Washington, D.C. 20549
of the Securities Exchange Act of 1934
(Name of the Issuer)
CIH Holdings Limited
CIH Merger Sub Holdings Limited
Tianquan Mo
Fang Holdings Limited
ACE Smart Investments Limited
Karistone Limited
Open Land Holdings Limited
Media Partner Technology Limited
Next Decade Investments Limited
True Knight Limited
Jiangong Dai
Digital Link Investments Limited
Shan Li
GAP Coinvestments CDA, L.P.
GAP Coinvestments V, LLC
GAP Coinvestments IV, LLC
GAP Coinvestments III, LLC
General Atlantic, L.P.
GAP (Bermuda) L.P.
General Atlantic GenPar (Bermuda), L.P.
General Atlantic Partners (Bermuda) IV, L.P.
General Atlantic Partners (Bermuda) III, L.P.
General Atlantic Singapore Interholdco Ltd.
General Atlantic Singapore Fund Pte. Ltd.
Evenstar Master Fund SPC for and on behalf of Evenstar Master Sub-Fund I Segregated Portfolio
Evenstar Special Situations Limited
Evenstar Capital Management Limited
Class A ordinary shares, par value of US$0.001 per share*
|
China Index Holdings Limited
Tower A, No. 20 Guogongzhuang Middle Street Fengtai District, Beijing 100070 The People’s Republic of China Attention: Lili Chen Tel: +86-10-5631-9106 |
| |
Fang Holdings Limited
c/o Tower A, No. 20 Guogongzhuang Middle Street Fengtai District, Beijing 100070 The People’s Republic of China Attention: Jiangong Dai Tel: +86-10-5631-8010 |
| |
Jiangong Dai
True Knight Limited c/o Tower A, No. 20 Guogongzhuang Middle Street Fengtai District, Beijing 100070 The People’s Republic of China Attention: Jiangong Dai Tel: +86-10-5631-8268 |
|
|
Tianquan Mo
ACE Smart Investments Limited Karistone Limited Open Land Holdings Limited Media Partner Technology Limited Next Decade Investments Limited c/o Tower A, No. 20 Guogongzhuang Middle Street Fengtai District, Beijing 100070 The People’s Republic of China Attention: Tianquan Mo Tel: +86-10-5631-8661 |
| |
Shan Li
Digital Link Investments Limited Unit 219, 2/F Building 16W, Phase Three Hong Kong Science Park, Pak Shek Kok New Territories, Hong Kong SAR Attention: Shan Li Tel: +852-3500-6800 |
| |
General Atlantic Singapore
Fund Pte. Ltd. 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960 Tel: +65-6661-6700 |
|
|
GAP Coinvestments CDA, L.P.
GAP Coinvestments V, LLC GAP Coinvestments IV, LLC GAP Coinvestments III, LLC General Atlantic, L.P. General Atlantic Singapore Interholdco Ltd. c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055 Tel: +1-212-715-4000 |
| |
GAP (Bermuda) L.P.
General Atlantic GenPar (Bermuda), L.P. General Atlantic Partners (Bermuda) IV, L.P. General Atlantic Partners (Bermuda) III, L.P. Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda Tel: +1-441-295-1422 |
| |
Evenstar Master Fund SPC for and
on behalf of Evenstar Master Sub-Fund I Segregated Portfolio Evenstar Special Situations Limited Evenstar Capital Management Limited P.O. Box 309, Ugland House South Church Street George Town, KY1-1104 Cayman Islands Attention: The Directors of the Fund Tel: +852-2122-8882 |
|
of the Persons Filing Statement)
|
Fang Xue, Esq.
Gibson, Dunn & Crutcher LLP Unit 1301, Tower 1, China Central Place No. 81 Jianguo Road Chaoyang District Beijing 100025 People’s Republic of China +86-10-6502-8500 |
| |
Alan Bao, Esq.
O’Melveny & Myers LLP Yin Tai Centre, Office Tower, 37th Floor No. 2 Jianguomenwai Ave. Chao Yang District Beijing 100022 People’s Republic of China +86-10-6563-4253 |
| |
Judie Ng Shortell
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 +1-212-373-3434 |
|
|
Qi Yue, Esq.
Gibson, Dunn & Crutcher 32/F Gloucester Tower, The Landmark 15 Queen’s Road Central, Hong Kong +852-2214-3700 |
| | | | |
Xiaoxi Lin
Linklaters LLP 11/F Alexandra House Charter Road Hong Kong +852-2901-5368 |
|
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 26 | | | |
| | | | | 29 | | | |
| | | | | 76 | | | |
| | | | | 77 | | | |
| | | | | 85 | | | |
| | | | | 87 | | | |
| | | | | 89 | | | |
| | | | | 90 | | | |
| | | | | 91 | | | |
| | | | | 91 | | | |
| | | | | 91 | | | |
| | | | | 91 | | | |
| | | | | 92 | | | |
| | | | | 93 | | | |
| | | | | 94 | | | |
| | | | | 94 | | | |
| | | | | 96 | | | |
| | | | | 97 | | | |
| | | | | 97 | | | |
| | | | | 98 | | | |
| | | | | 98 | | | |
| | | | | 98 | | | |
| | | | | 99 | | | |
| | | | | 99 | | | |
| | | | | 99 | | | |
| | | | | 109 | | |
Management Projections
|
| |
2022Q3
|
| |
2022Q4
|
| |
2023Q1
|
| |
2023Q2
|
| |
2023Q3
|
| |
2023Q4
|
| |
2024Q1
|
| |||||||||||||||||||||
| | |
(Amounts in RMB, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||
Revenues
|
| | | | 97,669,340 | | | | | | 104,269,727 | | | | | | 82,955,149 | | | | | | 88,175,133 | | | | | | 87,902,406 | | | | | | 93,842,754 | | | | | | 74,659,634 | | |
Cost of revenues
|
| | | | -19,734,987 | | | | | | -27,745,752 | | | | | | -15,213,112 | | | | | | -15,600,670 | | | | | | -17,761,488 | | | | | | -24,971,177 | | | | | | -13,691,801 | | |
Gross Profit
|
| | | | 77,934,353 | | | | | | 76,523,974 | | | | | | 67,742,037 | | | | | | 72,574,463 | | | | | | 70,140,918 | | | | | | 68,871,577 | | | | | | 60,967,833 | | |
Selling and marketing expenses
|
| | | | -22,096,970 | | | | | | -22,991,900 | | | | | | -22,080,600 | | | | | | -26,430,051 | | | | | | -22,096,970 | | | | | | -22,991,900 | | | | | | -19,872,540 | | |
General and administrative expenses
|
| | | | -16,868,387 | | | | | | -19,988,300 | | | | | | -17,593,696 | | | | | | -9,652,549 | | | | | | -16,868,387 | | | | | | -19,988,300 | | | | | | -15,834,326 | | |
Research and
development expenses |
| | | | -7,912,585 | | | | | | -6,874,700 | | | | | | -6,619,906 | | | | | | -5,058,740 | | | | | | -7,912,585 | | | | | | -6,874,700 | | | | | | -5,957,915 | | |
Operating expenses
|
| | | | -46,877,942 | | | | | | -49,854,900 | | | | | | -46,294,202 | | | | | | -41,141,339 | | | | | | -46,877,942 | | | | | | -49,854,900 | | | | | | -41,664,782 | | |
Operating Income
|
| | | | 31,056,411 | | | | | | 26,669,074 | | | | | | 21,447,835 | | | | | | 31,433,124 | | | | | | 23,262,976 | | | | | | 19,016,677 | | | | | | 19,303,051 | | |
Interest income
|
| | | | 2,091,342 | | | | | | 992,124 | | | | | | 2,091,342 | | | | | | 992,124 | | | | | | 2,091,342 | | | | | | 992,124 | | | | | | 2,091,342 | | |
Change in fair value of the warrant
|
| | | | -2,450,183 | | | | | | — | | | | | | — | | | | | | — | | | | | | -2,450,183 | | | | | | — | | | | | | — | | |
Gains on sales of available for sale investments
|
| | | | -3,525 | | | | | | 340,160 | | | | | | -3,525 | | | | | | 340,160 | | | | | | -3,525 | | | | | | 340,160 | | | | | | -3,525 | | |
Government grants
|
| | | | 363,451 | | | | | | 13,220 | | | | | | 363,451 | | | | | | 363,451 | | | | | | 363,451 | | | | | | 13,220 | | | | | | 363,451 | | |
Income before income taxes
|
| | | | 31,057,496 | | | | | | 28,014,578 | | | | | | 23,899,103 | | | | | | 33,128,859 | | | | | | 23,264,061 | | | | | | 20,362,181 | | | | | | 21,754,319 | | |
Income tax expense
|
| | | | -3,287,659 | | | | | | -3,182,485 | | | | | | -3,416,997.80 | | | | | | -4,736,631.25 | | | | | | -3,326,202.03 | | | | | | -2,911,302.85 | | | | | | -3,110,345.27 | | |
Net income
|
| | | | 27,769,837 | | | | | | 24,832,093 | | | | | | 20,482,105 | | | | | | 28,392,227 | | | | | | 19,937,859 | | | | | | 17,450,878 | | | | | | 18,643,974 | | |
Gross margin
|
| | | | 79.79% | | | | | | 73.39% | | | | | | 81.66% | | | | | | 82.31% | | | | | | 79.79% | | | | | | 73.39% | | | | | | 81.66% | | |
Operating margin
|
| | | | 31.80% | | | | | | 25.58% | | | | | | 25.85% | | | | | | 35.65% | | | | | | 26.46% | | | | | | 20.26% | | | | | | 25.85% | | |
Net profit
|
| | | | 28.43% | | | | | | 23.82% | | | | | | 24.69% | | | | | | 32.20% | | | | | | 22.68% | | | | | | 18.60% | | | | | | 24.97% | | |
ETR
|
| | | | 10.59% | | | | | | 11.36% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | |
Management
Projections (Continued) |
| |
2024Q2
|
| |
2024Q3
|
| |
2024Q4
|
| |
2025Q1
|
| |
2025Q2
|
| |
2025Q3
|
| |
2025Q4
|
| |||||||||||||||||||||
| | |
(Amounts in RMB, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||
Revenues
|
| | | | 70,540,106 | | | | | | 79,112,165 | | | | | | 84,458,479 | | | | | | 59,727,707 | | | | | | 63,486,096 | | | | | | 71,200,949 | | | | | | 76,012,631 | | |
Cost of revenues
|
| | | | -12,480,536 | | | | | | -15,985,339 | | | | | | -22,474,059 | | | | | | -10,953,441 | | | | | | -11,232,482 | | | | | | -14,386,806 | | | | | | -20,226,653 | | |
Gross Profit
|
| | | | 58,059,571 | | | | | | 63,126,826 | | | | | | 61,984,419 | | | | | | 48,774,266 | | | | | | 52,253,614 | | | | | | 56,814,143 | | | | | | 55,785,977 | | |
Selling and marketing expenses
|
| | | | -23,787,046 | | | | | | -19,887,273 | | | | | | -20,692,710 | | | | | | -17,885,286 | | | | | | -21,408,341 | | | | | | -17,898,546 | | | | | | -18,623,439 | | |
General and administrative expenses
|
| | | | -8,687,294 | | | | | | -15,181,548 | | | | | | -17,989,470 | | | | | | -14,250,894 | | | | | | -7,818,564 | | | | | | -13,663,393 | | | | | | -16,190,523 | | |
Research and development expenses
|
| | | | -4,552,866 | | | | | | -7,121,327 | | | | | | -6,187,230 | | | | | | -5,362,124 | | | | | | -4,097,579 | | | | | | -6,409,194 | | | | | | -5,568,507 | | |
Operating expenses
|
| | | | -37,027,205 | | | | | | -42,190,148 | | | | | | -44,869,410 | | | | | | -37,498,303 | | | | | | -33,324,485 | | | | | | -37,971,133 | | | | | | -40,382,469 | | |
Operating Income
|
| | | | 21,032,365 | | | | | | 20,936,678 | | | | | | 17,115,009 | | | | | | 11,275,963 | | | | | | 18,929,129 | | | | | | 18,843,010 | | | | | | 15,403,508 | | |
Interest income
|
| | | | 992,124 | | | | | | 2,091,342 | | | | | | 992,124 | | | | | | 2,091,342 | | | | | | 992,124 | | | | | | 2,091,342 | | | | | | 992,124 | | |
Change in fair value of the warrant
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | |
Gains on sales of
available for sale investments |
| | | | 340,160 | | | | | | -3,525 | | | | | | 340,160 | | | | | | -3,525 | | | | | | 340,160 | | | | | | -3,525 | | | | | | 340,160 | | |
Government grants
|
| | | | 363,451 | | | | | | 363,451 | | | | | | 13,220 | | | | | | 363,451 | | | | | | 363,451 | | | | | | 363,451 | | | | | | 13,220 | | |
Income before income taxes
|
| | | | 22,728,100 | | | | | | 23,387,946 | | | | | | 18,460,513 | | | | | | 13,727,231 | | | | | | 20,624,863 | | | | | | 21,294,278 | | | | | | 16,749,012 | | |
Income tax expense
|
| | | | -3,249,572.50 | | | | | | -3,343,914.67 | | | | | | -2,639,410.03 | | | | | | -1,962,664.38 | | | | | | -2,948,860.18 | | | | | | -3,044,570.45 | | | | | | -2,394,706.50 | | |
Net income
|
| | | | 19,478,527 | | | | | | 20,044,031 | | | | | | 15,821,103 | | | | | | 11,764,567 | | | | | | 17,676,003 | | | | | | 18,249,708 | | | | | | 14,354,305 | | |
Gross margin
|
| | | | 82.31% | | | | | | 79.79% | | | | | | 73.39% | | | | | | 81.66% | | | | | | 82.31% | | | | | | 79.79% | | | | | | 73.39% | | |
Operating margin
|
| | | | 29.82% | | | | | | 26.46% | | | | | | 20.26% | | | | | | 18.88% | | | | | | 29.82% | | | | | | 26.46% | | | | | | 20.26% | | |
Net profit
|
| | | | 27.61% | | | | | | 25.34% | | | | | | 18.73% | | | | | | 19.70% | | | | | | 27.84% | | | | | | 25.63% | | | | | | 18.88% | | |
ETR
|
| | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | | | | | 14.30% | | |
Company
|
| |
Ticker
|
|
Leju Holdings Limited
|
| | LEJU | |
Urbanimmersive Inc.
|
| | TSXV:UI | |
P.E. Analytics Limited
|
| | PROPEQUITY | |
e-Seikatsu Co., Ltd.
|
| | 3796 | |
Property Data Bank
|
| | 4389 | |
Doma Holdings Inc.
|
| | DOMA | |
Voxtur Analytics Corp.
|
| | VXTR | |
Douglas Elliman Inc.
|
| | DOUG | |
Fang Holdings Limited
|
| | SFUN.Y | |
E-House Enterprise
|
| | 2048 | |
Compass, Inc.
|
| | COMP | |
Redfin Corporation
|
| | RDFN | |
Anywhere Real Estate
|
| | HOUS | |
Zillow Group, Inc.
|
| | ZG | |
|
Leju Holdings Limited
|
| | LEJU | |
|
Urbanimmersive Inc.
|
| | TSXV:UI | |
|
e-Seikatsu Co., Ltd.
|
| | 3796 | |
|
Property Data Bank
|
| | 4389 | |
|
Voxtur Analytics Corp.
|
| | VXTR | |
|
E-House Enterprise
|
| | 2048 | |
|
Redfin Corporation
|
| | RDFN | |
|
Anywhere Real Estate
|
| | HOUS | |
|
Zillow Group, Inc.
|
| | ZG | |
| | |
Ownership Prior to the Merger(1)
|
| |
Ownership After the Merger(2)
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Net Book Value
|
| |
Net Income
attributable to the Company |
| |
Net Book Value
|
| |
Net Income
attributable to the Company |
| ||||||||||||||||||||||||||||||||||||
| | |
RMB’000
|
| |
%
|
| |
RMB’000
|
| |
%
|
| |
RMB’000
|
| |
%
|
| |
RMB’000
|
| |
%
|
| ||||||||||||||||||||||||
Fang Holdings
|
| | | | 24,000 | | | | | | 19.7 | | | | | | 5,428 | | | | | | 19.7 | | | | | | 43,685 | | | | | | 35.8 | | | | | | 9,879 | | | | | | 35.8 | | |
ACE Smart
|
| | | | 15,488 | | | | | | 12.7 | | | | | | 3,502 | | | | | | 12.7 | | | | | | 15,488 | | | | | | 12.7 | | | | | | 3,502 | | | | | | 12.7 | | |
Karistone
|
| | | | 1,230 | | | | | | 1.0 | | | | | | 278 | | | | | | 1.0 | | | | | | 1,230 | | | | | | 1.0 | | | | | | 278 | | | | | | 1.0 | | |
Open Land
|
| | | | 33 | | | | | | * | | | | | | 8 | | | | | | * | | | | | | 33 | | | | | | * | | | | | | 8 | | | | | | * | | |
Media Partner
|
| | | | 7,936 | | | | | | 6.5 | | | | | | 1,795 | | | | | | 6.5 | | | | | | 7,936 | | | | | | 6.5 | | | | | | 1,795 | | | | | | 6.5 | | |
Next Decade
|
| | | | 7,954 | | | | | | 6.5 | | | | | | 1,799 | | | | | | 6.5 | | | | | | 7,954 | | | | | | 6.5 | | | | | | 1,799 | | | | | | 6.5 | | |
True Knight
|
| | | | 11,681 | | | | | | 9.6 | | | | | | 2,641 | | | | | | 9.6 | | | | | | 11,681 | | | | | | 9.6 | | | | | | 2,641 | | | | | | 9.6 | | |
Digital Link
|
| | | | 4,165 | | | | | | 3.4 | | | | | | 942 | | | | | | 3.4 | | | | | | 4,165 | | | | | | 3.4 | | | | | | 942 | | | | | | 3.4 | | |
General Atlantic
|
| | | | 13,435 | | | | | | 11.0 | | | | | | 3,038 | | | | | | 11.0 | | | | | | 13,435 | | | | | | 11.0 | | | | | | 3,038 | | | | | | 11.0 | | |
Evenstar
|
| | | | 14,893 | | | | | | 12.2 | | | | | | 3,368 | | | | | | 12.2 | | | | | | 14,893 | | | | | | 12.2 | | | | | | 3,368 | | | | | | 12.2 | | |
Parent
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,051 | | | | | | 100.0 | | | | | | 27,601 | | | | | | 100.0 | | |
| | |
Shares
|
| |
Company Options
|
| |
Company Restricted Shares
|
| | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Class A Ordinary Shares |
| |
Cash
Payment (US$) |
| |
Number of
Class B Ordinary Shares |
| |
Cash
Payment (US$) |
| |
Shares
Underlying Company Options |
| |
Exercise
Price (US$) |
| |
Cash
Payment (US$) |
| |
Number of
Company Restricted Shares |
| |
Cash
Payment (US$) |
| |
Total
Cash Payments (US$) |
| ||||||||||||||||||||||||||||||
Richard Jiangong Dai
|
| | | | 246,667 | | | | | | 246,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 246,667 | | |
Yu Huang
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
122,500 961,123 |
| | | | |
0.001 1.35 |
| | | | | 594,060 | | | | | | 22,500 | | | | | | 22,500 | | | | | | 616,560 | | |
Robert Ciemniak
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jason Chenyang Wei
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jianping Ye
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lili Chen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
9,900 42,400 |
| | | | |
0.001 1.35 |
| | | | | 29,225 | | | | | | 3,126 | | | | | | 3,126 | | | | | | 32,351 | | |
Can Xie
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
12,400 95,000 |
| | | | |
0.001 1.35 |
| | | | | 58,025 | | | | | | 15,551 | | | | | | 15,551 | | | | | | 73,576 | | |
Yong Wang
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
34,500 95,000 |
| | | | |
0.001 1.35 |
| | | | | 80,125 | | | | | | — | | | | | | — | | | | | | 80,125 | | |
All directors and executive offices as a Group
|
| | | | 246,667 | | | | | | 246,667 | | | | | | — | | | | | | — | | | | | |
179,300 1,193,523 |
| | | | |
0.001 1.35 |
| | | | | 761,435 | | | | | | 41,177 | | | | | | 41,177 | | | | | | 1,049,279 | | |
Description
|
| |
Amount
|
|
Legal fees and expenses
|
| |
US$ 829,495
|
|
Financial advisory fees and expenses
|
| |
US$ 312,500
|
|
Special Committee fees
|
| |
US$ 20,000
|
|
Filing fees
|
| |
US$ 1,634
|
|
Miscellaneous fees and expenses
|
| |
US$ 10,000
|
|
Total
|
| |
US$1,173,629
|
|
| | |
Trading Price Per ADS (US$)
|
| |||||||||
| | |
High
|
| |
Low
|
| ||||||
2021 | | | | | | | | | | | | | |
First Quarter
|
| | | | 2.53 | | | | | | 2.01 | | |
Second Quarter
|
| | | | 2.35 | | | | | | 1.87 | | |
Third Quarter
|
| | | | 1.92 | | | | | | 1.34 | | |
Fourth Quarter
|
| | | | 1.58 | | | | | | 0.88 | | |
2022 | | | | | | | | | | | | | |
First Quarter
|
| | | | 1.13 | | | | | | 0.90 | | |
Second Quarter
|
| | | | 1.09 | | | | | | 0.68 | | |
Third Quarter
|
| | | | 1.06 | | | | | | 0.63 | | |
Fourth Quarter
|
| | | | 0.94 | | | | | | 0.74 | | |
2023 | | | | ||||||||||
January
|
| | | | 0.95 | | | | | | 0.92 | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Revenues (including revenues from related parties RMB11,006 and RMB238 for
the years ended December 31, 2020 and 2021, respectively) |
| | | | 635,910 | | | | | | 620,953 | | |
Cost of revenues (including cost of revenues resulting from transactions with related parties RMB8,981 and RMB8,826 for the years ended December 31, 2020 and 2021, respectively)
|
| | | | (105,528) | | | | | | (110,118) | | |
Gross profit
|
| | | | 530,382 | | | | | | 510,835 | | |
Operating expenses: | | | | | | | | | | | | | |
Selling and marketing expenses (including selling and marketing expenses
resulting from transactions with related parties of RMB4,552 and RMB4,787 for the years ended December 31, 2020 and 2021, respectively) |
| | | | (112,414) | | | | | | (113,626) | | |
General and administrative expenses (including general and administrative expenses resulting from transactions with related parties of RMB2,088 and RMB2,008 for the years ended December 31, 2020 and 2021, respectively)
|
| | | | (85,700) | | | | | | (81,667) | | |
Bad debt expense (including bad debt expense resulting from transactions with a
related party RMB547,069 and RMB1,998 for the years ended December 31, 2020 and 2021, respectively) |
| | | | (559,445) | | | | | | (8,767) | | |
Operating income (loss)
|
| | | | (227,177) | | | | | | 306,775 | | |
Interest income
|
| | | | 1,625 | | | | | | 9,750 | | |
Change in fair value of the warrants
|
| | | | 1,359 | | | | | | — | | |
Investment income
|
| | | | 9,294 | | | | | | 8,458 | | |
Government grants
|
| | | | 5,997 | | | | | | 765 | | |
Income (loss) before income taxes
|
| | | | (208,902) | | | | | | 325,748 | | |
Income tax expense
|
| | | | (109,454) | | | | | | (46,500) | | |
Net income (loss)
|
| | | | (318,356) | | | | | | 279,248 | | |
Less: net income (loss) attributable to noncontrolling interest holders
|
| | | | (304) | | | | | | 66 | | |
Net income (loss) attributable to China Index Holdings Limited
|
| | | | (318,052) | | | | | | 279,182 | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of nil income taxes
|
| | | | 1,012 | | | | | | 12,811 | | |
Unrealized holding gains on short-term investments, net of nil and nil income taxes for the years ended December 31, 2020 and 2021, respectively
|
| | | | — | | | | | | — | | |
Less: Reclassification adjustment for gains on short-term investments realized in
net income, net of nil and nil income taxes for the years ended December 31, 2020 and 2021, respectively |
| | | | — | | | | | | — | | |
Total comprehensive income (loss)
|
| | | | (317,344) | | | | | | 292,059 | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Less: comprehensive income (loss) attributable to noncontrolling interest
holders |
| | | | (304) | | | | | | 66 | | |
Comprehensive income (loss) attributable to China Index Holdings Limited
|
| | | | (317,040) | | | | | | 291,993 | | |
Earnings (loss) per share for Class A and Class B ordinary shares | | | | | | | | | | | | | |
Basic
|
| | | | (3.54) | | | | | | 3.10 | | |
Diluted
|
| | | | (3.54) | | | | | | 3.08 | | |
Weighted average number of Class A and Class B ordinary shares and ordinary shares equivalents outstanding:
|
| | | | | | | | | | | | |
Basic
|
| | | | 89,842,465 | | | | | | 90,196,440 | | |
Diluted
|
| | | | 89,842,465 | | | | | | 90,602,539 | | |
| | |
Three Months Ended
September 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Revenues
|
| | | | 97,669 | | | | | | 160,785 | | |
Cost of revenues
|
| | | | (19,785) | | | | | | (27,493) | | |
Gross profit
|
| | | | 77,884 | | | | | | 133,292 | | |
Operating expenses: | | | | | | | | | | | | | |
Selling and marketing expenses
|
| | | | (22,157) | | | | | | (29,947) | | |
General and administrative expenses
|
| | | | (24,827) | | | | | | (25,332) | | |
Operating income
|
| | | | 30,900 | | | | | | 78,013 | | |
Interest income
|
| | | | 2,091 | | | | | | 3,006 | | |
Investment income (loss)
|
| | | | (2,453) | | | | | | 2,794 | | |
Government grants
|
| | | | 363 | | | | | | 12 | | |
Income before income taxes
|
| | | | 30,901 | | | | | | 83,825 | | |
Income tax expenses
|
| | | | (3,266) | | | | | | (10,994) | | |
Net income
|
| | | | 27,635 | | | | | | 72,831 | | |
Less: net income (loss) attributable to noncontrolling interests
|
| | | | 34 | | | | | | (29) | | |
Net income attributable to China Index Holdings Limited
|
| | | | 27,601 | | | | | | 72,860 | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of nil income taxes
|
| | | | 17,844 | | | | | | (2,119) | | |
Total comprehensive income
|
| | | | 45,479 | | | | | | 70,712 | | |
Less: comprehensive income (loss) attributable to noncontrolling interests
|
| | | | 34 | | | | | | (29) | | |
Comprehensive income attributable to China Index Holdings Limited
|
| | | | 45,445 | | | | | | 70,741 | | |
Earnings per share for Class A and Class B ordinary shares: | | | | | | | | | | | | | |
Basic
|
| | | | 0.31 | | | | | | 0.81 | | |
Diluted
|
| | | | 0.31 | | | | | | 0.81 | | |
Weighted average number of Class A and Class B ordinary shares and ordinary shares equivalents outstanding:
|
| | | | | | | | | | | | |
Basic
|
| | | | 90,425,368 | | | | | | 90,221,432 | | |
Diluted
|
| | | | 90,425,368 | | | | | | 90,232,243 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 280,355 | | | | | | 361,521 | | |
Short-term investments
|
| | | | 391,671 | | | | | | — | | |
Accounts receivable, net of allowance for doubtful accounts
|
| | | | 29,680 | | | | | | 49,217 | | |
Prepaid expenses and other current assets
|
| | | | 2,557 | | | | | | 25,531 | | |
Amounts due from a related party – current
|
| | | | 3,090 | | | | | | — | | |
Total current assets
|
| | | | 707,353 | | | | | | 436,269 | | |
Non-current assets: | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 2,345 | | | | | | 1,424 | | |
Right of use assets
|
| | | | 44,369 | | | | | | 38,892 | | |
Amounts due from a related party – non-current, less allowance for doubtful accounts of RMB547,069 and RMB536,556 as of December 31, 2020 and 2021, respectively
|
| | | | — | | | | | | — | | |
Other non-current assets
|
| | | | 3,270 | | | | | | 4,212 | | |
Total non-current assets
|
| | | | 49,984 | | | | | | 44,528 | | |
Total assets
|
| | | | 757,337 | | | | | | 480,797 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | | 9,343 | | | | | | 11,465 | | |
Amounts due to a related party
|
| | | | 156 | | | | | | 12,300 | | |
Deferred revenue
|
| | | | 224,141 | | | | | | 216,188 | | |
Income taxes payable
|
| | | | 26,737 | | | | | | 25,474 | | |
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of VIEs without recourse to the Company of RMB386 and RMB374 as of December 31, 2020 and 2021, respectively)
|
| | | | 637,693 | | | | | | 99,657 | | |
Total current liabilities
|
| | | | 898,070 | | | | | | 365,084 | | |
Non-current liabilities: | | | | | | | | | | | | | |
Long-term lease liabilities
|
| | | | 27,427 | | | | | | 29,570 | | |
Other non-current liabilities
|
| | | | 117,987 | | | | | | 75,288 | | |
Total non-current liabilities
|
| | | | 145,414 | | | | | | 104,858 | | |
Total liabilities
|
| | | | 1,043,484 | | | | | | 469,942 | | |
Commitments and contingencies
|
| | | | — | | | | | | — | | |
SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Class A ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B in aggregate as of December 31, 2020 and 2021; 72,475,630 shares issued as of December 31, 2020 and 2021; 66,411,428 and 66,787,537 shares outstanding as of December 31, 2020 and 2021, respectively)
|
| | | | 500 | | | | | | 500 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Class B ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B in aggregate as of December 31, 2020 and 2021; 23,636,706 shares issued and outstanding as of December 31, 2020 and 2021; each Class B ordinary share is convertible into one Class A ordinary share)
|
| | | | 163 | | | | | | 163 | | |
Treasury shares (6,064,202 and 5,688,093 shares as of December 31, 2020 and 2021,
respectively) |
| | | | (42) | | | | | | (39) | | |
Capital deficit
|
| | | | (126,571) | | | | | | (121,631) | | |
Retained earnings (accumulated deficits)
|
| | | | (162,728) | | | | | | 116,454 | | |
Accumulated other comprehensive income
|
| | | | 1,232 | | | | | | 14,043 | | |
Total shareholders’ equity (deficit) attributable to China Index Holdings Limited
|
| | | | (287,446) | | | | | | 9,490 | | |
Noncontrolling interests
|
| | | | 1,299 | | | | | | 1,365 | | |
Total shareholders’ equity (deficit)
|
| | | | (286,147) | | | | | | 10,855 | | |
Total liabilities and shareholders’ equity (deficit)
|
| | | | 757,337 | | | | | | 480,797 | | |
|
| | |
As of September 30,
2022 |
| |
As of December 31,
2021 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 356,841 | | | | | | 361,521 | | |
Short-term investments
|
| | | | 23,576 | | | | | | — | | |
Accounts receivable, net of allowance for doubtful accounts
|
| | | | 63,860 | | | | | | 49,217 | | |
Prepaid expenses and other current assets
|
| | | | 30,500 | | | | | | 25,531 | | |
Amounts due from a related party – current
|
| | | | 8,536 | | | | | | — | | |
Total current assets
|
| | | | 483,313 | | | | | | 436,269 | | |
Non-current assets: | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 444 | | | | | | 1,424 | | |
Right of use assets
|
| | | | 38,520 | | | | | | 38,892 | | |
Other non-current assets
|
| | | | 5,620 | | | | | | 4,212 | | |
Total non-current assets
|
| | | | 44,584 | | | | | | 44,528 | | |
Total assets
|
| | | | 527,897 | | | | | | 480,797 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | | 15,728 | | | | | | 11,465 | | |
Income taxes payable
|
| | | | 10,752 | | | | | | 25,474 | | |
Deferred revenue
|
| | | | 170,730 | | | | | | 216,188 | | |
Amounts due to a related party
|
| | | | — | | | | | | 12,300 | | |
Accrued expenses and other current liabilities
|
| | | | 93,969 | | | | | | 99,657 | | |
Total current liabilities
|
| | | | 291,179 | | | | | | 365,084 | | |
Non-current liabilities: | | | | | | | | | | | | | |
Long-term lease liabilities
|
| | | | 34,368 | | | | | | 29,570 | | |
Other non-current liabilities
|
| | | | 80,299 | | | | | | 75,288 | | |
Total non-current liabilities
|
| | | | 114,667 | | | | | | 104,858 | | |
Total liabilities
|
| | | | 405,846 | | | | | | 469,942 | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Class A ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B in aggregate as of September 30, 2022 and December 31, 2021; 72,475,630 shares issued as of September 30, 2022 and December 31, 2021; 66,788,662 and 66,787,537 shares outstanding as of September 30, 2022 and December 31, 2021, respectively)
|
| | | | 500 | | | | | | 500 | | |
Class B ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B in aggregate as of September 30, 2022 and December 31, 2021; 23,636,706 shares issued and outstanding as of September 30, 2022 and December 31, 2021; each Class B ordinary share is convertible into one Class A ordinary
share) |
| | | | 163 | | | | | | 163 | | |
Treasury shares
|
| | | | (39) | | | | | | (39) | | |
Capital deficit
|
| | | | (119,138) | | | | | | (121,631) | | |
Retained earnings
|
| | | | 207,016 | | | | | | 116,454 | | |
Accumulated other comprehensive income
|
| | | | 32,033 | | | | | | 14,043 | | |
Total shareholders’ equity attributable to China Index Holdings Limited
|
| | | | 120,535 | | | | | | 9,490 | | |
Noncontrolling interests
|
| | | | 1,516 | | | | | | 1,365 | | |
Total shareholders’ equity
|
| | | | 122,051 | | | | | | 10,855 | | |
Total liabilities and shareholders’ equity
|
| | | | 527,897 | | | | | | 480,797 | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | |
Net income (loss)
|
| | | | (318,356) | | | | | | 279,248 | | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Share-based compensation expense
|
| | | | 8,612 | | | | | | 4,943 | | |
Depreciation
|
| | | | 1,196 | | | | | | 1,411 | | |
Reduction in the carrying amount of the right of use assets
|
| | | | 5,226 | | | | | | 5,478 | | |
Allowance for doubtful accounts
|
| | | | 12,376 | | | | | | 6,769 | | |
Allowance for amounts due from a related party – non-current
|
| | | | 547,069 | | | | | | 1,998 | | |
Investment income
|
| | | | (9,294) | | | | | | (8,458) | | |
Deferred income tax expense (benefit)
|
| | | | 60,516 | | | | | | (986) | | |
Change in fair value of the warrants
|
| | | | (1,359) | | | | | | — | | |
(Gain) loss on disposal of property and equipment
|
| | | | (5) | | | | | | (36) | | |
Changes in operating assets and liabilities, net of effects of acquisition and disposal of subsidiaries:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (17,744) | | | | | | (26,307) | | |
Prepayments to and amounts due from related parties
|
| | | | 4,820 | | | | | | — | | |
Prepaid expenses and other current assets
|
| | | | (1,546) | | | | | | (4,802) | | |
Accounts payable
|
| | | | 1,499 | | | | | | 2,122 | | |
Amounts due to a related party
|
| | | | (7,282) | | | | | | 12,215 | | |
Deferred revenue
|
| | | | 20,623 | | | | | | (7,945) | | |
Income tax payable
|
| | | | 3,341 | | | | | | (1,262) | | |
Amounts due from a related party – non-current
|
| | | | (547,069) | | | | | | (1,998) | | |
Accrued expenses and other current liabilities
|
| | | | 557,590 | | | | | | (7,067) | | |
Long-term lease liabilities
|
| | | | (10,252) | | | | | | 2,143 | | |
Other non-current liabilities
|
| | | | 17,583 | | | | | | (42,646) | | |
Net cash provided by operating activities
|
| | | | 327,544 | | | | | | 214,820 | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | |
Purchase of short-term investments
|
| | | | (4,084,440) | | | | | | (2,199,090) | | |
Proceeds from sales of short-term investments
|
| | | | 3,827,063 | | | | | | 2,599,219 | | |
Purchase of property and equipment
|
| | | | (585) | | | | | | (491) | | |
Proceeds from disposal of property and equipment
|
| | | | 5 | | | | | | 36 | | |
Proceeds from disposal of subsidiaries
|
| | | | 4,325 | | | | | | — | | |
Cash disposed for sales of subsidiaries
|
| | | | (1,035) | | | | | | — | | |
Advance to a noncontrolling interest holder
|
| | | | (3,090) | | | | | | — | | |
Cash acquired from business acquisition
|
| | | | 7 | | | | | | — | | |
Advance to a third party
|
| | | | — | | | | | | (18,151) | | |
Repayment of advance to a noncontrolling interest holder
|
| | | | — | | | | | | 3,090 | | |
Net cash provided by (used in) investing activities
|
| | | | (257,750) | | | | | | 384,613 | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | |
Net transfers to the parent company
|
| | | | — | | | | | | — | | |
Cash received from a third party for loan collateral
|
| | | | — | | | | | | 18,141 | | |
Settlement of guarantee liability in relation to convertible notes issued by a related party
|
| | | | — | | | | | | (540,375) | | |
Net cash used in financing activities
|
| | | | — | | | | | | (522,234) | | |
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
| | | | (3,515) | | | | | | 3,967 | | |
Net increase in cash and cash equivalents
|
| | | | 66,279 | | | | | | 81,166 | | |
Cash and cash equivalents as of the beginning of the year
|
| | | | 214,076 | | | | | | 280,355 | | |
Cash and cash equivalents as of the end of the year
|
| | | | 280,355 | | | | | | 361,521 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Income tax paid
|
| | | | 25,645 | | | | | | 29,394 | | |
Withholding income tax paid
|
| | | | — | | | | | | 62,000 | | |
Issuance of warrants in connection with the separation from Fang
|
| | | | — | | | | | | — | | |
Net assets and noncontrolling interests acquired in business acquisition
|
| | | | 1,603 | | | | | | — | | |
| | |
Shares Beneficially Owned as of
February 24, 2023 |
| |||||||||
| | |
Number
|
| |
Percentage
|
| ||||||
Directors and Executive Officers | | | | | | | | | | | | | |
Richard Jiangong Dai(1)
|
| | | | 9,047,809 | | | | | | 10.0% | | |
Yu Huang(2)
|
| | | | 616,560 | | | | | | * | | |
Lili Chen(3)
|
| | | | 32,351 | | | | | | * | | |
Can Xie(4)
|
| | | | 73,576 | | | | | | * | | |
Yong Wang(5)
|
| | | | 80,125 | | | | | | * | | |
Robert Ciemniak
|
| | | | — | | | | | | — | | |
Jason Chenyang Wei
|
| | | | — | | | | | | — | | |
Jianping Ye
|
| | | | — | | | | | | — | | |
Directors and executive officers as a group
|
| | | | 9,850,421 | | | | | | 10.9% | | |
Principal Shareholders:
|
| | | | | | | | | | | | |
Mr. Vincent Tianquan Mo and his affiliated entities(6)
|
| | | | 29,075,794 | | | | | | 30.5% | | |
Fang Holdings Limited(7)
|
| | | | 18,084,101 | | | | | | 20.0% | | |
General Atlantic Singapore Fund Pte. Ltd.(8)
|
| | | | 10,122,769 | | | | | | 11.2% | | |
Evenstar Capital Management Limited(9)
|
| | | | 11,221,618 | | | | | | 12.4% | | |
Other Filing Persons: | | | | | | | | | | | | | |
Mr. Shan Li and Digital Link Investments Limited(10)
|
| | | | 3,137,921 | | | | | | 3.5% | | |
True Knight Limited(11)
|
| | | | 8,801,142 | | | | | | 9.7% | | |
|
Exhibit No.
|
| |
Description
|
|
|
(a)(1)
|
| | | |
|
(a)(2)
|
| | | |
|
(a)(3)
|
| | | |
|
(a)(4)
|
| | | |
|
(a)(5)
|
| | | |
|
(a)(6)
|
| | | |
|
(a)(7)
|
| | |
|
Exhibit No.
|
| |
Description
|
|
|
(a)(7)
|
| | | |
|
(c)(1)
|
| | Opinion of Roth Capital Partners, LLC, dated as of December 22, 2022* | |
|
(c)(2)
|
| | | |
|
(d)(1)
|
| | | |
|
(d)(2)
|
| | | |
|
(d)(3)
|
| | | |
|
(d)(4)
|
| | | |
|
(d)(5)
|
| | | |
|
(f)(1)
|
| | Dissenters’ Rights. See “Special Factors — Dissenters’ or Appraisal Rights” | |
|
(f)(2)
|
| | | |
|
(e)
|
| | Not applicable | |
|
107
|
| | Calculation of Filing Fees | |
INTERHOLDCO LTD.
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Richard Jiangong Dai(1)
|
| | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Chairman of the board of directors | | | PRC | |
Yu Huang(2) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Director, chief executive officer and president | | | PRC | |
Robert Ciemniak(3) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent director | | | UK | |
Jason Chenyang Wei(4) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent director | | | PRC | |
Jianping Ye(5) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent director | | | PRC | |
Lili Chen(6) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Deputy chief financial officer | | | PRC | |
Can Xie(7) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | |
Chief technology officer
|
| | PRC | |
Yong Wang(8) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Vice president | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jiangong Dai(1) | | |
Tower A, No. 20 Guogongzhuang
Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China |
| | Director | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jiangong Dai(1) | | |
Tower A, No. 20 Guogongzhuang
Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China |
| | Director | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jiangong Dai(1) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Executive Chairman of the Board | | | PRC | |
Jian Liu(2) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Director and Chief Executive Officer | | | PRC | |
Shaohua Zhang(3) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent Director | | | PRC | |
Howard Huyue Zhang(4)
|
| | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent Director | | | Hong Kong SAR | |
Changming Yan(5) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent Director | | | Canada | |
Yu Huang(6) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Independent Director | | | PRC | |
Peng Cui(7) | | | Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China | | | Chief Financial Officer | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Tianquan Mo(1)
|
| |
Tower A, No. 20 Guogongzhuang
Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China |
| | Director | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Tianquan Mo(1)
|
| |
Tower A, No. 20 Guogongzhuang
Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China |
| | Director | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of Citizenship
|
|
Tianquan Mo(1)
|
| |
Tower A, No. 20 Guogongzhuang
Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China |
| | Director | | | PRC | |
Jing Cao(2) | | |
c/o P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands |
| | Director | | | USA | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jing Cao(1) | | |
c/o P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands |
| | Director | | | USA | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jing Cao(1) | | |
c/o P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands |
| | Director | | | USA | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jiangong Dai(1) | | |
Tower A, No. 20 Guogongzhuang
Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China |
| | Director | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Shan Li(1) | | |
Unit 219, 2/F Building 16W, Phase
Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong |
| | Director | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Ong Yu Huat | | |
Asia Square Tower 1
8 Marina View, #41-04 Singapore 018960 |
| | Director of General Atlantic Singapore Fund Management Pte. Ltd. | | | Singapore | |
Izkandar Bloy | | |
Asia Square Tower 1
8 Marina View, #41-04 Singapore 018960 |
| | Director of General Atlantic Singapore Fund Management Pte. Ltd. | | | Malaysia | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
William E. Ford
(Chief Executive Officer) |
| |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Gabriel Caillaux | | |
23 Savile Row
London W1S 2ET United Kingdom |
| | Managing Director of GA LP | | | France | |
Andrew Crawford | | |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Martin Escobari | | |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | Bolivia and Brazil | |
Anton J. Levy | | |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Sandeep Naik | | |
Asia Square Tower 1
8 Marina View, #41-04 Singapore 018960 |
| | Managing Director of GA LP | | | USA | |
Graves Tompkins | | |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
N. Robbert Vorhoff
|
| |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Eric Zhang | | |
Suite 5704 – 5706, 57F
Two IFC, 8 Finance Street Central, Hong Kong, China |
| | Managing Director of GA LP | | | Hong Kong SAR | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Michael Gosk | | |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Christopher G. Lanning | | |
55 East 52nd Street
33rd Floor New York, New York 10055 |
| | Managing Director of GA LP | | | USA | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Evenstar Manager | | | | | | | | | | |
James Ting-Yeh Yang | | | 29/F, 18 Pennington Street, Causeway Bay, Hong Kong | | | Director | | | USA | |
Anna Goubault | | | 4th Floor, Century Yard, Cricket Square, PO Box 31162, George Town, Grand Cayman, KY1-1205, Cayman Islands | | |
Director
Independent director of Calderwood
|
| | Cayman Islands (British Overseas Territories Citizen) | |
Charles Thomas | | | 4th Floor, Century Yard, Cricket Square, PO Box 31162, George Town, Grand Cayman, KY1-1205, Cayman Islands | | |
Director
Independent director of Calderwood
|
| | United Kingdom | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Evenstar Master | | | | | | | | | | |
James Ting-Yeh Yang | | | 29/F, 18 Pennington Street, Causeway Bay, Hong Kong | | | Director | | | USA | |
Shih-Jong SU | | | 2F, No. 12, Zhouzi St., Neihu Dist., Taipei City 114064, Taiwan | | | Director | | | Taiwan | |
Kaida Masaki | | | 3-9, Mayumi Minami 1-chome, lkoma-shi, Nara, 630-0123, Japan | | | Director | | | Japan | |
ESSL | | | | | | | | | | |
James Ting-Yeh YANG | | | 29/F, 18 Pennington Street, Causeway Bay, Hong Kong | | | Director | | | USA | |
Shih-Jong SU | | | No. 97-1, Lishan Street, NeiHu District, Taipei, Taiwan | | | Director | | | Taiwan | |
Kaida Masaki | | | 3-9, Mayumi Minami 1-chome, lkoma-shi, Nara, 630-0123, Japan | | | Director | | | Japan | |