in its definition and include the plural as well as the singular, and pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; (b) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless explicitly stated otherwise, and all references in this Agreement to designated exhibits are to the exhibits attached to this Agreement unless explicitly stated otherwise, (c) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (d) the word “knowledge” means, with respect to a Person’s “knowledge”, the actual knowledge of such Person and that knowledge which should have been acquired by it after making due inquiry, (e) 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, (f) any reference in this Agreement to any “Party” or any other Person shall be construed so as to include its successors in title, permitted assigns and transferees, (g) any reference in this Agreement to any agreement or instrument is a reference to that agreement or instrument as amended or novated, (h) this Agreement is jointly prepared by the Parties and should not be interpreted against any Party by reason of authorship, and (i) in calculations of share numbers, (1) references to a “fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants and other Equity Securities convertible into or exercisable or exchangeable for Ordinary Shares (whether or not by their terms then currently convertible, exercisable or exchangeable) have been so converted, exercised or exchanged, (2) references to a “non-diluted basis” mean that the calculation is to be made taking into account only Ordinary Shares then in issue and (3) references to an “as converted basis” mean that the calculation is to be made assuming that all Preferred Shares in issue have been converted into Ordinary Shares. All calculations shall be deemed to be on a fully diluted basis unless otherwise specified. Any share number referred to in this Agreement shall be appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Ordinary Shares after the date of this Agreement.

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9.8 Entire Agreement. This Agreement and other Transaction Documents constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof, and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

9.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

9.10 Confidentiality and Non-Disclosure.

(a)    Disclosure of Terms. The terms and conditions of this Agreement and the Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and any information relating to the business, financial or other matters of the Group Companies obtained by the Preferred Shareholders (collectively, the “Confidential Information”), shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below; provided that such Confidential Information shall not include any information that is in the public domain other than caused by the breach of the confidentiality obligations hereunder.

(b)    Press Releases, etc. Any press release issued by the Company shall not disclose any of the Confidential Information and the final form of such press release shall be approved in advance in writing by the Preferred Shareholders. No other announcement regarding any of the Confidential Information in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the prior written consent of the Preferred Shareholders.

(c)    Permitted Disclosures. Notwithstanding the foregoing, any Party may disclose any of the Confidential Information to its current or bona fide prospective investors, employees, investment bankers, lenders, potential and actual transferees, partners, accountants and attorneys, in each case only where such Persons or entities are under appropriate nondisclosure obligations. Without limiting the generality of the foregoing, the Preferred Shareholders shall be entitled to disclose the Confidential Information for the purposes of fund reporting or inter-fund reporting or to its fund manager, other funds managed by its Affiliates, fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors.

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(d)    Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations or by a regulator with competent jurisdiction) to disclose the existence of this Agreement, other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Confidential Information in contravention of the provisions of this Section 9.10, such Party (the “Disclosing Party”) shall, to the extent legally permissible and reasonably practicable, provide the other Parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party.

(e)    Other Information. The provisions of this Section 9.10 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

(f)     Affiliates. Each Party shall cause each of its Affiliates to comply with all of the restrictions, limitations and obligations set forth in this Section 9.10 as if it were a party hereto.

9.11 Termination. The rights and obligations of any Shareholder hereunder shall cease when it or he no longer holds any Equity Securities in the Company.

9.12 Termination of Prior Shareholders Agreements and Waiver of Claims under the Previous Financing Documents. The Parties acknowledge and agree that the Prior Shareholders Agreement shall be deemed to have been terminated and superseded by this Agreement, and each of the Parties hereby acknowledges that it is not aware of any claims that it may have against each other Party under the Previous Financing Documents prior to the date of this Agreement. Each of SAIF IV Consumer (BVI) Limited and Youzhen Inc. acknowledges and agrees, in their capacity as the holders of the Series B Shares, to waive all claims against the Warrantors (as defined in the Series B SSA) for the failure to comply with any covenant set forth in Section 6 thereof. North Haven Private Equity Asia Harbor Company Limited, acknowledges and agrees, in its capacity as the holder of the Series C Shares, to waive all claims as of the date of this Agreement against the Warrantors (as defined in the Series C SSA) for the failure to comply with any covenant set forth in Section 7 thereof.

9.13 Share Charge Amendment. The Founder, the Holding Company, the Company and North Haven Private Equity Asia Harbor Company Limited hereby acknowledge and agree that the Founder Share Charge and the Holding Company Share Charge (each as defined in the Series C SSA) shall be amended to the extent as set forth in Exhibit G hereof.

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9.14 No Valuation Adjustment in D Round Financing. The Parties acknowledge and agree that in the Company’s future D round financing, there shall be no valuation adjustment mechanism or any agreement or scheme of similar nature.

{The remainder of this page has been left intentionally blank}

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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE COMPANY:
Q&K INTERNATIONAL GROUP LIMITED
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Chief Executive Officer
THE BVI SUBSIDIARY:
QK365.com INC.
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Sole Director
THE US SUBSIDIARY:
QK365.com, INC.
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Sole Director
THE HK SUBSIDIARY:
QINGKE (CHINA) LIMITED
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Sole Director

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE WFOE:
Q&K INVESTMENT CONSULTING CO., LTD. (上海青客投资咨询有限公司 )
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE DOMESTIC COMPANY:
SHANGHAI QINGKE ELECTRICS COMMERCE CO., LTD. (上海青客电子商务有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
QINGKE CHUANGYI:
SHANGHAI QINGKE CHUANGYI INDUSTRIAL SUPPORTING PROPERTY MANAGEMENT CO., LTD. (上海青客创意产业配套物业管理有限公司)
(Sealed)
By:	/s/ Qiong Hong
Name:	Qiong Hong (洪琼)
Title:	Legal Representative
SUZHOU QINGKE:
SUZHOU QINGKE INFORMATION TECHNOLOGY CO., LTD. (苏州青客信息科技有限公司)
(Sealed)
By:	/s/ Qiong Hong
Name:	Qiong Hong (洪琼)
Title:	Legal Representative
BEIJING QINGKE:
BEIJING QINGKE PROPERTY MANAGEMENT CO., LTD. (北京青客物业管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LINGQING PROPERTY:
SHANGHAI LINGQING PROPERTY MANAGEMENT CO., LTD. (上海凌青物业管理有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
MINQING PROPERTY:
SHANGHAI MINQING PROPERTY SERVICE CO., LTD. (上海闵青物业服务有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
TANGQING PROPERTY:
SHANGHAI TANGQING PROPERTY MANAGEMENT CO., LTD. (上海唐青物业管理有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
QINGTENG INVESTMENT:
SHANGHAI QINGTENG INVESTMENT MANAGEMENT LLP (上海青腾投资管理中心(有限合伙))
(Sealed)
By:	/s/ Guiying Song
Name:	Guiying Song (宋桂英)
Title:	Designated Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SHANGHAI QINGKE TRADING
SHANGHAI QINGKE TRADING CO., LTD. (上海青客贸易有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
QINGKE PUBLIC RENTAL:
SHANGHAI QINGKE PUBLIC RENTAL HOUSING LEASEHOLD OPERATION AND MANAGEMENT COMPANY LIMITED BY SHARE (上海青客公共租赁住房租赁经营管理股份有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
GUQING PROPERTY:
SHANGHAI GUQING PROPERTY MANAGEMENT CO., LTD. (上海谷青物业管理有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
QINGKE EQUIPMENT RENTAL:
SHANGHAI QINGKE EQUIPMENT RENTAL CO., LTD. (上海青客设备租赁有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

BAOSHAN PUBLIC RENTAL:
SHANGHAI BAOSHAN QINGKE PUBLIC RENTAL LEASED HOUSING OPERATION AND MANAGEMENT CO., LTD. (上海宝山青客公共租赁用房运营管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
JIAXING PUBLIC RENTAL:
JIAXING QINGKE PUBLIC RENTAL HOUSING LEASEHOLD INVESTMENT MANAGEMENT COMPANY LIMITED BY SHARE (嘉兴青客公共租赁住房投资管理股份有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative
HANGZHOU QINGKE:
HANGZHOU QINGKE APARTMENT MANAGEMENT CO., LTD. (杭州青客公寓管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
GUANGZHOU QINGKE:
GUANGZHOU QINGKE APARTMENT HOTEL MANAGEMENT CO., LTD. (广州青客公寓酒店管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TIANJIN QINGKE:
TIANJIN QINGKE APARTMENT MANAGEMENT CO., LTD. (天津青客公寓管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
CHENGDU QINGKE:
CHENGDU QINGKE APARTMENT MANAGEMENT CO., LTD. (成都青客公寓管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
NANJING QINGKE:
NANJING QINGKE APARTMENT MANAGEMENT CO., LTD. (南京青客公寓管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
HEFEI QINGKE:
HEFEI QINGKE PROPERTY MANAGEMENT CO., LTD. (合肥青客物业管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

XIAMEN QINGKE:
XIAMEN QINGKE APARTMENT MANAGEMENT CO., LTD. (厦门青客公寓管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
WUHAN QINGKE:
WUHAN QINGKE APARTMENT HOTEL MANAGEMENT CO., LTD. (武汉青客公寓酒店管理有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative
JIAXING QINGKE TALENT APARTMENT:
JIAXING QINGKE TALENT APARTMENT CONSTRUCTION AND DEVELOPMENT CO., LTD. (嘉兴青客人才公寓建设开发有限公司)
(Sealed)
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

JIAXING HUICAI:
JIAXING HUICAI PROPERTY MANAGEMENT CO., LTD. (嘉兴汇才物业管理有限公司)
(Sealed)
By:	/s/ Zhaochun Zheng
Name:	Zhaochun Zheng (郑赵春)
Title:	Director

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SHANGHAI XIANGSI:
SHANGHAI XIANGSI SHIYE CO., LTD. (上海祥斯实业有限公司)
(Sealed)
By:	/s/ Rufeng Teng
Name:	Rufeng Teng (滕儒锋)
Title:	Legal Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDER:

/s/ Guangjie Jin

JIN GUANGJIE

THE HOLDING COMPANY:
BILL.COM INC.
By:	/s/ Guangjie Jin
Name:	JIN Guangjie
Title:	Sole Director

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CLASS A ORDINARY SHAREHOLDER:
YIJIA INC.
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Sole Director
CLASS B ORDINARY SHAREHOLDERS:
BILL.com INC.
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Sole Director
YIJIA INC.
By:	/s/ Guangjie Jin
Name:	Guangjie Jin (金光杰)
Title:	Sole Director

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES A-1 SHAREHOLDERS:
YOUZHEN INC.
By:	/s/ Guiying Song
Name:	Guiying Song (宋桂英)
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES A-1 SHAREHOLDERS:
NEWSION ONE INC.
By:	/s/ Youyang Li
Name:	Youyang Li (李悠扬)
Title:	Authorized Representative
NEWSION TWO INC.
By:	/s/ Youyang Li
Name:	Youyang Li (李悠扬)
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES A-2 SHAREHOLDERS:
FORESIGHT (INTERNATIONAL) INVESTMENT (CONSULTING) CO., LIMITED
By:	/s/ Shaoling Ji
Name:	Shaoling Ji (吉少玲)
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES A-3 SHAREHOLDERS:
FORTUNEVC SH HOLDING INC.
By:	/s/ Bing Xiao
Name:	Bing Xiao (肖冰)
Title:	Authorized Representative
FORTUNEVC XM HOLDING INC.
By:	/s/ Bing Xiao
Name:	Bing Xiao (肖冰)
Title:	Authorized Representative
XIAOBING HOLDING INC.
By:	/s/ Bing Xiao
Name:	Bing Xiao (肖冰)
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES A-3 SHAREHOLDERS:
CHENGBOHAN INC.
By:	/s/ Fu Cheng
Name:	Fu Cheng (程富)
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES B SHAREHOLDERS:
SAIF IV CONSUMER (BVI) LIMITED
By:	/s/ Andrew Y. Yan
Name:	Andrew Y. Yan
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES B SHAREHOLDERS
YOUZHEN INC.
By:	/s/ Guiying Song
Name:	Guiying Song (宋桂英)
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES C SHAREHOLDER:
NORTH HAVEN PRIVATE EQUITY ASIA HARBOR COMPANY LIMITED
By:	/s/ Ivan John Sutlic
Name:	Ivan John Sutlic
Title:	Director

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES C-1 SHAREHOLDER:
CP QK Singapore Pte Ltd.
By:	/s/ Lawrence Lim
Name:	Lawrence Lim
Title:	Authorized Signatory

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SERIES C-2 SHAREHOLDERS:
CP QK Singapore Pte Ltd.
By:	/s/ Lawrence Lim
Name:	Lawrence Lim
Title:	Authorized Representative

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Innovative Housing Solutions Pte. Ltd.
By:	/s/ Lawrence Lim
Name:	Lawrence Lim
Title:	Director

[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT]

EXHIBIT A

PARTIES

Part I     Series A Shareholders

Shareholders	Number of Series A Shares Subscribed		Class	% Post Closing (non-diluted)			Shares Post Closing (fully diluted)		% Post Closing (fully diluted)
YOUZHEN INC.		39,851,750	Series A-1 Shares		2.97	%		39,851,750		2.94	%
NEWSION ONE INC.		76,471,510	Series A-1 Shares		5.69	%		76,471,510		5.64	%
NEWSION TWO INC.		15,294,300	Series A-1 Shares		1.14	%		15,294,300		1.13	%
FORESIGHT (INTERNATIONAL) INVESTMENT (CONSULTING) CO., LIMITED		40,121,500	Series A-2 Shares		2.99	%		40,121,500		2.96	%
CHENGBOHAN INC.		20,952,610	Series A-3 Shares		1.56	%		20,952,610		1.54	%
FORTUNEVC SH HOLDING INC.		41,905,230	Series A-3 Shares		3.12	%		41,905,230		3.09	%
FORTUNEVC XM HOLDING INC.		17,809,720	Series A-3 Shares		1.33	%		17,809,720		1.31	%
XIAOBING HOLDING INC.		3,142,890	Series A-3 Shares		0.23	%		3,142,890		0.23	%
Total of Series A Shares		255,549,510	Series A Shares		19.03	%		255,549,510		18.83	%

Part II     Series B Shareholders

Shareholders	Number of Series B Shares Subscribed		Class	% Post Closing (non-diluted)			Shares Post Closing (fully diluted)		% Post Closing (fully diluted)
SAIF IV Consumer (BVI) Limited		120,000,000	Series B Shares		8.94	%		120,000,000		8.84	%
Youzhen Inc.		40,000,000	Series B Shares		2.98	%		40,000,000		2.95	%
Sub-total of Series B Shares		160,000,000	Series B Shares		11.91	%		160,000,000		11.79	%

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Part III     Series C Shareholder

Shareholder	Number of Series C Shares Subscribed		Class	% Post Closing (non-diluted)			Shares Post Closing (fully diluted)		% Post Closing (fully diluted)
North Haven Private Equity Asia Harbor Company Limited		120,000,000	Series C Shares		8.94	%		120,000,000		8.84	%
Sub-total of Series C Shares		120,000,000	Series C Shares		8.94	%		120,000,000		8.84	%

Part IV     Series C-1 Shareholder

Shareholder	Number of Series C-1 Shares Subscribed		Class	% Post Closing (non-diluted)			Shares Post Closing (fully diluted)		% Post Closing (fully diluted)
CP QK Singapore Pte Ltd.		103,500,000	Series C-1 Shares		7.71	%		103,500,000		7.63	%
Sub-total of Series C-1 Shares		103,500,000	Series C-1 Shares		7.71	%		103,500,000		7.63	%

Part V     Series C-2 Shareholders

Shareholder	Number of Series C-2 Shares Subscribed		Class	% Post Closing (non-diluted)			Shares Post Closing (fully diluted)		% Post Closing (fully diluted)
CP QK Singapore Pte Ltd.		176,869,198	Series C-2 Shares		13.17	%		176,869,198		13.03	%
Innovative Housing Solutions Pte. Ltd.		96,491,652	Series C-2 Shares		7.19	%		96,491,652		7.11	%
Sub-total of Series C-2 Shares		273,360,850	Series C-2 Shares		20.36	%		273,360,850		20.15	%

Part VI     Founder Party

Founder	Individual’s ID	Holding Company
JIN, Guangjie	[***]	BILL.COM INC

Mr. JIN Guangjie shall be referred to as the “Founder”, and the holding company above shall be referred to as the “Holding Company”.

ii

Part VII     Subsidiaries

1. QK365.COM.INC, a BVI Business Company incorporated under the BVI Laws (the “BVI Subsidiary”);

2. QK365.COM, INC., a corporation incorporated under the Laws of the State of Delaware (the “US Subsidiary”);

3. Qingke (China) Limited, a company limited by shares incorporated under the Hong Kong Laws (the “HK Subsidiary”);

4. Q&K Investment Consulting Co., Ltd. (上海青客投资咨询有限公司), a wholly foreign owned enterprise established under the Laws of the PRC (the “WFOE”);

5. Shanghai Qingke Electrics Commerce Co., Ltd. (上海青客电子商务有限公司), a limited liability company established under the PRC Laws (the “Domestic Company”);

6. Shanghai Qingke Chuangyi Industrial Supporting Property Management Co., Ltd. (上海青客创意产业配套物业管理有限公司), a limited liability company established under the PRC Laws (“Qingke Chuangyi”);

7. Suzhou Qingke Information Technology Co., Ltd. (苏州青客信息科技有限公司), a limited liability company established under the PRC Laws (“Suzhou Qingke”);

8. Shanghai Lingqing Property Management Co., Ltd. (上海凌青物业管理有限公司), a limited liability company established under the PRC Laws (“Lingqing Property”);

9. Shanghai Minqing Property Service Co., Ltd., a limited liability company established under the PRC Laws (上海闵青物业服务有限公司) (“Minqing Property”);

10. Shanghai Tangqing Property Management Co., Ltd., a limited liability company established under the PRC Laws (上海唐青物业管理有限公司) (“Tangqing Property”);

11. Shanghai Qingteng Investment Management Center LLP, a limited liability partnership established under the PRC Laws (上海青腾投资管理中心(有限合伙)) (“Qingteng Investment”);

12. Shanghai Qingke Public Rental Housing Leasehold Operation and Management Company Limited by Shares, a company limited by shares incorporated under the PRC Laws (上海青客公共租赁住房租赁经营管理股份有限公司) (“Qingke Public Rental”);

13. Shanghai Guqing Property Management Co., Ltd., a limited liability company established under the PRC Laws (上海谷青物业管理有限公司) (“Guqing Property”);

iii

14. Shanghai Qingke Equipment Rental Co., Ltd. (上海青客设备租赁有限公司), a limited liability company established under the PRC Laws (“Qingke Equipment Rental”);

15. Shanghai Baoshan Qingke Public Rental Leased Housing Operation and Management Co., Ltd. (上海宝山青客公共租赁用房运营管理有限公司), a limited liability company established under the PRC Laws (“Baoshan Public Rental”);

16. Jiaxing Qingke Public Rental Housing Leasehold Investment Management Company Limited by Share (嘉兴青客公共租赁住房投资管理股份有限公司), a limited liability company established under the PRC Laws (“Jiaxing Public Rental”);

17. Hangzhou Qingke Apartment Management Co., Ltd. (杭州青客公寓管理有限公司), a limited liability company established under the PRC Laws (“Hangzhou Qingke”);

18. Guangzhou Qingke Apartment Hotel Management Co., Ltd. (广州青客公寓酒店管理有限公司), a limited liability company established under the PRC Laws (“Guangzhou Qingke”);

19. Beijing Qingke Property Management Co., Ltd. (北京青客物业管理有限公司), a limited liability company established under the PRC Laws (“Beijing Qingke”);

20. Shanghai Qingke Trading Co., Ltd. (上海青客贸易有限公司), a limited liability company established under the PRC Laws (“Shanghai Qingke Trading”);

21. Tianjin Qingke Apartment Management Co., Ltd. (天津青客公寓管理有限公司) , a limited liability company established under the PRC Laws (“Tianjin Qingke”);

22. Chengdu Qingke Apartment Management Co., Ltd. (成都青客公寓管理有限公司) , a limited liability company established under the PRC Laws (“Chengdu Qingke”);

23. Nanjing Qingke Apartment Management Co., Ltd. (南京青客公寓管理有限公司) , a limited liability company established under the PRC Laws (“Nanjing Qingke”);

24. Hefei Qingke Property Management Co., Ltd. (合肥青客物业管理有限公司) , a limited liability company established under the PRC Laws (“Hefei Qingke”);

25. Xiamen Qingke Apartment Management Co., Ltd. (厦门青客公寓管理有限公司) , a limited liability company established under the PRC Laws (“Xiamen Qingke”);

26. Wuhan Qingke Apartment Hotel Management Co., Ltd. (武汉青客公寓酒店管理有限公司) , a limited liability company established under the PRC Laws (“Wuhan Qingke”);

27. Jiaxing Qingke Talent Apartment Construction and Development Co., Ltd. (嘉兴青客人才公寓建设开发有限公司) , a limited liability company established under the PRC Laws (“Jiaxing Qingke Talent Apartment”);

iv

28. Jiaxing Huicai Property Management Co., Ltd. (嘉兴汇才物业管理有限公司) , a limited liability company established under the PRC Laws (“Jiaxing Huicai”);

29. Shanghai Xiangsi Shiye Co., Ltd. (上海祥斯实业有限公司), a limited liability company established under the PRC Laws (“Shanghai Xiangsi”).

Part VIII    Notice Address

For the purpose of the notice provisions contained in this Agreement, the following are the initial addresses of each Party:

If to any Warrantor:

Attn:	金光杰
Address:	上海市徐汇区龙华中路596号A座1607室
Tel:	86-21-6417-9625
Fax:	86-21-6417-9303
Email:	bill@qk365.com
If to SAIF:
Attn:	Anita Chan
Address:	SAIF Advisors Limited 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong
Tel:	852-2918-2203
With a copy also to:
Attn:	Shi Feng
Address:	浙江省西湖区龙井路下茅家埠2号
Tel:	86-186-5718-8366
If to YOUZHEN:
Attn:	宋桂英
Address:	上海市徐汇区龙华路1887号303室
Tel:	86-21-5459-1838
If to NIUXIN:
Attn:	李悠扬
Address:	上海市古北新区翠钰南路18号54幢
Tel:	86-21-5441-1516
Fax:	86-21-5441-1078
Email:	lyy@newsionvc.com

v

If to HUIJIA:
Attn:	李峰
Address:	上海市嘉定区德富路1288号16楼
Tel:	86-21-5991-1066
Fax:	86-21-5953-2335
Email:	lifeng@jdsam.com
If to DACHEN:
Attn:	肖冰
Address:	上海市浦东新区浦东南路1088号1301室
Tel:	86-21-6888-0068
Fax:	86-21-6888-0068
Email:	xiaobing@fortunevc.com
With two copies also to:
Attn:	肖冰
Address:	厦门市槟郎路一号十一层
Tel:	86-592-512-0079
Fax:	86-592-512-0079
Email:	xiaobing@fortunevc.com
Attn:	肖冰
Address:	广东省深圳市福田区深南大道6008号特区报业大厦 23D
Tel:	86-755-8351-5108
Fax:	86-755-8351-5115
Email:	xiaobing@fortunevc.com

If to the Series C Shareholder:

North Haven Private Equity Asia Harbor Company Limited

Address: Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O.

Box 2547, Grand Cayman, KY1-1104, Cayman Islands

Facsimile: +1 345 943 7702

With a copy to:

Name: Mr. Ryan Law Wing Cheung

Email: Ryan.Law@morganstanley.com

If to the Series C-1 Shareholder and the Series C-2 Shareholders:

CP QK Singapore Pte Ltd.

Address: One Temasek Avenue, #20-01 Millenia Tower Singapore 039192

Tel: +65 6511 3088

Fax: +65 6223 5992

vi

and

Innovative Housing Solutions Pte. Ltd.

Address: 1 Temasek Ave, #20-01, Millenia Tower, Singapore 039192

Tel: +65 6511 3086

Fax: +65 6223 5992

With a copy to:

Name: Lawrence Lim

Email: llim@cgcm.com

vii

EXHIBIT B

DEFINITIONS

“Adjustment Shares”	has the meaning set forth in Series C SSA, the Series C-1 SSA and the Share Subscription Agreement respectively.
“Approved Sale”	means a Series C-2 Approved Sale, a Series C-1 Approved Sale, a Series C Approved Sale or a Series B Approved Sale, as the case may be.
“Auditor”	has the meaning set forth in the Restated Articles.
“Affiliate”	has the meaning set forth in the Share Subscription Agreement.
“Business Day”	has the meaning set forth in the Share Subscription Agreement.
“Business Plan”	means the annual/quarterly budget and the semi-annual operational/business plan of any Group Company prepared by the Company.
“Big-Four Accounting Firm”	has the meaning set forth in the Share Subscription Agreement.
“CFC”	has the meaning set forth in the Share Subscription Agreement.
“Class A Ordinary Share”	has the meaning set forth in the Share Subscription Agreement.
“Closing”	has the meaning set forth in the Share Subscription Agreement.
“Closing Date”	has the meaning set forth in the Share Subscription Agreement.
“Code”	has the meaning set forth in the Share Subscription Agreement.
“Competitor”	means any Person whose primary business is the leasing of apartments in the PRC.
“Constitutional Documents”	has the meaning set forth in the Share Subscription Agreement.
“Control”	has the meaning set forth in the Share Subscription Agreement.

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“Drag-Along Shareholder”	means (in the case of a Series C-2 Approved Sale) the Series C-2 Drag-Along Shareholders, (in the case of a Series C-1 Approved Sale) the Series C-1 Drag-Along Shareholder, (in the case of a Series C Approved Sale) the Series C Drag-Along Shareholder or (in the case of a Series B Approved Sale) the Series B Drag-Along Shareholders.
“Dragged Shareholders”	means (in the case of a Series C-2 Approved Sale) all Shareholders other than the Series C-2 Drag-Along Shareholders, (in the case of a Series C-1 Approved Sale) all Shareholders other than the Series C-1 Drag-Along Shareholder, (in the case of a Series C Approved Sale) all Shareholders other than the Series C Drag-Along Shareholder or (in the case of a Series B Approved Sale) all Shareholders other than the Series B Drag-Along Shareholders.
“Equity Securities”	has the meaning set forth in the Share Subscription Agreement.
“ESOP”	means a share incentive plan or other similar arrangements of the Company to be approved by the Board pursuant to Section 4 hereof.
“Governmental Authority”	has the meaning set forth in the Share Subscription Agreement.
“Group Company”	has the meaning set forth in the Share Subscription Agreement.
“Hong Kong”	has the meaning set forth in the Share Subscription Agreement.
“Interested Party”	has the meaning set forth in the Share Subscription Agreement.
“Key Employee(s)”	has the meaning set forth in the Share Subscription Agreement.
“Law”	has the meaning set forth in the Share Subscription Agreement.

ix

“New Shares”	means any Preferred Shares, Ordinary Shares or other Equity Securities of the Company, whether now authorized or not, and rights, options or warrants to purchase any Equity Securities of the Company of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other Equity Securities of the Company, except for: (i) Ordinary Shares, or any option to acquire any Ordinary Shares issued to employees, officers, consultants or directors of the Company pursuant to the ESOP, which shall not exceed 5% of the issued share capital of the Company on a fully diluted and as-converted basis as at the Closing and as approved by the Board (including the affirmative votes of the Series C-1 Director, Series C Director, both Series B Directors and two Series A Directors); (ii) Ordinary Shares issued upon conversion of the Preferred Shares; (iii) Equity Securities of the Company issued in connection with any share split, share dividend, combination, recapitalization or reorganization or similar transaction of the Company that does not change the relative shareholding percentage of the Shareholders and as approved by the Board (including the affirmative votes of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors); (iv) Equity Securities of the Company issued in the QIPO of the Company; (v) Equity Securities of the Company issued upon the exercise or conversion of any convertible securities issued prior to the Closing Date; and (vi) any Adjustment Shares as may be issued to the Series C Shareholder pursuant to the Series C SSA, to the Series C-1 Shareholder pursuant to the Series C-1 SSA and to the Series C-2 Shareholders pursuant to the Share Subscription Agreement.
“Ordinary Majority”	means the Ordinary Shareholder(s) holding at least 50% of the issued and outstanding Ordinary Shares.
“Ordinary Shares”	has the meaning set forth in the Share Subscription Agreement.
“Ordinary Shareholder”	means any direct or indirect holder of the issued and outstanding Ordinary Shares.
“Person”	has the meaning set forth in the Share Subscription Agreement.
“PFIC”	has the meaning set forth in the Share Subscription Agreement.
“PRC”	has the meaning set forth in the Share Subscription Agreement.
“PRC GAAP”	means generally accepted accounting principles in the PRC, as amended from time to time.

x

“Preferred Directors”	means, collectively, the Series A Directors, the Series B Directors, the Series C Director and the Series C-1 Director, and a “Preferred Director” refers to any of the Preferred Directors.
“Preferred Shareholders”	means, collectively, the Series C-2 Shareholders, the Series C-1 Shareholder, the Series C Shareholder, the Series B Shareholders and the Series A Shareholders, and a “Preferred Shareholder” refers to any of the Preferred Shareholders.
“Preferred Shares”	means, the preferred shares of par value of US$0.00001 each in the authorised share capital of the Company including without limitation, the Series C-2 Shares, the Series C-1 Shares, the Series C Shares, the Series B Shares and Series A Shares or any of the foregoing shares as the context may require.
“Previous Financing Documents”	means, collectively, Series C-1 SSA, Series C SSA and Prior Shareholders Agreement.
“Prior Shareholders Agreement”	means, the Second Amended and Restated Shareholders Agreement dated March 22, 2018 by and among the Company, the Series C-1 Shareholder, the Founder Parties, the Subsidiaries and other parties thereto.
“Proprietary Asset”	has the meaning set forth in the Share Subscription Agreement.
“Put Notice”	means (in the case of the Series C-2 Put Option) the Series C-2 Put Notice, (in the case of the Series C-1 Put Option) the Series C-1 Put Notice, or (in the case of the Series C Put Option) the Series C Put Notice.
“Put Option”	means (with respect to the Series C-2 Shareholders) the Series C-2 Put Option, (with respect to the Series C-1 Shareholder) the Series C-1 Put Option, or (with respect to the Series C Shareholder) the Series C Put Option.
“Put Option Price”	means (in the case of the Series C-2 Put Option) the Series C-2 Put Option Price, (in the case of the Series C-1 Put Option) the Series C-1 Put Option Price, or (in the case of the Series C Put Option) the Series C Put Option Price.
“QIPO”	has the meaning set forth in the Share Subscription Agreement.
“Restated Articles”	has the meaning set forth in the Share Subscription Agreement.

xi

“RMB”	has the meaning set forth in the Share Subscription Agreement.
“SAIF”	means SAIF IV Consumer (BVI) Limited.
“Series A Majority”	means the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A Shares.
“Series A-1 Majority”	means the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A-1 Shares.
“Series A-2 Majority”	means the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A-2 Shares.
“Series A-3 Majority”	means the Series A Shareholder(s) holding at least 50% of the issued and outstanding Series A-3 Shares.
“Series A Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series A-1 Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series A-2 Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series A-3 Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series B Majority”	means the Series B Shareholder(s) holding at least 50% of the issued and outstanding Series B Shares.
“Series B Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series B SSA”	means the Series B Preferred Share Purchase Agreement dated April 21, 2015 by and among the Warrantors (as applicable), SAIF IV Hong Kong (China Investments) Limited (currently substituted by SAIF IV Consumer (BVI) Limited), Youzhen Inc. and other parties thereto.
“Series C Majority”	means the Series C Shareholder(s) holding at least 50% of the issued and outstanding Series C Shares.
“Series C Put Option Price”	means, with respect to each Series C Share, the price per Series C Share that would yield a Total Internal Rate of Return of 15% to a Series C Shareholder on the purchase price paid by the Series C Shareholder for such Series C Share.
“Series C Redemption Price”	has the meaning set forth in the Restated Articles.

xii

“Series C Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series C Shares Issue Date”	means the date on which the Series C Shares are first issued by the Company pursuant to the Series C SSA.
“Series C SSA”	means the Series C Preferred Share Subscription Agreement dated July 26, 2017 by and among the Company, the Series C Shareholder, the Founder Parties and the Subsidiaries.
“Series C-1 Majority”	means the Series C-1 Shareholder(s) holding at least 50% of the issued and outstanding Series C-1 Shares.
“Series C-1 Put Option Price”	means, with respect to each Series C-1 Share, the price per Series C-1 Share that would yield a compounded annualized return of fifteen percent (15%) to a Series C-1 Shareholder on the purchase price paid by the Series C-1 Shareholder for such Series C-1 Share.
“Series C-1 Redemption Price”	has the meaning set forth in the Restated Articles.
“Series C-1 Shares”	has the meaning set forth in the Share Subscription Agreement.
“Series C-1 SSA”	means the Series C-1 Preferred Share Subscription Agreement dated March 16, 2018 by and among the Company, the Series C-1 Shareholder, the Founder Parties and the Subsidiaries.
“Series C-2 Majority”	means the Series C-2 Shareholder(s) holding at least 50% of the issued and outstanding Series C-2 Shares.
“Series C-2 Put Option Price”	means, with respect to each Series C-2 Share, the price per Series C-2 Share that would yield a compounded annualized return of fifteen percent (15%) to a Series C-2 Shareholder on the purchase price paid by the Series C-2 Shareholder for such Series C-2 Share.
“Series C-2 Redemption Price”	has the meaning set forth in the Restated Articles.
“Series C-2 Shares”	has the meaning set forth in the Share Subscription Agreement.
“Shareholders”	means the holders of the Shares.
“Shares”	means the Ordinary Shares and the Preferred Shares.

xiii

“Statute”	means the Companies Law (2016 Revision) of the Cayman Islands and every statutory modification or re-enactment thereof for the time being in force.
“Tax”	has the meaning set forth in the Share Subscription Agreement.
“Total Internal Rate of Return”	means, in respect of a Series C Share, the annual rate based on a 365-day period used to discount each cash flow in respect of such Series C Share (such cash flow to include subscription or purchase consideration, cash dividends and distributions received, and cash received from sale or redemption of shares) to the date of payment in full of the Series C Put Option Price such that the present value of the aggregate cash flow equals zero.
“Transaction Documents”	has the meaning set forth in the Share Subscription Agreement.
“U.S.”	means the United States of America.
“US$”	has the meaning set forth in the Share Subscription Agreement.
“US GAAP”	means generally accepted accounting principles of the U.S., as amended from time to time.
“Warrantors”	has the meaning set forth in the Share Subscription Agreement.
“Youzhen”	means Youzhen Inc.

In addition, the following terms shall have the meanings defined for such terms in the Sections or Exhibits set forth below:

“Agreement”	Preamble
“Appraiser”	Section 5.1 of Exhibit D
“Approved Sale Date”	Section 5.6
“Baoshan Public Rental”	Part VII of Exhibit A
“Beijing Qingke”	Part VII of Exhibit A
“Beijing Qingke Investment”	Part VII of Exhibit A
“Board”	Section 2.1(a)
“BVI Subsidiary”	Part VII of Exhibit A
“Chengdu Qingke”	Part VII of Exhibit A
“Company”	Preamble
“Confidential Information”	Section 9.10(a)
“Direct US Investor”	Section 7.3(c)
“Disclosing Party”	Section 9.10(d)

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“Domestic Company”	Part VII of Exhibit A
“Drag-Along Notice”	Section 5.6
“FATCA Provisions”	Section 2.3(b)(ii)
“Founder”	Part VI of Exhibit A
“Founder Party” or “Founder Parties”	Preamble
“Government Official”	Section 7.4(a)
“Guangzhou Qingke”	Part VII of Exhibit A
“Guqing Property”	Part VII of Exhibit A
“Hangzhou Qingke”	Part VII of Exhibit A
“Hefei Qingke”	Part VII of Exhibit A
“HKIAC”	Section 9.2
“HK Subsidiary”	Part VII of Exhibit A
“Holding Company” or “Holding Companies”	Part VI of Exhibit A
“Indirect US Investor”	Section 7.3(c)
“Inspector” or “Inspectors”	Section 4.1(k) of Exhibit E
“Issuance Notice”	Section 1.2(a) of Exhibit D
“Issuance Shares”	Section 1.1 of Exhibit D
“Jiaxing Huicai”	Part VII of Exhibit A
“Jiaxing Public Rental”	Part VII of Exhibit A
“Jiaxing Qingke Talent Apartment”	Part VII of Exhibit A
“Lingqing Property”	Part VII of Exhibit A
“Money Laundering Laws”	Section 7.4(f)
“Minqing Property”	Part VII of Exhibit A
“Nanjing Qingke”	Part VII of Exhibit A
“Non-Disclosing Party” or “Non-Disclosing Parties”	Section 9.10(d)
“OFAC”	Section 7.4(e)(iii)
“Operation Company” or “Operation Companies”	Section 2.2(c)
“Over-Allotment Issuance Shares”	Section 1.2(c) of Exhibit D
“Over-Allotment Transfer Shares”	Section 1.2(c) of Exhibit D
“Party” or “Parties”	Preamble
“PFIC Shareholder”	Section 7.3(c)
“PO Shareholder”	Section 6.5
“Potential Purchaser”	Section 5.1
“Potential Subscriber”	Section 1.1 of Exhibit D
“Potential Transferee”	Section 2.1 of Exhibit D
“Prohibited Person”	Section 7.4(e)(iv)
“PR Holder”	Section 3.2(a)
“Preemptive Right”	Section 1.1 of Exhibit D
“Preferred Right of First Offer”	Section 3.1 of Exhibit D

xv

“Preferred Right of First Refusal”	Section 2.1 of Exhibit D
“Preferred ROFR Holder”	Section 3.2(b)
“Purchasing PR Holder”	Section 1.2(c) of Exhibit D
“Purchasing ROFR Holder”	Section 2.2(c) of Exhibit D
“Qingke Chuangyi”	Part VII of Exhibit A
“Qingke Equipment Rental”	Part VII of Exhibit A
“Qingke Public Rental”	Part VII of Exhibit A
“Qingteng Investment”	Part VII of Exhibit A
“Records”	Section 4.1(k) of Exhibit E
“Relevant Person” or “Relevant Persons”	Section 7.4(a)
“Right of Co-Sale”	Section 4.1 of Exhibit D
“ROCS Holder”	Section 3.2(d)
“ROFO Acceptance Notice”	Section 3.2(c) of Exhibit D
“ROFO Acceptance Period”	Section 3.2(c) of Exhibit D
“ROFO Exercise Notice”	Section 3.2(b) of Exhibit D
“ROFO Exercise Period”	Section 3.2(b) of Exhibit D
“Sanction”	Section 7.4(e)(iii)
“Series A Director” or “Series A Directors”	Section 2.1(a)(vi)
“Series A Shareholder” or “Series A Shareholders”	Preamble
“Series B Approved Sale”	Section 5.4
“Series B Directors”	Section 2.1(a)(i)
“Series B Drag-Along Shareholders”	Section 5.4
“Series B Dragged Shareholder”	Section 5.4
“Series B Shareholder” or “Series B Shareholders”	Preamble
“Series C Approved Sale”	Section 5.3
“Series C Director”	Section 2.1(a)(ii)
“Series C Drag-Along Shareholder”	Section 5.3
“Series C Dragged Shareholders”	Section 5.3
“Series C Put Notice”	Section 6.3
“Series C Put Option”	Section 6.3
“Series C Shareholder”	Preamble
“Series C Transfer Notice”	Section 3.2(a) of Exhibit D
“Series C Transfer Shares”	Section 3.1 of Exhibit D
“Series C Transferor “	Section 3.1 of Exhibit D
“Series C-1 Approved Sale”	Section 5.2
“Series C-1 Director”	Section 2.1(a)(i)
“Series C-1 Drag-Along Shareholder”	Section 5.2
“Series C-1 Dragged Shareholders”	Section 5.2
“Series C-1 Put Notice”	Section 6.2

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“Series C-1 Put Option”	Section 6.2
“Series C-1 Shareholder”	Preamble
“Series C-2 Approved Sale”	Section 5.1
“Series C-2 Drag-Along Shareholders”	Section 5.1
“Series C-2 Dragged Shareholders”	Section 5.1
“Series C-2 Put Notice”	Section 6.1
“Series C-2 Put Option”	Section 6.1
“Series C-2 Shareholders”	Preamble
“Shanghai Xiangsi”	Part VII of Exhibit A
“Share Subscription Agreement”	Recitals
“Subsidiary” or “Subsidiaries”	Preamble
“Subsidiary Board”	Section 2.1(c)
“Suzhou Qingke”	Part VII of Exhibit A
“Tag Shares”	Section 4.2(a) of Exhibit D
“Tangqing Property”	Part VII of Exhibit A
“Third Party Purchaser”	Section 3.2(d) of Exhibit D
“Tianjin Qingke”	Part VII of Exhibit A
“Transfer Shares”	Section 2.1 of Exhibit D
“Transfer Notice”	Section 2.2(a) of Exhibit D
“Transferor”	Section 2.1 of Exhibit D
“US Subsidiary”	Part VII of Exhibit A
“Violation”	Section 5.1(a) of Exhibit E
“WFOE”	Part VII of Exhibit A
“Wuhan Qingke”	Part VII of Exhibit A
“Xiamen Qingke”	Part VII of Exhibit A

***

xvii

EXHIBIT C

PROTECTIVE PROVISIONS

Part I. Acts of the Group Companies Requiring the Approval of the Preferred Shareholders

(A) Acts of the Group Companies requiring the Series C-2 Majority’s, the Series C-1 Majority’s, the Series C Majority’s, the Series B Majority’s and the Series A Majority’s approvals

1. any amendment or waiver of any provision of the Restated Articles or Constitutional Documents of any Group Company;

2. any amendment or change of the rights, preferences, privileges or powers of, or the restrictions on any shareholder of any Group Company;

3. any recapitalization or reclassification of any outstanding shares into shares having preference or priority as to dividends or assets distribution senior to or on a parity with the preference or priority of any of the Preferred Shares;

4. any increase, reduction or cancellation of the authorized or issued share capital of any Group Company or issue, purchase or redeem any shares or grant any, convertible securities, options or warrants over any portion of the share capital of any Group Company, or any other act which may result in new issuance of Equity Securities of any Group Company, have any effect on the rights of the Preferred Shareholders, or have effect of any direct or indirect dilution of the shareholding of the Preferred Shareholders in the Company, except for (i) the repurchase of options upon the termination of any employee’s employment pursuant to the ESOP; (ii) the grant of options or warrants therefor issued to employees, officers or directors of the Group Companies pursuant to the ESOP; (iii) any issue of Adjustment Shares pursuant to the Series C SSA, the Series C-1 SSA and the Share Subscription Agreement; (iv) the issue of any Class A Ordinary Shares upon conversion of any Preferred Shares in accordance with the Restated Articles; or (v) the redemption of any Preferred Shares in accordance with the Restated Articles;

5. any merger, amalgamation, consolidation or trade sale of any Group Company, other than an Approved Sale;

6. any consent to any proceeding seeking liquidation, winding up, dissolution, reorganization, or arrangement of any Group Company under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors except for those contemplated in the Transaction Documents; and

7. any agreement, whether in writing or otherwise, to do or any action that may result in any of the foregoing.

xviii

(B) Acts of the Group Companies requiring approval of holders of at least 85% of the Preferred Shares (on an as-converted basis)

1. any disposition, dilution or Transfer of the direct or indirect interests of the Company in any other Group Company;

2. any change in the authorized size of the board of directors, the board of supervisors and any committee of the board of directors of any Group Company, or any change in the manner of election and term of office of any director, supervisor or committee member thereof; and

3. any agreement, whether in writing or otherwise, to do any action that may result in any of the foregoing.

Part II. Acts of the Group Companies Requiring Approval of the Preferred Directors

(A) Acts of the Group Companies requiring the Series C-1 Director’s, the Series C Director’s, both Series B Directors’ and Two Series A Directors’ Approvals

1. any change, cessation to conduct or cessation to carry on, the business of any Group Company substantially as it is currently conducted or, in the case of a Subsidiary, substantially as it is conducted at the time it became a Subsidiary of the Company, or any change of any Group Company’s name or brand unless the relevant transactions are otherwise specifically listed in the Business Plan which is approved in accordance with the Restated Articles;

2. any initial public offering and any action related to an initial public offering (including any action in preparation for a public offering such as the appointment of (and any changes to) an investment bank or a financial advisor, the choice of stock exchange, the market capitalization of the Company and any other terms and conditions related thereto;

3. any approval of or amendment to the approved treasury or accounting policies, principles, standards or any change in terms of the fiscal year of any Group Company;

4. any appointment or change of the Auditor or other auditors of any Group Company;

5. any declaration, set aside or payment of dividend or other distribution in any kind (including profits distribution) by any Group Company, or capitalization of the reserves of any Group Company and the adoption of, and any changes to, the dividend policy of any Group Company;

6. any transaction between any Group Company and any Interested Party of a Group Company (for the avoidance of doubt, excluding any transactions between the Company and any other Group Companies wholly owned by the Company or between such other Group Companies or any transaction incurred in the ordinary course of such Group Company’s business which is consistent with its past practice);

7. any sale, transfer, license, pledge, or otherwise disposal of any major business or major assets exceeding, individually or in aggregate, 10% of the Company’s total assets as at the end of the latest financial year or any control interests thereof, or, any transfer or license of major technology to any third party, in each case which is not necessary for the operation of the business of the Group Companies and may result in a material adverse effect on the interests of the Preferred Shareholders;

xix

8. any change, amendment, waiver to or termination of any Control Documents; and

9. any agreement, whether in writing or otherwise, to do or any action that may result in any of the foregoing.

(B) Acts of the Group Companies requiring the approval of six (6) Preferred Directors

1. any approval of or amendment to the Business Plan, final settlement (年度决算), financial statements, medium and long term development plan and annual/quarterly investment plan, financing plan of any Group Company;

2. other than the transactions as set forth in Part II.(A).7, any sale, transfer, license, pledge, or otherwise disposal of any major business, major assets exceeding, individually or in aggregate, 5% of the Company’s total assets as at the end of the latest financial year or any control interests thereof, and/or the goodwill or the Proprietary Asset (including without limitation, the exclusive licensing of any Proprietary Asset) of any Group Company unless the relevant transactions (including without limitation the respective counterparty, the subject, the consideration and other key information) are otherwise specifically listed in the Business Plan which is approved in accordance with the Restated Articles;

3. any acquisition of any stock, share or other Equity Securities of any Person other than the Group Companies, or any development or establishment of brands other than those owned by the Group Companies as of the date hereof unless the relevant transactions (including without limitation the respective counterparty, the subject, the consideration and other key information) are otherwise specifically listed in the Business Plan which is approved in accordance with the Restated Articles;

4. any purchase or lease of real property exceeding, individually or in aggregate, 5% of the Company’s total assets as at the end of the latest financial year;

5. the establishment of any subsidiary, joint venture, partnership, branches or affiliates, or change of the current structure of the Group Companies unless otherwise contemplated in the Transaction Documents or the relevant acts are otherwise specifically listed in the Business Plan which is approved in accordance with the Restated Articles;

6. any purchase of vehicles (except for any purchase in the ordinary course of business) or real estate for any Group Companies unless the relevant transactions (including without limitation the respective counterparty, the subject, the consideration and other key information) are otherwise specifically listed in the Business Plan which is approved in accordance with the Restated Articles;

7. any borrowing by any Group Company from any third party or provision of guarantees or indemnities provided by any Group Company with a value exceeding US$5,000,000 (or equivalent amount of RMB), or lending to any third party or provision of guarantee for or indemnities to any third party unless the relevant borrowing, lending, guaranty or indemnity (including without limitation the respective counterparty and other key information) is otherwise specifically listed in the Business Plan which is approved in accordance with the Restated Articles;

xx

8. any material expenditure incurred outside the Business Plan of any Group Company which is approved in accordance with the Restated Articles;

9. any total expenditure incurred in any quarter (including any expenditure for the purchase of any tangible or intangible assets or any investment to any Person not within the wholly-owned Group Companies) in excess of US$1,500,000 (or equivalent amount of RMB) unless the specific amount of expenditure is otherwise listed in the Business Plan which is approved in accordance with the Restated Articles;

10. any investment by any Group Company in securities, future goods, financial derivatives or any other financial products, unless expressly illustrated in the Business Plan which is approved in accordance with the Restated Articles;

11. any technology transfers or licenses to any third parties (other than any technology transfers or licenses necessary for the operation of the business of the Group Companies, any technology transfers or licenses to an Interested Party of a Group Company and any technology transfers or licenses as set forth in Part II.(A).7);

12. the appointment and removal of the Key Employees and other key officers at or above comparable position to the Key Employees of any Group Company, and any approval of the remuneration and other employment terms of foregoing persons;

13. any increase in compensation of the Key Employees and other key officers at or above comparable position to the Key Employees of any Group Company by more than 15% in any twelve-month period;

14. any creation, adoption, execution or amendment of the ESOP or any other incentive plan of any Group Company, or any change of the number of Shares reserved under the ESOP or such other incentive plan;

15. any action to create, allow to arise or issue any debenture constituting a pledge, lien, charge or security interest on the major assets of any Group Company, or any action to cause any Group Company to bear or undertake an unlimited Liability or Liability in excess of US$300,000 (or an equivalent amount thereof in another currency);

16. any initiation or settlement of any material litigation, arbitration or other disputes of any Group Companies; and

17. any agreement, whether in writing or otherwise, to do or any action that may result in any of the foregoing.

A series of related transactions shall be construed as a single transaction, and any amounts involved in the related transactions shall be aggregated, to determine whether a matter is subject to this Exhibit C.

xxi

EXHIBIT D

TERMS OF THE PREEMPTIVE RIGHTS, RIGHT OF FIRST REFUSAL

AND RIGHT OF CO-SALE

All reference in this Exhibit to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Exhibit, unless explicitly stated otherwise.

1. PREEMPTIVE RIGHT

1.1 Preemptive Right. Subject to Section 2.2 of this Agreement and other than in a QIPO, each PR Holder shall have a right (the “Preemptive Right”) (but not an obligation) to purchase all or part of its pro rata share, based on its percentage of the issued and outstanding Ordinary Shares, calculated on an as-converted basis, of any New Shares (the “Issuance Shares”) that the Company may, from time to time after the Closing, propose to issue to any potential purchaser (the “Potential Subscriber”) as set forth in this Section 1.

1.2 Procedure.

(a)    Issuance Notice. If the Company proposes to issue any New Shares, it shall give each PR Holder a written notice (an “Issuance Notice”) of such intention, describing (i) type and number of the New Shares to be issued, (ii) identity of the Potential Subscriber, (iii) price and other material terms and conditions upon which the Company proposes to issue such Issuance Shares and (iv) a valuation report issued by an Appraiser in respect of any non-cash consideration pursuant to Section 5.1 (if applicable).

(b)    Exercise. Each PR Holder shall have fifteen (15) days after the receipt of the Issuance Notice to irrevocably elect to purchase all or a portion of its initial pro rata share of the Issuance Shares on the same price and terms and conditions as indicated on the Issuance Notice by notifying the Company in writing of the number of Issuance Shares to be purchased. For the purposes of the Preemptive Right, each PR Holder’s “initial pro rata share” shall be determined according to the aggregate number of all Shares held by such PR Holder on the date of the Issuance Notice in relation to the aggregate number of all Shares then issued and outstanding on such date (calculated on an as-converted basis).

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(c)    Over-Allotment. If any PR Holder fails to elect to purchase all of its initial pro rata share of the Issuance Shares, then such unpurchased Issuance Shares (“Over-Allotment Issuance Shares”) shall be made available to each PR Holder who has elected to purchase all of its initial pro rata share of the Issuance Shares for over-allotment (the “Purchasing PR Holder”). The Company shall deliver an over-allotment notice to each Purchasing PR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Purchasing PR Holder shall have five (5) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares on the same price and terms and conditions as indicated on the Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Purchasing PR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among Purchasing PR Holders by allocating to each Purchasing PR Holder the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to it, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated among the Purchasing PR Holders. Each Purchasing PR Holder who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a Purchasing PR Holder will receive in each allocation step, such Purchasing PR Holder’s “over-allotment pro rata share” shall be determined according to the aggregate number of all Shares held by such Purchasing PR Holder on the date of the Issuance Notice in relation to the aggregate number of all Shares held by all Purchasing PR Holders who participate in such allocation step on such date (calculated on an as-converted basis).

(d)    Closing. If any PR Holder elects to purchase Issuance Shares, then payment for the Issuance Shares to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against delivery of such Issuance Shares to be purchased, at a place and time agreed to by the Company and the PR Holder that have elected to purchase a majority of the Issuance Shares; provided that the scheduled time for closing shall not be later than thirty (30) days, and not earlier than ten (10) Business Days, following the expiration of the last period during which any PR Holder may elect to purchase any Issuance Share (including Over-Allotment Issuance Share).

1.3 Permitted Issuance to Potential Subscriber. For a period of sixty (60) days following the expiration of the last period during which any PR Holder may elect to purchase any Issuance Share (including Over-Allotment Issuance Share), the Company may issue any Issuance Shares with respect to which the PR Holder’ Preemptive Rights were not exercised, to the Potential Subscriber identified in the Issuance Notice and at a price and upon terms not more favorable than those specified in the Issuance Notice. In the event the Company has not issued such Issuance Shares (including Over-Allotment Issuance Shares) within such sixty (60) day period, the Company shall not thereafter issue any New Shares, without first again complying with the terms of this Section 1.

1.4 Adherence to this Agreement. The Company shall cause each Potential Subscriber to execute and deliver a deed of adherence substantially in form set forth in Exhibit F prior to the issue of any Issuance Share (including an Over-Allotment Issuance Share) to such Potential Subscriber.

2. PREFERRED RIGHT OF FIRST REFUSAL

2.1 Preferred Right of First Refusal. Each Preferred ROFR Holder shall have a right of first refusal (the “Preferred Right of First Refusal”) (but not an obligation) to purchase certain portion of the Shares owned by any Founder Party or Ordinary Shares owned by any Ordinary Shareholder (the “Transfer Shares”) that the Founder Party or such Ordinary Shareholder (a “Transferor”) may propose to transfer, directly or indirectly, in whole or in part, to any bona fide potential transferee (the “Potential Transferee”) as set forth in this Section 2.

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2.2 Procedure.

(a)    Transfer Notice. If any Transferor proposes to transfer any Transfer Shares to any Potential Transferee, then the Transferor shall give the Company and each Preferred ROFR Holder a written notice (the “Transfer Notice”) of such intention, describing (i) type and number of the Transfer Shares to be transferred, (ii) identity of the Potential Transferee, (iii) price and other material terms and conditions upon which the Transferor proposes to transfer such Transfer Shares, and (iv) a valuation report issued by an Appraiser in respect of any non-cash consideration pursuant to Section 5.1 (if applicable). The Transfer Notice shall certify that the Transferor has received a definitive offer from the Potential Transferee on the terms set forth in the Transfer Notice.

(b)    Exercise. Each Preferred ROFR Holder shall have fifteen (15) days after the receipt of the Transfer Notice to irrevocably elect to purchase all or portion of its initial pro rata share of the Transfer Shares at the same price terms and conditions and subject to the same material terms and conditions as described in the Transfer Notice by notifying the Transferor and the Company in writing of the number of Transfer Shares to be purchased. For the purposes of the Preferred Right of First Refusal, each Preferred ROFR Holder’s “initial pro rata share” shall be determined according to the aggregate number of all Shares held by such Preferred ROFR Holder on the date of the Transfer Notice in relation to the aggregate number of all Shares held by all Preferred ROFR Holders on such date (calculated on an as-converted basis).

(c)    Over-Allotment. If any Preferred ROFR Holder fails to elect to purchase all of its initial pro rata share of the Transfer Shares, then such unpurchased Transfer Shares (the “Over-Allotment Transfer Shares”) shall be made available to each Preferred ROFR Holder who has elected to purchase all of its initial pro rata share of the Transfer Shares for over-allotment (the “Purchasing ROFR Holder”). Upon the earlier of (i) the expiration of the 15-day exercise period as provided under Section 2.2(b) above, or (ii) the time when the Transferor has received the written notice of each Preferred ROFR Holder in respect of its exercise of the Preferred Right of First Refusal, the Transferor shall deliver an over-allotment notice to the Company and each Purchasing ROFR Holder to inform them of the aggregate number of Over-Allotment Transfer Shares that are available for over-allotment. Each Purchasing ROFR Holder shall have five (5) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Transfer Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice by notifying the Transferor and the Company in writing of the number of Over-Allotment Transfer Shares to be purchased. If the aggregate number of the Over-Allotment Transfer Shares elected to be purchased by all Purchasing ROFR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Transfer Shares that are available for over-allotment, then the number of the Over-Allotment Transfer Shares shall be allocated among Purchasing ROFR Holders by allocating to each Purchasing ROFR Holder the lesser of (A) the number of Over-Allotment Transfer Shares it elects to purchase, and (B) its over-allotment pro rata share of the Over-Allotment Transfer Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Transfer Shares are allocated among the Purchasing ROFR Holders. Each Purchasing ROFR Holder who has been allocated all the Over-Allotment Transfer Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Transfer Shares that a Purchasing ROFR Holder will receive in each allocation step, such Purchasing ROFR Holder’s “over-allotment pro rata share” shall be determined according to the aggregate number of all Shares held by such Purchasing ROFR Holder on the date of the Transfer Notice in relation to the aggregate number of all Shares held by all Purchasing ROFR Holders who participate in such allocation step on such date (calculated on an as-converted basis).

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(d)    Closing. If any Preferred ROFR Holder elects to purchase the Transfer Shares, then the payment for the Transfer Shares to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against delivery of such Transfer Shares to be purchased, at a place and time agreed by the Transferor and the Purchasing ROFR Holder that have elected to purchase a majority of the Transfer Shares, provided that the scheduled time for closing shall not be later than thirty (30) days, and not earlier than ten (10) Business Days, following the expiration of the last period during which any Preferred ROFR Holder may elect to purchase any Transfer Share (including Over-Allotment Transfer Share).

2.3 Permitted Transfer to the Potential Transferee.    For a period of sixty (60) days following the expiration of the last period during which any Preferred ROFR Holder may elect to purchase any Transfer Share (including Over-Allotment Transfer Share), subject to the ROCS Holders’ Right of Co-Sale under Section 4, the Transferor may sell any remaining Transfer Shares with respect to which the Preferred ROFR Holders’ Preferred Right of First Refusal was not exercised, to the Potential Transferee identified in the Transfer Notice and at a price and upon terms not more favorable than these specified in the Transfer Notice. In the event that the Transferor has not sold such Transfer Shares within such sixty (60) day period, the Transferor shall not thereafter sell any Shares, without first again complying with Sections 2 and 4 of this Exhibit D.

3. PREFERRED RIGHT OF FIRST OFFER

3.1    Preferred Right of First Offer. The Founder shall have a right of first offer (the “Preferred Right of First Offer”) (but not an obligation) to purchase the Shares owned by any Series C Shareholder (the “Series C Transfer Shares”) that a Series C Shareholder (a “Series C Transferor”) may propose to transfer, directly or indirectly, in whole or in part, to a third party as set forth in this Section 3, provided that the Preferred Right of First Offer shall not apply to any Shares proposed to be transferred by a Series C Transferor to management of the Company pursuant to Section 4 of the Series C SSA or to any of its Affiliates.

3.2    Procedure.

(a)    Transfer Notice. If a Series C Transferor proposes to transfer any Series C Transfer Shares to a third party, then the Series C Transferor shall give the Company and the Founder a written notice (the “Series C Transfer Notice”) of such intention, describing (i) the name of the Series C Transferor, and (ii) the number of Series C Transfer Shares to be transferred.

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(b)    Exercise. The Founder shall have fifteen (15) days after the receipt of the Transfer Notice (the “ROFO Exercise Period”) to exercise its right to, by delivering a written notice (the “ROFO Exercise Notice”) to the Series C Transferor, irrevocably elect to purchase, or nominate another Founder Party to purchase, all, but not less than all, of the Series C Transfer Shares. The ROFO Exercise Notice shall set forth the purchase price and the other terms and conditions upon which the Founder is prepared to purchase all of the Series C Transfer Shares. The failure of the Founder to give a ROFO Exercise Notice within the ROFO Exercise Period shall be deemed to be a waiver of the Founder’s Preferred Right of First Offer.

(c)    Acceptance Notice. The Series C Transferor shall have thirty (30) days after receipt of the ROFO Exercise Notice (the “ROFO Acceptance Period”) to accept the offer in the ROFO Exercise Notice by delivering a written notice (the “ROFO Acceptance Notice”) to the Founder. A ROFO Acceptance Notice shall be irrevocable and shall constitute a binding agreement by the Series C Transferor to sell the Series C Transfer Shares in full to the Founder or another Founder Party nominated by the Founder in accordance with the terms and conditions in the ROFO Exercise Notice. The failure of the Series C Transferor to give an ROFO Acceptance Notice within the ROFO Acceptance Period shall be deemed to be non-acceptance of the offer in the ROFO Exercise Notice.

(d)    Sale to a Third Party Purchaser. If the Series C Transferor does not accept, or is deemed not to accept, the offer in the ROFO Exercise Notice or the Founder does not deliver a ROFO Exercise Notice within the ROFO Exercise Period, the Series C Transferor may sell all of the Series C Transfer Shares to any person other than a Competitor (the “Third Party Purchaser”) provided that (1) such sale is bona fide, (2) if a ROFO Exercise Notice is delivered, the price for the sale to the Third Party Purchaser is at a price not less than the price set forth in the ROFO Exercise Notice and the sale is otherwise on terms and conditions no less favorable to the Series C Transferor than those set forth in the ROFO Exercise Notice.

(e)    Closing. Any purchase of the Series C Transfer Shares by the Founder or another Founder Party nominated by the Founder pursuant to the delivery of the ROFO Acceptance Notice to the Founder, shall be completed not later than thirty (30) days, and not earlier than ten (10) Business Days, following the date of the ROFO Acceptance Notice and the Founder shall pay, or procure another Founder Party nominated by the Founder, the Purchase Price for the Series C Transfer Shares to the Series C Transferor by wire transfer in immediately available funds against receipt of such payment in full, the Series C Transferor shall deliver to the Founder or another Founder Party nominated by the Founder a duly executed instrument of transfer and share certificate in the name of the Series C Transferor with respect to the Series C Transfer Shares.

4. RIGHT OF CO-SALE

4.1 Right of Co-Sale. Each ROCS Holder that has not exercised its Preferred Right of First Refusal shall have the right (but not an obligation) to participate in the Transferor’s sale of Transfer Shares as set forth in this Section 4 (the “Right of Co-Sale”).

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4.2 Procedure.

(a)    Exercise. If a ROCS Holder does not elect to purchase any Transfer Shares pursuant to the Preferred Right of First Refusal, such ROCS Holder shall have fifteen (15) days after the receipt of the Transfer Notice to irrevocably elect to exercise its Right of Co-Sale related to the sale of the Transfer Shares (the “Tag Shares”) at the same price and subject to the same material terms and conditions as described in the Transfer Notice by notifying the Transferor and the Company in writing of the number of Shares intended to be sold by such ROCS Holder. This Right of Co-Sale shall not apply to any sale of Transfer Shares among the Founder Parties or among or to management or employees of the Group Companies.

If the aggregate number of Shares(on an as-converted basis) that the ROCS Holders desire to sell (as evidenced by written notice delivered to the Transferor and the Company) exceeds the number of Tag Shares, each ROCS Holder exercising the Right of Co-Sale will be entitled to sell up to its pro rata share of the Tag Shares.

For the purposes of the Right of Co-Sale, each ROCS Holder’s “pro rata share” shall be determined according to the aggregate number of all Shares held by such ROCS Holder on the date of the Transfer Notice in relation to the aggregate number of all Shares held by all ROCS Holders exercising the Right of Co-Sale and the Transferor on such date (calculated on an as-converted basis).

(b)    Reduction of Shares Sold by the Transferor. To the extent that any ROCS Holder exercises its Right of Co-Sale, the number of Transfer Shares that the Transferor may sell to the Purchasing ROFR Holder(s) (if any) and the Potential Transferee shall be correspondingly reduced by the aggregate number of the Tag Shares elected to be sold by the ROCS Holder(s).

(c)    Closing. The sale of the Tag Shares to the Purchasing ROFR Holder(s) (if any) and the Potential Transferee by the participating ROCS Holders shall be consummated simultaneously with the sale by the Transferor. To the extent that any Purchasing ROFR Holder or any Potential Transferee refuses to purchase any Tag Shares from a ROCS Holder, the Transferor shall not sell to such Purchasing ROFR Holder or Potential Transferee any Shares unless and until, simultaneously with such sale, the Transferor shall purchase from such participating ROCS Holders such Tag Shares that such participating ROCS Holders would otherwise be entitled to sell to the Potential Transferee pursuant to its Right of Co-Sale.

(d)    Breach of Co-Sale. If a Transferor breaches any provision of this Section 4.2 as against a ROCS Holder, the ROCS Holder shall have the right to require the Transferor, and the Transferor shall be obliged, to purchase such Tag Shares that such participating ROCS Holder would otherwise be entitled to sell to the Purchasing ROFR Holder and/or the Potential Transferee pursuant to its Right of Co-Sale at the same price and subject to the same material terms and conditions as described in the Transfer Notice within fifteen (15) days after the delivery of written notice by the ROCS Holder to the Transferor.

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4.3 Permitted Transfer to the Potential Transferee. For a period of sixty (60) days following the expiration of the last period during which any Preferred ROFR Holder may elect to purchase any Transfer Share (including Over-Allotment Transfer Share), subject to the ROCS Holders’ Right of Co-Sale under this Section 4, the Transferor may sell any remaining Transfer Shares with respect to which the Preferred ROFR Holders’ Preferred Right of First Refusal was not exercised, to the Potential Transferee identified in the Transfer Notice and at a price and upon terms not more favorable than those specified in the Transfer Notice. In the event that the Transferor has not sold such Transfer Shares within such sixty (60) day period, the Transferor shall not thereafter sell any Shares, without first again complying with Sections 2 and 4 of this Exhibit D.

5. GENERAL

5.1 Valuation of Non-Cash Consideration. If any consideration offered pursuant to this Exhibit D will be payable in property other than cash, then the value of such property shall be determined by an internationally reputable appraiser (the “Appraiser”) jointly selected by, (i) in the case of the Preemptive Right, the Company and the Preferred Directors, or (ii) in the case of the Preferred Right of First Refusal, the Transferor, provided that the Appraiser shall not be an appraiser which has provided services to the Company or the Transferor (as applicable) for three (3) years before such appointment. Any valuation by the Appraiser shall be completed prior to an Issuance Notice (in the case of the Preemptive Right) or the Transfer Notice (in the case of the Preferred Right of First Refusal). All costs of the Appraiser shall be borne by (i) in the case of the Preemptive Right, the Company, or (ii) in the case of the Preferred Right of First Refusal, the Transferor.

5.2 Apportion. Each PR Holder may apportion Issuance Shares that it is entitled to purchase pursuant to its Preemptive Right among its Affiliates; provided that such PR Holder notifies the Company in writing. Each Preferred ROFR Holder may apportion Transfer Shares that it is entitled to purchase pursuant to its Preferred Right of First Refusal among its Affiliates; provided that such Preferred ROFR Holder notifies the Transferor and the Company in writing, and the Preferred ROFR Holder shall cause such Affiliate to execute and deliver a deed of adherence substantially in the form set forth in Exhibit F prior to the issue of any Issuance Share or the Transfer of any Transfer Share to such Affiliate.

5.3 Effect on Subsequent Transaction. The exercise, non-exercise or waiver of any Preemptive Right, Preferred Right of First Refusal, Preferred Right of First Offer or Right of Co-Sale in respect of a particular issuance or transfer of Shares shall not adversely affect such right in respect of any subsequent issuance or transfer of Shares.

5.4 Calculation of Shares. The number of Shares shall be calculated on an as converted to Ordinary Shares basis.

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EXHIBIT E

TERMS OF THE REGISTRATION RIGHTS

All reference in this Exhibit to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Exhibit, unless explicitly stated otherwise.

1. DEFINITIONS.

The following terms used in this Exhibit E shall have the meanings ascribed to them as follows:

1.1 “Commission” means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory body of the jurisdiction with authority to supervise and regulate the offering and sale of securities in that jurisdiction.

1.2 “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

1.3 “Form F-3” means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

1.4 “Form S-3” means Form S-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

1.5 “Holders” means the holders of Registrable Securities who are parties to this Agreement from time to time, and their transferees that become parties to this Agreement from time to time.

1.6 “Initiating Holders” means, with respect to a request duly made under Section 2.1 or 2.2 to Register any Registrable Securities, the Holders initiating such request.

1.7 “IPO” means the first firm underwritten registered public offering by the Company of its Ordinary Shares pursuant to a Registration Statement that is filed with and declared effective by either the Commission under the Securities Act or another governmental authority for a public offering in a jurisdiction other than the United States.

1.8 “Registrable Securities” means (i) the Ordinary Shares issued or issuable upon conversion of the Preferred Shares, (ii) any Ordinary Shares owned or hereafter acquired by any Preferred Shareholder, and (iii) any Ordinary Shares of the Company issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, the shares referenced in (i) and (ii) herein.

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1.9 “Registration” means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of that Registration Statement; and the terms “Register” and “Registered” have meanings concomitant with the foregoing.

1.10 “Registration Statement” means a registration statement prepared on Form F-1, F-3, S-1, or S-3 under the Securities Act (including, without limitation, Rule 415 under the Securities Act), or on any comparable form in connection with registration in a jurisdiction other than the United States.

1.11 “Securities Act” means the United States Securities Act of 1933, as amended.

1.12 “Violation” has the meaning set forth in Section 5.1(a) hereof.

1.13 Except where the context requires otherwise, capitalized terms used herein without definition shall have the meanings set forth in the Exhibit B of this Agreement.

2. DEMAND REGISTRATION.

2.1 Registration other than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time after the earlier of (i) the fourth (4^th) anniversary of the Closing Date or (ii) six (6) months following the closing of the Company’s IPO, Holder(s) holding at least 10% or more of the issued and outstanding Registrable Securities (on an as-converted basis) may request in writing that the Company effect a Registration of Registrable Securities on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Company shall (x) within ten (10) Business Days of the receipt of such written request give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after receipt of the such written request, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to effect no more than three (3) Registrations pursuant to Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 hereof is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 hereof.

2.2 Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), any Holder may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction within sixty (60) days of the receipt of such request. The Holders shall be entitled to an unlimited number of Registrations pursuant to this Section 2.2.

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2.3 Right of Deferral.

(a)    The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 2 of this Exhibit:

(i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1 and Section 2.2 hereof, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that Registration Statement to become effective within sixty (60) days of receipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or, following the closing of the Company’s IPO, with respect to an employee benefit plan); or

(ii) during the period starting with the date of filing by the Company of and ending one-hundred and eighty (180) days in the case of the Company’s IPO and sixty (60) days in the case of any other offering of Ordinary Shares, in each case following the effective date of any Registration Statement pertaining to Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).

(b)    If, after receiving a request from Holders pursuant to Section 2.1 or 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that that the Company may not utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days on any one occasion or for more than once during any twelve (12) month period; provided, further, that the Company may not Register any other of its securities during such period (except for Registrations contemplated by clause (b) of Section 3.4 of this Exhibit).

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2.4 Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or 2.2 hereof, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2 hereof. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration elect to distribute such Registrable Securities through a different distribution method, or otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration and reasonably acceptable to the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2 hereof, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

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3. PIGGYBACK REGISTRATIONS.

3.1 Registration of the Company’s Securities. Subject to the terms of this Agreement, if the Company proposes to Register for its own account any of its Equity Securities, or for the account of any holder (other than a Holder) of Equity Securities any of such holder’s Equity Securities, in connection with the IPO of such securities (except as set forth in Section 3.4 hereof); the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within fifteen (15) days after delivery of such notice, the Company shall use its best efforts to include in such Registration any Registrable Securities thereby requested to be Registered by such Holder. Without limiting the foregoing, the Holders shall be entitled to an unlimited number of Registrations pursuant to this Section 3.1. If a Holder decides not to include all or any of its Registrable Securities in such Registration 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, all upon the terms and conditions set forth herein. The Company shall not grant to any other Shareholders any similar rights in this Section 3.1 superior to those of the Preferred Shareholders, except with the consent of Preferred Shareholders.

3.2 Right to Terminate Registration. The Company shall have the right to terminate or withdraw any Registration initiated by it under Section 3.1 hereof prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 4.3 hereof.

3.3 Underwriting Requirements.

(i) In connection with any offering involving an underwriting of the Company’s Equity Securities, the Company shall not be required to Register the Registrable Securities of a Holder under Section 3 hereof unless such Holder’s Registrable Securities are included in the underwritten offering and such Holder enters into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected by the Company and setting forth such terms for the underwritten offering as have been agreed upon between the Company and the underwriters. In the event the underwriters advise Holders seeking Registration of Registrable Securities pursuant to Section 3 hereof in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten, the underwriters 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 Equity 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 all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such Registration and underwriting before any Registrable Securities are so excluded; provided, further, that, other than in the case of the Company’s IPO, the Registrable Securities requested by the Holders to be included in such underwriting and Registration shall not be cut back to less than twenty-five percent (25%) of the Equity Securities of the Company included in such underwriting and Registration. In any event, no Shareholder shall be granted Registration pursuant to Section 3.1 hereof which would reduce the number of Shares to be included by the Holders except with the consent of the Preferred Shareholders.

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(ii) If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the Registration. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or 2.2 hereof if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless such withdrawal is due to an action or inaction of the Company or an event outside of the reasonable Control of such Holders.

3.4 Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under Section 3 hereof in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the Laws of another jurisdiction, as applicable).

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4. REGISTRATION PROCEDURES.

4.1 Registration Procedures and Obligations. Whenever required under this Agreement to effect the Registration of any Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:

(a)    Prepare and file with the Commission a Registration Statement with respect to those Registrable Securities and use its best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders holding a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective for up to one hundred twenty (120) days or, if earlier, until the distribution thereunder has been completed; provided, however, that (a) such one hundred twenty (120) day period shall be extended for a period of time equal to the period any Holder refrains from selling any Registrable Securities included in such Registration at the written request of the underwriter(s) for such Registration, and (b) in the case of any Registration of Registrable Securities on Form F-3 or Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable rules promulgated by the Securities and Exchange Commission, such one hundred twenty (120) day period shall be extended, if necessary, to keep the Registration Statement or such comparable form, as the case may be, effective until all such Registrable Securities are sold;

(b)    Prepare and file with the Commission amendments and supplements to that Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of applicable securities Laws with respect to the disposition of all securities covered by the Registration Statement;

(c)    Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by applicable securities Laws, and any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d)    Use its best efforts to Register and qualify the securities covered by the Registration Statement under the securities Laws of any jurisdiction, as reasonably requested by the Holders, provided, that the Company shall not be required to qualify to do business or file a general consent to service of process in any such jurisdictions;

(e)    In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in customary form, with the managing underwriter(s) of the offering and take such other actions as are prudent and reasonably required in order to facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by underwriters;

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(f)    Promptly notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under applicable securities Laws of (a) the issuance of any stop order by the Commission, or (b) the happening of any event or the existence of any condition as a result of which any prospectus included in the 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 under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with Law, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with Law;

(g)    Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of the Registration, in form and substance as is customarily given to underwriters in an underwritten public offering; and (ii) a comfort letter dated the date of the sale, 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, addressed to the underwriters;

(h)    Otherwise comply with all applicable rules and regulations of the Commission to the extent applicable to the applicable registration statement and use its best efforts to make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of a twelve (12) month period (or ninety (90) days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;

(i)    Not, without the prior consent of the Holders of at least a majority of voting power of the then outstanding Registrable Securities, make any offer relating to the securities that would constitute a “free writing prospectus”, as defined in Rule 405 promulgated under the Securities Act;

(j)    Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, in each case not later than the effective date of the Registration;

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(k)    make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ legal counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (i) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (iii) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;

(l)    in the event of an underwritten public offering, obtain a “cold comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;

(m)    furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;

(n)    cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and

(o)    Take all reasonable actions necessary to list the Registrable Securities on the primary exchange on which the Company’s securities are then traded or, in connection with an IPO, the primary exchange on which the Company’s securities will be traded.

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4.2 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder’s Registrable Securities.

4.3 Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees charged by any share registration and/or depository agent, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to this Agreement if the Registration request is subsequently withdrawn at the request of a majority-in-interest of the Holders requesting such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration).

5. REGISTRATION-RELATED INDEMNIFICATION.

5.1 Company Indemnity.

(a)    To the maximum extent permitted by Law, the Company shall indemnify and hold harmless each Holder, such Holder’s partners, officers, directors, shareholders and legal counsel, any underwriter (as defined in the Securities Act) and each Person, if any, who Controls (as defined in the Securities Act) such Holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, 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 (each a “Violation”): (a) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (b) the omission or alleged omission to state in the Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any violation or alleged violation by the Company of applicable securities Laws, or any rule or regulation promulgated under applicable securities Laws. The Company will reimburse each such Holder, underwriter or Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action.

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(b)    The indemnity agreement contained in Section 5.1 hereof 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 or delayed), 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 solely out of or is solely based upon a Violation that occurs in reliance upon and in conformity with written information furnished in a certificate expressly for use in connection with such Registration by any such Holder, such Holder’s partners, officers, directors, and legal counsel, any underwriter (as defined in the Securities Act) and each Person, if any, who Controls (as defined in the Securities Act) such Holder or underwriter. Further, the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or other aforementioned Person, or any Person controlling such Holder, from whom the Person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the most current prospectus was not sent or given by or on behalf of such Holder or other aforementioned Person to such Person, if required by Law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

5.2 Holder Indemnity.

(a)    To the maximum extent permitted by Law, each selling Holder that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each Person, if any, who controls (within the meaning of the Securities Act) the Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become subject, under applicable securities Laws, or any rule or regulation promulgated under applicable securities Laws, 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 in a certificate expressly for use in connection with such Registration; and each such Holder will reimburse any Person intended to be indemnified pursuant to Section 5.2 hereof, for any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability or action. No Holder’s liability under Section 5.2 hereof shall exceed the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with that Registration.

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(b)    The indemnity contained in Section 5.2 hereof shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed).

5.3 Notice of Indemnification Claim. Promptly after receipt by an indemnified party under Section 5.1 or 5.2 hereof of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under Section 5.1 or 5.2 hereof, 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 indemnifying parties. An indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred 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 differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver a written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under Section 5 hereof, but the omission to deliver a 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 5 of this Exhibit.

5.4 Contribution. If any indemnification provided for in Section 5.1 or 5.2 hereof is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined 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. No Holder’s liability under Section 5.4 hereof, when combined with such Holder’s liability under Section 5.2 hereof, shall exceed the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with that Registration.

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5.5 Underwriting Agreement. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

5.6 Survival. The obligations of the Company and Holders under Section 5 hereof shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement.

6. ADDITIONAL REGISTRATION-RELATED UNDERTAKINGS.

6.1 Reports under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of any applicable securities Laws that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to:

(a)    make and keep public information available, as those terms are understood and defined in Rule 144 (or comparable provision, if any, under applicable securities Laws in any jurisdiction where the Company’s securities are listed), at all times following ninety (90) days 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 Commission in a timely manner all reports and other documents required of the Company under all applicable securities Laws; and

(c)    at any time following ninety (90) days 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 by the Company, promptly furnish to any Holder holding Registrable Securities, upon request (i) a written statement by the Company that it has complied with the reporting requirements of all applicable securities Laws at any time after it has become subject to such reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (or any form comparable thereto under applicable securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents as filed by the Company with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to Form F-3 or Form S-3 (or any form comparable thereto under applicable securities Laws of any jurisdiction where the Company’s Securities are listed).

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6.2 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders of at least a majority of the then outstanding Registrable Securities held by all Holders, enter into any agreement with any holder or prospective holder of any Equity Securities of the Company that would allow such holder or prospective holder (a) to include such Equity Securities in any Registration filed under Section 2 or 3 hereof, unless under the terms of such agreement such holder or prospective holder may include such Equity Securities in any such Registration only to the extent that the inclusion of such Equity Securities will not reduce the amount of the Registrable Securities of the Holders that are included, (b) to demand Registration of their Equity Securities, or (c) to cause the Company to include such Equity Securities in any Registration filed under Section 2 or 3 hereof on a basis pari passu with or more favorable to such holder or prospective holder than is provided to the Holders of Registrable Securities.

6.3 “Market Stand-Off” Agreement. Each Shareholder agrees, if so required by the managing underwriter(s) and to the extent necessary for a QIPO, but subject to exceptions that any Holder and the applicable underwriter may agree on, that it will not during the period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days from the date of such final prospectus) (a) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities of the Company (other than those included in such offering) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Equity Securities of the Company, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Equity Securities of the Company or such other securities, in cash or otherwise; provided, that (x) all directors, officers and all other holders of at least 1% of the outstanding share capital of the Company must be bound by restrictions at least as restrictive as those applicable to any such holder pursuant to Section 6.3 hereof, (y) Section 6.3 hereof shall not apply to the extent that any other members subject to substantially similar restrictions are released, and (z) the lockup agreements shall permit such holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. The underwriters in connection with the Company’s IPO are intended third party beneficiaries of Section 6.3 hereof and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of each shareholder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.

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6.4 Termination of Registration Rights. The registration rights set forth in Sections 2 and 3 hereof above shall terminate on the later of (a) the fifth (5^th) anniversary after the date of closing of a QIPO, and (b) with respect to any Holder, the date following a QIPO on which such Holder holds less than 1% of the Equity Securities of the Company and all Registrable Securities may be sold under Rule 144 of the Securities Act in any ninety (90)-day period.

6.5 Exercise of Preferred Shares. Notwithstanding anything to the contrary provided in this Agreement, the Company shall have no obligation to register Registrable Securities which, have not been exercised, converted or exchanged, as applicable, for Ordinary Shares.

7. JURISDICTION.

The terms of this Exhibit are drafted primarily in contemplation of an offering of securities in the United States of America. The Parties recognize, however, the possibility that securities may be qualified or registered for offering to the public in a jurisdiction other than the United States of America where registration rights have significance or that the Company might affect an offering in the United States of America in the form of American depositary receipts or American depositary shares. Accordingly:

(a)    It is their intention that, whenever this Exhibit or any other provision of this Agreement refers to a Law, form, process or institution of the United States of America but the Parties wish to effectuate qualification or registration in a different jurisdiction where registration rights have significance, such references to the Laws or institutions of the United States shall be read as referring, mutatis mutandis, to the comparable Laws or institutions of the jurisdiction in question; and

(b)    It is agreed that the Company will not undertake any listing of American depositary receipts, American depositary shares or any other security derivative of the Company’s Ordinary Shares unless arrangements have been made reasonably satisfactory to a majority-in-interest of the Shareholders (including the Preferred Shareholders) to ensure that the spirit and intent of this Agreement will be realized and that the Company is committed to take such actions as are necessary such that the Shareholders will enjoy rights corresponding to the rights hereunder to sell their Registrable Securities in a public offering in the United States of America as if the Company had listed Ordinary Shares in lieu of such derivative securities.

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8. ASSIGNMENT OF REGISTRATION RIGHTS.

The rights to cause the Company to register Registrable Securities pursuant to this Exhibit may be assigned (but only with all related obligations) by (a) a Holder that is a partnership, to any partner, retired partner or Affiliated fund of such Holder, (b) a Holder that is a limited liability company, to any member or former member of such Holder, (c) a Holder who is an individual, to such Holder’s family member or trust for the benefit of such Holder or such Holder’s family member, (d) a Holder that is a corporation to its shareholders in accordance with their interests in the corporation, or (d) to any other Person who immediately after such assignment becomes the Holder of at least 2% of Registrable Securities; provided (in all cases) (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (iii) such assignments shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

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EXHIBIT F

FORM OF DEED OF ADHERENCE

THIS DEED is made the [                    ] day of [                    ] by [name of new shareholder], [a citizen of [                    ] with [                    ] passport no. [                    ] and [his/her] residential address at [                    ] / [a limited liability company incorporated under the laws of [                ] with its registered office at [                ] (the “New Shareholder”).

WHEREAS

(A) By a [transfer of OR subscription for] [description of equity securities] dated [of even date herewith], [[name of transferor], [a citizen of [                    ] with [                    ] passport no. [                    ] and [his/her] residential address at [                    ] / [a limited liability company incorporated under the laws of [                    ] with its registered office at [                    ]] (the “Transferor”) agreed to transfer to the New Shareholder] / [the New Shareholder subscribed for] [number] [Series C-2 Shares], par value US$0.00001 each in the capital of Q&K International Group Limited, an exempted company with limited liability incorporated in the Cayman Islands, with its registered office at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands (the “Company”) (together the [“Transferred Shares” / “Subscribed Shares”]).

(B) This Deed is entered into in compliance with the terms of the third amended and restated shareholders agreement dated [                    ] (the “Shareholders Agreement”) made by and among, inter alios, the Company, the parties listed in Part I, II, III, IV, V, VI and VII of Exhibit A of the Shareholders Agreement (as supplemented and amended from time to time).

NOW THEREFORE IT IS HEREBY AGREED as follows:

(1) Words and expressions used in this Deed shall have the same meaning assigned to them in the Shareholders Agreement unless the context otherwise expressly requires. The rules of interpretation contained in Section 9.7 of the Shareholders Agreement shall apply to the construction of this Deed with all necessary changes.

(2) The New Shareholder hereby confirms that it has been supplied with a copy of the Shareholders Agreement.

(3) The New Shareholder hereby agrees to assume and assumes the benefit of the rights [of name of the Transferor]/[of a Series C-2 Investor] under the Shareholders Agreement in respect of the [Transferred Shares OR Subscribed Shares] and hereby agrees to assume and assumes the burden of the [Transferor’s] obligations under the Shareholders Agreement to be performed after the date hereof in respect of the [Transferred Shares OR Subscribed Shares].

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(4) The New Shareholder hereby agrees to be bound by the Shareholders Agreement in all respects as if the New Shareholder were a party to the Shareholders Agreement as [description of capacity] and to perform:

(i) [all the obligations of the Transferor in that capacity thereunder; and]

(ii) all the obligations expressed to be imposed on such a party to the Shareholders Agreement;

[in both cases,] to be performed on or after the date hereof.

(5) The New Shareholder hereby further agrees and covenants that (a) the [acquisition, owning and holding of Transferred Shares / subscription for, owning and holding of Subscribed Shares] is in full compliance with the requirements of all applicable laws; and (b) if requested by the Company, the New Shareholder shall provide such assurances, representations, documents and materials as the Company may deem necessary or desirable to assure compliance with all applicable Laws.

(6) This Deed is made for the benefit of:

(i) the parties to the Shareholders Agreement; and

(ii) any other Person who may after the date of the Shareholders Agreement (and whether or not prior to, on or after the date hereof) assume any rights or obligations under the Shareholders Agreement and be permitted to do so by the terms thereof;

and this Deed shall be irrevocable without the written consent of the Company acting on their behalf in each case only for so long as they hold any equity securities in the capital of the Company.

(7) [For the avoidance of doubt, if applicable, nothing in this Deed shall release the Transferor from any liability in respect of any obligations under the Shareholders Agreement due to be performed prior to the date of this Deed.]

(8) None of the Preferred Shareholder:

(i) makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Shareholders Agreement (or any agreement entered into pursuant thereto); or

xlvi

(ii) makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any Group Company or otherwise relates to the acquisition of equity securities in the Company; or

(iii) assumes any responsibility for the financial condition of the Company or any Group Company or any other party to the Shareholders Agreement or any other document or for the performance and observance by the Company or any other party to the Shareholders Agreement or any other document (save as expressly provided therein);

and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded.

(9) The New Shareholder’s address for notices, demands and all other communications under the Shareholders Agreement is as follows:

[name of New Shareholder]

Attn:	[            ]
Address:	[            ]
Tel:	[            ]
Fax:	[            ]
Email:	[            ]

(10) This Deed shall be read as one with the Shareholders Agreement so that any reference in the Shareholders Agreement to “this Agreement” and similar expressions shall include this Deed.

(11) This Deed 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.

(12) Section 9.2 of the Shareholders Agreement shall apply to this Deed mutatis mutandis.

[SIGNATURE PAGE TO FOLLOW]

xlvii

IN WITNESS WHERE OF this Deed of Adherence is executed and delivered as a deed on the date and year first above written.

[If the New Shareholder is a Hong Kong company]

EXECUTED AND DELIVERED AS A DEED	)
	)
by [name of new shareholder]	)
by authority of its directors	)
	)
	)
and SIGNED by [            ]	)
	)
(Name of Director)	)
	)
	)
And by [            ]	)
(Name of Director/Company Secretary*)	)
*  delete whichever is not applicable	)
	)
[Or, if the New Shareholder is an entity under laws other than Hong Kong]
EXECUTED AND DELIVERED AS A DEED	)
	)
SEALED with the COMMON SEAL	)
	)
of [name of new shareholder]	)
	)
	)
and SIGNED by [            ]	)
	)
(Director)	)
	)
in the presence of:-	)
	)
	)
Name of witness:	)
Address of witness:	)

xlviii

EXHIBIT G

SHARE CHARGE AMENDMENT

1. FOUNDER SHARE CHARGE

The Founder Share Charge (as defined in the Series C SSA) shall be amended as follows:

1.1 In Section 1.1 of the Founder Share Charge, the definition of “Event of Default” shall be amended to “any failure on the part of the Mortgagor, the Holding Company or any Group Company to comply with any or all of their respective material obligations (including any material breach of representations or warranties by the Mortgagor, the Holding Company or a Group Company) under the Transaction Documents.”

1.2 Section 1.1 of the Founder Share Charge shall be amended as follows:

“Time for Enforcement. This Security shall become immediately enforceable if (i) an Event of Default has occurred and is continuing; and (ii) the Mortgagor, the Holding Company or any Group Company (as the case may be) fails to cure such Event of Default within fifteen (15) days upon its receipt of the written notice issued by the Secured Party requesting the rectification of an Event of Default. After this Security has become enforceable, the Secured Party may in its absolute discretion enforce all or any part of this Security in any manner it sees fit (including, for the avoidance of doubt and for the purposes of section 66(A) of the BVI Companies Act (as amended), those powers listed in section 66(5)).”

2. HOLDING COMPANY SHARE CHARGE

The Holding Company Share Charge (as defined in the Series C SSA) shall be amended as follows:

2.1 In Section 1.1 of the Holding Company Share Charge, the definition of “Event of Default” shall be amended to “any failure on the part of Jin Guangjie, the Mortgagor, or any Group Company to comply with any or all of their respective material obligations (including any material breach of representations or warranties by Jin Guangjie, the Mortgagor, or a Group Company) under the Transaction Documents.”

xlix

2.2 Section 6.1 of the Holding Company Share Charge shall be amended as follows:

“Time for Enforcement. This Security shall become immediately enforceable if (i) an Event of Default has occurred and is continuing; and (ii) Jin Guangjie, the Mortgagor, or any Group Company (as the case may be) fails to cure such Event of Default within fifteen (15) days upon its receipt of the written notice issued by the Secured Party requesting the rectification of an Event of Default. After this Security has become enforceable, the Secured Party may in its absolute discretion enforce all or any part of this Security in any manner it sees fit.”

l

EX-5.1

Exhibit 5.1

CONYERS DILL & PEARMAN   SIX, 2^nd Floor, Cricket Square PO Box 2681, Grand Cayman KY1-1111 Cayman Islands   T +1 345 945 3901   conyers.com

7 October 2019

Matter No.828796:

Doc Ref: 105461124

852 2842 9530

Richard.Hall@conyersdill.com

Q&K International Group Limited

Room 1607, Building A

No 596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

Attn: the board of directors

Dear Sirs,

Re: Q&K International Group Limited (the “Company”)

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-1 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about 7 October 2019 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of Class A Ordinary Shares par value US$0.0001 each (the “Class A Ordinary Shares”) of the Company.

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed (1) the currently adopted amended and restated memorandum and articles of association of the Company provided to us on 30 September 2019, (2) minutes of a meeting of the directors of the Company held on 27 September 2019 and unanimous written resolutions of the members of the Company dated 30 September 2019 (the “Resolutions”), (3) the latest drafts of the second amended and restated memorandum of association and the second amended and restated articles of association of the Company proposed to become effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares (the “Listing M&As”), (4) a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 30 September 2019 (the “Certificate Date”), and (5) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions have been passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended, (e) that the Listing M&As will become effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares, (f) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, (g) that upon issue of any Class A Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, and (f) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and existing under the law of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Law (the “Law”), a company is deemed to be in good standing if all fees and penalties under the Law have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Law.

2. When issued and paid for as contemplated by the Registration Statement, the Class A Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

Page 2 of 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforcement of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

Page 3 of 3

EX-8.1

Exhibit 8.1

CONYERS DILL & PEARMAN   SIX, 2^nd Floor, Cricket Square PO Box 2681, Grand Cayman KY1-1111 Cayman Islands   T +1 345 945 3901   conyers.com

7 October 2019

Matter No.828796:

Doc Ref: 104940716v1

852 2842 9530

Richard.Hall@conyersdill.com

Q&K International Group Limited

Room 1607, Building A

No 596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

Attn: the board of directors

Dear Sirs,

Re: Q&K International Group Limited (the “Company”)

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-1 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about 7 October 2019 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of Class A Ordinary Shares par value US$0.0001 each of the Company.

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

(i) the Registration Statement; and

(ii) a draft of the prospectus (the “Prospectus”) contained in the Registration Statement which is in substantially final form.

We have also reviewed and relied upon (1) the currently adopted amended and restated memorandum of association and articles of association of the Company, (2) the second amended and restated memorandum of association and articles of association of the Company conditionally adopted by the Company and proposed to become effective prior to the closing of the Company’s initial public offering of Class A Ordinary Shares, par value US$0.0001 each, represented by American Depositary Shares, and (3) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement reviewed by us; (c) the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and (d) that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.

On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Taxation — Cayman Islands 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.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement and further consent to the reference of our name in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

Page 2 of 2

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICIATION AGREEMNT (this “Agreement”) is made as of             , 2019 by and between Q&K International Group Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and                      ([Passport/ID] Number                     ) (the “Indemnitee”).

WHEREAS, the Indemnitee has agreed to serve as a director or executive officer of the Company and in such capacity will render valuable services to the Company; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “Board of Directors”) has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to render valuable services the Company, the Company and the Indemnitee hereby agree as follows:

1.    Definitions. As used in this Agreement:

(a)    “Changes in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors of the Company (or any successor entity) thereafter; or (iii) during any period of two consecutive years, Continuing Directors cease for any reason to constitute at least a majority of the Board of Directors of the Company.

(b)    “Continuing Director” shall mean an individual (i) who served on the Board of Directors of the Company at the effective date of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering; or (ii) whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the Continuing Directors then in office.

(c)    “Disinterested Director” with respect to any request by the Indemnitee for indemnification, contribution, or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification, contribution, or advancement is being sought by the Indemnitee.

(d)    The term “Expenses” shall mean, without limitation, expenses of Proceedings, including attorneys’ fees, disbursement and retainers, accounting and witness fees, expenses related to preparation for service as a witness and to service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification, contribution, or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.

(e)    The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of Directors of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification, contribution, or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.

(f)    The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board of Directors), by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification, contribution, or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.

(g)    The phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any service as a director/an executive officer of the Company which imposes duties on, or involves services by, such director/executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.

2.    Services by the Indemnitee. The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).

3.    Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

4.    Proceeding Other Than a Proceeding by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).

5.    Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee as a director or officer of the Company or in connection with serving at the request of the Company as an agent of another enterprise, or (b) has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law.

6.    Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest or penalties to which the Indemnitee is entitled.

7.    Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding within 30 days after the written request of the Indemnitee, to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.

8.    Indemnification Procedure; Determination of Right to Indemnification.

(a)    Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The failure and delay to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

(b)    The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination is made that the Indemnitee has not met such standards by (i) the Board of Directors by a majority vote of a quorum thereof consisting of Disinterested Directors, (ii) Independent Legal Counsel as set forth in a written opinion (it being understood that such Independent Legal Counsel shall make such determination only if the quorum of Disinterested Directors referred to in clause (i) of this subparagraph 8(b) is not obtainable or if the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Disinterested Directors so directs), or (iii) a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred and the Indemnitee so requests in writing, such determination shall be made only by a court of competent jurisdiction.

(c)    If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification, contribution, or advancement of Expenses under this Agreement, except as may be provided herein.

(d)    If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification, contribution, or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

(e)    With respect to any Proceeding for which indemnification, contribution, or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.

9.    Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

(a)    To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification, contribution, under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification, contribution, or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate;

(b)    To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

(c)    To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;

(d)    To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;

(e)    To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or

(f)    If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable;

(g)    To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or

(h)    To indemnify the Indemnitee with respect to any claim related to any breach by the Indemnitee of the Company (and not by the Company), as finally determined by the competent court, arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

10.    Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

11.    Remedies Hereunder Not Exclusive. The indemnification, contribution, and advancement provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

12.     Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 12 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

13.    Successors and Assigns.

(a)    This Agreement shall be binding upon the Indemnitee and the Company, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.

(b)    If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnity the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.

14.    Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.    Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

16.    Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.

17.    Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York.

18.    Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The rights afforded to the Indemnitee with respect to indemnification, contribution or advancement hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the policies, of the Company.

19.    Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.

20.    Notices. Any notice required to be given under this Agreement shall be directed to the Chief Financial Officer of the Company at Room 1607, Building A, No. 596 Middle Longhua Road, Xuhui District, Shanghai, The People’s Republic of China, and to the Indemnitee at              or to such other address as either shall designate to the other in writing.

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IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.

INDEMNITEE

Name:

Q&K International Group Limited

By:

Name:

Title:

[Signature Page to Indemnification Agreement]

EX-10.2

Exhibit 10.2

Employment Agreement

Party A:
Registered Address:
Party B:	Gender:	ID Card No.:
Residential Address:
Emergency Contact:		Contact No.:

In accordance with the provisions of the Labor Contract Law of the People’s Republic of China, Party A and Party B enter into this Agreement on the basis of equality, voluntariness and mutual agreement to specify the rights and obligations of the Parties for mutual compliance.

Article 1 Term of Employment Agreement

1.1 From (Date) to (Date);

1.2 The probation period is from (Date) to (Date).

Article 2 Work Scope and Location

Party B will be assigned to work at the position of          according to needs of Party A and Party B’s ability;

2.1 Party A sets forth the job description and the quality control standards, with which Party B shall comply. Party B shall follow the job arrangement and be in strict compliance with the employees handbook;

2.2 Where Party B is not suitable for or competent with his/her job, Party A has the right to determine the need of providing Party B with training or adjusting his/her position. If Party B remains incompetent in his/her job after training or new position, Party A has the right to terminate this Employment Agreement;

2.3 Party A may temporarily adjust or arrange Party B’s position according to the needs, which shall be complied with by Party B;

2.4 The principal place of work under this Agreement shall be: Shanghai, in which Party B has confirmed. Party B understands and agrees that, due to the nature of work, Party A may appoint Party B to work temporarily at other places;

2.5 Party B is entitled to paid holidays which include marriage leave, bereavement leave, maternity leave as stipulated by the State.

Article 3    Work Place, During the employment with Party A, Party B shall perform his/her duties in the following places according to Party A’s arrangement:

(1) the place where Party A’s headquarters is located;

(2) the place where the wholly-owned subsidiary to which Party A is affiliated or the joint company at which Party A participates is located;

(3) the place where Party A’s domestic institution or overseas institution is located;

(4) the place where Party B shall travel to provide services.

Article 4    Party B’s job responsibilities and work matters shall be determined by Party A according to Party B’s duties or position, Party B’s competence and Party A’s needs.

Article 5    Party B shall cooperate when Party A requires him/her to work overtime according to the needs of work, except for the event of force majeure.

Article 6 Working Hours and Leaves

6.1 According to the needs of work, the Parties agree that item          working hours system in the following will apply to Party B.

1. Standard working hours, which is 8 working hours a day, from 9:00 to 12:00 and from 13:00 to 18:00, and the lunch period is from 12:00 to 13:00.

2. Flexible working hours.

3. Comprehensive working hours.

6.2 Party A shall agree with Party B’ entitlement to the statutory holidays according to the applicable regulations.

Article 7 Remuneration

7.1 The level of Party B’s salary is level          grade          as set out in the Classification of Grade Level, and the base salary and allowance of Party B during the probation period shall be 80% of the said standard.

7.2 Party A will pay the salary of the previous month on the 5th of each month. If the date on which salary is paid is a weekend or holiday, Party A shall pay the same two days in advance or within two days thereafter.

Article 8    Social Insurances and Labor Protection: Both Party A and Party B shall join and pay for the social insurances according to the national and government regulations on the social insurances.

Article 9    Labor Protection, Working Conditions and Protection Against Occupational Hazards: Party A shall provide Party B with a workplace that meets the work safety and health standard of national regulations, to ensure that Party B works in an environment that is appropriate to the nature of his/her job.

Article 10    Amendment to this Agreement

10.1 In the events of the followings, Party A and Party B shall amend this Agreement and comply with the amendment procedure without delay:

1. Without prejudice to the interest of the State, the collective and others, Party A and Party B reach agreement through negotiation;

2. The laws, regulations or rules on which this Contract is based have changed, affecting the continuous performance of this Agreement;

3. The objective situation on which this Employment Agreement was based has significantly changed, and Party A has reached agreement with Party B through negotiation;

4. The occurrence of the earthquake, typhoon, flood, fire, war, strike and other unforeseeable force majeure events of which the occurrence and consequences are unpreventable or unavoidable, affecting the performance of relevant provisions hereof;

5. Other circumstances provided by laws and regulations.

10.2 In case of merger or spin-off of Party A, the successor of rights and obligations hereunder is not required to enter into a new employment agreement with Party B and the original employment agreement shall continue to be effective.

10.3 If Party A conducts economic redundancy, strategic adjustment of its industry or any force majeure event occurs, rendering it impossible for Party A and Party B to continue the performance hereof, Party A and Party B shall negotiate to amend this Agreement.

Article 11 Termination of this Agreement

11.1 Upon mutual agreement through negotiations by the Parties, this Agreement may be terminated.

11.2 Party A shall be entitled to terminate this Agreement if:

1. Party B is proved to be incompetent during the probation period, including but not limited to the followings:

1) failing in the monthly performance appraisal twice cumulatively during the probation period;

2) being late for work twice or more (inclusive) cumulatively during the probation period;

2. Party B seriously violates the rules of Party A as follows:

1) Party B receives the Confirmation of Disciplinary Action three times cumulatively during the term hereof;

2) Being late for work more than three times (inclusive) cumulatively during the term hereof;

3) Taking early leave more than three times (inclusive) cumulatively during the term hereof;

4) Being absent from work without permission twice or more (inclusive) cumulatively during the term hereof;

5) Party B fails in the monthly performance appraisal twice or more (inclusive) cumulatively during the term hereof;

6) Party B commits serious dereliction of duty, misconduct, corruption, theft or malpractice, causing significant damage to and adverse impact on the interest of Party A;

7) All materials and documents of Party A obtained by Party B during the course of his/her performance of duties or those relating to the obligations to Party A or its affiliates are the properties of Party A, while Party B refuses to return such materials and documents as required by Party A;

8) Party B refuses to follow the ordinary work adjustment made by Party A and does not follow the arrangement made by his/her supervisor;

9) Party B gathers people to make troubles, causing interruption of the ordinary order of work;

10) Party B forges any official document of Party A or any of its affiliates, or cause loss of any important official document without prompt report, or causing leak of the trade secrets of Party A or any of its affiliates;

11) Party B solicits business for personal interest under the name of Party A or any of its affiliates;

12) Party B illegally accepts bribes or kickback, or uses any improper means for personal interest;

13) Party B uses the name of Party A or any of its affiliates to bluff, causing reputation or economic losses to Party A or any of its affiliates, the amount of which is more than RMB1,000;

14) Party B forges, produces or stamps without authorization the company seal, contract seal, legal representative’s seal, financial seal and other particular seals of Party A or any of its affiliates;

15) Party B commits serious dereliction of duty, misconduct, corruption, theft or malpractice, causing significant damages (the amount of economic loss exceeds RMB1,000) to the interest of and serious adverse influence to the reputation of Party A or any of its affiliates;

16) Party B enters into employment relationship with any other employer at the same time, or provides part-time services without Party A’s consent, or refuses to rectify as required by Party A;

17) Party B causes any loss to Party A or any of its affiliates in an amount exceeding RMB1,000;

18) Party B provides Party A with false information, including without limitation, education certificates and professional certificates.

3. Party B through the means of fraud, coercion or taking advantage of the unfavorable position of Party A to have Party A execute or modify this Agreement against its true intention, which renders this Agreement invalid;

4. Party B is prosecuted for criminal offence pursuant to law, or is subject to the punishment of administrative or criminal detention;

5. Other serious violations of Party A’s rules.

11.3 Party A may cancel this Employment Agreement by a 30-day written notice to Party B if:

1. Party B is sick or suffers from non-work related injury and is unable to resume his/her position before illness or injury or unwilling to engage in other position otherwise arranged by Party A upon the completion of the specified medical treatment period;

2. Party B is incompetent in his/her position and fails to be competent in his/her position after training or re-position to another position;

3. The objective conditions based on which this Agreement was signed have undergone material changes, which results in the impossibility to perform this Agreement, and the Parties fail to reach an agreement in respect of modification to this Agreement through negotiation.

11.4 During the probation period, if Party B intends to termination this Employment Agreement, he/she shall give a 3 days written notice . Upon the expiry of the probation period, if Party B intends to terminate this Employment Agreement, he/she shall give a 30 days written notice.

Article 12 Termination of this Agreement

12.1 This Agreement will be automatically terminated if:

1. This Employment Agreement expires;

2. Party B starts to receive basic pension according to law;

3. Party B becomes deceased or legally declared to be dead or missing by the court;

4. Party A is declared bankrupt according to law;

5. Party A’s business license is revoked, or Party A is ordered to close down or deregister the company, or decides to dissolve the company early; or

6. Any other circumstance provided by laws and administrative regulations occurs.

Article 13 Labor Discipline

13.1 Party B shall abide by the national laws, regulations and social morality and maintain the company’s reputation.

13.2 Party A shall improve various rules and regulations and labor discipline in accordance with relevant national regulations. Party B shall comply with the company’s disciplinary rules and various rules and regulations, as well as labor safety and health and job specifications; shall protect Party A’s properties and abide by the professional ethnics; and proactively participate in the training organized by Party A to improve his/her person quality.

13.3 If Party B breaches the rules and regulations or the labor disciplinary rules, Party A is entitled to take disciplinary action or terminate this Employment Agreement according to the laws, regulations and rules.

13.4 During the performance hereof, Party A may develop new rules and regulations or amend its current rules and regulations according to the relevant national rules. Such rules and regulations shall be legally binding on Party B upon notification to Party B.

Article 14 Post-contract Obligations

14.1 Upon the cancellation or termination hereof, Party B shall perform the following obligations:

1. If this Employment Agreement is canceled or terminated for any reason, Party B shall comply with the termination procedure in accordance with the procedures required by Party A and comply with the handover procedures with the person designated by Party A;

2. Party B shall return all office supplies, documents, equipment and other tangible or intangible assets in possession of Party B to Party A in good condition;

3. Party B shall return any carrier that carries important information of Party A to Party A in complete status;

4. Party B shall assist Party A to clear any creditor’s rights or debts arising out of the course of business incurred by Party B;

5. Party B shall comply with and complete the termination procedures required by Party A;

6. Others: Party B shall settle incomplete matters which he/she is responsible for.

14.2 Upon cancellation or termination of this Agreement, Party A shall comply with the following obligations:

1. Party A shall complete the procedure of termination of employment for Party B.

2. Party A shall complete the procedure of transferring or closing Party B’s social insurances and housing provident fund accounts within 15 days from the termination of employment relationship.

3. Party A needs to make payment of economic compensation to Party B if Party B meets the statutory circumstances, which shall be paid after the completion of all procedures for termination of employment by Party B. If Party B fails to perform the obligations above and conduct the handover procedure as required, Party A may suspend the payment of economic compensation, and if Party A suffers any loss therefrom, Party A shall be entitled to recover the same from Party B.

14.3 If Party B terminates the employment without notice, or is missing, or fails to perform the obligations as required, rendering Party A impossible to or delay the procedure for termination of employment, Party B hereby irrecoverably acknowledges that he/she is at fault and will assume the relevant liability.

Article 15 Liability for Breach

15.1 Any breach shall be offered the opportunity of rectification first and either Party is obligated to conduct such rectification.

15.2 If this Agreement is canceled according to Article 11.2, Party A will record the event in Party B’s file, and if Party A suffers any loss therefrom, Party A is entitled to recover the same from Party B.

15.3 If Party B breaches any labor discipline, rules and regulations or the provisions hereof on the labor discipline, rules and regulations, Party A shall have the right to hold Party B liable under the labor discipline, rules and regulations and the provisions hereof, and to recover the losses therefrom (if any) Party B.

15.4 In the event Party B breaches the provisions hereof rendering the termination of this Employment Agreement, or breaches the confidentiality obligations or non-competition provisions set out herein and in the schedules hereto, causing losses to Party A, Party B shall assume the liability for making compensation.

15.5 In the event Party B owns any money to Party A, or breaches the provisions hereof rendering the termination of this Employment Agreement , or causes any economic loss to Party A due to any other reason, for which Party B shall be liable for making compensation according to the laws and regulations and this Agreement, Party A shall have the right to deduct the same from (including without limitation) the salary, bonus and allowance, subsidy and economic compensation of Party B, provided that such deduction complies with the laws and regulations; if it is insufficient for cover the losses, Party A may recover the rest from Party B.

Article 16 Miscellaneous

16.1 During the performance hereof, if this Agreement or certain provisions of any document executed based on this Agreement are invalid due to changes in laws and regulations or related policies, the remaining terms of this Agreement shall remain effective and legally binding on both Parties.

16.2 Party B acknowledges that he/she has read and acknowledged the content of Party A’s rules and regulations when signing this Agreement, and warrants to comply with such rules and regulations during the performance hereof.

16.3 Where Party A provides training to Party B at the cost of Party A, the Parties shall separately sign a Training/Education Agreement. If this Employment Agreement is terminated early due to the cause of Party B, Party B shall compensate Party A for such training costs as set out therein.

16.4 Party B is required to deliver the following documents to Party A within three working days from his/her commencement of work, including without limitation:

1. Copies of ID card and household register, employee registration form, photos, form of transfer of relationship with an organization, labor handbook, notice of employment termination or separation certificate, relevant supporting documents for storage of files, and information of social insurances and other related accounts.

2. Based on Party B’s personal situations, Party B shall deliver the materials as notified by Party A.

16.5 Party B undertakes that he/she is in good health condition, and shall take physical examination in the hospital designated by Party A and submit the physical examination report, indicating that all indicator examined falls in the normal range.

Under special circumstances, Party B may submit the physical examination report within 15 days after being on board. If Party B fails to submit the physical examination report on time or some indicators on the physical examination report are beyond the normal range, Party A shall have the right to terminate this Employment Agreement.

16.6 Party B is obligated to assist Party A to go through the legal employment procedure and related matters, and to deliver the executed employment agreement to Party A. If Party A is unable to go through such procedure and related matters due to any reason attributable to Party B, Party B shall be held liable therefor. Party B acknowledges that if Party A is unable to directly deliver certain documents to Party B (including without limitation, Party B refusing to receive such documents or the missing of Party B), the residential address of Party B set out herein shall be the contact address for delivering such documents to Party B by Party A.

16.7 If Party B’s personal information (including without limitation, residential address) changes, Party B shall notify Party A in writing within 10 days, and obtain and properly keep the acknowledgment of receipt of such notice from Party A, which shall be taken as an evidence therefor. The Parties shall thereby amend the content hereof.

16.8 All consequences arising from the failure of Party B to provide materials and updated information on a timely basis shall be assumed by Party B.

16.9 Party B agrees that, if Party B cannot be reached (including but not limited to, Party B being hospitalized due to illness and loss of personal freedom), the “emergency contact” set out at the beginning of this Agreement will be taken as the representative of Party B, who will have the authority to conduct settlement and mediation, receive and sign relevant documents on behalf of Party B.

16.10 The employment relationship of Party B with Party A may be transferred to any branch or subsidiary of the group to which Party A is affiliated according to the needs.

16.11 This Employment Agreement shall be made in two copies, with Party A and Party B each holding one copy, both of which shall have the same legal effect.

16.12 This Agreement will come into force upon signing and affixing the seals by the legal representative (or authorized representative) of Party A and by Party B personally.

16.13 The Employee Handbook of Party A will be taken as an appendix hereto, which shall have the same legal effect of this Agreement.

16.14 Party B has agreed to the relevant provisions of the Agreement on Confidential Information, Transfer of Inventions, Non-competition and Non-solicitation, which will be taken as a schedule hereto and shall have the same legal effect of this Agreement.

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Party A (seal):	Party B (signature):
Authorized Representative:
Date:	Date:

Agreement on Confidential Information, Invention Transfer, Non-competition and Non-solicitation

Party A:

Party B:

ID No.:

This Agreement on Confidential Information, Invention Transfer, Non-competition and Non-solicitation (“Agreement”) shall take effect upon signing of the Employment Agreement between Party A (“Company”), a limited liability company established and existing under the laws of the People’s Republic of China (“China”), and the individual (“Employee”) who signs at the end of the Agreement. Except as otherwise required by the context, the term “Company” in this Agreement shall also include all subsidiaries, parent companies or affiliates of the Company.

The Employee acknowledges that the Company’s employment of him/her establishes a trust relationship between the Employee and the Company with respect to all confidential information of the Company (as defined below). As a consideration and a condition of employment and payment of salaries and benefits by the Company (the adequacy of which has been confirmed here), the Employee agrees to the following terms:

1. Confidential Information

(a) Confidentiality. Except as otherwise provided in this Agreement, the Employee agrees that during and after the employment with the Company, he/she (i) shall keep confidential of all confidential information (as defined below) and shall not directly or indirectly use, reveal, make public or disclose in other ways or allow other parties to disclose any aspect of the confidential information without prior written consent of the Company; (ii) shall not take any action or behavior that is reasonable or foreseeable to affect the confidentiality or exclusivity of the confidential information; and (iii) shall follow suggestions of the confidential information proposed by the Board of Directors, Company’s management or Supervisors at times. “Confidential Information” includes, but not limited to, the Company’s inventions (as defined in Article 3(b) below), trade secrets, confidential information, knowledge or data, or any of the Company’s clients, customers, consultants, shareholders, licensees, licensors, suppliers or affiliates, including but not limited to business plans, records and transactions; profiles and the list of clients; special customer matters; sales practices; methods and techniques; sales concepts, strategies and plans; source of goods and suppliers; special business relationships with suppliers, agents and brokers; promotional materials and information; financial matters; merger; acquisition; equipment, technology and process; selective human resources affairs; invention; improvement; product specifications; process; pricing information; intellectual property; exclusive knowledge; technical data; software programs; algorithms; operating and production costs; process; designs; formulation; creativity; plans; devices; materials; and other similar confidential matters that may be produced, obtained or otherwise acquired or contacted by the Employee during his/her employment with the Company (whether occurring before or after the effective date of this Agreement). All confidential information and physical materials containing confidential information are the exclusive property of the Company. The Employee agrees that the Company is not obligated to pay any compensation for any of the Employees’ obligations under this Article 1.

(b) Limitations. The Employee is not obligated under this Agreement to keep the following information confidential; (i) information in the public domain at the time of disclosure; (ii) information, although initially confidential, entering into the public domain thereafter not because the Employee violates the obligations under this Agreement or confidentiality obligations of any other individual or entity; or (iii) information that was known to the Employee before the Company made any disclosure to him/her as demonstrated by documented evidences.

(c) Former employer information. The Employee agrees that in the period of his/her employment he/she has not and shall not: (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other individual or entity (the Employee ever reached an agreement with such individual or entity or is obligated for such individual or entity to keep confidentiality of the information obtained, if any), (ii) bring any documents, or confidential or proprietary information of the above employer, individual or entity to the Company premises unless agreed in writing by the above employer, individual or entity. In the event of any claims, liabilities, damages and expenses, including reasonable counsel fees and legal costs, arising out of or relating to the violation of the foregoing provisions, the Employee shall compensate the Company for such claims, liabilities, damages and expenses and protect the Company from damages.

(d) Third party information. The Employee recognizes that the Company may have received or will receive third parties’ confidential or proprietary information and the Company is obligated to keep such information confidential and use it only for limited purposes. The Employee agrees that he/she is obligated to the Company and such third parties during and after the termination of the employment with the Company that such confidential and proprietary information shall be kept strictly confidential, such information shall not be disclosed to any individual or organization, and such information shall be used in ways of and for the limited purposes of using the information specified in the agreement reached between the Company and the third parties.

(e) Conflict activities. During employment with the Company, the Employee shall not serve as an employee or a consultant of any other organizations or carry out any other activities that conflict with the Employee’s obligations to the Company without the prior written consent of the Company.

2. Return of Confidential Materials

Where the Employee terminates the employment relationship with the Company for any reason, the Employee agrees to immediately submit and deliver to the Company any records, materials, equipment, drawings, documents and data of any nature related to the confidential information or the Employee’s working tasks. The Employee shall not retain or carry with him/her the tangible materials or electronically stored data containing any confidential information or related to the confidential information that are produced, obtained, or accessed during the employment with the Company.

3. Invention

(a) Retention and licensing of inventions. The Employee provides in Schedule 1 a catalogue of all inventions, discoveries, ideas, original works, developments, improvements, technical methods, know-how and trade secrets (collectively referred to as “pre-employment inventions”) which were made prior to the employment with the Company and belong to the Employee, are related to the Company’s intended businesses, products or R&Ds, but have not been transferred to the Company.

The Employee’s failure to provide the above-mentioned catalogue means he/she declares that there is no pre-employment invention. Where during the employment with the Company, the Employee applies a pre-employment invention owned or the rights of which owned by him/her to a Company’s product, process or machine, the Company is therefore granted and shall obtain a non-exclusive, royalty-free, irrevocable and permanent license that is valid worldwide. Under this license, the Company may take such pre-employment invention as part of such products, processes or machines, or manufacture, entrust others to manufacture, modify, use and sell such pre-employment invention in conjunction with such products, processes or machines.

(b) Transfer of invention. The Employee hereby acknowledges and agrees that for all inventions, discoveries, ideas, designs, copyrightable works, original works, developments, improvements, concepts, technical methods, know-how, trade secrets and other productions or projects containing any intellectual property right of the Employee, whether patentable or may be registered under the laws of any country, whether can be put into practice or fabricated or imagined by the Employee, whether completed by the Employee alone or conceived and completed together with others (a) during the employment of the Employee that are: (i) in any way related to the Company’s foreseeable businesses, works, R&Ds; or (ii) completed by the Employee partly or entirely during the Employee’s working hours or with the Company’s equipment, materials, facilities, or confidential information; or (iii) resulted from the assignment of the Company to the Employee, or the Employee’s performance of his/her work or duties, and (b) all of the above-mentioned inventions (hereinafter collectively referred to as “inventions”) related to any of the Employee’s activities during the employment with the Company within one (1) year after termination of the Employee’s employment relationship with the Company, the Company is entitled to full, absolute and exclusive rights, proprietorship and interests. The Employee hereby transfers any rights, proprietorship or interests in any invention (if any) to the Company. Where the Employee fails to transfer the rights, proprietorship or interests in such inventions to the Company, the Employee hereby grants the Company an exclusive, royalty-free, transferable, irrevocable license that is applicable worldwide (including the right to re-license of multi-layer sublicense), under which the Company may execute such non-transferable rights, proprietorship or interests. Where the Employee fails to transfer the rights, proprietorship or interests of such invention to the Company, nor grant the Company a license, the Employee hereby irrevocably waives the right to make a claim against the Company or any successor of the Company with respect to such non-transferable or non-licensable rights, proprietorship or interests and agrees that such claim will never be filed.

(c) Disclosure and record of the invention. For any invention, the Employee agrees that (i) whether the Employee believes that the invention under this Agreement shall be protected by the Chinese Patent Law, the Chinese Copyright Law or other laws and regulations, in order to protect the Company’s rights under this Agreement, the Employee shall immediately disclose the invention in secret written form to his/her direct supervisor in the Company and send the disclosure document to the Chairman of the Company; and (ii) upon the request of the Company, the Employee shall immediately sign a written invention transfer agreement to transfer the proprietorship related to the invention to the Company and treat the invention confidential. The Employee agrees to keep up-to-date and complete written records of all inventions with his/her signature on the records during the employment with the Company. Such records shall be in the form of notes, sketches, drawings and other formats or forms as may be specified by the Company at times. Such records are accessible to the Company and are always exclusively owned by the Company.

(d) Patent and copyright registration. The Employee agrees to assist the Company or its designee in obtaining the Company’s rights of invention as well as all copyright, patent, integrated circuit layout design rights or other intellectual property rights related to the invention in any and all countries in any proper manners, including disclosing to the Company all relevant information and data, and signing all applications, instructions, declarations, transfer agreements, and all documents that the Company considers necessary to apply for and obtain the above rights, transfer to the Company, its successors, assignees or designees the exclusive rights, proprietorship and interests of the above invention, and all relevant copyright, patent, integrated circuit layout design rights or other intellectual property rights, but all costs associated with it are borne by the Company. The Employee further agrees that the obligation of signing or entrusting others to sign any of the above documents within the scope of having the right to entrust others to sign shall be effective after the termination of this Agreement. Where the Company applies for patent or copyright registration in China or other countries with respect to the invention or original work assigned to the Company in accordance with the above Articles, the Employee hereby irrevocably designates and appoints the Company and its duly authorized senior staff and agents as his/her agent or representative to sign any of the above applications and take all other legally permitted actions on behalf of him/her to facilitate the filing and issuance of patent certificates or copyright registrations for inventions or original works. The above agent’s act of agency is as effective as the Employee himself/herself.

(e) Reward, remuneration and other rights. The Employee hereby agrees that the Company may reward the Employee for his/her invention in accordance with the Company’s incentive policy. The Employee understands that such reward and the remuneration paid by the Company under the Employment Agreement entered into between the Company and the Employee represents the entirety of the rewards and remuneration that the employee is entitled to for the invention (including but not limited to “reward” and “reasonable remuneration” provided in Article 16 of the Patent Law of the People’s Republic of China). The Employee hereby irrevocably waives the right to require the Company to pay any other reward or remuneration for any invention, whether or not the Company implements or licenses the invention, or whether the Company obtains profits, royalties or license fees from such inventions. The Employee hereby irrevocably waives any remaining rights (including but not limited to the priority set forth in the Chinese Contract Law) that the Employee may have in the invention when the Company sells, transfers or otherwise disposes the invention.

4. Non-competition Obligations

Whereas the Employee will be exposed to the confidential information of the Company (or the entities in close cooperation with the Company) and the Employee’s work involves the trade secrets of the Company (or the entities in close cooperation with the Company), the Employee agrees to perform the obligations under this Article and confirms that such obligations are applicable to him/her in accordance with applicable laws and regulations (including but not limited to the Labor Contract Law of the People’s Republic of China). The Employee agrees not to directly or indirectly participate as an employee, consultant or other roles in the development, operation or sale of the technology or product-related businesses (including the Employee’s own business) that are the same as or similar to those businesses that the Company develops, operates or sells, nor engage in other services that are the same as or similar to those of the Company (or the entities in close cooperation with the Company), nor participate directly or indirectly in the long-term rental business as an employee, consultant or other roles. The Company agrees to pay the Employee the statutory non-competition compensation in accordance with the applicable laws at the time of termination or expiration of this Agreement. Where the applicable law does not stipulate the minimum non-competition compensation then, the two parties hereby agree that 20% of the monthly basic salary (excluding bonus) before the Employee’s termination of the employment shall be the monthly non-competition compensation.

The Employee agrees to submit to the Company all supporting materials required by the Company (including but not limited to the employment certificate issued by the new employer) to verify his eligibility to receive such non-competition compensation. On the Company’s satisfaction with the certification materials, the non-competition compensation will be paid to the Employee on a monthly basis during the non-competition period (24 months). Where the Employee violates the non-competition obligations of this Article, he/she hereby agrees to pay damages to the Company in an amount equivalent to 48 months of the monthly non-competition compensation. Where the damages are insufficient to fully cover the losses suffered by the Company, the Employee agrees to compensate the Company for the remaining of the losses caused to the Company. This Article does not in any way limit other remedies available to the Company under the applicable laws or contract.

The Employee agrees that the company has the right, at its sole discretion, to choose to pay the statutory compensation for the Employee’s non-competition obligation or to exempt the Employee from such obligations. Where a court of competent jurisdiction or a legally constituted arbitral tribunal determines that any provision of this Article is unenforceable due to its long duration, the broad geographic coverage or the extensive scope of the activities covered, the provisions shall be interpreted as valid for the longest duration, the broadest geographic coverage, or the most extensive scope of activities within the executable range.

5. Non-solicitation Obligations

The Employee agrees that during the employment with the Company and within two (2) years after the termination of the Employee’s employment relationship with the Company, either for the Employee him/herself or for any other person or entity, the Employee shall not (i) directly or indirectly tempt, prevail on, encourage any employee of the Company to leave the Company, or hire, employ the Company’s employees, or attempt to tempt, prevail on, encourage any employee of the Company to leave the Company, or attempt to hire, employ the Company’s employees; or (ii) directly or indirectly solicit the businesses from any clients or customers of the Company (except on behalf of the Company), or directly or indirectly lobby or influence clients or customers of the Company to restrict or cancel businesses with the Company. The Employee hereby agrees that the Company shall not pay additional consideration to the Employee for the non-solicitation obligations.

6. Remedies of Breach

The Employee hereby confirms that the Employee’s obligations set forth in this Agreement are reasonable and necessary to protect the legitimate interests of the Company. Where the Employee violates this Agreement, the Employee agrees to indemnify the Company for all incurred losses. The Employee acknowledges that any violation of this Agreement may cause significant and irreparable damages to the Company, so that the financial compensation is not enough to constitute adequate remedies for the Company. Therefore, where the Company reasonably believes that breach of this Agreement has occurred or is likely to occur, the Company, on top of other remedies available to it, is also entitled to obtaining restraining orders and other similar remedies to enforce the provisions of this Agreement.

7. Validity of Agreement

Where a court of competent jurisdiction or a legally constituted arbitral tribunal determines that any provision of this Article is unenforceable due to its long duration, the broad geographic coverage or the extensive scope of the activities covered, the provisions shall be interpreted as valid for the longest duration, the broadest geographic coverage, or the most extensive scope of activities within the executable range.

8. Notification to New Employer

Where this Employment Contract terminates, the Employee hereby agrees and undertakes to notify the new employer of the rights and obligations of the Employee under this Agreement and agrees that the Company will notify the Employee’s new employer of the rights and obligations of the Employee under this Agreement.

9. Warranties and Covenants

The Employee agrees to sign any other relevant documents in order to perform or demonstrate compliance with the terms of this Agreement. The Employee undertakes that he/she will perform in accordance with all the terms of this Agreement and as an employee of the Company, will not violate any confidentiality agreement involving proprietary information obtained by the Employee in a confidential manner or based on trust before being employed by the Company. The Employee warrants that no oral or written agreement that conflicts with this Agreement has been reached and the Employee agrees that no such agreement shall be reached.

10. Dispute Resolution

For any dispute arising out of or related to this Agreement, either Party may, within the time limit prescribed by law, file an arbitration with a competent labor dispute arbitration committee at the place where the Company was established. Subject to the relevant laws and regulations, where one Party refuses to accept the arbitral award within fifteen (15) days after receiving the arbitral award, it may file a lawsuit with the competent people’s court at the place where the Company was established. To the extent permitted by law, a Party may file a lawsuit with or seek relief directly from a competent people’s court at the place where the Company was established after the dispute has occurred without a labor arbitration procedure.

11. Applicable Law

This Agreement shall be governed by the laws of the People’s Republic of China, whereas its conflict of laws principle is not applicable.

12. Entire Agreement

This Agreement sets out the full agreement and understanding of the Company and Employee regarding the subject matter of this Agreement and includes all previous discussions and agreements between the Parties regarding the subject matter. Any amendments or modifications to this Agreement and the waiver of any rights under this Agreement shall not be effective without written agreement between the Parties of this Agreement. Subsequent adjustments to the Employee’s obligations, salaries or remuneration shall not affect the validity or scope of this Agreement.

13. Severability

This Agreement, as an attachment to the Employment Agreement, shall become effective on the effective date of the Employment Agreement. Where one or more of the Articles of this Agreement are found to be invalid by law, the remaining Articles will continue to have full effect.

Party A: (Seal)	Party B (Signature):
Date:	Date:

EX-10.3

Exhibit 10.3

Execution Version

Equity Pledge Agreement

This Equity Pledge Agreement (this “Agreement”) is signed by and among the following parties in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:

(1) Guangjie Jin, a Chinese citizen (ID Card No.: [***])

(2) Bing Xiao, a Chinese citizen (ID Card No.: [***])

(3) Xiamen Siyuan Investment Management Co., Ltd.

Registered address: Section B, Room 365, 859 Lianqian West Road, Siming

District, Xiamen City

Legal representative: Xuejun Xie

(The parties mentioned in Items 1, 2 and 3 above, collectively as the “Pledgors”)

(4) Shanghai Qingke Investment Consulting Co., Ltd. (the “Pledgee”)

Registered address: Room C4, F/2, Building No.2, 317 Meigui North Road,

China (Shanghai) Free Trade Pilot Area

Legal representative: Guangjie Jin

(5) Shanghai Qingke E-commerce Co., Ltd. (the “Company”)

Registered address: Section A, F/3, Building No.1, 1288 Boxue Road, Malu

Town, Jiading District, Shanghai

Legal representative: Guangjie Jin

(The above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

WHEREAS:

(1) The Pledgors are the registered shareholders of the Company and lawfully hold 100% equity of the Company (the “Pledged Equity”), in which Guangjie Jin holds 74.53%, Bing Xiao 10.47%, and Xiamen Siyuan Investment Management Co., Ltd 15%.

(2) In accordance with the provisions of the Exclusive Option Agreement (“Option Agreement”) concluded by and among the Pledgors, the Pledgee and the Company on the date of this Agreement, the Pledgors shall, to the extent permitted by the Laws of China, transfer all or part of the equity they hold in the Company and/or all or part of assets of the Company to the Pledgee and/or any other entity or individual designated by the Pledgee at the request of the Pledgee,.

(3) In accordance with the provisions of the Shareholder Voting Proxy Agreement (the “Entrustment Agreement”) concluded by and among the Pledgors, the Pledgee and the Company on the date of this Agreement, the Pledgors entirely entrusts the individual designated by the Pledgee to exercise all the voting rights the Pledgors have as the shareholders of the Company.

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(4) In accordance with the provisions of the Exclusive Technical Services Agreement (the “Service Agreement”) concluded by and among the Pledgee and the Company on the date of this Agreement, the Company has exclusively engaged the Pledgee to provide relevant consultancy, technical licensing and technical support services for it, and will pay the corresponding licensing and service fees for such services.

(5) To guarantee the Pledgors and the Company’s performance of the Contractual Obligations (as defined below) and the repayment of the Guaranteed Liabilities (as defined below), the Pledgors agree to pledge all the Pledged Equity held by them to the Pledgee, and grant the Pledgee the first priority of repayment, and the Company agrees to such equity pledge arrangement.

THEREFORE, the Parties, through mutual discussion, have reached the agreement as follows:

Article 1      Definition

1.1 Unless the context requires otherwise, the following words shall have the following meanings when used herein:

“Contractual Obligations”:

refer to Contractual Obligations of the Pledgors under the Option Agreement, the Entrustment Agreement and this Agreement, as well as all Contractual Obligations of the Company under the Option Agreement, the Entrustment Agreement and the Service Agreement.

“Event of Default”:

refers to the breach of any Contractual Obligation under the Entrustment Agreement, the Option Agreement and/or this Agreement by any Pledgor, as well as the breach of any Contractual Obligations under the Entrustment Agreement, the Service Agreement, the Option Agreement and/or this Agreement by the Company. including but not limited to any of the following events: (i)  The Pledgor fails to fulfill or repay in full and on time any of its Guaranteed Liabilities under the Option Agreement, the Entrustment Agreement or this Agreement; (ii)  The Company fails to fulfill or repay in full and on time any of its Guaranteed Liabilities under the Option Agreement, the Entrustment Agreement, the Service Agreement and this Agreement; (iii)   Any representations or warranties made by the Pledgor hereunder is false, fraudulent, misleading or incorrect; (iv) The Pledgor breaches any commitment under this Agreement;

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	(v)   The Pledgor violates any other provisions of this Agreement; (vi) Any external loan, guarantee, indemnity, undertaking or other liabilities undertaken by the Pledgor (a) encounters request for early repayment or performance; or (b) expires but the Pledgor fails to repay or perform as scheduled, in each case, causing the Pledgee to reasonably believe that the ability of the Pledgor to fulfill its obligations hereunder has been materially adversely affected: (vii)  Any property owned by the Pledgor encounters material adverse change, causing the Pledgee to reasonably believe that the ability of the Pledgors to fulfill its obligations hereunder has been materially adversely affected; (viii)  The successor or administrator of the Pledgor cannot fully perform, or refuse to perform, any of its obligations under the Transaction Agreements; (ix) The Pledgors, without prior consent of the Pledgee, revoke the Equity Pledge, or sell or transfer any Pledged Property to a third party; or (x)   The Company has lost its ability to pay off its debts.
“Equity Pledge”:	has the meaning set out in Article 2.2 hereof.
“Guaranteed Liabilities”:	refer to all direct, indirect, derivative loss and anticipated loss of interest suffered by the Pledgee as a result of any Event of Default by the Pledgors and/or the Company, (the amount of which shall be determined by the Pledgee at its own discretion to the extent permitted by the Laws of China, and the Pledgee shall be totally bound by), as well as all expenses incurred by the Pledgee to enforce the Pledgors and/or the Company to perform their Contractual Obligations.
“Pledged Property”:	refers to all Pledged Equity legally owned by the Pledgors at the time of the entry into force of this Agreement and pledged to the Pledgee in accordance with the provisions of this Agreement as guarantee for the performance of the Contractual Obligations by the Pledgors and the Company (the Pledged Equity of the Pledgors and the certificate of contribution are set out in Appendix I), as well as the additional capital contribution and dividend as referred to in Articles 2.6 and 2.7 hereof.

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“Laws of China”:	refer to the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding normative documents of China in force at that time.
“Power of Attorney”:	has the meaning set out in Article 15.12 hereof.
“The Rights”	have the meaning set out in Article 15.7 hereof.
“Transaction Agreements”:	refers to the Option Agreement, the Entrustment Agreement and the Service Agreement.

1.2 Any reference to the Laws of China herein shall be deemed to:

(1) be the Laws of China as amended, modified, added and re-enacted from time to time, whether they take effect before or after the date hereof; and

(2) include other decisions, notifications and regulations formulated in accordance with, or take effect as a result of, the Laws of China.

1.3 Unless otherwise specified herein, any reference to article, clause or provision shall mean the article, clause or provision of this Agreement.

Article 2      Equity Pledge

2.1 The Pledgors hereby agree to pledge the Pledged Property legally owned and entitled to dispose of by them to the Pledgee in accordance with the provisions hereof as a guarantee of the performance of the Contractual Obligations and the repayment of the Guaranteed Liabilities. The Company hereby agrees that such Pledgors pledge the Pledged Property to the Pledgee in accordance with the provisions hereof.

2.2 The Pledgors undertake that they shall record the equity pledge arrangement hereunder (the “Equity Pledge”) in the register of members of the Company on the date hereof, and shall provide the said recorded certificate and the original certificates of capital contribution to the Pledgee in the form satisfactory to the Pledgee, and shall complete the industrial and commercial registration of Equity Pledge in accordance with the provisions of Article 2.3.

2.3 The Pledgors undertake that it will cause and cooperate with the Company to submit an application to the relevant industrial and commercial registration authorities for the registration of the Equity Pledge (the “Registration of Equity Pledge”) within seven (7) working days after the date hereof, and shall complete the Registration of Equity Pledge within a reasonable time to the extent permitted by relevant laws and policies, and the Equity Pledge will take effect on the date of the completion of the Registration of Equity Pledge. The Pledgors shall, within fifteen (15) days from the date hereof or other period as agreed by all Parties, provide the Pledgee with the certificate of industrial and commercial registration of the Equity Pledge and the certificate of contribution of the Pledgors, which shall be placed in the custody of the Pledgee during the pledge period stipulated herein.

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2.4. During the term hereof, the Pledgee shall not be liable for any reduction in the value of the Pledged Property, unless it is due to the Pledgee’s intentional misconduct or gross negligence which directly leads to the result, and the Pledgors shall not be entitled to any form of recourse or claim against the Pledgee. If there is any possibility that the value of the Pledged Property will be reduced significantly which may sufficiently endanger the rights of the Pledgee, the Pledgee may at any time request the Pledgors to provide relevant guarantees as a supplemental security. If the Pledgors refuse to provide or fails to provide the same, the Pledgee may sell or sell by auction the Pledged Property on behalf of the Pledgors, and negotiate with the Pledgors as to the use of the proceeds from the auction or sale for the early repayment of the Guaranteed Liabilities or deposit them with the notary office in the place where the Pledgee is located (all the expenses arising therefrom shall be borne by the Pledgors).

2.5 In case of any Event of Default, the Pledgee shall have the right to dispose of the Pledged Property in the manner specified in Article 4 hereof.

2.6 The Pledgors may increase the capital of the Company with prior consent of the Pledgee. The increased amount of capital contribution of the Pledgors due to such capital increase shall be regarded as a Pledged Property as well. In case of any change of Equity Pledge (including but not limited to the said capital increase), the Company shall, and the Pledgors shall cause the Company to, enter such change in the register of members of the Company within the day of change, and complete the procedures for the registration of change with relevant industrial and commercial authority within fifteen (15) days after the change or other periods as agreed by all Parties, and provide the Pledgee with the certificate of such registration, which shall be placed in the custody of the Pledgee during the pledge period specified herein.

2.7 The Pledgors may receive a dividend or profit distribution on the Pledged Property with prior consent of the Pledgee. Such dividend or profit distribution received by the Pledgors on the Pledged Property shall be deposited in the account designated by the Pledgee and supervised by the Pledgee, and will be regarded as a Pledged Property to be used for repaying the Guaranteed Liabilities in the first place.

2.8 In the case of any Event of Default, the Pledgee shall have the right to dispose of any Pledged Property of any Pledgor in accordance with the provisions hereof.

Article 3      Release of Pledged Property

After the Pledgors and the Company have fully fulfilled all Contractual Obligations and repaid all the Guaranteed Liabilities, the Pledgee shall, at the request of the Pledgors, release the Pledged Property hereunder, and cooperate with the Pledgors to deregister the Equity Pledge in the register of members of the Company and in the relevant industrial and commercial authority. All reasonable expenses arising from the release of the Pledged Property shall be borne by the Pledgors.

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Article 4      Disposal of Pledged Property

4.1 If the Pledgors are aware of or ought to be aware of any Event of Default that has occurred or any circumstances that may lead to such Event of Default, the Pledgors shall immediately notify the Pledgee in writing.

4.2 The Pledgors and the Pledgee hereby agree that, in the occurrence of any Event of Default, the Pledgee, after serving the Pledgors a written notice, shall have the right to exercise all the rights and powers of relief enjoyed by it under the Laws of China, the Transaction Agreements and this Agreement, , including but not limited to getting repaid in priority by discounting, auctioning or selling the Pledged Property. The Pledgee shall not be liable to any loss caused by the reasonable exercise of such rights and powers.

4.3 The Pledgee shall have the right to appoint its lawyer or other agent in writing to exercise any and all of the said rights and powers, and the Pledgor shall not object to the same.

4.4 All reasonable expenses incurred by the Pledgee in the exercise of any or all of the rights and powers mentioned above shall be borne by the Pledgors, and the Pledgee shall have the right to deduct such expenses in real terms from the proceeds it obtains in the exercise of its rights and powers.

4.5 Proceeds obtained by the Pledgee in the exercise of its rights and powers shall be used in the following order:

First, to pay all expenses arising from the disposal of the Pledged Property and the exercise of its rights and powers by the Pledgee (including but not limited to the fees of the court and the remuneration of its lawyer and agent):

Second, to pay the taxes and fees arising from the disposal of the Pledged Property; and

Third, to repay the Guaranteed Liabilities to the Pledgee.

If there is any balance after deduction of the said amount, the Pledgee shall return it to the Pledgors or any other person who is entitled to it in accordance with relevant laws and regulations, or deposit it with the notary office in the place where the Pledgee is located (all the expenses arising therefrom shall be borne by the Pledgors).

4.6 The Pledgee shall have the right to choose to exercise each remedy for the Event of Default simultaneously or successively. The Pledgee shall not be required to exercise any other remedy for the Event of Default before exercising the right to sell or sell by auction the Pledged Property hereunder. Neither the Pledgors nor the Company shall object to whether or not the Pledgee exercises part of its rights over the Pledged Property or the order in which he exercises its rights over the Pledged Property.

Article 5      Expenses and Costs

All actual expenses incurred by the establishment of the Equity Pledge hereunder, including but not limited to stamp duties, any other taxes and all legal expenses, shall be borne by the Pledgors.

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Article 6      Continuity and Non-waiver

The Equity Pledge created hereunder is a continuous guarantee and its validity shall continue until the Contractual Obligations are fully fulfilled or the Guaranteed Liabilities are fully repaid. Neither the Pledgee’s waiver or grace of any breach by the Pledgors, nor the Pledgee’s delay in exercising any of its rights hereunder shall affect the Pledgee’s right to require the Pledgors to strictly enforce the Transaction Agreements and this Agreement at any time thereafter, or any right the Pledgee may enjoy in case of the Pledgors’ subsequent breach of their obligations under the Transaction Agreements and/or this Agreement, both in accordance with this Agreement, relevant Laws of China’s and the Transaction Agreements.

Article 7      Representations and Warranties of the Pledgors

Each Pledgor hereby makes representations and warranties to the Pledgee as follows:

7.1 It is a Chinese citizen with full capacity (in case it is a natural person) or an enterprise duly registered and legally existing under the Laws of China and with independent qualification of a legal person (in case it is an enterprise). It has full and independent legal status and legal capacity and has been duly authorized to execute, deliver and perform this Agreement, and can independently act as a subject of an action.

7.2 The company in which it holds shares is a limited liability company duly registered and legally existing under the Laws of China, and with independent qualification of a legal person. It has full power and authority to execute and deliver this Agreement and all other documents related to the transactions contemplated hereunder that it will execute, and to complete the transactions contemplated hereunder. Shareholders of the Company has passed, in shareholders meeting, a resolution in accordance with the Company’s articles of association, approving the Pledgors to pledge the Pledged Equity in accordance with the provisions hereof.

7.3 All reports, documents and information provided by it to the Pledgee before the date hereof in connection with it and all matters required hereunder are true, accurate and valid in all material respects as of the date hereof.

7.4 All reports, documents and information provided by it to the Pledgee after the date hereof in connection with it and all matters required hereunder are true, accurate and valid in all material respects at the time when it is provided.

7.5 At the time of entry into force of this Agreement, it is the sole legal owner of the Pledged Property it owns, and has the right to dispose of such Pledged Property or any part thereof, and there is no dispute concerning the ownership of such Pledged Property.

7.6 There is no encumbrance or third party interest on the Pledged Property, other than the encumbrance created hereunder and the interests created under the Transaction Agreements.

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7.7 The Pledged Property can be pledged and transferred in accordance with the law, and it has full rights and powers to pledge the Pledged Property to the Pledgee in accordance with the provisions hereof.

7.8 This Agreement, once duly executed by it, shall constitute a lawful, effective and binding obligation on it.

7.9 All necessary consent, license, waiver or authorization of any third party, or any approval, license or waiver of any government authority, or any registration or filing procedures with any government authority (if required by law) for the purpose of execution and performance of this Agreement and the Equity Pledge hereunder have been obtained or completed (except for the procedures for Registration of Equity Pledge), and will be fully effective during the term hereof.

7.10 The execution and performance of this Agreement by it will not violate or conflict with the applicable laws, or any agreement, court judgment, arbitral award or administrative decision to which it is a party or by which its assets are bound by.

7.11 The Equity Pledge hereunder shall constitute a first-order security interest over the Pledged Property.

7.12 There is no pending, or, to the knowledge of it, threats of action, legal proceedings or claim brought to any court, arbitration tribunal, governmental or administrative entity against it, its assets or the Pledged Property, which will have a material or adverse impact on its economic condition or its ability to perform its obligations and guarantees hereunder.

7.13 It hereby undertakes to the Pledgee that the above representations and warranties are true and accurate and will be fully complied with at any time before the Contractual Obligations are fully fulfilled or the Guaranteed Liabilities are fully repaid.

Article 8      Representations and Warranties of the Company

The Company hereby makes the representations and warranties to the Pledgee as follows:

8.1 It is a limited liability company duly registered and legally existing under the Laws of China and with independent qualification of a legal person. It has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a subject of action.

8.2 All reports, documents and information provided by it to the Pledgee before the date hereof in connection with the Pledged Property and all matters required hereunder are true and accurate in all material respects as of the date hereof.

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8.3 All reports, documents and information provided by it to the Pledgee after the date hereof in connection with the Pledged Property and all matters required hereunder are true and accurate in all material respects at the time when it is provided.

8.4 This Agreement, once duly executed by it, shall constitute a lawful, effective and binding obligation on it.

8.5 It has full power and authority to execute and deliver this Agreement and all other documents related to the transactions contemplated hereunder that it will execute, and to complete the transactions contemplated hereunder.

8.6 There is no pending, or, to the knowledge of it, threats of action, legal proceedings or claim brought to any court, arbitration tribunal, governmental or administrative entity against it, its assets or the Pledged Property, which will have a material or adverse impact on its economic condition or its ability to perform its obligations and guarantees hereunder.

8.7 It hereby agrees to be jointly and severally liable to the Pledgee for the representations and warranties made by the Pledgors under Articles 7.3, 7,4, 7.5, 7.8 and 7.11 hereof.

8.8 It hereby undertakes to the Pledgee that the above representations and warranties will be true and accurate and will be fully complied with at any time before the Contractual Obligations are fully fulfilled or the Guaranteed Liabilities are fully repaid.

Article 9      Undertakings of the Pledgors

Each Pledgor hereby undertake to the Pledgee that:

9.1 For the purpose hereof, it shall submit an application for the Registration of Equity Pledge to relevant industrial and commercial authority in accordance with the provisions of Article 2.3 hereof, and complete the registration of Equity Pledge and any other procedures as required by laws and regulations to effect the arrangement hereunder within a reasonable time to the extent permitted by relevant laws and policies.

9.2 It undertakes that it will do its utmost to complete the registration procedures for the extension of the operating term of the Company within three (3) months before the expiration of such operating term, so as to maintain the validity of this Agreement.

9.3 It shall ensure that the convening procedures, voting methods and contents of any shareholders meeting or board meeting convened for the purpose of the execution of this Agreement or the creation and exercise of the Equity Pledge do not violate laws, administrative regulations or the articles of association of the Company.

9.4 Without prior written consent of the Pledgee, it shall not re-create or permit the creation of any new pledge or any other encumbrance on the Pledged Property. Any pledge or any other encumbrance created on the Pledged Property or any part thereof without prior written consent of the Pledgee shall be invalid.

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9.5 Without prior written consent of the Pledgee, it shall not transfer the Pledged Property, and all such intended transfer shall be invalid. The proceeds from the Pledged Property transferred by it shall be first used to early repay the Guaranteed Liabilities or deposited with a third party agreed by the Pledgee.

9.6 It undertakes that, in the event of any lawsuit, arbitration or other claim that may adversely affect it, or the interests of the Pledgee under the Transaction Agreements and this Agreement, or the Pledged Property, it will notify the Pledgee in writing in a timely manner and take all necessary measures at the reasonable request of the Pledgee to secure the Pledgee’s right over the Pledged Property.

9.7 It shall not use, or allow others to use, the Pledged Property in any act or event contrary to the laws or this Agreement.

9.8 It further agrees that the rights of the Pledgee hereunder shall not be interrupted or impaired through legal proceedings by it or any its successor, agent or any other person.

9.9 It will not engage in or permit any conduct or act that may adversely affect the interests of the Pledgee under the Transaction Agreements and this Agreement or the Pledged Property.

9.10 It hereby undertakes to abide by and fulfill any and all its warranties, undertakings, agreements, representations and conditions under the Transaction Agreements. If it fails to fulfill, or fails to fully fulfill, such warranties, undertakings, agreements, representations and conditions, it shall compensate the Pledgee for all losses incurred thereby.

9.11 It undertakes to, and will cause the other parties interested in the Pledged Property to, take all necessary measures and execute all necessary documents (including but not limited to any supplementary agreement of this Agreement, certificates of rights and contract) at the reasonable request of the Pledgee, and facilitate the Pledgee’s exercise of the rights and authorizations conferred hereunder, so as to secure the Pledgee’s interest over the Pledged Property and the exercise and realization of the Rights.

9.12 In case the exercise of right over the Pledged Property results in the transfer of the Pledged Property, it will waive the right of first refusal over the Pledged Property and will take all necessary measures to achieve such transfer.

9.13 If the Company is subject to any mandatory dissolution or liquidation under the applicable laws, any proceeds distributed to it after the Company is dissolved or liquidated in accordance with the law shall be given to the Pledgee or the entity/individual designated by the Pledgee to the extent permitted by the Laws of China.

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Article 10      Undertakings of the Company

10.1 For all necessary consent, license, waiver or authorization of any third party, or any approval, license or waiver of any government authority, or any registration or filing procedures with any government authority (if required by law) for the purpose of execution and performance of this Agreement and the Equity Pledge hereunder, it will do its utmost to assist obtaining or completing, and maintaining their full validity during the term hereof.

10.2 Without prior written consent of the Pledgee, it will not assist the Pledgors in creation of, or allow the Pledgors to create any new pledge or any other encumbrance on the Pledged Property.

10.3 Without prior written consent of the Pledgee, it will not assist the Pledgors in transferring, or allow the Pledgors to transfer, the Pledged Property.

10.4 It undertakes that, in the event of any lawsuit, arbitration or other claim that may adversely affect it, or the Pledged Equity, or the interests of the Pledgee under the Transaction Agreements and this Agreement, it will notify the Pledgee in writing in a timely manner and take all necessary measures at the reasonable request of the Pledgee to secure the Pledgee’s right over the Pledged Property.

10.5 It undertakes that it will do its utmost to complete the registration procedures for the extension of its operating term within three (3) months before the expiration of the operating term, so as to maintain the validity of this Agreement.

10.6 It will not engage in or permit any conduct or act that may adversely affect the interests of the Pledgee under the Transaction Agreements and this Agreement or the Pledged Property, including but not limited to any conduct or act restricted by Article 9.

10.7 It shall, within the first month of each calendar quarter, provide the Pledgee with its financial statements of the previous calendar quarter, including but not limited to balance sheets, income statement and statement of cash flows.

10.8 It undertakes to, at the reasonable request of the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to any supplementary agreement of this Agreement), to secure the Pledgee’s interest over the Pledged Property and the exercise and realization of the rights.

10.9 If the exercise of right over the Pledged Property hereunder results in the transfer of the Pledged Property, it undertakes to take all necessary measures to achieve such transfer.

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Article 11      Change of Condition

As a supplement and not contrary to any other provisions of this Agreement and the Transaction Agreements, if at any time the Pledgee believes that the maintenance of the validity of this Agreement, the Pledged Property hereunder and/or the disposal of the Pledged Property in the manner specified herein becomes unlawful or contrary to the laws, regulations or rules of China, due to any promulgation of or change in such laws, regulation or rules, or any change in the interpretation or application of such laws, regulation or rules, or any change in relevant registration procedures, the Pledgors shall immediately take all necessary action and/or execute all necessary agreement or other documents according to the written instruction and at reasonable request of the Pledgee, to:

(1) maintain the validity of this Agreement and the Pledged Property hereunder:

(2) facilitate the disposal of the Pledged Property in the manner specified herein; and/or

(3) maintain or realize the intention of this Agreement or the pledge created hereunder.

Article 12      Effectiveness and Term

12.1 This Agreement shall enter into force upon the satisfaction of all the following conditions:

(1) This Agreement has been duly executed by the Parties;

(2) The Equity Pledge hereunder has been recorded in the register of members of the Company in accordance with law.

The Pledgors shall provide the Pledgee with the recorded certificate with respect to the said entries of the Equity Pledge in the register of members in the form satisfactory to the Pledgee, and upon the entry into force of this Agreement and to the extent permitted by the Laws of China, provide the Pledgee with the pledge certificate issued by relevant industrial and commercial authority at the request of the Pledgee.

12.2 The term of this Agreement shall remain effective until the full completion of Contractual Obligations or the full payment of Guaranteed Liabilities.

Article 13      Notice

13.1 All notice, request, demand and other communication required or sent under this Agreement shall be served in writing to the Party concerned.

13.2 The above notice and other communications, if sent by fax or telex, shall be deemed to have been served once it is delivered; if sent in person, shall be deemed to have been served once it is delivered face-to-face; if sent by post, shall be deemed to have been served five (5) days after posting.

Article 14      Confidentiality

14.1 Whether or not this Agreement is terminated, all Parties shall abide by confidentiality obligations with respect to the following information:

(1) The execution, performance and contents of this Agreement;

(2) The business secrets, know-how and customer information of the Pledgee that it gets knowledge of or obtains due to its execution and performance of this Agreement (the “Confidential Information”).

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Each Party shall use such Confidential Information only for the purpose of fulfilling its obligations hereunder, and shall not disclose the Confidential Information to any third party without written consent of the other Parties; otherwise it shall be accountable for the liability of breach of the Agreement and be liable to any loss resulting therefrom.

14.2 After the termination of this Agreement, each Party shall return, destroy or otherwise dispose of all documents, data or software containing Confidential Information at the request of the other Parties, and cease to use such Confidential information.

Article 15      Miscellaneous

15.1 The Pledgee may transfer any of its rights and/or obligations hereunder to any third party without prior consent of the Pledgors, provided that the Pledgor has been notified of such arrangement in advance. However, the Pledgors shall not transfer any of its rights, obligations or liabilities hereunder to any third party without prior written consent of the Pledgee. The successor of each Pledgor (including but not limited to the successors of the Pledged Property in case any of the Pledgors dies (as a natural person) or goes bankrupt (as an enterprise)) or the permitted transferee (if any) of each Pledgor shall continue to perform the obligations of the Pledgor hereunder.

15.2 The amount of the Guaranteed Liabilities determined by the Pledgee at its own discretion when exercising its right over the Pledged Property in accordance with the provisions hereof shall be deemed conclusive.

15.3 This Agreement is made in Chinese and in sextuplicate, with each Party holding one (1) of them and the last one (1) for the purpose of registering the Equity Pledge with relevant industrial and commercial authority, all of which shall have the same legal effect.

15.4 The execution, validity, performance, modification, interpretation and termination of this Agreement shall be governed by the Laws of China.

15.5 Any dispute arising out of or in connection with this Agreement shall be settled by all Parties through negotiation. If such negotiation fails to reach an agreement within thirty (30) days after the dispute arises, either Party may file the dispute with the Shanghai International Economic and Trade Arbitration Commission for arbitration by three arbitrators appointed in accordance with the then effective rules of the arbitration center. The arbitral award shall be conclusive and binding upon all Parties.

15.6 Any rights, powers and remedies granted to each Party by any provision hereof shall not preclude any other rights, powers or remedies enjoyed by the Party pursuant to law and other provisions hereof, nor the exercise of any rights, powers and remedies by either Party shall preclude the exercise of any other rights, powers and remedies by such Party.

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15.7 Any failure or postpone by either Party to exercise any of its rights, powers and remedies hereunder (the “Rights”) shall not constitute the waiver by such Party of the Rights, nor any single or partial waiver of the Rights shall preclude any exercise of the Rights in the future.

15.8 The headings of the articles of this Agreement are for reference only and shall not be used or affect the interpretation of such articles.

15.9 Each provision of this Agreement shall be severable and independent of each other. If any provisions of this Agreement become invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions shall not be affected.

15.10 Any amendment or supplement to this Agreement shall be made in writing. Except that the Pledgee transfers its rights hereunder in accordance with Article 15.1, the amendment or supplement hereto shall not take effect unless it is duly signed by the Parties. If any amendment or supplement hereto requires the approval from, or the completion of any registration or filing procedures with any government authority pursuant to the law, the Parties shall obtain such approval and/or complete such procedures accordingly.

15.11 Subject to the provisions of Article 15.1 above, this Agreement shall be binding upon the legitimate successors of all Parties, including but not limited to the successors of the Pledged Property in the case any of the Pledgors dies (as a natural person) or goes bankrupt (as an enterprise).

15.12 Upon the execution of this Agreement, the Pledgors shall execute a Power of Attorney (in the form set out in Appendix hereto, the “Power of Attorney”), entrusting any person designated by the Pledgee (the “Trustee”) to execute on their behalf any and all legal documents necessary for the Pledgee to exercise its rights hereunder. Such Power of Attorney shall be placed in the custody of the Pledgee, and, if necessary, the Pledgee shall have the right to submit such Power of Attorney to government authorities at any time. If and only if the Pledgee gives the Pledgors a written notice of the removal of the Trustee, the Pledgors shall immediately remove the existing Trustee, and entrust other Trustee designated by the Pledgee as a replacement to sign any and all legal documents required for exercising rights granted to the Pledgee under this Agreement. The new Power of Attorney, once issued, shall replace the original Power of Attorney. Except for the circumstance set forth in the preceding sentence, under no circumstances the Pledgors shall revoke the Power of Attorney issue to the Trustee.

(No Body Text Below)

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(This is the signing page of the Equity Pledge Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Shanghai Qingke E-commerce Co., Ltd. (seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                

(This is the signing page of the Equity Pledge Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Guangjie Jin

Signature: /s/ Guangjie Jin                                

(This is the signing page of the Equity Pledge Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Bing Xiao

Signature: /s/ Bing Xiao                                

(This is the signing page of the Equity Pledge Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                

(This is the signing page of the Equity Pledge Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Xiamen Siyuan Investment Management Co., Ltd. (Seal)

(Sealed)

Legal representative: Xuejun Xie

Authorized representative (signature): /s/ Xuejun Xie                                

Appendix I:

Basic Information of the Company

Company name:	Shanghai Qingke E-commerce Co., Ltd.
Registered address:	Section A, F/3, Building No.1, 1288 Boxue Road, Malu Town, Jiading District, Shanghai
Registered capital:	RMB 10 million
Legal representative:	Guangjie Jin
Ownership structure:

Name of shareholders	Amount of contribution to the registered capital (RMB/Yuan)	Proportion of contribution	Way of investment	Pledge registration
Guangjie Jin	7,453,000	74.53%	Currency	To be pledged to Shanghai Qingke Investment Consulting Co., Ltd
Bing Xiao	1,047,000	10.47%	Currency	To be pledged to Shanghai Qingke Investment Consulting Co., Ltd
Xiamen Siyuan Investment Management Co., Ltd.	1,500,000	15.00%	Currency	To be pledged to Shanghai Qingke Investment Consulting Co., Ltd
Total	10,000,000	100%	/	/

(No Body Text Below)

(This is the signing page of the Appendix I: Basic Information of the Company to the Equity Pledge Agreement only)

Shanghai Qingke E-commerce Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                

Date:                     

Register of Members of Shanghai Qingke E-commerce Co., Ltd

This is to certify that,

Guangjie Jin (ID Card No. [***]) has contributed RMB 7.453 million and owned 74.53% of the equity, which is to be pledged in its entirety to Shanghai Qingke Investment Consulting Co., Ltd.

Bing Xiao (ID Card No. [***]) has contributed RMB 1.047 million and owned 10.47% of the equity, which is to be pledged in its entirety to Shanghai Qingke Investment Consulting Co., Ltd.

Xiamen Siyuan Investment Management Co., Ltd (Registered address: Section B, Room 365, 859 Lianqian West Road, Siming District, Xiamen City) has contributed RMB 1.5 million and owned 15% of the equity, which is to be pledged in its entirety to Shanghai Qingke Investment Consulting Co., Ltd.

(No Body Text Below)

(This is the signing page of the Appendix I: Register of Members of Shanghai Qingke E-commerce Co., Ltd to the Equity Pledge Agreement only)

Shanghai Qingke E-commerce Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                

Date:                     

Appendix II:

Form of Power of Attorney

I, Bing Xiao, hereby irrevocably entrust Guangjie Jin ID Card No. [***], as my entrusted agent, with the power and authority to execute all legal documents necessary or useful for Shanghai Qingke Investment Consulting Co., Ltd to exercise its rights under the Equity Pledge Agreement, and complete all procedures for registration with industrial and commercial authorities with respect to the Equity Pledge.

(No Body Text Below)

Signature:                     

Date:                     

EX-10.4

Exhibit 10.4

Execution version

Shareholder Voting Proxy Agreement

This Shareholder Voting Proxy Agreement (this “Agreement”) is signed by and among the follow parties (the “Parties”) in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:

(1) Shanghai Qingke Investment Consulting Co., Ltd. (the “WFOE”)

Registered address: Room C4, F/2, Building No.2, 317 Meigui North Road, China (Shanghai) Free Trade Pilot Area

Legal representative: Guangjie Jin

(2) Shanghai Qingke E-commerce Co., Ltd. (“Qingke E-commerce”)

Registered address: Section A, F/3, Building No.1, 1288 Boxue Road, Malu Town, Jiading District, Shanghai

Legal representative: Guangjie Jin

(3) Guangjie Jin, a Chinese citizen (ID Card No.: [***])

(4) Bing Xiao, a Chinese citizen (ID Card No.: [***])

(5) Xiamen Siyuan Investment Management Co., Ltd.

Registered address: Section B, Room 365, 859 Lianqian West Road, Siming District, Xiamen City

Legal representative: Xuejun Xie

(The parties mentioned in items 3, 4 and 5 above, collectively as “Existing Shareholders.”)

WHEREAS:

1. As of the date hereof, the Existing Shareholders hold 100% equity of Qingke E-commerce, in which Guangjie Jin holds 74.53%, Bing Xiao 10.47% and Xiamen Siyuan Investment Management Co., Ltd 15%.

2. The Existing Shareholders intend to entrust the person designated by the WFOE to exercise their voting rights in Qingke E-commerce, and the WFOE agrees to appoint the person to accept such entrustment.

THEREFORE, the Parties, through friendly consultation, reached the agreement as follows:

Article 1    Entrustment of Voting Rights

1.1 The Existing Shareholders hereby irrevocably undertake that they shall, after the date hereof, sign a Power of Attorney in form and content consistent with those provided in Appendix I and authorize the person then designated by the WFOE (the “Trustee”) to exercise the following rights (the “Entrusted Rights”) enjoyed by the Existing Shareholders as shareholders of Qingke E-commerce in accordance with the then effective articles of association of Qingke E-commerce.

(1) to propose, as the agent of shareholders, to convene and attend the shareholders meeting of Qingke E-commerce in accordance with the articles of association of the company;

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(2) to vote, on behalf of the Existing Shareholders, on the matters to be discussed and decided at the shareholders meeting (including but not limited to appoint, elect and remove the directors and supervisors of Qingke E-commerce; to employ or dismiss the general manager, deputy general manager, financial administrator and other officers; to dispose of the assets of the company, to dissolve or liquidate the company and form a liquidation group on behalf of the Existing Shareholders to exercise the powers during the liquidation period in accordance with law), to sell or transfer all or part of the equity of the Existing Shareholders in Qingke E-commerce;

(3) to propose to convene an extraordinary shareholders meeting;

(4) to exercise any voting rights of shareholders prescribed by law;

(5) to exercise other voting rights of shareholders under the articles of association of Qingke E-commerce (including other voting rights of shareholders after the amendment of the articles of association);

(6) to execute relevant equity transfer agreement and other relevant documents, and go through the procedures of government examination and approval, registration and filing on behalf of the Existing Shareholders, upon the transfer of the equity in Qingke E-commerce by the Existing Shareholders in accordance with the Exclusive Option Agreement as executed by the Parties separately.

To embody the above authorization, the Existing Shareholders shall, as directed by the WFOE from time to time, sign a power of attorney in form and content broadly consistent with the power of attorney in Appendix I hereto.

1.2 The premise of above authorization and entrustment is that the WFOE has agreed to the above authorization and entrustment of the Trustee. Only when the WFOE gives the Existing Shareholders written notice to remove the Trustee, the Existing Shareholders shall immediately cancel the entrustment of the Trustee hereunder and entrust other person then designated by the WFOE to exercise the rights of Trustee. The new authorization will replace the original one as soon as it is made; in addition, the Existing Shareholders may not revoke the entrustment and authorization made to the Trustee.

1.3 The Trustee shall perform the fiduciary obligations in accordance with the law in a prudent and diligent manner within the scope of authorization provided herein; the Existing Shareholders shall recognize and assume the corresponding responsibilities for any legal consequences arising from the exercise of Trustee of the above mentioned Entrusted Rights.

1.4 The Existing Shareholders hereby confirm that the Trustee may exercise the above Entrusted Rights without the prior consent of the Existing Shareholders, except as otherwise provided by Chinese laws. However, the Trustee shall promptly inform the Existing Shareholders after the resolution or the proposal to convene an Extraordinary shareholders meeting is made.

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1.5 The Existing Shareholders hereby confirm that the Trustee is entitled to designate any entity or individual to exercise its Entrusted Rights under Article 1.1 hereof without the consent of the Existing Shareholders.

1..6 The Existing Shareholders hereby undertake that, after the date hereof, they will authorize the Trustee to exercise all the shareholder rights they enjoy in Qingke E-commerce regardless of any change in the shareholding ratio of Qingke E-commerce, and shall not exercise the Entrusted Rights without the consent of the WFOE.

Article 2    Right to Know

For the purpose of exercising the Entrusted Rights hereunder, the Trustee is entitled to know the company operation, business, clients, finance, employees and other relevant information of Qingke E-commerce, and access to relevant materials of Qingke E-commerce (including but not limited to any books, statements, contracts, internal communications, and all minutes and other documents of the Board of Directors relating to finance, business and operations). Qingke E-commerce shall fully cooperate with the same.

Article 3    Exercise of Entrusted Rights

3.1 The Existing Shareholders shall provide sufficient assistance to the Trustee in exercising its Entrusted Rights, including signing the resolution of shareholders meeting or other relevant legal documents made by the Trustee on Qingke E-commerce in a timely manner when necessary ( or to meet the requirements of government departments for examination and approval, registration and filing of documents).

3.2 If the Existing Shareholders have agreed to sell or transfer all or part of their equity to any third party at any time during the term hereof, the Existing Shareholders shall ensure that such third party has signed an agreement in form and content substantially consistent with this Agreement prior to the closing of the equity transfer, unless the WFOE has agreed in writing to waive such requirements in advance.

3.3 If at any time during the term hereof, the Entrusted Rights hereunder cannot be granted or exercised for any reason (except for breach of contract by the Existing Shareholders or Qingke E-commerce), each Party shall immediately seek an alternative to the unattainable provision and, if necessary, enter into a supplementary agreement to modify or adjust the terms hereof to ensure that the purpose hereof continues to be fulfilled.

Article 4    Exemption and Indemnity

4.1 The Parties acknowledge that if the WFOE designates any entity/individual to exercise its Entrusted Rights hereunder, the WFOE should not be required to assume any liability or make any economic or other compensation to any other party or any third party for exercising the Entrusted Rights hereunder with respect to the entity/individual designated by the WFOE.

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4.2 Qingke E-commerce agrees to indemnify and hold the WFOE and the Trustee harmless from all losses suffered or likely to be suffered by the Trustee as a result of exercising the Entrusted Rights, including but not limited to any loss arising from litigation, recovery, arbitration, claim or administrative investigation or penalty by any third party. If any loss arising from intentional or gross negligence of the WFOE or the Trustee, such loss shall not be compensated.

Article 5    Representations and Warranties

5.1 The Existing Shareholders hereby represent and warrant that:

5.1.1 The Existing Shareholders, in case of natural persons, are all Chinese citizens with full capacity for conduct and in case of enterprises, are duly registered and lawfully existing enterprises in accordance with Chinese laws and have independent legal personality. They have full and independent legal status and capacity, and has obtained appropriate authorization to sign, deliver and perform this Agreement, and can act as the subject of litigation of either party independently.

5.1.2 The Existing Shareholders have full power and authority to enter into and deliver this Agreement and all other documents in connection with the transactions provided herein and complete the transactions provided herein.

5.1.3 This Agreement is duly executed and delivered by the Existing Shareholders and constitutes a legal and binding obligation on the Existing Shareholders, which is enforceable in accordance with the terms hereof.

5.1.4 The Existing Shareholders are the registered legal shareholders of Qingke E-commerce when this Agreement takes effect, and have fully paid the registered capital to Qingke E-commerce. Apart from the rights set out in this Agreement, the Equity Pledge Agreement with the WFOE and the Exclusive Option Agreement with Qingke E-commerce and the WFOE, there is no other third party Entrusted Rights. The Trustee may fully exercise the Entrusted Rights in accordance with the then effective articles of association of Qingke E-commerce.

5.1.5 The execution, delivery and performance hereof and the completion of the transactions hereunder shall not violate the provisions of Chinese laws and any agreement, contract or other arrangement entered into and binding upon the Existing Shareholders by and between the Existing Shareholders and any third party.

5.2 The WFOE and Qingke E-commerce represent and warrant respectively that:

5.2.1 They are limited liability companies duly registered and lawfully existing under the laws of the People’s Republic of China with independent legal personality; they have complete and independent legal status and legal ability to sign, deliver and perform this Agreement and can act as the subject of litigation of either party independently.

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5.2.2 They have full power and authority to enter into and deliver this Agreement and all other documents in connection with the transactions provided herein and complete the transactions provided herein.

5.3 Qingke E-commerce further represents and warrants that the Existing Shareholders are the legitimate shareholders registered by Qingke E-commerce when this Agreement takes effect, and have fully paid registered capital to Qingke E-commerce. Apart from the rights set out in this Agreement, the Equity Pledge Agreement signed between the Existing Shareholders and the WFOE and the Exclusive Option Agreement signed by the WFOE, there is no other third party Entrusted Rights. The Trustee may fully exercise the Entrusted Rights in accordance with the then effective articles of association of Qingke E-commerce.

Article 6    Term

6.1 This Agreement shall enter into force on the date when it is duly executed by the Parties, and shall remain in force unless it is terminated at the request of the WFOE in writing or in accordance with the provisions of Article 8.1 hereof.

6.2 If any of the Existing Shareholders transfers all the equity of Qingke E-commerce with prior consent of the WFOE, such Party shall be no longer be a party to this Agreement, but the obligations and undertakings of other Parties hereunder shall not be adversely affected.

Article 7    Notice

7.1 All notice, request, demand and other communication required or sent under this Agreement shall be served in writing to the Party concerned.

7.2 The above notice and other communications, if sent by fax or telex, shall be deemed to have been served once it is delivered; if sent in person, shall be deemed to have been served once it is delivered face-to-face; if sent by post, shall be deemed to have been served five (5) days after posting.

Article 8    Liability for Breach

8.1 The Parties agree and confirm that if any Party (the “Breaching Party”) materially breaches any provisions hereof or fails to perform any of its obligations hereunder, it shall constitute a breach of this Agreement (the “Breach”). In such case, the non-breaching Parties (the “Non-breaching Parties”) shall be entitled to require the Breaching Party to rectify the Breach or take remedial measures within a reasonable period of time. If the Breaching Party fails to do so within the reasonable period of time or within ten (10) days after receiving the written notice of the Non-breaching Parties,

8.1.1 if the Breaching Party is an Existing Shareholder or Qingke E-commerce, the Non-breaching Parties shall be entitled to take the following measures at its own discretion: (1) terminate this Agreement and demand full damages from the Breaching Party; (2) require the Breaching Party to continue to perform its obligations hereunder and compensate all damages resulting therefrom. And

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8.1.2 If the Breaching Party is the WFOE, the Non-breaching Parties shall be entitled to require the Breaching Party to continue to perform its obligations hereunder and compensate all damages resulting therefrom.

8.2 All Parties agree and confirm that under no circumstances shall Existing Shareholders and Qingke E-commerce require the termination of this Agreement in advance for any reason, unless otherwise specified in laws and this Agreement.

8.3 Notwithstanding other provisions hereof, the validity of Article 11 shall not be affected by the suspension or termination of this Agreement.

Article 9    Confidentiality

9.1 During the term hereof, all client information and other information related to the business of Qingke E-commerce and the WFOE and the services provided by the WFOE (“Client Information”) shall be owned by both Parties.

9.2 Whether this Agreement is terminated or not, Qingke E-commerce and the WFOE shall keep strictly confidential the Confidential Information obtained by them during the performance hereof. For the purpose of this Agreement, “Confidential Information” refers to any trade secrets and proprietary information of the other Party, Client Information and other relevant information shared by both Parties, non-public information of any other Party, any contract, agreement, memorandum, appendix, draft or record signed by both Parties for the purpose this Agreement (including this Agreement). The Party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any third party, except with the prior written consent of the other Party or as required by relevant laws and regulations or the listing requirements. The Receiving Party shall not use, directly or indirectly, the Confidential Information or any part thereof, except for the purpose of performance of this Agreement. Upon the termination hereof, Qingke E-commerce shall, at the request of the WFOE, return all documents, materials or software containing the Confidential Information to Qingke E-commerce, or destroy such documents, materials or software by itself, and delete any Confidential Information from any relevant memory devices, and shall not use such Confidential Information any more.

9.3 The following information shall not be deemed as Confidential Information:

(1) Any information that previously known by the Receiving Party through legal means as evidenced by written documents;

(2) Information that enters the public domain without the default of the Receiving Party or information that is known to the public due to other reasons;

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(3) Information disclosed with prior written consent of any other Party hereto; or

(4) Information legally obtained by the Receiving Party from other sources.

9.4 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or designated professionals, provided that it shall ensure that the said persons are also bound by this Agreement and keep confidential such Confidential Information and use such Confidential Information only for the purpose of performance of this Agreement. The disclosure of any Confidential Information by any employee or agent employed by any Party shall be deemed as the disclosure by the Party itself, who shall be liable for any legal liability resulting therefrom.

Article 10    Miscellaneous

10.1 This Agreement is made in Chinese and in quintuplicate, with each Party holding one of them, which shall have the same legal effect.

10.2 The execution, validity, performance, modification, interpretation and termination of this Agreement shall be governed by the Laws of China.

10.3 Any dispute arising out of or in connection with this Agreement shall be settled by all Parties through negotiation. If such negotiation fails within thirty (30) days after the dispute arises, either Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration by three arbitrators appointed in accordance with the then effective rules of the arbitration center. The arbitral award shall be final and binding upon all Parties.

10.4 Any rights, powers and remedies granted to each Party by any provision hereof shall not preclude any other rights, powers or remedies enjoyed by the Party pursuant to law and other provisions hereof, nor the exercise of any single rights, powers and remedies by either Party shall preclude the exercise of any other rights, powers and remedies by such Party.

10.5 Any failure or delay by either Party to exercise any of its rights, powers and remedies hereunder (“The Rights”) shall not constitute the waiver by such Party of The Rights, nor any single or part waiver of The Rights shall preclude any further exercise of The Rights.

10.6 The headings of the articles of this Agreement are for reference only and shall not be used or affect the interpretation of such articles.

10.7 Each provision of this Agreement shall be severable and independent of each other. If any provisions of this Agreement become invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions shall not be affected.

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10.8 Any amendment or supplement to this Agreement shall be made in writing and shall not come into force unless it is duly executed by the Parties.

10.9 Without prior written consent of the other Parties, no Party shall transfer any of its rights and/or obligations hereunder to any third party.

10.10 This Agreement shall be binding upon the legal successors of all Parties (including but not limited to the successors of the pledged equity in case any of the Existing Shareholders dies (as a natural person) or goes bankrupt (as an enterprise)).

(No Body Text Below)

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(This is the signature page of the Voting Rights Entrustment Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                

(This is the signature page of the Shareholder Voting Proxy Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Shanghai Qingke E-commerce Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                

(This is the signature page of the Shareholder Voting Proxy Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Guangjie Jin

Signature: /s/ Guangjie Jin                                

(This is the signature page of the Shareholder Voting Proxy Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Bing Xiao

Signature: /s/ Bing Xiao                                

(This is the signature page of the Shareholder Voting Proxy Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Xiamen Siyuan Investment Management Co., Ltd. (Seal)

(Sealed)

Legal representative: Xuejun Xie

Authorized representative (signature): /s/ Xuejun Xie                                

Appendix I     Power of Attorney

I, name of an Existing Shareholder, hereby irrevocably entrust                  (ID Card No.                             ), as my entrusted agent, with the power and authority to execute the shareholders’ rights corresponding to all the equity I hold in Shanghai Qingke E-commerce Co., Ltd (“Qingke E-commerce”) in accordance with the Shareholder Voting Proxy Agreement signed by Shanghai Qingke Investment Consulting Co., Ltd. and me. Such rights include:

(1) to propose, as the agent of [name of an Existing Shareholder], to convene and attend the shareholders meeting of Qingke E-commerce in accordance with the articles of association of the company;

(2) to vote, on behalf of [name of an Existing Shareholder], on the matters to be discussed and decided at the shareholders meeting (including but not limited to appoint, elect and remove the directors and supervisors of Qingke E-commerce, to employ or dismiss the general manager, deputy general manager, financial administrator and other officers; to dispose of the assets of the company, to dissolve or liquidate the company and form a liquidation group to exercise the powers during the liquidation period in accordance with law);

(3) to propose to convene an extraordinary shareholders meeting;

(4) to exercise any voting rights of shareholders prescribed by law;

(5) to sell or transfer all or part of the equity of [name of an Existing Shareholder] in Qingke E-commerce; and

(6) to execute relevant equity transfer agreement and other relevant documents, and go through the procedures of government examination and approval, registration and filing on behalf of [name of an Existing Shareholder], upon the transfer of the equity in Qingke E-commerce by the Existing Shareholders in accordance with the Exclusive Option Agreement as executed by the Parties separately.

(No Body Text Below)

(This is the signature page of the Appendix I Power of Attorney to the Shareholder Voting Proxy Agreement only)

Guangjie Jin

Signature:                                         

Date:                     

(This is the signature page of the Appendix I Power of Attorney to the Shareholder Voting Proxy Agreement only)

Bing Xiao

Signature:                                         

Date:                     

(This is the signature page of the Appendix I Power of Attorney to the Shareholder Voting Proxy Agreement only)

Xiamen Siyuan Investment Management Co., Ltd. (seal)

Legal representative: Xuejun Xie

Authorized representative (signature):                                         

Date:                     

EX-10.5

Exhibit 10.5

Spousal Consent Letter

I, Zhangqing Wu (ID Card No.: [***]), am the legal spouse of Bing Xiao (ID Card No.: [***]). I hereby unconditionally and irrevocably agree with Bing Xiao to sign the following documents (collectively, the “Transaction Documents”, for the avoidance of doubt, including the equity option agreement, the shareholders’ agreement, the amended Articles of Association and other relevant documents for the purpose of carrying out the proposed transaction in the Transaction Documents) and agree to dispose of the equity interests of Bing Xiao in Shanghai Qingke E-commerce Co., Ltd. (the “Company”) registered under his name in accordance with the following (as amended from time to time) transaction documents:

1. Exclusive Option Agreement signed between Bing Xiao, the Company, Shanghai Qingke Investment Consulting Co., Ltd. (hereinafter referred to as the “WFOE”) and other shareholders of the Company on April 21, 2015;

2. Equity Pledge Agreement signed between Bing Xiao, the Company, the WFOE and other shareholders of the Company on April 21, 2015;

3. Shareholder Voting Proxy Agreement signed between Bing Xiao, the Company, the WFOE and other shareholders of the Company on April 21, 2015;

4. Power of Attorney signed by Bing Xiao on April 21, 2015;

I undertake not to put forward any claims on the company equity held by Bing Xiao. I further confirm that his performance of the Transaction Documents (as amended from time to time) and further modification or termination of the Transaction Documents do not require my separate authorization or consent. I undertake that I will execute all necessary documents and take all necessary action to ensure that the Transaction Documents (as amended from time to time) are properly executed.

I agree and undertake that if for any reason I acquire any equity interest in the Company held by Bing Xiao, I shall be bound by the Transaction Documents (as amended from time to time) and shall comply with my obligations as a shareholder of the Company under the Transaction Documents (as amended from time to time). For this purpose, if required by the WFOE, I shall sign a series of written documents in the format and content essentially identical to the (as amended from time to time) trading document.

No matter what happens, I will not make any request or take any action that is inconsistent with the content of the Transaction Documents.

(No Body Text Below)

(This is the signature page of the Spousal Consent Letter only)

Signature: /s/ Zhangqing Wu                            

Date: April 14, 2015

EX-10.6

Exhibit 10.6

Execution version

Exclusive Technology Service Agreement

This Exclusive Technology Service Agreement (this “Agreement”) is signed by and between the following parties in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:

(1) Shanghai Qingke E-commerce Co., Ltd. (“Party A”)

Registered address: Section A, F/3, Building No.1, 1288 Boxue Road, Malu

Town, Jiading District, Shanghai

Legal representative: Guangjie Jin

(2) Shanghai Qingke Investment Consulting Co., Ltd. (“Party B”)

Registered address: Room C4, F/2, Building No.2, 317 Meigui North Road,

China (Shanghai) Free Trade Pilot Area

Legal representative: Guangjie Jin

(The above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

Preamble

Whereas Party A is a limited liability company incorporated and lawfully existing in Shanghai, China and its main business includes online and offline house leasing and agency leasing, furniture and appliance leasing, online and offline leasing information Service, platform Service, property management Service and supporting Services of the aforementioned business;

Whereas Party B is a wholly foreign-owned limited liability company incorporated and lawfully existing in Shanghai, China and its main business includes investment consulting, business information consulting, investment management, technical consulting, technical development, technical Services, technology transfer in the field of computer science and technology and the import and export of goods and technology.

Whereas Party A requires Party B to provide consulting, technical support and relevant business Services of Party A (as defined below), and Party B agrees to provide such Services.

Therefore, both Parties, through friendly consultation, reached the agreement as follows:

Article 1      Definitions

1.1 Except the terms or context requires otherwise, the following words shall have the following meanings when used herein:

“Annual Business Plan” refers to the business development plan and budget report for the next calendar year prepared by Party A before November 30 each year with the assistance of Party B in accordance with this Agreement.

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“Business Results”	refers to any and all software and technologies developed by Party A in connection with its business on the basis of the Services provided by Party B hereunder.
“Client Information”	has the meaning set out in Article 6.1 hereof.
“Confidential Information”	has the meaning set out in Article 6.2 hereof.
“Breaching Party”	has the meaning set out in Article 11.1 hereof.
“Breach”	has the meaning set out in Article 11.1 hereof
“Equipment”	refers to any and all Equipment owned by or purchased from time to time by Party B for the purpose of providing Services.
“Non-breaching Party”	has the meaning set out in Article 11.1 hereof.
“Party A’s Business”	refers to the online platform sales, exhibition and sales Services, sales of furniture and building materials and Internet financial Services of furniture and home decoration products operated and developed by Party A at any time during the term hereof.
“Receiving Party”	has the meaning set out in Article 6.2 hereof.
“The Rights”	have the meaning set out in Article 13.5 hereof.
“Services”	refer to the consulting, technical support and other Services exclusively provided by Party B to Party A in connection with Party A’s Business, including online platform sales of furniture and home decoration products, exhibition and sales Services, sales of furniture and building materials, comprehensive solutions and implementation of Internet finance business, and operation and maintenance Services of the information technology system and website of Party A. Such Services include but are not limited to: (1)   License Party A to use the relevant software required by its business; (2)   Provide the right to use the computer and network hardware Equipment required by Party A’s Business; (3)   Provide Party A with comprehensive solutions in information technology needed by Party A’s Business; (4)   Conduct Daily management, maintenance and update of hardware Equipment and database;

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(5)   Develop, maintain and update relevant application software; (6)   Provide training for the professionals of Party A on online platform sales of furniture and home decoration products, exhibition and sales Services, sales of furniture and building materials, and Internet financial business; (7)   Assist Party A in collecting and investigating relevant technical information; (8)   Other relevant technical Services and consulting Services provided from time to time upon request of Party A.

“Service Fee”

refers to all the fees payable by Party A to Party B for the consultancy, technical support and other Services provided by Party B in accordance with Article 3 hereof.

1.2 Any reference to any laws or regulations (“Laws”) shall be deemed to:

(1) be the Laws as amended, modified, added and re-enacted, whether they take effect before or after the date hereof; and;

(2) include other decisions, notifications and regulations formulated in accordance with, or take effect as a result of, the Laws.

1.3 Unless otherwise specified herein, any reference to article, clause or provision shall mean the article, clause or provision of this Agreement.

Article 2      Services

2.1 To better develop Party A’s Business, Party A needs the Services provided by Party B, and Party B agrees to provide Party A with such Services. Therefore, during the term hereof, Party A appoints Party B as its exclusive provider of consultancy, software and technical Services, and Party B agrees to accept such appointment. Both Parties understand that the Services practically provided by Party B are limited to the approved business scope of Party B. If Party A requires party B to provide Services beyond the approved business scope, Party B shall apply for expansion of its business scope to the maximum extent permitted by law and provide relevant Services upon approval of expansion of its business scope.

2.2 Party B shall provide Party A with Services as agreed herein and Party A shall, with its utmost effort, provide convenience for the Services of Party B.

2.3 Notwithstanding the other provisions hereof, Party B is permitted to designate any third party to provide any or all Services hereunder or perform any obligations on behalf of Party B. Party A hereby agrees that Party B is permitted to transfer any right and obligation hereunder to any third party.

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Article 3      Service Fee

3.1 With respect to the Services provided by Party B provided in Article 2 hereof, Party A agrees to pay the Service Fee in accordance with Article 3.2, which includes:

(1) Performance Service Fee equivalent to a certain percentage of total annual income of Party A, which shall be determined by the supplemental agreement signed by both Parties; and

(2) With respect to the Service Fees of specific technical Service and consultancy Service provided by Party B as required by Party A from time to time, Party A shall pay the Service Fee separately as quoted by Party B.

3.2 With respect to the depreciation fee of the Equipment provided by Party B for actual use (the amount of such depreciation fee shall be the amount calculated by dividing the actual value of the Equipment Party A used by the depreciation period determined by both Parties each year), Party B may require Party A to make monthly payments based on actual conditions.

3.3 Both Parties agree to pay the Service Fee in accordance with the following provisions:

(1) Party A shall pay Party B the Equipment depreciation fee (if any) on a monthly basis. Party A shall, before the tenth (10th) working day of each month, pay Party B the Equipment depreciation fee of the previous month mentioned in Article 3.2 hereof.

(2) Party A shall pay the performance Service Fee as provided in Article 3.1 (1) on an annual basis. After the end of each accounting year of Party A, both Parties shall conduct a general accounting for the actual performance Service Fees payable by Party A in accordance with the total business income of Party A in the previous year as confirmed by the audit report issued by the Chinese CPA firm recognized by both Parties, and make corresponding payment adjustment (refund for any overpayment or a supplemental payment for any deficiency) within fifteen (15) working days upon the issuance of such audit report. Party A undertakes that Party A shall provide all necessary information and assistance to the relevant Chinese CPA firm, and shall procure it to complete the audit report of the previous year within thirty (30) working days at the end of each year.

(3) Both Parties shall decide the payment methods of the Service Fee provided in Article 3.1 (2) hereof.

3.4 Party A shall transfer all Service Fees to the bank account designated by Party B as provided in this Article. If Party B changes its bank account, it shall give a written notice to Party A seven (7) working days in advance. All bank charges arising from the payment shall be borne by Party A.

3.5 Both Parties agree to sign a supplemental agreement each year in the form provided in Appendix I to confirm the specific amount of performance Service Fee provided in Article 3.1 (1) and Equipment depreciation fee provided in Article 3.2 payable by Party A in the current year.

3.6 Party B may adjust the proportion and/or the specific amount of the Service Fee payable by the company to Party B under Article 3.1 based on the Services required by Party A and the actual business operation of Party A in the previous year. Party A shall not refuse such adjustment without reasonable causes.

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Article 4      Obligations of Party A

4.1 The Services provided by Party B shall be exclusive. During the term hereof, Party A shall not, without the prior written consent of Party B, enter into any agreement with any third party, or engage such third party to provide it with other Services identical to or similar to those provided by Party B.

4.2 Party A shall provide Party B with the final annual business plan of the next year before November 30 each year, thus Party B may develop corresponding Service plan and acquire necessary software, Equipment and technical Services. If Party A needs Party B to provide additional Equipment temporarily, it shall consult Party B fifteen (15) days in advance to reach agreement.

4.3 To facilitate the Service provided by Party B, Party A shall provide Party B with relevant information in a precise and timely manner as required by Party B.

4.4 Party A shall pay full Service Fee to Party B in a timely manner as provided in Article 3 hereof.

4.5 Party A shall maintain its good reputation and actively expand its business, striving to maximize its profits.

4.6 During the term of this Agreement, Party A agrees to cooperate with Party B and its parent company (including directly or indirectly) to conduct audit on related party transaction and other kinds of audit and provide Party B, its parent company, or its entrusted auditor with relevant information and materials related to the operation, business, customers, finance, employees of the company. Party A also agrees that the parent company of Party B may disclose such information and materials to comply with the regulatory requirements of the place where its securities are listed.

Article 5      Intellectual Property

5.1 Party B shall own the intellectual property Party B originally owns or the intellectual property acquired by Party B during the term hereof, including the work results created in the course of provision of Services.

5.2 Since the business conducted by Party A relies on the Services provided by Party B, Party A agrees the following arrangements with respect to any works or business-related technologies (“Business Results”) developed by Party A on the basis of such Services:

(1) If the Business Result is obtained from further development of Party A as entrusted by Party B, or the co-development of both Parties, the ownership and application right of relevant intellectual property are all owned by Party B.

(2) If the Business Results acquired by Party A through further independent development, the ownership shall remain with Party A, provided that (A) Party A shall promptly inform Party B of the details of such Business Results and provide the relevant information as required by Party B; (B) If Party A intends to license or transfer such Business Results, it shall give priority to Party B or grant an exclusive license to Party B without violating the mandatory provisions of Chinese laws and Party B may use such Business Results within the scope specifically transferred or licensed by Party A (However, Party B is entitled to decide whether to accept such transfer or license); only when Party B waives the priority to purchase the ownership or exclusive rights of such Business Results, can Party A transfers the ownership or license the right of use of such Business Results to any third party on conditions (including but not limited to transfer price or license fee) that are not more favorable to Party B. Party A shall ensure that such third party fully complies with and performs the duties and obligations of Party A hereunder; (C) Except as set forth in (B) above, Party B is entitled to request the purchase of such Business Results within the period provided in Article 8.1 hereof. At that time, Party A shall, without violating the mandatory provisions of Chinese laws, approve such purchase by Party B at the purchase price of RMB1.00 or other minimum price permitted then by laws.

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5.3 If Party B is licensed with the exclusive use of the Business Results in accordance with Article 5.2 (2), such license shall be subject to the following provisions:

(1) The term of license shall not be less than five (5) years (from the effective date of the relevant licensing agreement);

(2) The scope of such license shall be defined to the maximum extent possible;

(3) During the term and territory of license, no other party (including Party A) shall use or permit others to use such Business Results in any way except Party B;

(4) After the term of license expires, Party B is entitled to request renewal of the license agreement and Party A shall agree with such renewal. The terms of the license agreement shall remain unchanged, except for the changes approved by Party B.

5.4 Notwithstanding the Article 5.2 (2) hereof, the application of the patent or copyright for the Business Results provided herein shall be made in accordance with the following provisions:

(1) If Party A intends to apply any patent or copyright with respect to any Business Results provided herein, it shall obtain the prior written consent of Party B.

(2) Party A may apply for the patent/copyright of the Business Results or transfer such patent/copyright of the Business Results to the third party, provided that Party B waives its right to purchase such application right of Business Results. In the event that Party A transfers the said application right to a third party, Party A shall ensure that such third party fully complies with and performs the duties and obligations of Party A hereunder. Meanwhile, the conditions for Party A to transfer the said application right (including but not limited to the transfer price) to a third party shall not be more favorable to those it offers to Party B pursuant to Paragraph 3 hereof.

(3) During the term hereof, Party B may at any time request Party A to apply for the patent/copyright of such Business Results, and decide, in its own discretion, whether it will purchase such application right. Upon the request of Party B, Party A shall transfer such application right to Party B at the price of RMB1.00 or other minimum price permitted then by law, without violating the mandatory provisions of Chinese laws. Party B shall be the legal owner of such patent/copyright after it obtains the application right of the Business Results.

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5.5 Party A hereby warrants that Party A will compensate Party B for any and all economic losses caused by any infringement of intellectual property rights (including copyrights, trademarks, patents and proprietary technologies) by itself.

Article 6      Confidentiality

6.1 During the term of this Agreement, all client information and other information related to Party A’s Business and the Services provided by Party B (“Client Information”) shall be owned by both Parties.

6.2 Whether this Agreement is terminated or not, both Parties shall keep strictly confidential the Confidential Information obtained by them during the performance of this Agreement. For the purpose of this Agreement, “Confidential Information” refers to any trade secrets and proprietary information of the other Party, Client Information and other relevant information shared by both Parties, non-public information of any other Party, any contract, agreement, memorandum, appendix, draft or record signed by both Parties for the purpose of this Agreement (including this Agreement). The Party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any third party, except with the prior written consent of the other Party or as required by relevant laws and regulations or listing requirements. The Receiving Party shall not use, directly or indirectly, the Confidential Information or any part thereof, except for the purpose of performance of this Agreement. Upon the termination of this Agreement, Party A shall, at the request of Party B, return all documents, materials or software containing the Confidential Information to Party B, or destroy such documents, materials or software by itself, and delete any Confidential Information from any relevant memory devices, and shall not use such Confidential Information any more.

6.3 The following information shall not be deemed as Confidential Information:

(1) Any information that is previously known to the Receiving Party through legal means as evidenced by written documents;

(2) Information that enters the public domain without the default of the Receiving Party or information that is known to the public due to other reasons;

(3) Information disclosed with prior written consent of the other Party hereto;

(4) Information legally obtained by the Receiving Party from other sources.

6.4 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or designated professionals, provided that it shall ensure that the said persons are also bound by this Agreement and keep confidential such Confidential Information and use such Confidential Information only for the purpose of performance of this Agreement. The disclosure of any Confidential Information by any employee or agent employed by either Party shall be deemed as the disclosure by such Party itself, who shall be liable for any legal liability resulting therefrom.

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Article 7      Representations, Warranties and Undertakings

7.1 Party A hereby represents, warrants and undertakes that:

7.1.1 It is a limited liability company duly registered and lawfully existing under the laws of the jurisdiction with which it registered with independent legal personality. It has complete and independent legal status and legal ability to sign, deliver and perform this Agreement and can act as the subject of litigation of either party independently.

7.1.2 It has full power and authority to enter into and deliver this Agreement and all other documents in connection with the transactions provided herein and complete the transactions provided herein. It has taken necessary corporate actions and appropriate authorization and obtained the consent and approval of any third Party and government departments without violating the restrictions of governing laws and contracts. This Agreement is duly executed and delivered by Party A and constitutes a legal and binding obligation on Party A, which is enforceable in accordance with the terms hereof.

7.1.3 It shall promptly apply for the complete business license required for its business operation, so as to ensure that it has sufficient right and qualification to operate the online platform sales, exhibition Services, the sales of furniture and construction materials, Internet finance business and other businesses it is currently engaged in in China.

7.1.4 It shall provide Party B with financial statements of the current quarter within fifteen (15) working days after the end of each quarter, as well as the financial statements of the current year and budget of the next year within thirty (30) working days after the end of each year.

7.1.5 It shall promptly inform Party B of the litigation involved and other adverse circumstances, and shall, with its utmost effort, prevent further losses.

7.1.6 Without written consent of Party B, Party A shall not dispose of its important assets in any form, nor shall it change its existing equity structure.

7.1.7 Upon written requests by Party B, Party A shall use all accounts then receivable and/or all other assets lawfully owned and disposed of by Party A, in such manner as may be permitted then by laws, as a guarantee for its performance of obligations related to the payment of Service Fee provided in Article 3 hereof.

7.1.8 Without the written consent of Party B, Party A shall not enter into any other agreement or arrangement in conflict with this Agreement or which may prejudice Party A’s rights and interests hereunder.

7.2 Party B hereby represents and warrants that:

7.2.1 It is a limited liability company duly registered and lawfully existing under the laws of the jurisdiction in which it is registered with independent legal personality. It has complete and independent legal status and legal ability to sign, deliver and perform this Agreement and can act as the subject of litigation of either party independently.

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7.2.2 It has full power and authority to enter into and deliver this Agreement and all other documents in connection with the transactions provided herein and complete the transactions provided herein. It has taken necessary corporate actions and appropriate authorization and obtained the consent and approval of any third party and government departments without violating the restrictions of governing laws and contracts. This Agreement is duly executed and delivered by Party B and constitutes a legal and binding obligation on Party B, which is enforceable in accordance with the terms hereof.

Article 8      Term and Termination

8.1 The Parties hereby confirm that this Agreement is duly signed by the Parties and shall remain in force for a period of twenty (20) years unless otherwise terminated in writing. During the term of this Agreement, if either Party proposes not to renew this Agreement, it shall notify the other Party in writing no later than thirty (30) days before the expiration of the term of this Agreement. Otherwise, the validity hereof shall be automatically extended for ten (10) years, and both Parties shall continue to perform this Agreement.

8.2 After the termination hereof, both Parties shall still abide by their obligations under Article 6 and Article 11 hereof.

8.3 If the business term of either Party expires during the term of this Agreement, such Party shall renew its business term so that this Agreement shall continue to be valid and enforceable. The Parties shall, within three (3) months prior to the expiration of their respective business term, complete the approval and registration procedures for the renewal of their business terms, so as to extend the validity of this Agreement. If the application of either Party for the renewal of the business term is not approved or consented by any competent authority, this Agreement shall be terminated upon the expiration of the business term of such Party.

8.4 Early termination or expiration hereof for any reason shall not release either Party from all payment obligations (including but not limited to the Service Fee) hereunder on or before the date of termination or expiration, nor shall it release either Party from any liability for the Breach that has occurred before the termination hereof. The Service Fee payable prior to the termination of this Agreement shall be paid to Party B within fifteen (15) working days from the date of termination of this Agreement.

Article 9      Indemnity

Party A shall indemnify or hold Party B harmless against all losses arising from the provision of Services, including but not limited to any losses arising from litigation, recovery, arbitration, claim or administrative investigation or punishment by any third party against Party B. However, in case of any loss caused by the intentional or gross negligence of Party B, such loss shall not be compensated.

Article 10      Notice

10.1 All notice, request, demand and other communication required or sent under this Agreement shall be served in writing to the Party concerned.

10.2 The said notice and other communications, if sent by fax or telex, shall be deemed to have been served once it is delivered; if sent in person, shall be deemed to have been served once it is delivered face-to-face; if sent by post, shall be deemed to have been served five (5) days after posting.

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Article 11      Liability for Breach

11.1 Both Parties agree and confirm that if either Party (the “Breaching Party”) materially breaches any provisions hereof or fails to perform any of its obligations hereunder, it shall constitute a breach of this Agreement (the “Breach”). In such case, the non-breaching Party (the “Non-breaching Party”) shall be entitled to require the Breaching Party to rectify the Breach or take remedial measures within a reasonable period of time. If the Breaching Party fails to do so within the reasonable period of time or within ten (10) days after receiving the written notice of the Non-breaching Party, and if the Breaching Party is Party A, the Non-breaching Party shall be entitled to take the following measures at its own discretion: (1) terminate this Agreement and demand full damages from the Breaching Party; (2) require the Breaching Party to continue to perform its obligations hereunder and compensate all damages resulting therefrom. If the Breaching Party is Party B, the Non-breaching Party shall be entitled to require the Breaching Party to continue to perform its obligations hereunder and compensate all damages resulting therefrom.

11.2 Both Parties agree and confirm that under no circumstances shall Party A require the termination of this Agreement unless otherwise provided by law or this agreement.

11.3 Notwithstanding other provisions hereof, the validity of Article 11 shall not be affected by the suspension or termination of this Agreement.

Article 12      Force Majeure

• If either Party fails to perform this Agreement due to earthquake, typhoon, flood, fire, war, computer virus, tool software design vulnerability, Internet by hackers, policy, law changes and other force majeure events that are not foreseeable or whose consequences cannot be prevented or avoided, the Party in the event of such force majeure event shall immediately send a notice to the other Party by fax and, within thirty (30) days, provide the details of the force majeure event and documentary proof of the reasons why such Party fails or delays to perform this Agreement. Such documentary proofs shall be issued by a notary office in the place where the force majeure occurs. Based on the impact of the force majeure event on the performance hereof, the parties shall, in accordance with the impact of the force majeure event on the performance hereof, decide whether the performance hereof is exempted in whole or in part or postponed. Neither party shall be responsible for indemnity claims caused by the economic loss arising from force majeure events.

Article 13      Miscellaneous

13.1 This Agreement is made in Chinese and in duplicate, with each Party holding one of them, which shall have the same legal effect.

13.2 The execution, validity, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of China.

13.3 Any dispute arising out of or in connection with this Agreement shall be settled by both Parties through negotiation. If such negotiation fails within thirty (30) days after the dispute arises, either Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration by three (3) arbitrators appointed in accordance with the then effective rules of the arbitration center. The arbitral award shall be conclusive and binding upon both Parties.

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13.4 Any rights, powers and remedies granted to the Parties by any provision hereof shall not preclude any other rights, powers or remedies enjoyed by the Parties pursuant to law and other provisions hereof, nor the exercise of any single rights, powers and remedies by either Party shall preclude the exercise of any other rights, powers and remedies by such party.

13.5 Any failure or delay by either Party to exercise any of its rights, powers and remedies hereunder (the “Rights”) shall not constitute the waiver by such Party of the Rights, nor any single or part waiver of the Rights shall preclude any further exercise of the Rights.

13.6 The headings of the articles of this Agreement are for reference only and shall not be used or affect the interpretation of such articles.

13.7 This Agreement shall constitute the entire agreement between the Parties hereto and supersede all other prior agreements, written or oral, in connection with the subject matters hereof.

13.8 Each provision of this Agreement shall be severable and independent of each other. If any provisions of this Agreement become invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions shall not be affected.

13.9 Any amendment or supplement to this Agreement shall be made in writing and shall not come into force unless it is duly executed by the Parties.

13.10 Neither Party shall transfer any of its rights and/or obligations hereunder to any third party without prior written consent of the other Party.

13.11 This Agreement shall be binding upon the legal successors of both Parties.

13.12 The Parties undertake that they will declare and pay the taxes related to the transactions hereunder in accordance with the law.

(No Body Text Below)

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(This is the signature page of the Exclusive Technology Service Agreement only)

IN WITNESS WHEREOF, this Exclusive Technology Service Agreement is duly executed by the following Parties on the date and place first written above.

Party A:

Shanghai Qingke E-commerce Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (Signature): /s/ Guangjie Jin                                         

(This is the signature page of the Exclusive Technology Service Agreement only)

IN WITNESS WHEREOF, this Exclusive Technology Service Agreement is duly executed by the following Parties on the date and place first written above.

Party B:

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

(Sealed)

Legal Representative: Guangjie Jin

Authorized Representative (Signature): /s/ Guangjie Jin                                         

Appendix I

Form of Supplemental Agreement

This Supplemental Agreement of this Exclusive Technology Service Agreement (the “Supplemental Agreement”) is signed by and between the following parties in              City, China on             :

(1) Shanghai Qingke E-commerce Co., Ltd. (“Party A”)

Registered address: Section A, F/3, Building No.1, 1288 Boxue Road, Malu

 Town, Jiading District, Shanghai

Legal representative: Guangjie Jin

(2) Shanghai Qingke Investment Consulting Co., Ltd. (“Party B”)

Registered address: Room C4, F/2, Building No.2, 317 Meigui North Road,

 China (Shanghai) Free Trade Pilot Area

Legal representative: Guangjie Jin

(The above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

In accordance with the Exclusive Technology Service Agreement signed by and between both Parties on                 , 2015, the Parties hereby enters into the following Supplemental Agreement:

In accordance with Article 3 (1) of the Exclusive Technology Service Agreement, Party A shall pay Party B the following Service Fees:

(1) the Performance Service Fee each year equivalent to     % of its total annual income;

(2) the depreciation fee of Equipment of RMB          on a monthly basis.

At the end of              and after the Service Fee is adjusted in accordance with Article 3.3 (2) of the Exclusive Technology Service Agreement, the total amount of Service Fee that payable by Party A to Party B in the year of      shall be no less than 100% of the total annual net profit (after tax) of Party A of the same year.

(No Body Text Below)

(This is the signature page of the Appendix I: Form of Supplemental Agreement to the Exclusive Technology Service Agreement only)

IN WITNESS WHEREOF, this Supplemental Agreement is duly executed by the following Parties on the date and place first written above.

Party A:

Shanghai Qingke E-commerce Co., Ltd. (Seal)

Legal representative: Guangjie Jin

Authorized representative (Signature):                                         

(This is the signature page of the Appendix I: Form of Supplemental Agreement to the Exclusive Technology Service Agreement only)

IN WITNESS WHEREOF, this Supplemental Agreement is duly executed by the following Parties on the date and place first written above.

Party B:

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

Legal representative: Guangjie Jin

Authorized representative (Signature):                                         

EX-10.7

Exhibit 10.7

Execution version

Exclusive Option Agreement

This Exclusive Option Agreement (this “Agreement”) is signed by and among the following Parties in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:

1. Shanghai Qingke E-Commerce Co., Ltd. (“Qingke E-Commerce”)

Registered address: Section A, F/3, Building No.1, 1288 Boxue Road, Malu Town, Jiading District, Shanghai

2. Guangjie Jin, a Chinese citizen (ID Card No.: [***])

3. Bing Xiao, a Chinese citizen (ID Card No.: [***])

4. Xiamen Siyuan Investment Management Co., Ltd.

Registered address: Section B, Room 365, 859 Lianqian West Road, Siming District, Xiamen City

(The parties mentioned in Items 2, 3 and 4 above, collectively as “Existing Shareholders”)

5. Shanghai Qingke Investment Consulting Co., Ltd (the “WFOE”)

Registered address: Room C4, F/2, Building No.2, 317 Meigui North Road, China (Shanghai) Free Trade Pilot Area

(The above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

WHEREAS:

(1) As of the date hereof, the Existing Shareholders hold 100% of equity of Qingke E-commerce in accordance with the law, in which Guangjie Jin holds 74.53 %, Bing Xiao 10.47 %, and Xiamen Siyuan Investment Management Co., Ltd 15 %.

(2) The Existing Shareholders intend to transfer to the WFOE and/or any other entity or individual designated by WFOE all of the equity they hold in Qingke E-commerce to the extent permitted by the Laws of China, and WFOE intends to accept such transfer.

(3) To effect the said equity transfer, the Existing Shareholders agree to grant an exclusive and irrevocable equity transfer option (the “Equity Transfer Option”) to WFOE. According to this option, the Existing Shareholders shall, to the extent permitted by the Laws of China and at the request of the WFOE, transfer the Option Equity (as defined below) to the WFOE and/or any other entity or individual designated by the WFOE in accordance with the provisions hereof.

(4) Qingke E-Commerce agrees that the Existing Shareholders grant the Equity Transfer Option to the WFOE in accordance with this Agreement.

(5) The Existing Shareholders agree that Qingke E-Commerce grant the Equity Transfer Option to the WFOE in accordance with this Agreement.

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THEREFORE, the Parties, after rounds of negotiations, reached the agreement as follows:

Article 1 Definition

1.1 Unless the context requires otherwise, the following words shall have the following meanings when used herein:

“Trustee”:	has the meaning set out in Article 3,8 hereof.
“Business Licenses”:	refers to the licenses required by Qinghaike E-commerce to legally and effectively operate its business within the business scope, as well as other relevant licenses and certificates required by the Laws of China at that time.
“Confidential Information”:	has the meaning set out in Article 8.1 hereof.
“Breaching Party”:	has the meaning set out in Article 11.1 hereof.
“Breach”:	has the meaning set out in Article 11.1 hereof.
“Exercise”:	refers to WFOE’s exercise of its Equity Transfer Option or Assets Purchase Option.
“Notice of Exercise:	has the meaning set out in Article 3.6 hereof.
“Registered Capital of Qingke E-commerce”:	refer to the registered capital of Qingke E-commerce (in RMB) as at the date hereof, as well as the increased registered capital during the term hereof.
“Assets of Qingke E-commerce”:	refers to all tangible and intangible assets owned or entitled to use by Qingke E-commerce during the validity period of this agreement, including but not limited to any real estate, movable property, and intellectual property rights such as trademarks, copyrights, patents, proprietary technologies, domain names, software use rights, etc.
“Major Agreements”:	refer to the agreements to which Qingke E-commerce is a party and which have a material impact on the business or assets of Qingke E-commerce, including but not limited to the Exclusive Technology Service Agreement between Qingke E-commerce and the WFOE, and other important agreements concerning the business operation of Qingke E-commerce.
“Major Assets”	refers to the assets whose book value reaches or exceeds RMB 1 million or which have a material impact on the business operation of one Party.
“Non-breaching Party”:	has the meaning set out in Article 11.1 hereof.

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“Option Equity”:	For the purpose of each Existing Shareholders, refers to all the equity they hold respectively in the Registered Capital of Qingke E-commerce; for the purpose of all Existing Shareholders, refers to the 100% equity of the Registered Capital of Qingke E-commerce, including any equity that may be increased due to future capital increased of Qingke E-commerce.
“Equity Transfer Option”:	Refer to the option granted by Qingke E-commerce to WFOE to purchase any equity of Qingke E-commerce in accordance with the terms and conditions hereof.
“Assets Purchase Option”:	Refer to the option granted by Qingke E-commerce to the WFOE to purchase any Assets of Qingke E-commerce in accordance with the terms and conditions hereof.
“Laws of China”:	refer to the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding normative documents of China (for the sole purpose of this Agreement, excluding Hong Kong, Macao and the Taiwan) in force at that time.
“Power of Attorney”:	has the meaning set out in Article 3.8 hereof.
“The Rights”:	have the meaning set out in Article 12.5 hereof.
“Limit of Shareholding Ratio”:	has the meaning set out in Article 3.2 hereof.
“Transferring Equity”:	refers to the equity of Qingke E-Commerce that the WFOE has the right to require the Existing Shareholders to transfer to it or to any entity or individual designated by it in accordance with Article 3.3 hereof when exercising its Equity Transfer Option. It can be the whole or part of the Option Equity, and the specific amount shall be determined by WFOE at its discretion in accordance with the Laws of China at that time and based on its own business considerations.
“Transferring Assets”:	refer to the Assets of Qingke E-Commerce that the WFOE has the right to require the Existing Shareholders to transfer to it or to any entity or individual designated by it in accordance with Article 3.4 hereof when exercising its Assets Purchase Option. It can be the whole or part of the Assets of Qingke E-Commerce, and the specific number shall be determined by WFOE at its discretion in accordance with the Laws of China at that time and based on its own business considerations.

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“Transfer Price”: refers to the full consideration to be paid by WFOE or any entity or individual designated by it to the Existing Shareholders in order to acquire the Transferring Equity or the Transferring Assets at each exercise in accordance with Article 4 hereof.

1.2 Any reference to the Laws of China herein shall be deemed to:

(1) be the Laws of China as amended, modified, added and re-enacted, whether they take effect before or after the date hereof; and

(2) include other decisions, notifications and regulations formulated in accordance with, or take effect as a result of, the Laws of China.

1.3 Unless otherwise specified herein, any reference to article, clause or provision shall mean the article, clause or provision of this Agreement.

Article 2 Granting of Equity Transfer Option and Assets Purchase Option

2.1 The Existing Shareholders hereby jointly and severally agree to grant to the WFOE an exclusive, irrevocable and unconditional Equity Transfer Option. According to such option, WFOE has the right, to the extent permitted by the Laws of China, to request the Existing Shareholders to transfer the Option Equity to it or to any entity or individual designated by it in the manner specified herein in accordance with the terms and conditions hereof, and the WFOE also agrees to accept such Equity Transfer Option. The Existing Shareholders hereby waive respectively their right of first refusal over the equity of Qingke E-Commerce under the articles of association of Qingke E-Commerce and the Laws of China, and hereby irrevocably agree that any shareholder of Qingke E-Commerce transfers the Option Equity to the WFOE and/or any entity or individual designated by the WFOE.

2.2 Qingke E-Commerce hereby agrees that the Existing Shareholders grant the Equity Transfer Option to the WFOE in accordance with Article 2.1 above and other provisions hereof.

2.3 Qingke E-commerce and the Existing Shareholders hereby agree to grant to the WFOE an exclusive, irrevocable and unconditional Assets Purchase Option. According to such option, WFOE has the right, to the extent permitted by the Laws of China, to request the Existing Shareholders to transfer all or any part of the Assets of Qingke E-commerce to it or to any entity or individual designated by it in the manner specified herein in accordance with the terms and conditions hereof (unless the application of such terms and conditions violates applicable laws and regulations), and the WFOE also agrees to accept such Assets Purchase Option.

2.4 WFOE and/or the entity or individual designated by it may choose to purchase all or part of the equity from any Existing Shareholder, or purchase all or part of the Assets of Qingke E-commerce, or to exercise both of them simultaneously.

Article 3 Way of Exercise

3.1 The WFOE has absolute discretion to determine the specific time, way and frequency of its Exercise of the options to the extent permitted by the Laws of China.

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3.2 If the WFOE and/or any entity or individual designated by the WFOE is permitted by the current Laws of China to hold all equity of Qingke E-Commerce, WFOE shall have the right to exercise all the Equity Transfer Option in one-time or by several times, to effect the transfer of all the Equity Transfer Option by the Existing Shareholders in one-time or by several times to it and/or to any entity or individual designated by it. If the WFOE and/or any entity or individual designated by WFOE is only permitted by the current Laws of China to hold part of the equity of Qingke E-commerce, WFOE shall have the right to determine the amount of the Transferring Equity within the Limit of Shareholding Ratio (the “Limit of Shareholding Ratio”) stipulated by the current Laws of China, and to and/or cause any entity or individual designated by it to, accept such amount of the Equity Transfer Option transferred by Existing Shareholders. In the latter case, the WFOE shall have the right to exercise its Equity Transfer Options by different times according to the gradual loose of the Limit of the Shareholding Ratio permitted by the Laws of China, until it finally obtains all the Option Equity.

3.3 With respect to the Equity Transfer Option, the WFOE, at each Exercise, shall have the right to determine at its sole discretion the amount of Transferring Equity to be transferred by Existing Shareholders to WFOE and/or any entity or individual designated by WFOE, and the Existing Shareholders shall transfer such amount of Transferring Equity to WFOE and/or other entity or individual designated by WFOE accordingly. WFOE and/or any entity or individual designated by WFOE shall pay the Transfer Price to the Existing Shareholders who transfer the Transferring Equity to them in each Exercise, and shall also have the right to offset the Transfer Price from their creditor’s right (including but not limited to loans) against the Existing Shareholders.

3.4 With respect to the Assets Purchase Option, the WFOE, at each Exercise, shall have the right to determine at its sole discretion the Transferring Assets to be transferred by Qingke E-Commerce to WFOE and/or any entity or individual designated by WFOE. The WFOE and/or any entity or individual designated by WFOE shall pay the Transfer Price to Qingke E-Commerce for the assets they accept in each Exercise.

3.5 At each Exercise, WFOE may accept the Transferring Equity or Transferring Assets by itself, or designate any third party to accept all or part of the Transferring Equity or Transferring Assets.

3.6 At each time when it decides to exercise the options, the WFOE shall send to the Existing Shareholders or Qingke E-Commerce a notice of the exercise of the Equity Transfer Option or Assets Purchase Option (in the format set out in Appendix I and Appendix II respectively, the “Notice of Exercise”). After receiving such Notice of Exercise, the Existing Shareholders or Qingke E-Commerce shall, in accordance with the Notice of Exercise, immediately transfer the Transferring Equity or Transferring Assets to WFOE or other entity or individual designated by WFOE in a one-time in the manner specified in Article 3.3 or 3.4 hereof.

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3.7 The Existing Shareholders and Qingke E-commerce jointly and severally undertake and warrant that as soon as WFOE sends a Notice of Exercise:

(1) It shall immediately convene a shareholders’ meeting to adopt resolutions such as the waiver of the right of first refusal, and take all other necessary actions to agree to transfer all the Transferring Equity or Transferring Assets to WFOE and/or other entity or individual designated by WFOE at the Transfer Price;

(2) It shall immediately execute an equity or asset transfer agreement with WFOE and/or other entity or individual designated by WFOE to transfer all the Transferring Equity or Transferring Assets to WFOE and/or other entity or individual designated by WFOE at the Transfer Price; and

(3) It shall, in accordance with the requirements of WFOE and the provisions of laws and regulations, provide WFOE with necessary support (including the provision and execution of all relevant legal documents, the completion of all necessary government approval and registration procedures, and the undertaking of all relevant obligations) so that WFOE and/or other entity or individual designated by WFOE can obtain all the Transferring Equity or Transferring Assets without legal defects.

3.8 The Existing Shareholders agree that, at the same time as this Agreement is executed, the Existing Shareholders shall execute a Power of Attorney (in the format set out in Appendix III, the “Power of Attorney”), entrusting any person designated by the WFOE (the “Trustee”) to execute on behalf of the Existing Shareholders any and all legal documents necessary for the WFOE and/or other entity or individual designated by WFOE to obtain all Transferring Equity or Transferring Assets without legal defects. The Power of Attorney shall be placed in the custody of WFOE, and, if necessary, WFOE shall have the right to require the Existing Shareholders to execute multiple copies of Power of Attorney, and submit such Power of Attorney to government authorities at any time. If and only if the WFOE gives the Existing Shareholders a written notice of the removal of the Trustee, the Existing Shareholders shall immediately remove the existing Trustee, and entrust other Trustee designated by the WFOE then instead. The new Power of Attorney, once issued, shall replace the original Power of Attorney. Except for the circumstance set forth in the preceding sentence, under no other circumstances the Existing Shareholders shall revoke the Power of Attorney issued to the Trustee.

Article 4 Transfer Price

4.1 With respect to the Equity Transfer Option, at each Exercise, the Transfer Price payable by WFOE or any entity or individual designated by WFOE to the Existing Shareholders shall be the corresponding amount of contribution in the Registered Capital of Qingke E-Commerce or the lowest price permitted by the Laws of China at that time, whichever is lower. The Existing Shareholders hereby irrevocably agree that if it is required by the Law of China at that time that the Transfer Price of the equity must be higher than the aforesaid price, the lowest price permitted by the Laws of China shall prevail.

4.2 With respect to the Assets Purchase Option, at each Exercise, WFOE or any entity or individual designated by WFOE shall pay to the Qingke E-commerce the net book value of relevant assets. If the lowest price permitted by the Laws of China at that time is higher than the said net book value, the lowest price permitted by the Laws of China shall prevail.

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4.3 WFOE and/or any entity or individual designated by WFOE shall have the right to offset the Transfer Price from their creditor’s right (including but not limited to loans) against the Existing Shareholders or Qingke E-commerce.

4.4 The Existing Shareholders or Qingke E-commerce hereby irrevocably agrees, within ten (10) working days after receipt of such Transfer Price paid by WFOE and/or any other entity or individual designated by WFOE, to return such Transfer Price to WFOE or any entity or individual designated by WFOE in a manner in conformity with the laws.

Article 5 Representations and Warranties

5.1 The Existing Shareholders and Qingke E-commerce jointly and severally make the representations and warranties as follows, and such representations and warranties shall remain effective as if they are made at the time of the transfer of Option Equity or Assets Purchase Option.

5.1.1 The Existing Shareholders are all Chinese citizens with full capacity. They have complete and independent legal status and legal capacity to execute, deliver and perform this Agreement and can independently act as a subject of action.

5.1.2 Qingke E-commerce is a limited liability company duly registered and legally existing under Laws of China and with independent qualification of a legal person. It has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a subject of action.

5.1.3 They have full power and authority to execute and deliver this Agreement and all other documents related to the transactions contemplated hereunder that they will execute, and to complete the transactions contemplated hereunder. The execution or performance of this Agreement will not in any material way violate or conflict with: (i) any agreement, arrangement or obligation to which they are a party; or (ii) any current laws, regulations, decrees or policies to which they are subject.

5.1.4 This Agreement is duly executed and delivered by them. This Agreement constitutes lawful and binding obligations on them, and is enforceable against them in accordance with the provisions of this Agreement.

5.1.5 The Existing Shareholders are the legitimate registered owners of the Option Equity at the time of the entry into force of this Agreement. Except for the rights created under this Agreement, the Equity Pledge Agreement signed with WFOE, and the Voting Rights Entrustment Agreement signed with WFOE and Qingke E-commerce, the Option Equity is free from any other lien, pledge, claim, encumbrance or third-party rights. Under this Agreement, WFOE and/or any other entity or individual designated by WFOE, after Exercising relevant option, shall acquire good title of the Transferring Equity free from any lien, pledge, claim, encumbrance or third-party rights.

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5.1.6 The Assets of Qingke E-commerce are free from any lien, mortgage, claim, encumbrance or third-party rights. Under this Agreement, WFOE and/or any other entity or individual designated by WFOE may, after Exercising relevant option, shall acquire good title of the Assets of Qingke E-commerce free from any lien, mortgage, claim, encumbrance or third-party rights.

5.1.7 As of the date of this Agreement, there is no pending or threatened action, arbitration or administrative investigation with respect to the equity or assets of Qingke E-commerce or Qingke E-commerce itself.

5.1.8 At the time of entry into force of this Agreement, Qingke E-Commerce has all the Business Licenses required for its business operation, and has full rights and qualifications to operate its business in China. Since its establishment, Qingke E-commerce has been operating in accordance with the law, and commits no act that violates, or may violate, the regulations or requirements of industry and commerce authorities, taxation authorities, labor and social security authorities and other government authorities, and is not involved in any dispute about contract breach.

5.1.9 The execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereunder will not violate the provisions of Laws of China, or any agreement, contract or other arrangement that they concluded with any third party or binding upon them.

5.2 The WFOE hereby makes the representations and warranties as follows:

5.2.1 It is a wholly foreign-owned limited liability company duly registered and legally existing under the Laws of China and with independent qualification of a legal person. It has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a subject of action.

5.2.2 It has full power and authority to execute and deliver this Agreement and all other documents related to the transactions contemplated hereunder that they will execute, and to complete the transactions contemplated hereunder.

5.2.3 This Agreement is duly executed and delivered by it, and constitutes lawful and binding obligations on it.

Article 6 Undertakings of Existing Shareholders

The Existing Shareholders hereby undertake that:

6.1 During the term hereof, they will take all necessary measures to ensure that Qingke E-commerce can obtain all Business Licenses required for the operation of its business in time and that all Business Licenses remain valid at all times.

6.2 During the term hereof, without prior written consent of WFOE:

6.2.1 They will not transfer or otherwise dispose of any Option Equity, or create any encumbrance or other third-party rights on any Option Equity;

6.2.2 They will not increase or decrease the Registered Capital of Qingke E-commerce, or otherwise change the ownership structure of Qingke E-commerce at the time of signing this Agreement;

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6.2.3 They will not transfer, mortgage or otherwise dispose of, or cause the management of Qingke E-commerce to transfer, mortgage or dispose of, any assets, legal income and interests of Qingke E-commerce (except for those occurred in the ordinary course of business).

6.2.4 They will not terminate, or cause the management of Qingke E-commerce to terminate, any Major Agreement concluded by Qingke E-commerce, or to enter into any other agreement that conflicts with the existing Major Agreements.

6.2.5 They will not, whether individually or jointly, cause the Qingke E-commerce to conclude any transaction which may materially affect the assets, liabilities, business operation, ownership structure, equity held in any third party and other legitimate rights of Qingke E-commerce (except for those occurred in the ordinary course of business).

6.2.6 They will not appoint or remove any director or supervisor of Qingke E-commerce, or any other manager of Qingke E-commerce who shall be appointed or removed by them.

6.2.7 They will not cause, or agree with, Qingke E-commerce to declare or actually distribute any distributable profits, bonus or dividends.

6.2.8 They will ensure the valid existence of Qingke E-commerce, and ensure that it is not terminated, liquidated or dissolved.

6.2.9 They will not cause, or agree with, Qingke E-commerce to amend its articles of association.

6.2.10 They will ensure that Qingke E-Commerce will not lend or borrow money, or provide guarantees or have any act with the nature of guarantee, or assume any material obligations beyond the ordinary course of business; and

6.2.11 They will ensure that Qingke E-commerce will not be merged with any third party, purchase any assets or equity from any third-party, or otherwise invest in any third party.

6.3 During the term hereof, without prior written consent of WFOE, they will not cause Qingke E-commerce or the management of Qingke E-commerce to consent to its subsidiary, branch or affiliate (collectively, “Subsidiaries”):

6.3.1 to increase or decrease the registered capital of the Subsidiaries, or cause or consent to the division of the Subsidiaries or their merge with any other entity;

6.3.2 to dispose of, or cause the management of the Subsidiaries to dispose of, any Major Assets of the Subsidiaries (except for those occurred in the ordinary course of business), or to create any encumbrance or other third-party rights on such assets;

6.3.3 to terminate, or cause the management of the Subsidiaries to terminate, any Major Agreement concluded by the Subsidiaries, or to enter into any other agreement that conflicts with the existing Major Agreements.

6.3.4 to appoint or remove any director or supervisor of the Subsidiaries, or any other manager of the Subsidiaries who shall be appointed or removed by them.

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6.3.5 to terminate, liquidate or dissolve the Subsidiaries, or have any act that impairs or may impair the valid existence of the Subsidiaries;

6.3.6 to amend the articles of association of the Subsidiaries; and

6.3.7 to lend or borrow money, or to provide guarantee or have any act with the nature of guarantee, or assume any material obligations beyond the ordinary course of business.

6.3 During the term hereof, they will take all necessary measures to ensure that the Qingke E-commerce appoints the directors or supervisors of Qingke E-commerce, or other managers of Qingke E-commerce who should be appointed or removed by them, according to the instructions of WFOE.

6.4 During the term hereof, they will notify WFOE of any threatened or pending action, arbitration and administrative procedure with respect to the assets, business and income of Qingke E-commerce as soon as they get knowledge of it.

6.5 During the term hereof, if WFOE agrees with Qingke E-commerce to distribute dividends or profits to them, they will pay all of those dividends or profits they received from Qingke E-commerce to WFOE.

6.6 During the term hereof, they will make their utmost efforts and take all necessary measures, including but not limited to signing all necessary documents, initiating all necessary litigations and taking all necessary defensive measures, to safeguard their equity and interests in Qingke E-commerce.

6.7 They shall strictly abide by this Agreement and other agreements signed with Qingke E-commerce and WFOE, fulfill their obligations hereunder and thereunder, and refrain from any act or omission that may affect the validity and enforcement of such agreements.

6.8 If the total Transfer Price received by any of the Existing Shareholders with respect to the Transferring Equity it holds is higher than its contribution to Qingke E-commerce, or any of the Existing Shareholders receives any form of profit distribution, bonus or dividend, it agrees to give up the premium to the extent in conformity with the Laws of China, and pay all of the Transfer Price and any profit distribution, bonus or dividends received (after deducting relevant taxes) to WFOE. Otherwise, Existing Shareholders shall compensate WFOE and/or other entity or individual designated by WFOE for all the losses incurred.

Article 7 Undertakings of Qingke E-commerce

7.1 If the execution and performance of this Agreement and the granting of the Equity Transfer Option hereunder require the consent, license, waiver or authorization of any third party, or the approval, license or waive of any government authority, or the registration or filing procedures with any government authority in accordance with law, Qingke E-commerce will do its utmost to assist in the satisfaction of the above conditions.

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7.2 Without prior written consent of WFOE, Qingke E-Commerce will not:

7.2.1 amend its articles of association, increase or decrease the Registered Capital of Qingke E-commerce, or otherwise change the existing ownership structure of Qingke E-commerce at the time of signing this Agreement;

7.2.2 assist the Existing Shareholders in transferring or otherwise disposing of any Option Equity or creating any encumbrance or other third-party rights on any Option Equity, or permit the Existing Shareholders to have the aforesaid conduct;

7.2.3 terminate any Major Agreement entered into by the Qingke E-commerce, or enter into any other agreements that conflict with the existing Major Agreements;

7.2.4 cause the Qingke E-commerce to conclude any transaction which may materially affect the assets, liabilities, business operation, ownership structure, equity held in any third party and other legitimate rights of Qingke E-commerce (except for those occurred in the ordinary course of business);

7.2.5 conclude any transaction in which the payment amount is not less than (or equivalent to) RMB 150,000 individually, or RMB 1,000,000 cumulatively;

7.2.6 liquidate, dissolve or declare termination;

7.2.7 merge with any third party, purchase the assets or equity of any third party, or otherwise invest in any third party; or

7.2.8 lend or borrow money, or provide guarantees or have any act with the nature of guarantee, transfer or otherwise dispose of any Major Asset, or assume any material obligations beyond the ordinary course of business.

7.3 Qingke E-commerce undertakes that it will not, and the Existing Shareholders will ensure that Qingke E-commerce do not, engage in or permit any behavior or act that may adversely affect the interests of WFOE hereunder, including any behavior or act not limited to those restricted by Article 6.1.

7.4 During the term hereof, Qingke E-commerce shall make its best efforts and take all necessary measures to maintain the organizational form of Qingke E-commerce, to ensure that Qingke E-commerce can timely obtain all the Business Licenses required to its business operation, and to keep all Business Licenses valid at all times. Meanwhile, Qingke E-commerce undertakes to make every effort and take all necessary measures to develop the business of Qingke E-commerce, to ensure the legal and lawful operation of Qingke E-commerce, and to refrain from any act or omission that may damage the assets and goodwill of Qingke E-commerce.

7.5 During the term hereof, Qingke E-commerce will provide all its business and financial information to WFOE according to the requirements of WFOE.

7.6 Without prior written consent of WFOE, Qingke E-commerce will not distribute dividends or profits to the Existing Shareholders, but will distribute all distributable profits to Existing Shareholders as soon as WFOE requests so in writing.

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7.7 During the term hereof, Qingke E-commerce notify WFOE of any threatened or pending action, arbitration and administrative procedure with respect to the assets, business and income of Qingke E-commerce as soon as it get knowledge of it.

7.8 Qingke E-commerce shall strictly abide by this Agreement and other agreements signed with Existing Shareholders and WFOE, fulfill its obligations hereunder and thereunder, and refrain from any act or omission that may affect the validity and enforcement of such agreements

Article 8 Confidentiality

8.1 During the term hereof, all client information and other information related to the business of Qingke E-commerce and WFOE and the services provided by WFOE (“Client Information”) shall be owned by both Parties.

8.2 Whether this Agreement is terminated or not, Qingke E-commerce and WFOE shall keep strictly confidential the Confidential Information obtained by them during the performance hereof. For the purpose of this Agreement, “Confidential Information” refers to any trade secrets and proprietary information of the other Party, Client Information and other relevant information shared by both Parties, non-public information of any other Party, any contract, agreement, memorandum, appendix, draft or record signed by both Parties for the purpose of this Agreement (including this Agreement). The Party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any third party, except with the prior written consent of the other Party or as required by relevant laws and regulations or the listing requirements. The Receiving Party shall not use, directly or indirectly, the Confidential Information or any part thereof, except for the purpose of performance of this Agreement. Upon the termination hereof, Qingke E-commerce shall, at the request of WFOE, return all documents, materials or software containing the Confidential Information to Qingke E-commerce, or destroy such documents, materials or software by itself, and delete any Confidential Information from any relevant memory devices, and shall not use such Confidential Information any more.

8.3 The following information shall not be deemed as Confidential Information:

(1) Any information previously known by the Receiving Party through legal means as evidenced by written documents;

(2) Information that enters the public domain without the default of the Receiving Party or information that is known to the public due to other reasons;

(3) Information disclosed with prior written consent of any other Party hereto; or

(4) Information legally obtained by the Receiving Party from other sources.

8.4 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or designated professionals, provided that it shall ensure that the said persons are also bound by this Agreement and keep confidential such Confidential Information and use such Confidential Information only for the purpose of performance of this Agreement. The disclosure of any Confidential Information by any employee or agent employed by any Party shall be deemed to as the disclosure by the Party itself, who shall be liable for any legal liability resulting therefrom.

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Article 9 Term

This Agreement shall enter into force on the date when it is duly executed by the Parties, and terminate after the Option Equity is fully transferred to WFOE and/or other entity or individual designated by WFOE in accordance with the provisions hereof.

Article 10 Notice

10.1 All notice, request, demand and other communications required or sent under this Agreement shall be served in writing to the Party concerned.

10.2 The above notice and other communications, if sent by fax or telex, shall be deemed to have been served once they are delivered; if sent in person, shall be deemed to have been served once they are delivered face-to-face; if sent by post, shall be deemed to have been served five (5) days after posting.

Article 11 Liability for Breach

11.1 The Parties agree and confirm that if any Party (the “Breaching Party”) materially breaches any provisions hereof or fails to perform any of its obligations hereunder, it shall constitute a breach of this Agreement (the “Breach”). In such case, the non-breaching Parties (the “Non-breaching Parties”) shall be entitled to require the Breaching Party to rectify the Breach or take remedial measures within a reasonable period of time. If the Breaching Party fails to do so within the reasonable period of time or within ten (10) days after receiving the written notice of the Non-breaching Parties,

11.1.1 if the Breaching Party is an Existing Shareholder or Qingke E-commerce, the Non-breaching Parties shall be entitled to take the following measures at its own discretion: (1) terminate this Agreement and demand full damages from the Breaching Party; (2) require the Breaching Party to continue to perform its obligations hereunder and compensate all damages resulting therefrom. And

11.1.2 If the Breaching Party is WFOE, the Non-breaching Parties shall be entitled to require the Breaching Party to continue to perform its obligations hereunder and compensate all damages resulting therefrom.

11.2 All Parties agree and confirm that under no circumstances shall Existing Shareholders and Qingke E-commerce require the termination of this Agreement for any reason.

11.3 The rights and remedies provided herein shall be cumulative and in addition to other rights or remedies provided by law.

11.4 Notwithstanding other provisions hereof, the validity of Article 11 shall not be affected by the suspension or termination of this Agreement.

Article 12 Miscellaneous

12.1 This Agreement is made in Chinese and in quintuplicate, with each Party holding one of them, which shall have the same legal effect.

12.2 The execution, validity, performance, modification, interpretation and termination of this Agreement shall be governed by the Laws of China.

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12.3 Any dispute arising out of or in connection with this Agreement shall be settled by all Parties through negotiation. If such negotiation fails within thirty (30) days after the dispute arises, either Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration by three arbitrators appointed in accordance with the then effective rules of the arbitration center. The arbitral award shall be final and binding upon all Parties.

12.4 Any rights, powers and remedies granted to each Party by any provision hereof shall not preclude any other rights, powers or remedies enjoyed by the Party pursuant to law and other provisions hereof, nor the exercise of any single rights, powers and remedies by either Party shall preclude the exercise of any other rights, powers and remedies by such Party.

12.5 Any failure or delay by either Party to exercise any of its rights, powers and remedies hereunder (“The Rights”) shall not constitute the waiver by such Party of The Rights, nor any single or part waiver of The Rights shall preclude any further exercise of The Rights.

12.6 The headings of the articles of this Agreement are for reference only and shall not be used or affect the interpretation of such articles.

12.7 Each provision of this Agreement shall be severable and independent of each other. If any provisions of this Agreement become invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions shall not be affected.

12.8 This Agreement, once executed, shall supersede any other legal documents executed by the Parties on the subject matter hereof. Any amendment or supplement to this Agreement shall be made in writing and shall not come into force unless it is duly executed by the Parties.

12.9 Without prior written consent of WFOE, neither the Existing Shareholders nor Qingke E-commerce shall transfer any of their rights and/or obligations hereunder to any third party. However, WFOE shall have the right to transfer any of its rights and/or obligations hereunder to any third party designated by it after notifying Existing Shareholders and Qingke E-commerce Business.

12.10 This Agreement shall be binding upon the legal successors of all Parties (including but not limited to the successors of the Option Equity in case any of the Existing Shareholders dies (as a natural person) or goes bankruptcy (as an enterprise)).

(No Body Text Below)

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(This is the signature page of the Exclusive Option Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Shanghai Qingke E-Commerce Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                    

(This is the signature page of the Exclusive Option Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Guangjie Jin

Signature: /s/ Guangjie Jin                                    

(This is the signature page of the Exclusive Option Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Bing Xiao
Signature:	/s/ Bing Xiao

(This is the signature page of the Exclusive Option Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Xiamen Siyuan Investment Management Co., Ltd. (Seal)

(Sealed)

Legal representative: Xuejun Xie

Authorized representative (signature): /s/ Xuejun Xie                                    

(This is the signature page of the Exclusive Option Agreement only)

IN WITNESS WHEREOF, this Agreement is duly executed by the following Parties on the date and place first written above.

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

(Sealed)

Legal representative: Guangjie Jin

Authorized representative (signature): /s/ Guangjie Jin                                    

Appendix I:

Form of the Notice of Exercise of the Equity Transfer Option

To: [Name of Existing Shareholders]

In view of the fact that we signed an Exclusive Option Agreement (the “Option Agreement”) with you and Shanghai Qingke E-Commerce Co., Ltd. (the “Qingke E-Commerce”) on                     , 2015, under which you shall, to the extent permitted by the laws and regulations of China and at the request of us, transfer the equity you hold in Qingke E-commerce to us or to any third party designated by us.

Therefore, we hereby notify you of the following:

We hereby request to exercise the Equity Transfer Option under the Option Agreement, to effect the transfer of the     % equity held by you in Qingke E-commerce (the “Transferring Equity”) to us/the [entity/personal name] designated by us. Upon receipt of this notice, please transfer the Transferring Equity to us/the [entity/personal name] designated by us in accordance with the Option Agreement.

Your truthfully,

(No Body Text Below)

(This is the signature page of the Appendix I: Form of the Notice of Exercise of the Equity Transfer Option to the Exclusive Option Agreement only)

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

Legal representative: Guangjie Jin

Authorized representative (signature):

Date:

Appendix II:

Form of the Notice of Exercise of the Assets Purchase Option

To: Shanghai Qingke E-Commerce Co., Ltd.

In view of the fact that we signed an Exclusive Option Agreement (the “Option Agreement”) with you and Guangjie Jin, Bing Xiao and Xiamen Siyuan Investment Management Co., Ltd on                     , 2015, under which you shall, to the extent permitted by the laws and regulations of China and at the request of us, transfer the assets of you to us or to any third party designated by us.

Therefore, we hereby notify you of the following:

We hereby request to exercise the Assets Purchase Option under the Option Agreement, to effect the transfer of all the assets of your company as set out in list attached (the “Transferring Assets”) to us/the [entity/personal name] designated by us. Upon receipt of this notice, please transfer the Transferring Assets to us/ the [entity/personal name] designated by us in accordance with the Option Agreement.

Your truthfully,

(No Body Text Below)

(This is the signature page of the Appendix II: Form of the Notice of Exercise of the Assets Purchase Option to the Exclusive Option Agreement only)

Shanghai Qingke Investment Consulting Co., Ltd. (Seal)

Legal representative: Guangjie Jin

Authorized representative (signature):                                                  

Date:

Appendix III:

Form of Power of Attorney

I, Bing Xiao, hereby irrevocably entrust Guangjie Jin (ID Card No. [***]), as my entrusted agent, with the power and authority to execute Equity Transfer Agreement and other relevant legal documents between myself, Shanghai Qingke E-Commerce Co., Ltd. (“Qingke E-Commerce”) and WFOE with respect to the equity transfer of Qingke E-Commerce.

(No Body Text Below)

(This is the signature page of the Appendix III: Form of Power of Attorney to the Exclusive Option Agreement only)

Guangjie Jin

Signature:

Date:

(This is the signature page of the Appendix III: Form of Power of Attorney to the Exclusive Option Agreement only)

Bing Xiao

Signature:                                                      

Date:                     

(This is the signature page of the Appendix III: Form of Power of Attorney to the Exclusive Option Agreement only)

Xiamen Siyuan Investment Management Co., Ltd. (Seal)

Legal Representative: Xuejun Xie

Authorized representative (signature):                                                  

Date:                     

EX-10.8

Exhibit 10.8

SHRB

Strategic Cooperation Agreement

(February, 2019)

Strategic Cooperation Agreement

Between

SHRB

And

Shanghai Qingke Public Rental Housing Operation

and Management Co., Ltd.

Party A: SHRB

Address: Unit 01 and 02, 1/F, Century Avenue No.1239, China (Shanghai)

Pilot Free Trade Zone, China

Legal representative: Funing Hou

Unified Social Credit Code: 913100003245078523

Party B: Shanghai Qingke Public Rental Housing Operation and

Management Co., Ltd.

Address: Room 1607, Building A, Greenland Center, Longhua Middle

Road No.596, Xuhui District, Shanghai

Legal representative: Guangjie Jin

Unified Social Credit Code: 913100003208505147

WHEREAS:

(I)     Party A is one of the first batch of five private banks to be piloted nationwide, and it was originated from the new era of reform and was established in the Shanghai Free Trade Zone. With steady development in good faith and forging ahead to keep pace with the era, Party A is committed to becoming a century-old enterprise with evergreen foundation. Relying on new thinking and techniques, facing the new economy and serving new enterprises and lifestyles, Party A focuses on small and micro enterprises and the public, serving clients with professional wisdom, supporting the real economy with business wisdom, and promoting social progress with innovative wisdom.

(II)     As a leader of the distributed long-term rental apartment services that was established in Shanghai in 2012, Party B is committed to providing high-quality long-term rental apartment services for young clients and making extensive use of advanced Internet and Internet of things technologies to create efficient management and operation. Besides, it also builds an online and offline living community for young tenants to meet their needs in residence, consumption, social life, culture and other aspects.

(III)    Both Parties intend to carry out in-depth cooperation in the industry of long-term rental apartments and implement the important ideas of the 19th National Congress of the Communist Party of China, that is, we will work faster to put in place a housing system that provides housing for people to live in, not for speculation and move faster to establish a system that provides housing for people from multiple sources, to ensure housing through multiple channels, and to providing housing for both rental and purchasing needs. Both Parties shall work together to achieve win-win results for landlords, tenants and suppliers.

THEREFORE, both Parties, based on the principles of equality, voluntariness and good faith, have reached the following agreement.

I. Cooperation Principle

Article 1 Both Parties shall cooperate in accordance with the following principles:

(I) Standard Operation. The areas, methods and means of cooperation between the Parties shall comply with national laws and regulations, regulatory authorities and relevant internal provisions between both Parties.

(II) Mutual Trust. Both Parties shall cooperate in good faith and trust each other.

(III) Mutual benefit. Through cooperation, both Parties shall benefit from each other and achieve common development.

(IV) Long-term cooperation. The Parties shall establish a harmonious and close strategic cooperative partnership and give full play to their respective resources and channel advantages, thereby jointly promote the long-term and sustainable development of both businesses.

II. Cooperation Method

Article 2 Both Parties undertake to carry out this cooperation in strict accordance with relevant laws, regulations and regulatory requirements including the Commercial Bank Law of the People’s Republic of China.

Article 3 The scope of cooperation between Party A and Party B is limited to the territory of the People’s Republic of China (excluding Hong Kong, Macao and Taiwan).

Article 4 The cooperation method as agreed by both Parties is as follows: Party B is responsible for the operation of the long-term rental apartment services, and in accordance with laws and regulations and bank regulations, Party A intends to grant Party B a credit line of RMB 2 billion (RMB 450 million shall be used for the house decoration purchased by Party B and the daily operation of the company, RMB 550 million shall be used for the upstream and downstream supply chain cooperation and RMB 1 billion shall be used for the rental loan) with a loan interest rate of 7.5%.

Article 5 Party B shall conduct business, credit investigation and operation in accordance with laws and regulations without major changes and ensure that the operating income in 2018 is not less than RMB 800 million. Party B shall meet the loan conditions proposed by Party A and complete the relevant procedures. The specific requirements shall be subject to the internal approval of Party A, and the Parties shall sign a specific loan contract separately.

Article 6 Both Parties agree to share the relevant information (Including the transaction records formed under the repayment account opened by the customer at party A, hereinafter inclusive) and establish an information transmission system between the Parties on the basis of acquiring the client authorization and complying with the confidentiality clauses and work together to complete the docking and module development for the system mentioned above. Both Parties undertake to make reasonable use of the relevant information within the scope of “anti-money laundering, anti-fraud and prevention of illegal fund-raising” and comply with laws, regulations and regulatory authorities when using the financial information of client.

Article 7 Both Parties may cooperate in marketing and publicity. During marketing and promotional activities, either Party, subject to correct self-identification and written consent from the other Party, may use the name or logo of the other Party based on the need to explain the cooperative relationship between both Parties.

Article 8 Party A and Party B agree to have full and positive communication during the cooperation. Each Party has the duty of disclosure to inform the other Party of any matter discovered and learned by such Party that may have a significant impact on the business related hereto.

Article 9 During the term hereof, the specific cooperation matters between the Parties shall be subject to this Agreement, the supplementary Agreement and the relevant Appendix hereof.

III. Rights Protection

Article 10 Party A and Party B shall ensure that the services, project results, research methods and tools each provides do not infringe any third party patent rights, trademark rights, copyrights, trade name rights, technical secrets and business method rights. If the innocent Party suffers loss therefrom, the breaching Party shall be liable for compensation.

Article 11 Both Parties shall ensure that the data sources provided to the other Party comply with the provisions of laws and regulations and the agreement between the Provider and the Recipient. The Provider shall ensure that the collection and use of electronic personal information of citizens conforms to the principles of legality, legitimacy and necessity and that it has made clear to the Recipient the purpose, method and scope of the information it collects and uses, and has obtained the consent of the Recipient.

Article 12 Prior to the signing hereof, the intellectual property rights of the Parties, including, but not limited to, information, technological achievements, brands, trademarks, trade names and names, shall be owned by the Parties respectively. Neither Party shall infringe the intellectual property rights of the patent holder in any way.

Article 13 If either Party breaches the rights protection clause stipulated in this Article, the other Party is entitled to terminate this Agreement at any time and require the breaching Party to bear the losses thus suffered by the non-breaching Party.

IV. Anti-false Publicity

Article 14 Both Parties are clear and willing to strictly comply with the Copyright Law, Trademark Law, Patent Law, Anti-unfair Competition Law and other intellectual property rights, contract laws and advertising laws of the People’s Republic of China. Both Parties are entitled to make true and reasonable use or publicity within the agreed scope of the matters set out herein in the agreed manner, except for the confidential contents agreed herein. To avoid risks such as trademark infringement and improper publicity, both Parties agree that prior written approval of the other Party shall be obtained before using the other Party’s trademarks, brands, company name for publicity, otherwise such use or publicity shall not be permitted. Both Parties hereby undertake to respond positively to each other’s reasonable use or publicity on cooperation matters. Both Parties acknowledge that using the other Party’s trademarks, brands and company name for commercial publicity without prior written consent of such Party; fictitious matters of cooperation; exaggeration of the scope, content, effect, scale and degree of cooperation shall be deemed as a breach hereof and may constitute unfair competition due to false publicity. The non-breaching Party or the infringed Party reserves the right to investigate the corresponding legal liability.

V. Confidentiality

Article 15 Both Parties shall keep confidential the business secrets (“Business Secrets”) of each other. “Business Secrets” includes, but not limited to, the company information provided for the performance hereof, other documents and information arising from the cooperation with respect to the contents hereof, subsequent specific agreements and any supplementary agreements, documents, client information, financial information and business letters of the other Party or its affiliates obtained by either Party. In addition to the confidentiality undertaking of the aforementioned information, both Parties are obliged to take all reasonable measures to protect the information received from distribution, dissemination, disclosure, reproduction and abuse and access by irrelevant persons. Both Parties undertake to continue to assume the confidentiality obligations under this Article after the termination hereof. Either Party is entitled to claim for losses that arise from intentional or negligent disclosure of trade secrets by the other Party.

VI. Anti-money Laundering

Article 16 Both Parties shall, in accordance with the Anti-money Laundering Law of the People’s Republic of China and other anti-money laundering regulatory laws and regulations, define responsibilities, assist each other, take effective measures and jointly promote the anti-money laundering cooperation:

(I) Party B shall perform the client identification obligation in accordance with the requirements of anti-money laundering regulations;

(II) Party A shall be able to obtain from Party B copies, scanned copies or electronic copies of valid identification documents and other materials required by client identification when handling relevant formalities;

(III) Party B shall, in accordance with the law, keep the identity information and transaction records of the client, to ensure that Party A can attach sufficient importance to the transaction and provide information necessary for monitoring and analyzing the transaction, investigating suspicious transaction activities and investigating and dealing with money laundering cases;

(IV) To jointly assist relevant regulatory agencies to properly handle major anti-money laundering cases;

(V) Both Parties shall undertake the anti-money laundering obligations required by other anti-money laundering laws and regulations in accordance with the regulatory regulations.

VII. Liability for Breach

Article 17 If either Party violates this Agreement directly or indirectly, or fails to assume or fails to timely and fully assume its obligations hereunder, the non-breaching Party is entitled to require the breaching Party to correct its breach. If the breaching Party refuses to correct its breach, the non-breaching Party is entitled to terminate this Agreement and require the breaching Party to assume liability for breach and compensate all losses of the non-breaching Party.

VIII. Dispute Settlement

Article 18 Any dispute between the Parties shall be settled first by friendly negotiation. If no settlement can be reached through negotiation, either Party may bring a lawsuit to a people’s court of competent jurisdiction of the location of Party A.

IX. Change and Termination

Article 19 This Agreement shall be valid for three years from the effective date hereof. If either Party needs to terminate this Agreement in advance, it shall notify the other Party in writing three months in advance and obtain the written consent of the other Party before termination.

The term hereof shall not affect the validity period of a written agreement on a specific business agreed by both Parties. The change hereof shall be valid only if both Parties reach a consensus through consultation and sign a written agreement.

X. Supplementary Provisions

Article 20 This Agreement shall be made in quadruplicate, and each Party holding two of them, all of which have the same legal effect. This Agreement shall become effective on the date when the legal representatives or authorized representatives of both Parties sign and affix their official seals.

Article 21 For matters not covered herein, the Parties shall sign a written supplementary agreement, which shall be an integral part hereof. In the event of conflict between the supplementary agreement and this Agreement, the supplementary agreement shall prevail, otherwise, this Agreement shall prevail.

Article 22 This Agreement shall form part of the subsequent formal and specific agreement between the Parties.

Article 23 If the contents hereof are inconsistent with any laws, regulations or relevant mandatory provisions of CBRC, the relevant provisions shall prevail.

Article 23 Any express, implied, oral or written explanation, commitment or undertaking made by any person without the authorization of both Parties and inconsistent with this Agreement shall have no legal effect.

(This is the signature page of the Cooperation Agreement only)

Party A (Seal and signature):

SHRB (Official Seal)

(Sealed)

Legal/authorized representative: (signature)

/s/ Funing Hou

February 21, 2019

Party B (Seal and signature):

Shanghai Qingke Public Rental Housing Operation and Management Co., Ltd. (Official Seal)

(Sealed)

Legal representative/authorized representative: (signature)

/s/ Guangjie Jin

February 21, 2019

EX-10.9

Exhibit 10.9

2019 SHARE INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of this 2019 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Q&K International Group Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of the Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1    “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.2    “Award” means an Option, Restricted Share, Restricted Share Unit or any other type of award approved by the Committee 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    “Board” means the Board of Directors of the Company.

2.5    “Code” means the Internal Revenue Code of 1986 of the United States, as amended.

2.6    “Committee” means a committee of the Board described in Article 10.

2.7    “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.

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2.8    “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, statutory merger, 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;

(c)    the complete liquidation or dissolution of the Company;

(d)    any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or

(e)    acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.

2.9    “Director” means a member of the Board or a member of the board of directors of any Subsidiary of the Company.

2.10    “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.

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2.11    “Effective Date” shall have the meaning set forth in Section 11.1.

2.12    “Employee” means any person, including an officer or a Director, 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.

2.13    “Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended.

2.14    “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 or the NASDAQ Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported on the website maintained by such exchange or market system 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 transaction, (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.

2.15    “Group Entity” means any of the Company and Subsidiaries of the Company.

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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) if the Shares or other securities representing the Shares are not listed on a stock exchange, a Director of the Company who is a Non-Employee Director; and (ii) if the Shares or other securities representing the Shares are listed on one or more stock exchange, a Director of the Company who meets the independence standards under the applicable corporate governance rules of the stock exchange(s).

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 Director, Consultant or Employee, 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 2019 Share Incentive Plan of the Company, as amended and/or restated 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, or controls through contractual arrangements and consolidates the financial results according to applicable accounting standards, 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 an Award granted pursuant to Article 7.

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.

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2.29    “Share” means the ordinary shares of the Company (or upon completion of the Company’s initial public offering, the Class A ordinary shares or Class B ordinary shares of the Company), par value US$0.00001per share (or upon completion of the Company’s initial public offering, par value US$0.000001 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 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) (the “Award Pool”) shall be determined by at least two-thirds of votes cast by directors in a duly constituted meeting (which, for this purpose, shall include all Independent Directors to be quorate), including affirmative votes from all Independent Directors, the size of the Award Pool to be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or similar transactions; provided that no Awards shall be granted or agreed to be granted until after the 270th day from the consummation of the Company’s initial public offering.

(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 a Group Entity 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.

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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, at the discretion of the Committee, any Shares distributed pursuant to an Award may be represented by American Depository Shares. 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. Persons eligible to participate in this Plan include Employees, Consultants, and Directors, as determined by the Committee.

4.2    Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.

4.3    Jurisdictions. In order to assure the viability of Awards granted to Participants employed 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. Provided that the exercise price per Share shall not be less than the par value of any such Shares, 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 price or a 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.

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(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 and Other Events. Termination of employment or service shall have the following effects on Options granted to the Participants:

(i)    Unless otherwise provided in the Award Agreement, and except for the circumstances described under Section 5.1(e)(ii) hereof, if a Participant’s employment by or service to the Service Recipient is terminated for any reason, the Participant’s Options will terminate upon such termination, whether or not these Options are then vested and/or exercisable, and if the Participant has exercised any Options and holds any Shares obtained by exercising such Options upon such termination, the Company shall have the right to repurchase these Shares at the aggregate exercise price the Participant has paid for these Options;

(ii)    Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient terminates as a result of the Participant’s death or Disability:

(a) the Participant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death, respectively), will have until the date that is 12 months after the Participant’s termination of employment or service 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 or service on account of death or Disability;

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(b) the Options, to the extent not vested and exercisable on the date of the Participant’s termination of employment or service, shall terminate upon the Participant’s termination of employment or service on account of death or Disability; and

(c) the Options, to the extent exercisable for the 12-month period following the Participant’s termination of employment or service and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period.

(iii)    Notwithstanding Section 5.1(e)(i) hereof, unless otherwise provided in the Award Agreement, if a Participant engages in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Service Recipient, the Participant’s Options will terminate immediately as of the first incidence of the said unfair completion or acts, whether or not these Options are then vested and/or exercisable.

5.2    Incentive Share Options. Incentive Share Options may be granted to Employees of the Company or a 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, provided that the exercise price per Share shall not be less than the par value of any such Share. 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 or any Parent or Subsidiary 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.

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(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 Shares). 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.

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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    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, Shares or a combination thereof.

7.4    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 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.

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8.2    No Transferability; Limited Exception to Transfer Restrictions.

(a)    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:

(i)    all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;

(ii)    Awards will be exercised only by the Participant; and

(iii)    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.

(b)    Exceptions to Limits on Transfer. Notwithstanding the foregoing, no provision herein shall prevent or forbid transfers to a trust that was established solely for tax planning purposes and not for purposes of profit or commercial activity or, to one or more “family members” (as such term is defined in SEC Rule 701 promulgated under the Securities Act of 1933, as amended) by gift or pursuant to a qualified domestic relations order.

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    Performance Objectives and Other Terms. The Committee, in its discretion, shall set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of the Awards that will be granted or paid out to the Participants.

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8.5    Share Certificates.

(a)    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.

(b)    Notwithstanding anything herein to the contrary, unless otherwise determined by the Committee or required by Applicable Laws, the Company shall not deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded on the books of the Company or, as applicable, its transfer agent or share plan administrator.

8.6    Paperless Administration. Subject to Applicable Laws, the Committee may make Awards and provide applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards.

8.7    Foreign Currency. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China for Chinese Renminbi, or for jurisdictions other than the People’s Republic of China, the exchange rate as selected by the Committee on the date of exercise.

ARTICLE 9

CHANGES IN CAPITAL STRUCTURE

9.1    Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the shares of Shares or the share price of a Share, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan.

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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, without limitation, and with or without consent of the Participant, 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) accelerated vesting, including, but not limited to, payment of such 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 as determined by the Committee 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, and 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 (the “Committee”) to whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members, Independent Directors and executive officers of the Company. Reference to the Committee shall refer to the Board in absence of the Committee. Notwithstanding the foregoing, the full Board, acting by majority of its members in office, shall conduct the general administration of the Plan if required by Applicable Laws, and with respect to Awards granted to the Committee members, Independent Directors and executive officers of the Company and for purposes of such Awards, the term “Committee” as used in the Plan shall be deemed to refer to the Board. The Committee may further delegate, to the extent permitted by applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate officers, employees and consultants of the Company and its Subsidiaries who will receive grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards, in each case within the limits established by the Board or the Committee.

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10.2    Grant of Other Types of Awards. The Committee, at any time and from time to time, may grant other types of Awards to Participants as the Committee, in its sole discretion, shall determine, including, without limitation, share appreciation rights, dividend equivalents, share payments and deferred shares.

10.3    Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other Employee of a Group Entity, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

10.4    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;

(c)    determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d)    determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and 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;

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(h)    establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i)    interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;

(j)    amend terms and conditions of Award Agreements; and

(k)    make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan, including design and adopt from time to time new types of Awards that are in compliance with Applicable Laws.

10.5    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 shall become effective as of the date on which the Board adopts the Plan (the “Effective Date”). The Plan shall be ratified by the shareholders of the Company by written resolutions or at a meeting duly held in accordance with the applicable provisions of the Company’s Memorandum of Association and Articles of Association within 12 months of the Effective Date.

11.2    Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

ARTICLE 12

AMENDMENT, MODIFICATION, AND TERMINATION

12.1    Amendment, Modification, and Termination. At any time and from time to time, the Board may terminate, amend or modify the Plan; provided, however, that any amendment or modification of Section 3.1 shall be determined by at least two-thirds of votes cast by directors in a duly constituted meeting (which, for this purpose, shall include all Independent Directors to be quorate), including affirmative votes from all Independent Directors and provided, further, to the extent necessary and desirable to comply with Applicable Laws or stock exchange rules, the Company shall also 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.

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.

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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 relevant Group Entity.

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13.6    Indemnification. To the extent allowable pursuant to the memorandum and articles of association of the Company and 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 any Group Entity except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

13.8    Expenses. The expenses of administering the Plan shall be borne by the Group Entities.

13.9    Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

13.10    Fractional Shares. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.

13.11    Limitations Applicable to Section 16 Persons. Notwithstanding anything herein to the contrary, 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.

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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. Subject to Section 12.1, 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 at least two-thirds of votes cast by directors in a duly constituted meeting (which, for this purpose, shall include all Independent Directors to be quorate), including affirmative votes from all Independent Directors.

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EX-21.1

Exhibit 21.1

Significant Subsidiaries and VIE of the Registrant

Significant Subsidiaries of the Registrant	Place of Incorporation
QK365.com INC.	British Virgin Islands
QINGKE (CHINA) LIMITED	Hong Kong
Shanghai Qingke Investment Consulting Co., Ltd.	China
VIE	Place of Incorporation
Shanghai Qingke E-Commerce Co., Ltd.	China
Significant Subsidiaries of the VIE	Place of Incorporation
Shanghai Qingke Equipment Rental Co., Ltd.	China
Shanghai Qingke Trade Co., Ltd.	China
Shanghai Qingke Creative Industry Supporting Property Management Co., Ltd.	China
Shanghai Min Qing Property Management Co., Ltd.	China
Shanghai Qing Teng Investment Management Center (Limited Partnership)	China
Suzhou Qingke Information Technology Co., Ltd.	China
Shanghai Qingke Public Rental Housing Leasing Management Co., Ltd.	China
Nanjing Qingke Apartment Management Co., Ltd.	China
Wuhan Qingke Apartment Hotel Management Co., Ltd.	China
Beijing Qingke Property Management Co., Ltd.	China
Shanghai Baoshan Qingke Public Rental Housing Operation and Management Co., Ltd.	China
Hangzhou Qingke Apartment Management Co., Ltd.	China
Shanghai Ketong Industry Co., Ltd.	China

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated June 28, 2019 (September 17, 2019 as to the convenience translation described in Note 2) relating to the consolidated financial statements of Q&K International Group Limited, its subsidiaries and consolidated variable interest entities (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the translation of Renminbi amounts to United States dollar amounts), appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shanghai, China

October 7, 2019

EX-99.1

Exhibit 99.1

CODE OF BUSINESS CONDUCT AND ETHICS

OF Q&K INTERNATIONAL GROUP LIMITED

(Adopted by the Board of Directors of Q&K International Group Limited on

September 27, 2019, effective upon the effectiveness of its registration statement on

Form F-1 relating to its initial public offering)

I. Purpose

Q&K International Group Limited, its subsidiaries and its variable interest entity (collectively, the “Company”) is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics. This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to these higher standards.

This Code is designed to deter wrongdoing and to promote:

(i)    honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(ii)    full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

(iii)    compliance with applicable governmental laws, rules and regulations;

(iv)    prompt internal reporting of violations of the Code; and

(v)    accountability for adherence to the Code.

II. Applicability

This Code applies to all directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”).

The Board of Directors of the Company (the “Board”) has appointed Mr. Guangjie Jin as the compliance officer for the Company (the “Compliance Officer”). If you have any questions regarding the Code or would like to report any violation of the Code, please call the Compliance Officer at +86-21-6417-9625 (ext. 888) or e-mail him at bill@qk365.com. Any questions or violations of the Code involving an executive officer, which include the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Operating Officer, Financial Director, and any other persons who perform similar functions for the Company (each an “executive officer”), shall be directed or reported to any of our independent director on the Board or the members of the appropriate committee of the Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board.

III. Conflicts of Interest

A. Identifying Conflicts of Interest

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be considered conflicts of interest:

1.    Competing Business. No employee may be concurrently employed by a business that competes with the Company or deprives it of any business.

2.    Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company. If you discover a business opportunity that is in the Company’s line of business, through the use of the Company’s property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.

3.    Financial Interests.

(i)    No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such financial interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee’s working hours at the Company;

(ii)    no employee may hold any ownership interest in a privately-held company that is in competition with the Company;

(iii)    an employee may hold up to but no more than 1.0% ownership interest in a publicly traded company that is in competition with the Company; and

(iv)    no employee may hold any ownership interest in a company that has a material business relationship with the Company.

If an employee’s ownership interest in a business entity described in clause (iii) above increases to more than 1.0%, the employee must immediately report such ownership to the Compliance Officer.

4.    Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

5.    Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate.

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It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:

• Is it legal?

• Is it honest and fair?

• Is it in the best interests of the Company?

B. Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law.

C. Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of your family” include your spouse, brothers, sisters and parents, in-laws and children.

IV. Gifts and Entertainment

A. Generally

The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions.

It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports, and must be approved by the head of the relevant department of the Company.

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Employees may only accept appropriate gifts. Employees are encouraged to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over US$100 must be submitted immediately to the administration department of the Company.

The Company’s business conduct is founded on the principle of “fair transaction.” Therefore, no employee may give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits.

B. United States Foreign Corrupt Practices Act Compliance

The United States Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA not only violates the Company’s policy but is also a civil or criminal offense under FCPA which the Company is subject to after the Code becomes effective. No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with and approved by your supervisor in advance before it can be made.

C. Political Contributions

Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contribution activities include:

(i)    any contributions of Company funds or other assets for political purposes;

(ii)    encouraging individual employees to make any such contribution; and

(iii)    reimbursing an employee for any political contribution.

V. Fair Dealing

The Company strives to compete and to succeed through superior performance and products and without the use of unethical or illegal practices. Accordingly, the Company’s employees should respect the rights of, and should deal fairly with, the Company’s customers, suppliers, competitors and employees and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any material misrepresentation. For example, an individual should not:

(i)    give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits;

(ii)    spread rumors about competitors, customers or suppliers that the individual knows to be false;

(iii)    intentionally misrepresent the nature of quality of the Company’s products; or

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(iv)    otherwise seek to advance the Company’s interests by taking unfair advantage of anyone through unfair dealing practices, including engaging in unfair practices through a third party.

VI. Protection and Use of Company Assets

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

(i)    exercise reasonable care to prevent theft, damage or misuse of Company property;

(ii)    promptly report the actual or suspected theft, damage or misuse of Company property;

(iii)    safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and

(iv)    use Company property only for legitimate business purposes.

VII. Intellectual Property and Confidentiality

1.    All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company, shall be the property of the Company.

2.    The Company maintains a strict confidentiality policy. During an employee’s term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

3.    In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.

4.    Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees.

5.    An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

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6.    Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

VIII. Accuracy of Financial Reports and Other Public Communications

Upon the completion of the IPO, the Company will be a public company which is required to report its financial results and other material information about its business to the public and the SEC. It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:

(v)    financial results that seem inconsistent with the performance of the underlying business;

(vi)    transactions that do not seem to have an obvious business purpose; and

(vii)    requests to circumvent ordinary review and approval procedures.

The Company’s senior financial officers and other employees working in the finance and accounting department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:

(i)    to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

(ii)     not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

(iii)    not to withdraw an issued report; or

(iv)    not to communicate matters to the Company’s audit committee of the Board.

Employees with information relating to questionable accounting or auditing matters may also confidentially, and anonymously if they desire, submit the information in writing to the Company’s audit committee of the Board.

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IX. Company Records

Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Company’s record keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy.

X. Compliance with Laws and Regulations; Insider Trading

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer.

Employees are prohibited from trading securities while in possession of material nonpublic information, whether of the Company or other companies, and must comply with insider trading and any applicable securities law and the Company’s Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading regarding securities transactions and handling of confidential information. Insider trading is both unethical and illegal and will be firmly dealt with by the Company. Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members, as well as with other employees.

XI. Workplace Environment

A. Discrimination and Harassment

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, you should consult the Compliance Officer.

B. Health and Safety

The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.

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Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

XII. Violations of the Code; Protection Against Retaliation

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern. Any suspected violation of this Code involving an executive officer shall be directed or reported to any of our independent directors on the Board or to the appropriate committee of the Board. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern.

It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action up to and including termination of employment.

XIII. Waivers of the Code

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public.

XIV. Conclusion

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. The Company expects all employees to adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.

* * * * * * * * * * * * *

8

EX-99.2

Exhibit 99.2

26/F, Tower 1, HKRI Taikoo Hui

288 Shimen Road

Shanghai 200041, PRC

T: (86-21) 5298-5488

F: (86-21) 5298-5492

junhesh@junhe.com

Legal Opinion

To: Q&K INTERNATIONAL GROUP LIMITED

Room 1607, Building A,

No. 596 Middle Longhua Road,

Xuhui District, Shanghai

Date: October 7, 2019

Re: PRC Legal Opinion on Certain PRC Law Matters

Dear Sirs/Madams,

We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this legal opinion (the “Opinion”) only, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan) and are qualified to issue a legal opinion on the laws and regulations of the PRC.

We have acted as the PRC counsel of Q&K International Group Limited (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with (i) the proposed initial public offering (the “Offering”) by the Company of the American Depositary Shares (“ADSs”), in accordance with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933 (as amended) and (ii) the Company’s proposed listing and trading of the ADSs on the NASDAQ ((i) and (ii) above collectively, the “Transactions”).

In so acting, we have examined the Registration Statement, the originals or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates, approvals and other instruments as we have deemed necessary for the purpose of rendering this opinion, including, without limitation, originals or copies of the agreements and certificates issued by PRC authorities and officers of the Company (“Documents”). In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement and that the Registration Statement and other documents will be executed by the parties in the forms provided to and reviewed by us. We have also assumed the genuineness of all signatures, seals and chops, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies, and the truthfulness, accuracy and completeness of all factual statements in the documents.

I     DEFINITIONS

The following terms as used in this Opinion are defined as follows:

“Government Agency”	means any competent government authorities, courts, arbitration commissions, or regulatory bodies of the PRC. “Government Agencies” shall be construed accordingly as the context may require.
“Governmental Authorization”	means any approval, consent, permit, authorization, filing, registration, exemption, waiver, endorsement, annual inspection, qualification and license required by the applicable PRC Laws to be obtained from any Government Agency.
“HK Subsidiary”	means Qingke (China) Limited, a company incorporated in Hong Kong of which 100% equity interest is indirectly owned by the Company.
“M&A Rules”	means the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce, China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of the PRC on August 8, 2006 and as amended on June 22, 2009.
“PRC Group Companies”	include the (i) VIE, a company incorporated in the PRC which is subject to the control by the Company through the VIE Agreements; (ii) all the PRC subsidiaries of VIE as listed in Schedule 1 attached hereto; and (iii) Qingke (Shanghai) Artificial Intelligence Technology Co., Ltd. (青客(上海)人工智能科技有限公司), of which 100% equity interest is owned by the HK Subsidiary

“PRC Shareholders”	means, collectively, the shareholders of the VIE. “PRC Shareholder” shall be construed accordingly.
“PRC Laws”	means any and all laws, regulations, statutes, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof.
“Prospectus”	means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement.
“VIE”	means Shanghai Qingke E-Commerce Co., Ltd. (上海青客电子商务有限公司)
“VIE Agreements”	means the series of contractual arrangements among set forth in “Corporate History and Structure – Contractual Arrangements with the VIE and its Shareholders” of the Registration Statement and the Prospectus.
“WFOE”	means Q&K Investment Consulting Co., Ltd. (上海青客投资咨询有限公司), a company established in the PRC of which 100% equity interests are indirectly owned by the Company.

Capitalized terms used herein and not otherwise defined herein shall have the same meanings described in the Registration Statement.

II. PRC LAWS

We do not purport to be an expert on or to be generally familiar with or qualified to issue legal opinions based on any laws other than the PRC Laws. Accordingly, we express or imply no opinion directly or indirectly on the laws of any jurisdiction other than the PRC.

III OPINIONS

Based upon the foregoing, save as disclosed in the Registration Statement and subject to the qualifications set out below, we are of the opinions that:

(1) Incorporation and Existence. Each of the WFOE and the PRC Group Companies has been duly incorporated and Each of the WFOE and the PRC Group Companies is validly existing as a limited liability company or a limited partnership and has legal person status under the PRC Laws and its business license and articles of association are in full force and effect under, and in compliance with, the PRC Laws. All the equity interests of each of the WFOE and the PRC Group Companies are legally owned by its respective shareholders or partners, as the case may be, and to our best knowledge after due and reasonable inquiries, other than the equity interests of VIE, such equity interests are free and clear of all security interest, encumbrances, mortgage, pledge, liens, equities or claims. Except as provided in the VIE Agreements, there are no outstanding rights, warrants or options to acquire or instruments convertible into or exchangeable for, nor any agreements or other obligations to issue or other rights to convert any obligation into, any equity interest in any of the WFOE and the PRC Group Companies. All Governmental Authorizations required for the ownership by the shareholders of their respective equity interests in each of the PRC Group Companies have been duly obtained.

(2) Corporate Structure. The descriptions of the corporate structure of the WFOE and the PRC Group Companies and the VIE agreements set forth in “Corporate History and Structure” section of the Registration Statement and the Prospectus are true and accurate and nothing has been omitted from such description which would make the same misleading in any material respects. The ownership structures of PRC Group Companies are not in violation of, and immediately after the consummation of the Transactions will not result in violation of, any PRC Laws currently in effect, and no Governmental Authorization or any necessary steps required under the PRC Laws other than those already obtained is required under the existing PRC Laws for the establishment of such shareholding structures.

We are of the opinion that,

(a) Each of the VIE Agreements has been duly authorized, executed and delivered by the WFOE, the VIE and its PRC Shareholders who are parties thereto and is valid and legally binding to each party to such agreements under the current PRC Laws; each of the WFOE, the VIE and its PRC Shareholders has, to the extent applicable, taken all necessary corporate actions to authorize the performance thereof; each of the WFOE, the VIE and its PRC Shareholders has the power and capacity (corporate or otherwise) to enter into and to perform its/his obligations under such VIE Agreements;

(b) Both currently and immediately after giving effect to this Offering, the VIE Agreements among the WFOE, the VIE and its PRC shareholders governed by PRC Laws are valid, binding and enforceable;

(c) Except as disclosed in the Registration Statement, no Governmental Authorizations are required under the PRC Laws in connection with the VIE Agreements or the performance of the terms thereof or for the transactions contemplated thereunder, other than those already obtained, provided, however, any exercise by the WFOE of its rights will be subject to: (A) the approval of and/or registration with the Governmental Agencies for the resulting equity transfer; and (B) the exercise price for equity transfer under the VIE Agreements complying with the PRC Laws;

(d) Each of the VIE Agreements does not and the execution and delivery thereof by the parties thereto, the due performance by each of the parties thereto of its obligations thereunder, and the due consummation by each of the parties thereto of the transactions contemplated therein, did not, do not and will not (A) result in any violation of the provisions of articles of association or business license of such party that is a PRC Group Company or any Governmental Authorization, as applicable; (B) result in any violation of or penalty under any PRC Laws or any decree, judgment or order of any Government Agency or any court in the PRC applicable to such party that is a PRC Group Company or a PRC Shareholder; (C) to the best of our knowledge after due and reasonable inquiries, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any license, indenture, mortgage, deed of trust, loan agreement, note, lease or any other material agreement or instrument governed by the PRC Laws to which any such party that is a PRC Group Company or a PRC Shareholder or by which any of them is bound or to which any of their property or assets is subject and to the best of our knowledge after due and reasonable inquiries, no such VIE Agreement has been amended or revoked or is liable to be set aside under any PRC Laws for (A), (B) and (C) above. However, there are substantial uncertainties regarding the interpretation and application of current or future PRC Laws and there can be no assurance that the Government Agencies will ultimately take a view that is consistent with our opinion stated above.

The statements set forth in the Prospectus under the captions “Risk Factors — Risks Related to Our Corporate Structure” are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

(3) M&A Rules. The M&A Rules, in particular the relevant provisions thereof, purport, among other things, to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of PRC and controlled directly or indirectly by Chinese companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of PRC.

Based on our understanding of the PRC Laws, we are of the opinion that the CSRC’s approval is not required for the Transactions, including, but not limited to, the listing and trading of the Company’s ADSs on the NASDAQ, in the context of this Offering, given that (a) the WFOE was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are the beneficial owners of the Company; and (b) no provision in the M&A Rules clearly classifies the contractual arrangement under the VIE Agreements as a type of transactions subject to the M&A Rules.

The statements set forth in the Registration Statement and the Prospectus under the captions “Risk Factors —Risks Related to Doing Business in China — The approval of the China Securities Regulatory Commission may be required in connection with this offering under a regulation adopted in August 2006, as amended, and, if required, we cannot predict whether we will be able to obtain such approval” are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

(4) Enforceability of Civil Procedures. There is uncertainty as to whether the courts of the PRC would: (i) recognize or enforce judgments of United States courts obtained against the Company or directors or officers of the Company 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 the Company or directors or officers of the Company predicated upon the securities laws of the United States or any state in the United States.

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 the PRC and the country where the judgment is made or on reciprocity between jurisdictions. The PRC does not have any treaties or other agreements with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company or the directors and officers of the Company if they decide that the judgment violates the basic principles of PRC Laws or national sovereignty, security or public interest.

(5) Taxation. The statements set forth under the caption “Taxation” in the Registration Statement insofar as they constitute statement of PRC tax law, are accurate in all material respects and that such statements constitute our opinion. We do not express any opinion herein concerning any law other than PRC tax law.

(6) Statements in the Prospectus. The statements in the Registration Statement and the Prospectus under the headings “Prospectus Summary”, “Risk Factors”, “Corporate History and Structure”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Enforceability of Civil Liabilities”, “Dividend Policy”, “Business”, “Management”, “Related Party Transactions”, “Regulation”, “Taxation” and “Legal Matters” (other than the financial statements and related schedules and other financial data contained therein to which we express no opinion), to the extent such statements relate to matters of the PRC Laws or documents, agreements or proceedings governed by the PRC Laws, are true and accurate in all material respects, and fairly present and fairly summarize in all material respects of the PRC Laws, documents, agreements or proceedings referred to therein, and nothing has been omitted from such statements which would make the statements, in light of the circumstance under which they were made, misleading in any material aspect.

IV QUALIFICATIONS

This Opinion is subject to the following qualifications:

(1) This Opinion is limited to the matters set forth herein and is subject to the effectiveness of any future change, amendment, alteration or adoption of any PRC Laws. The interpretation and implementation of the PRC Laws are subject to the legislative, regulatory, administrative and judicial discretion of relevant authorities.

(2) This Opinion is intended to be used in the context which is specifically referred to herein and each section should be looked on as a whole regarding the same subject matter and no part shall be extracted for interpretation separately from this Opinion.

(3) This Opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, national security, good faith and fair dealing, applicable statutes of limitation, and the limitations by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditor’s rights generally; (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable or fraudulent; (iii) judicial discretion with respect to the availability of injunctive relief, the calculation of damages, and the entitlement of attorneys’ fees and other costs; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in connection with the interpretation, implementation and application of relevant PRC Laws.

This Opinion is rendered to you for the purpose hereof only, and save as provided herein, this Opinion shall not be quoted nor shall a copy be given to any person (apart from the addressee and its legal counsel) without our express prior written consent, except where such disclosure is required to be made by the applicable law or is requested by the SEC or any other regulatory agencies.

We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name under the captions “Risk Factors,” “Enforceability of Civil Liabilities,” “Corporate History and Structure,” “Taxation,” and “Legal Matters” in the Registration Statement and the Prospectus. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

The remainder of this page is intentionally left blank.

Yours faithfully,

/s/ JunHe LLP

JunHe LLP

SCHEDULE 1

PRC Group Companies

1. Shanghai Qingke E-Commerce Co., Ltd. (上海青客电子商务有限公司) (“VIE”)

2. Shanghai Qingke Equipment Rental Co., Ltd. (上海青客设备租赁有限公司)

3. Shanghai QingKe Trade Co., Ltd. (上海青客贸易有限公司)

4. Shanghai Guqing Property Management Co., Ltd. (上海谷青物业管理有限公司)

5. Shanghai Tangqing Property Management Co., Ltd. (上海唐青物业管理有限公司)

6. Shanghai Lingqing Property Management Co., Ltd. (上海凌青物业管理有限公司)

- 80% equity interests owned by Shanghai Qingke Equipment Rental Co., Ltd.

7. Shanghai Minqing Property Management Co., Ltd. (上海闵青物业服务有限公司)

- 60% equity interests owned by Shanghai Qingke Equipment Rental Co., Ltd.

8. Shanghai Qing Teng Investment Management Center (Limited Partnership) (上海青腾投资管理中心(有限合伙)

9. Shanghai Qingke Creative Industry Supporting Property Management Co., Ltd. (上海青客创意产业配套物业管理有限公司)

10. Suzhou Qingke Information Technology Co., Ltd. (苏州青客信息科技有限公司)

11. Tianjin Qingke Apartment Management Co., Ltd. (天津青客公寓管理有限公司)

12. Chengdu Qingke Apartment Management Co., Ltd. (成都青客公寓管理有限公司)

13. Nanjing Qingke Apartment Management Co., Ltd. (南京青客公寓管理有限公司)

14. Hefei Qingke Property Management Co., Ltd. (合肥青客物业管理有限公司)

15. Xiamen Qingke Apartment Management Co., Ltd. (厦门青客公寓管理有限公司)

16. Wuhan Qingke Apartment Hotel Management Co., Ltd. (武汉青客公寓酒店管理有限公司)

17. Guangzhou Qingke Apartment Hotel Management Co., Ltd. (广州青客公寓酒店管理有限公司)

18. Beijing Qingke Property Management Co., Ltd. (北京青客物业管理有限公司)

19. Shanghai Qingke Public Rental Housing Leasing Management Co., Ltd. (上海青客公共租赁住房租赁经营管理股份有限公司)

20. Shanghai Baoshan Qingke Public Rental Housing Operation and Management Co., Ltd. (上海宝山青客公共租赁用房运营管理有限公司)

21. Hangzhou Qingke Apartment Management Co., Ltd. (杭州青客公寓管理有限公司)

22. Jiaxing Qingke Public Rental Housing Leasing Management Co., Ltd. (嘉兴青客公共租赁住房投资管理股份有限公司)

10

23. Jiaxing Qingke Talent Apartment Construction and Development Co., Ltd. (嘉兴青客人才公寓建设开发有限公司)

24. Jiaxing Huicai Property Management Co., Ltd. (嘉兴汇才物业管理有限公司)

25. Shanghai Ketong Industry Co., Ltd. (上海科彤实业有限公司)

26. Qingke (Shanghai) Artificial Intelligence Technology Co., Ltd. (青客(上海)人工智能科技有限公司 )

11

EX-99.3

Exhibit 99.3

August 6, 2019

Q&K International Group Limited

Room 1607, Building A

No. 596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

Re: Consent of China Insights Consultancy

Ladies and Gentlemen,

We, China Insights Consultancy, understand that Q&K International Group Limited (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, in connection with its proposed initial public offering (the “Proposed IPO”).

We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but not limited to the report entitled Industry Report on China’s Branded Long-term Apartment Rental Market (the “Report”), and any subsequent amendments to the Report, (i) in the Registration Statement and any amendments thereto, (ii) in any correspondences with the SEC, (iii) in any other future submissions and filings with the SEC by the Company, including, without limitation, filings on Form 20-F, Form 6-K or other SEC filings (collectively, the “SEC Filings”), (iv) on the websites of the Company and its subsidiaries and affiliates, (v) in institutional and retail road shows and other activities in connection with the Proposed IPO, and (vi) in other publicity materials in connection with the Proposed IPO.

We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings.

Yours faithfully,

For and on behalf of

China Insights Consultancy

/s/ Sophia Wang
Name:	Sophia Wang
Title:	Executive Director

EX-99.4

Exhibit 99.4

Q&K International Group Limited (the “Company”)

Suite 1607, Building A

No.596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

September 27, 2019

Ladies and Gentlemen:

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of the Company, and any amendments thereto, which indicate that I have accepted the nomination to become a director of the Company. I further agree that immediately upon the Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.

[Signature page to follow]

Sincerely yours,
/s/ Chen Chen
Name:	Chen Chen

EX-99.5

Exhibit 99.5

Q&K International Group Limited (the “Company”)

Suite 1607, Building A

No.596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

September 27, 2019

Ladies and Gentlemen:

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of the Company, and any amendments thereto, which indicate that I have accepted the nomination to become a director of the Company. I further agree that immediately upon the Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.

[Signature page to follow]

Sincerely yours,

/s/ Lin Zhou

Name:    Lin Zhou

EX-99.6

Exhibit 99.6

Q&K International Group Limited

Suite 1607, Building A

No.596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

October 7, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Q&K International Group Limited – Registration Statement on Form F-1

Representation under Item 8.A.4 of Form 20-F (“Item 8.A.4”)

Q&K International Group Limited, a foreign private issuer incorporated in the Cayman Islands (the “Company”), is making this representation in connection with the Company’s filing on the date hereof of its registration statement on Form F-1 (the “Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s Class A ordinary shares to be represented by American depositary shares (“ADSs”).

The Company has included in the Registration Statement its audited consolidated financial statements as of September 30, 2017 and September 30, 2018 and for each of the two fiscal years ended September 30, 2017 and 2018.

Item 8.A.4 of Form 20-F states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering unless a representation is made pursuant to Instruction 2 to Item 8.A.4. The Company is making this representation pursuant to Instruction 2 to Item 8.A.4, as amended and effective on November 5, 2018, which provides that a company may instead comply with the 15-month requirement “if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”

The Company hereby represents that:

1.     The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, consolidated financial statements audited under any generally accepted auditing standards for any interim period.

2.     Compliance with Item 8.A.4 at present is impracticable and involves undue hardship for the Company.

3.    The Company does not anticipate that its audited financial statements for the fiscal year ended September 30, 2019 will be available until mid-January 2020.

4.    In no event will the Company seek effectiveness of its Registration Statement on Form F-1 if its audited financial statements are older than 15 months at the time of the offering.

The Company is filing this representation as an exhibit to the Registration Statement on Form F-1 pursuant to Instruction 2 to Item 8.A.4.

Q&K International Group Limited
/s/ Guangjie Jin
By:	Guangjie Jin
Title:	Chairman of the Board of Directors and Chief Executive Officer

2