CUSIP No. 65442R 109
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Page 4 of 6 pages
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Notes:
(1) Representing 6,085,465 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020. The Nine F Trust is a trust established under the laws of Guernsey and managed by Credit Suisse Trust Limited as the trustee. Mr. Lei Sun is the settlor of the trust and Mr. Lei Sun and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. Lei Sun has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Nine F Capital Limited in the Issuer. Mr. Sun may be deemed to have the sole voting and dispositive power over the shares held by Nine F Capital Limited.
(2) Representing 58,348,000 Class B ordinary shares held by Nine F Capital Limited.
(3) To derive this percentage, (x) the numerator is the sum of (i) 6,085,465, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020 and (ii) 58,348,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 142,348,281, being the numbers of the Issuers total Class A ordinary shares outstanding as of December 31, 2020, (ii) 58,348,000, being the number of Class A ordinary shares upon conversion of 58,348,000 Class B ordinary shares held by Nine F Capital Limited, and (iii) 6,085,465, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020.
(4) Representing (i) 6,085,465 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020 and (ii) 58,348,000 Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares.
(5) To derive this percentage, (x) the numerator is the sum of (i) 6,085,465, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020 and (ii) 58,348,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 142,348,281, being the number of the Issuers total Class A ordinary shares outstanding as of December 31, 2020, (ii) 61,162,400, being the number of the Issuers total Class B ordinary shares outstanding as of December 31, 2020 that are convertible into the same number of Class A ordinary shares, and (iii) 6,085,465, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020.
(6) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuers Class A and Class B ordinary shares as a single class. Each holder of the Issuers Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the Issuers Class B ordinary shares is entitled to five votes per Class B ordinary share.
For Nine F Capital Limited:
Reporting Person: Nine F Capital Limited
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Class A ordinary
shares
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Class B ordinary
shares
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Total ordinary
shares on the as-
converted basis
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Percentage of
Aggregate Voting
Power
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(a) Amount beneficially owned:
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6,085,465
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(1)
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58,348,000
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(2)
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64,433,465
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(4)
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(b) Percent of class:
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31.2
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%(3)
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30.7
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%(5)
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65.6
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%(6)
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote
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6,085,465
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(1)
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58,348,000
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(2)
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64,433,465
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(4)
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(ii) Shared power to vote or to direct the vote
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(iii) Sole power to dispose or to direct the disposition of
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6,085,465
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(1)
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58,348,000
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(2)
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64,433,465
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(4)
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(iv) Shared power to dispose or to direct the disposition of
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4
CUSIP No. 65442R 109
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Page 5 of 6 pages
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Notes:
(1) Representing 6,085,465 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020.
(2) Representing 58,348,000 Class B ordinary shares held by Nine F Capital Limited.
(3) To derive this percentage, (x) the numerator is the sum of (i) 6,085,465, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020 and (ii) 58,348,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 142,348,281, being the numbers of the Issuers total Class A ordinary shares outstanding as of December 31, 2020, (ii) 58,348,000, being the number of Class A ordinary shares upon conversion of 58,348,000 Class B ordinary shares held by Nine F Capital Limited, and (iii) 6,085,465, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020.
(4) Representing (i) 6,085,465 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020 and (ii) 58,348,000 Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares.
(5) To derive this percentage, (x) the numerator is the sum of (i) 6,085,465, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020 and (ii) 58,348,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 142,348,281, being the number of the Issuers total Class A ordinary shares outstanding as of December 31, 2020, (ii) 61,162,400, being the number of the Issuers total Class B ordinary shares outstanding as of December 31, 2020 that are convertible into the same number of Class A ordinary shares, and (iii) 6,085,465, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2020.
(6) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuers Class A and Class B ordinary shares as a single class. Each holder of the Issuers Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the Issuers Class B ordinary shares is entitled to five votes per Class B ordinary share.
Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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5