{"url_path":"/sec/ccgww/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","accession_number":"0001493152-26-019130","cik":"0001965473","ticker":"CCG","issuer_name":"Cheche Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","primary_entity_key":"0001965473","primary_entity_name":"Cheche Group Inc."},"word_count":42160,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**Our\nHolding Company Structure and Contractual Arrangements with the VIE and Its Shareholders**\n\n \n\n**The\nVIE structure and its associated risks**\n\n \n\nWe\nare a Cayman Islands holding company with no substantive operations. We carry out our business through the VIE and its subsidiaries in\nChina, due to PRC regulatory restrictions on direct foreign ownership of companies that engage in VATS and other internet related business.\n\n \n\nThe\nVIE structure was established through a series of agreements entered into between WFOE, the VIE and its shareholders, comprising an exclusive\nbusiness cooperation agreement, an equity interest pledge agreement, an exclusive option agreement, the shareholders’ power of\nattorney and spousal consent letters. The contractual arrangements allow us to (1) consolidate the financial results of the Affiliated\nEntities, (2) receive substantially all of the economic benefits of the Affiliated Entities, (3) have the pledge right over the equity\ninterests in the VIE as the pledgee to secure its fulfillment of obligations, and (4) have an exclusive option to purchase all or part\nof the equity interests and assets in the VIE when and to the extent permitted by PRC law. As a result of our direct ownership in WFOE\nand the contractual arrangements with the VIE, we are the primary beneficiary of the VIE for accounting purposes, and, therefore, has\nconsolidated the financial results of the Affiliated Entities into our consolidated financial statements in accordance with U.S. GAAP.\n\n \n\nThe\nVIE structure involves unique risks to investors. It may not be as effective as direct ownership in providing us with control over the\nVIE or its subsidiaries, and we may incur substantial costs to enforce the terms of the arrangements. The agreements under the contractual\narrangements among WFOE, the VIE and its shareholders have not been tested in a court of law. There are also substantial uncertainties\nregarding the interpretation and application of current and future PRC laws, regulations and rules regarding our rights with respect\nto our contractual arrangements with the VIE and its shareholders. It is uncertain whether any new PRC laws or regulations relating to\nthe VIE structure will be adopted or, if adopted, what they would provide. The PRC regulatory authorities could disallow the VIE structure\nat any time in the future. If the PRC government deems that the contractual arrangements with the VIE do not comply with PRC regulatory\nrestrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations\nchange or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests\nin these operations. We, our subsidiaries and the Affiliated Entities, and investors of Class A Ordinary Shares face uncertainty with\nrespect to potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the\nVIE and, consequently, significantly affect the financial performance of the Affiliated Entities and us as a whole. See “—D.\nRisk Factors—Risks Related to Our Corporate Structure.”\n\n \n\n1\n\n \n\n \n\nThe\nfollowing diagram illustrates our simplified corporate structure, including our principal subsidiaries, the VIE and its subsidiaries,\nas of the date of this annual report.\n\n \n\n \n\n \n\n(1)\nVIE\nequity interests holders include Lei Zhang, Zhendong Wang, Hangzhou Shunying Equity Investment Partnership (L.P.), Zhuhai Hengqin\nHuarong Zhifu Investment Management Co., Ltd., Beijing Cheche Technology Investment Center, LLP, Beijing Zhongjin Huicai Investment\nManagement Co., Ltd., Shenzhen Ruiyuan Investment Enterprise, LLP, Huzhou Zhongze Jiameng Equity Investment Enterprise, LLP, Beijing\nZhongyun Ronghui Investment Center, LLP and Guangzhou Lianzhan Enterprise Management Co., Ltd., which hold approximately 35.6%, 1.1%,\n8.8%, 8.2%, 9.8%, 14.2%, 8.0%, 4.9%, 8.8% and 0.6% of the equity interests in the VIE, respectively.\n\n \n\n**Cash\nand Asset Flows through Organization**\n\n \n\n*Dividend\nDistribution and Taxation*: In light of our holding company structure and the VIE structure, our ability to pay dividends to the shareholders,\nand to service any debt we may incur, may depend upon dividends paid by WFOE to us and service fees paid by the Affiliated Entities to\nWFOE, despite that we may obtain financing at the holding company level through other methods. However, the WFOE and the Affiliated Entities\nin China are subject to certain statutory reserve and solvency conditions before they can distribute dividends or make payment to us,\nwhich, if failed, may restrict their ability to pay dividends or make payment to us. Under PRC laws and regulations, WFOE is permitted\nto pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.\nFurthermore, WFOE and the Affiliated Entities are required to make appropriations to certain statutory reserve funds or may make appropriations\nto certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies.\nThe statutory reserve fund requires that annual appropriations of 10% of net after-tax income should be set aside prior to payment of\nany dividends, until the aggregate amount of such fund reaches 50% of their registered capital. As a result of such restrictions under\nPRC laws and regulations, our PRC Subsidiaries and the Affiliated Entities are restricted in their ability to transfer a portion of their\nnet assets to us either in the form of dividends, loans or advances, which restricted portion amounted to RMB370.5\nmillion and RMB500.6 million as of December 31, 2024 and 2025, respectively. As of the date of this annual report, none of us and\nour subsidiaries has made any dividends or distributions to our respective shareholder(s), including any U.S. investors, nor do we have\nany present plan to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the\ndiscretion of the respective our board of directors. As of the date of this annual report, none of us, WFOE and the VIE intends to distribute\nearnings or settle amounts owed under the VIE agreements. Under Cayman Islands law, we may only pay dividends out of our profits, or\nout of monies otherwise available for dividend in accordance with the Cayman Companies Act, provided always that in no circumstances\nmay a dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business.\n\n \n\n2\n\n \n\n \n\nSubject\nto the “passive foreign investment company” rules, the gross amount of any distribution that we make to a U.S. Holder (as\ndefined in “Certain Material U.S. Federal Income Tax Consequences”) with respect to the Class A Ordinary Shares (including\nany amounts withheld to reflect PRC withholding taxes) will be taxable as a dividend for United States federal income tax purposes, to\nthe extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.\n\n \n\n*Foreign\nExchange Restriction*: We, the PRC Subsidiaries and the Affiliated Entities are subject to restrictions on foreign exchange and our\nability to transfer cash between entities, across borders, and to U.S. investors. Under PRC foreign exchange regulations, payments of\ncurrent account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions,\ncan be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. However, approval\nfrom or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and\nremitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government imposes\ncontrols on the convertibility of RMB into foreign currencies and the remittance of funds out of China, which may restrict the transfer\nof cash between us, the PRC Subsidiaries, the Affiliated Entities or the investors. Under PRC laws and regulations, the PRC Subsidiaries\nand the Affiliated Entities are subject to certain restrictions with respect to payment of dividends or otherwise transfers of any of\ntheir net assets to us. Remittance of dividends by the PRC Subsidiaries out of China is also subject to certain procedures with the banks\ndesignated by the PRC State Administration of Foreign Exchange. These restrictions are benchmarked against the paid-up capital and the\nstatutory reserve funds of the PRC Subsidiaries and the net assets of the VIE in which we do not have legal ownership. While there are\ncurrently no such restrictions on foreign exchange and our ability to transfer cash or assets between us and our Hong Kong subsidiary,\nif certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become\napplicable to the Hong Kong subsidiary in the future, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity, such\nfunds or assets may not be available due to interventions in or the imposition of restrictions and limitations on our ability to transfer\nfunds or assets by the PRC government. Furthermore, there can be no assurance that the PRC government will not intervene or impose restrictions\non us, our subsidiaries and the Affiliated Entities to transfer or distribute cash within the organization, which could result in an\ninability of or prohibition on making transfers or distributions to entities outside of mainland China and Hong Kong. See “—D.\nRisk Factors—Risks Related to Doing Business in China—Governmental control of currency conversion may limit the ability of\nus, the PRC Subsidiaries and the Affiliated Entities to utilize our net revenues effectively and our ability to transfer cash among the\ngroup, across borders, and to investors and affect the value of your investment.”\n\n \n\n*Transfer\nof Cash and Asset*: Cash may be transferred within the group in the following manner: (1) we may transfer funds to our subsidiaries,\nincluding the PRC Subsidiaries, by way of capital contributions, inter-group advances or loans; (2) we and our subsidiaries may provide\nloans to the VIE and vice versa; (3) funds may be transferred from the VIE to WFOE, as service fees for services contemplated by the\nVIE agreements; and (4) our subsidiaries, including WFOE, may make dividends or other distributions to us. Cash is transferred within\nthe group to satisfy working capital requirement of the respective operating entities, and is managed by our finance department based\non fund control policy and procedure. Neither we nor our subsidiaries are able to make direct capital contributions to the VIE or its\nsubsidiaries, and the VIE is not able to make dividends or other distributions to us. In 2023, the repayment of the loans\nin the amount of RMB63.5 million was transferred from the Affiliated Entities to CCT and its PRC Subsidiaries. In 2024, the repayment\nof the loans in the amount of RMB87.8 million was transferred from the Affiliated Entities to CCT and its PRC Subsidiaries. In 2025,\nthe repayment of the loans in the amount of RMB3.5 million was transferred from the Affiliated Entities to CCT and its PRC Subsidiaries.\nAs of the date of this annual report, no other transfers, dividends or distributions have been made among us, our subsidiaries and the\nVIE, or to investors; and no other cash flows and transfers of other assets by type have occurred between us, the PRC Subsidiaries, and\nthe VIE.\n\n \n\n3\n\n \n\n \n\nAs\nan offshore holding company, we may use the proceeds of our offshore fund-raising activities to provide loans or make capital contributions\nto the PRC Subsidiaries or provide loans to the VIE, in each case subject to the satisfaction of applicable regulatory requirements.\nSee “—Dividend Distribution and Taxation” and “—Foreign Exchange Restriction.”\n\n \n\n**Financial\nInformation Related to the Affiliated Entities**\n\n \n\nCheche\nGroup Inc. was incorporated in the Cayman Islands in January 2023 and did not carry out significant operations. CCT is the predecessor\nof us and, therefore, we disclosed combined condensed financial statements of Cheche Group Inc. and CCT (collectively, the “Parent\nCompany”) as follows.\n\n \n\nThe\nfollowing tables present the condensed consolidating schedule of financial information for the Parent Company, WFOE, CCT’s subsidiaries\n(other than WFOE), the VIEs and its subsidiaries for the periods and as of the dates presented.\n\n \n\n**Selected\nCondensed Consolidating Statements of Operations Data**\n\n** **\n\n****\n\n  \nYear ended December 31, 2025 \n\n  \n\n**Parent**\n\n**Company **\n  \nOther\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nNet revenues \n -  \n 682,997  \n 1,464  \n 2,403,867  \n (78,483) \n 3,009,845 \n\nEarned from third-party customers \n -  \n 615,412  \n -  \n 2,394,433  \n -  \n 3,009,845 \n\nEarned from the intra-Group transactions(1) \n -  \n 67,585  \n 1,464  \n 9,434  \n (78,483) \n - \n\nCost of revenues \n -  \n (565,102) \n (1,294) \n (2,292,525) \n 9,434  \n (2,849,487)\n\nArising from non intra-Group transactions \n -  \n (555,668) \n (1,294) \n (2,292,525) \n -  \n (2,849,487)\n\nArising from the intra-Group transactions(1) \n -  \n (9,434) \n -  \n -  \n 9,434  \n - \n\nSelling and marketing expenses(1) \n -  \n (8,352) \n -  \n (128,946) \n 69,049  \n (68,249)\n\nGeneral and administrative expenses \n (15,488) \n (6,791) \n (216) \n (53,263) \n -  \n (75,758)\n\nResearch and development expenses \n -  \n (15,043) \n -  \n (22,195) \n -  \n (37,238)\n\n  \n    \n    \n    \n    \n    \n   \n\nTotal operating costs and expense \n (15,488) \n (595,288) \n (1,510) \n (2,496,929) \n 78,483  \n (3,030,732)\n\n  \n    \n    \n    \n    \n    \n   \n\nOperating (loss)/income \n (15,488) \n 87,709  \n (46) \n (93,062) \n -  \n (20,887)\n\nShare of loss from other subsidiaries(2) \n (7,640) \n -  \n -  \n -  \n 7,640  \n - \n\nShare of loss of the WFOE(2) \n -  \n (95,872) \n -  \n -  \n 95,872  \n - \n\nShare of loss of the VIE(2) \n -  \n -  \n (95,799) \n -  \n 95,799  \n - \n\nInterest income from VIE(3) \n 1,815  \n -  \n 3  \n -  \n (1,818) \n - \n\nInterest expense to WFOE(3) \n -  \n -  \n -  \n (3) \n 3  \n - \n\nInterest expense to Parent(3) \n -  \n -  \n -  \n (1,815) \n 1,815  \n - \n\nOthers, net \n 3,640  \n 526  \n (30) \n (1,444) \n -  \n 2,692 \n\nLoss before income taxes \n (17,673) \n (7,637) \n (95,872) \n (96,324) \n 199,311  \n (18,195)\n\n  \n    \n    \n    \n    \n    \n   \n\nIncome tax (expense)/benefit \n (116) \n (3) \n -  \n 525  \n -  \n 406 \n\nNet loss \n (17,789) \n (7,640) \n (95,872) \n (95,799) \n 199,311  \n (17,789)\n\n**** \n\n4\n\n \n\n \n\n  \nYear ended December 31, 2024 \n\n  \n\n**Parent**\n\n**Company**\n  \nOther\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nNet revenues \n -  \n 548,561  \n 1,459  \n 2,934,011  \n (10,892) \n 3,473,139 \n\nEarned from third-party customers \n -  \n 548,561  \n -  \n 2,924,578  \n -  \n 3,473,139 \n\nEarned from the intra-Group transactions(1) \n -  \n -  \n 1,459  \n 9,433  \n (10,892) \n - \n\nCost of revenues \n -  \n (509,889) \n (1,236) \n (2,812,686) \n 9,434  \n (3,314,377)\n\nArising from non intra-Group transactions \n -  \n (500,455) \n (1,236) \n (2,812,686) \n -  \n (3,314,377)\n\nArising from the intra-Group transactions(1) \n -  \n (9,434) \n -  \n -  \n 9,434  \n - \n\nSelling and marketing expenses(1) \n -  \n (14,120) \n -  \n (66,839) \n 1,458  \n (79,501)\n\nGeneral and administrative expenses \n (24,307) \n (20,207) \n (280) \n (63,063) \n -  \n (107,857)\n\nResearch and development expenses \n -  \n (20,821) \n -  \n (17,126) \n -  \n (37,947)\n\n  \n    \n    \n    \n    \n    \n   \n\nTotal operating costs and expense \n (24,307) \n (565,037) \n (1,516) \n (2,959,714) \n 10,892  \n (3,539,682)\n\n  \n    \n    \n    \n    \n    \n   \n\nOperating loss \n (24,307) \n (16,476) \n (57) \n (25,703) \n -  \n (66,543)\n\nShare of loss from other subsidiaries(2) \n (45,658) \n -  \n -  \n -  \n 45,658  \n - \n\nShare of loss of the WFOE(2) \n -  \n (29,802) \n -  \n -  \n 29,802  \n - \n\nShare of loss of the VIE(2) \n -  \n -  \n (29,819) \n -  \n 29,819  \n - \n\nInterest income from VIE(3) \n 2,107  \n 38  \n 59  \n -  \n (2,204) \n - \n\nInterest expense to WFOE(3) \n -  \n -  \n -  \n (59) \n 59  \n - \n\nInterest expense to Parent(3) \n -  \n -  \n -  \n (2,107) \n 2,107  \n - \n\nInterest expense to other subsidiaries(3) \n -  \n -  \n -  \n (38) \n 38  \n - \n\nOthers, net \n 6,856  \n 582  \n 15  \n (2,437) \n -  \n 5,016 \n\nLoss before income taxes \n (61,002) \n (45,658) \n (29,802) \n (30,344) \n 105,279  \n (61,527)\n\n  \n    \n    \n    \n    \n    \n   \n\nIncome tax (expense)/benefit \n (234) \n -  \n -  \n 525  \n -  \n 291 \n\nNet loss \n (61,236) \n (45,658) \n (29,802) \n (29,819) \n 105,279  \n (61,236)\n\n \n\n5\n\n \n\n \n\n  \nYear ended December 31, 2023 \n\n  \n\n**Parent**\n\n**Company**\n  \nOther\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nNet revenues \n -  \n 217,938  \n 1,825  \n 3,089,988  \n (8,333) \n 3,301,418 \n\nEarned from third-party customers \n -  \n 217,938  \n 174  \n 3,083,306  \n -  \n 3,301,418 \n\nEarned from the intra-Group transactions(1) \n -  \n    \n 1,651  \n 6,682  \n (8,333) \n - \n\nCost of revenues \n -  \n (209,365) \n (3,964) \n (2,954,546) \n 6,682  \n (3,161,193)\n\nArising from non intra-Group transactions \n -  \n (202,683) \n (3,964) \n (2,954,546) \n -  \n (3,161,193)\n\nArising from the intra-Group transactions(1) \n -  \n (6,682) \n -  \n -  \n 6,682  \n - \n\nSelling and marketing expenses \n -  \n (21,839) \n (32) \n (89,583) \n -  \n (111,454)\n\nGeneral and administrative expenses(1) \n (14,272) \n (17,328) \n (373) \n (109,063) \n 1,651  \n (139,385)\n\nResearch and development expenses \n -  \n (22,359) \n -  \n (34,808) \n -  \n (57,167)\n\n  \n    \n    \n    \n    \n    \n   \n\nTotal operating costs and expense \n (14,272) \n (270,891) \n (4,369) \n (3,188,000) \n 8,333  \n (3,469,199)\n\n  \n    \n    \n    \n    \n    \n   \n\nOperating loss \n (14,272) \n (52,953) \n (2,544) \n (98,012) \n -  \n (167,781)\n\nShare of loss from other subsidiaries(2) \n (149,974) \n -  \n -  \n -  \n 149,974  \n - \n\nShare of loss of the WFOE(2) \n -  \n (102,588) \n -  \n -  \n 102,588  \n - \n\nShare of loss of the VIE(2) \n -  \n -  \n (100,142) \n -  \n 100,142  \n - \n\nInterest income from VIE(3) \n 1,790  \n 587  \n 101  \n -  \n (2,478) \n - \n\nInterest expense to WFOE(3) \n -  \n -  \n -  \n (101) \n 101  \n - \n\nInterest expense to Parent(3) \n -  \n -  \n -  \n (1,790) \n 1,790  \n - \n\nInterest expense to other subsidiaries(3) \n -  \n -  \n -  \n (587) \n 587  \n - \n\nOthers, net \n 3,024  \n 4,984  \n (3) \n (177) \n -  \n 7,828 \n\nLoss before income taxes \n (159,432) \n (149,970) \n (102,588) \n (100,667) \n 352,704  \n (159,953)\n\n  \n    \n    \n    \n    \n    \n   \n\nIncome tax (expense)/benefit \n (158) \n (4) \n -  \n 525  \n -  \n 363 \n\nNet loss \n (159,590) \n (149,974) \n (102,588) \n (100,142) \n 352,704  \n (159,590)\n\n \n\n6\n\n \n\n \n\n**Selected\nCondensed Consolidating Balance Sheets Data**\n\n** **\n\n****\n\n  \nAs of December 31, 2025 \n\n  \n\n**Parent**\n\n**Company**\n  \nOther\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nASSETS \n    \n    \n    \n    \n    \n   \n\nCurrent assets: \n    \n    \n    \n    \n    \n   \n\nCash and cash equivalents \n 55,394  \n 32,092  \n 2,098  \n 54,927  \n -  \n 144,511 \n\nRestricted cash \n -  \n -  \n -  \n 5,000  \n -  \n 5,000 \n\nShort-term investments \n -  \n -  \n -  \n 226  \n -  \n 226 \n\nAccounts receivable, net \n -  \n 324,192  \n -  \n 821,560  \n -  \n 1,145,752 \n\nPrepayments and other current assets \n 2,912  \n 3,133  \n 187  \n 53,827  \n -  \n 60,059 \n\nAmount due from Parent(4) \n -  \n -  \n -  \n 2,949  \n (2,949) \n - \n\nAmount due from VIE and its subsidiaries(4) \n 860  \n 178,518  \n 17,419  \n -  \n (196,797) \n - \n\nTotal current assets \n 59,166  \n 537,935  \n 19,704  \n 938,489  \n (199,746) \n 1,355,548 \n\n  \n    \n    \n    \n    \n    \n   \n\nNon-current assets: \n    \n    \n    \n    \n    \n   \n\nRestricted cash \n -  \n 21,086  \n -  \n -  \n -  \n 21,086 \n\nAmount due from other subsidiaries(4) \n 474,592  \n -  \n -  \n -  \n (474,592) \n - \n\nAmount due from VIE and its subsidiaries(4) \n 185,128  \n 40,000  \n -  \n -  \n (225,128) \n - \n\nProperty, equipment and leasehold improvement, net \n -  \n 54  \n -  \n 777  \n -  \n 831 \n\nIntangible assets, net \n -  \n -  \n -  \n 3,850  \n -  \n 3,850 \n\nRight-of-use assets \n -  \n -  \n -  \n 6,453  \n -  \n 6,453 \n\nGoodwill \n -  \n -  \n -  \n 84,609  \n -  \n 84,609 \n\nOther non-current assets \n 2,477  \n -  \n -  \n -  \n -  \n 2,477 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal non-current assets \n 662,197  \n 61,140  \n -  \n 95,689  \n (699,720) \n 119,306 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal assets \n 721,363  \n 599,075  \n 19,704  \n 1,034,178  \n (899,466) \n 1,474,854 \n\n  \n    \n    \n    \n    \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY \n    \n    \n    \n    \n    \n   \n\nCurrent liabilities: \n    \n    \n    \n    \n    \n   \n\nAccounts payable \n -  \n 220,232  \n -  \n 622,496  \n -  \n 842,728 \n\nShort-term borrowings \n -  \n 40,700  \n -  \n 39,800  \n -  \n 80,500 \n\nContract liabilities \n -  \n 1,041  \n -  \n 3  \n -  \n 1,044 \n\nPayroll and welfare payable \n -  \n 18,928  \n 631  \n 64,127  \n -  \n 83,686 \n\nTax payable \n -  \n 10,557  \n 1  \n 12,099  \n -  \n 22,657 \n\nAmounts due to related party \n -  \n -  \n -  \n 50,626  \n -  \n 50,626 \n\nAccrued expenses and other current liabilities \n 4,211  \n 1,967  \n -  \n 13,028  \n -  \n 19,206 \n\nShort-term lease liabilities \n -  \n -  \n -  \n 4,727  \n -  \n 4,727 \n\nAmount due to other subsidiaries(4) \n -  \n -  \n -  \n 178,518  \n (178,518) \n - \n\nAmount due to VIE and its subsidiaries(4) \n 2,949  \n -  \n -  \n -  \n (2,949) \n - \n\nAmount due to parent(4) \n -  \n 474,592  \n -  \n 860  \n (475,452) \n - \n\nAmount due to WFOE(4) \n -  \n -  \n -  \n 17,420  \n (17,420) \n - \n\nDeficit in other subsidiaries(5) \n 357,519  \n -  \n -  \n -  \n (357,519) \n - \n\nDeficit in WFOE(5) \n -  \n 178,777  \n -  \n -  \n (178,777) \n - \n\nDeficit in VIE and its subsidiaries(5) \n -  \n -  \n 197,851  \n -  \n (197,851) \n - \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal current liabilities \n 364,679  \n 946,794  \n 198,483  \n 1,003,704  \n (1,408,486) \n 1,105,174 \n\n  \n    \n    \n    \n    \n    \n   \n\nNon-current liabilities: \n    \n    \n    \n    \n    \n   \n\nDeferred tax liabilities \n -  \n -  \n -  \n 963  \n -  \n 963 \n\nLong-term lease liabilities \n -  \n -  \n -  \n 801  \n -  \n 801 \n\nAmount due to parent(4) \n -  \n -  \n -  \n 185,128  \n (185,128) \n - \n\nAmount due to other subsidiaries(4) \n -  \n -  \n -  \n 40,000  \n (40,000) \n - \n\nLong-term borrowings \n -  \n 9,800  \n -  \n -  \n -  \n 9,800 \n\nDeferred revenue \n -  \n -  \n -  \n 1,432  \n -  \n 1,432 \n\nWarrant \n 1,512  \n -  \n -  \n -  \n -  \n 1,512 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal non-current liabilities \n 1,512  \n 9,800  \n -  \n 228,324  \n (225,128) \n 14,508 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal liabilities \n 366,191  \n 956,594  \n 198,483  \n 1,232,028  \n (1,633,614) \n 1,119,682 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal shareholders’ equity/(deficit) \n 355,172  \n (357,519) \n (178,779) \n (197,850) \n 734,148  \n 355,172 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal liabilities and shareholders’ equity \n 721,363  \n 599,075  \n 19,704  \n 1,034,178  \n (899,466) \n 1,474,854 \n\n** **\n\n7\n\n \n\n \n\n  \nAs of December 31, 2024 \n\n  \n\n**Parent**\n\n**Company**\n  \nOther\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nASSETS \n    \n    \n    \n    \n    \n   \n\nCurrent assets: \n    \n    \n    \n    \n    \n   \n\nCash and cash equivalents \n 58,898  \n 25,123  \n 1,493  \n 31,958  \n -  \n 117,472 \n\nShort-term investments \n 32,423  \n -  \n -  \n 3,000  \n -  \n 35,423 \n\nAccounts receivable, net \n -  \n 200,622  \n -  \n 781,857  \n -  \n 982,479 \n\nPrepayments and other current assets \n 4,642  \n 9,009  \n 210  \n 31,575  \n -  \n 45,436 \n\nAmount due from Parent(4) \n -  \n -  \n -  \n 3,016  \n (3,016) \n   \n\nAmount due from VIE and its subsidiaries(4) \n 879  \n 133,303  \n 18,074  \n -  \n (152,256) \n - \n\nTotal current assets \n 96,842  \n 368,057  \n 19,777  \n 851,406  \n (155,272) \n 1,180,810 \n\n  \n    \n    \n    \n    \n    \n   \n\nNon-current assets: \n    \n    \n    \n    \n    \n   \n\nRestricted cash \n -  \n -  \n -  \n 5,000  \n -  \n 5,000 \n\nAmount due from other subsidiaries(4) \n 462,797  \n -  \n -  \n -  \n (462,797) \n - \n\nAmount due from VIE and its subsidiaries(4) \n 187,505  \n 40,000  \n -  \n -  \n (227,505) \n - \n\nProperty, equipment and leasehold improvement, net \n -  \n 129  \n -  \n 1,239  \n -  \n 1,368 \n\nIntangible assets, net \n -  \n -  \n -  \n 5,950  \n -  \n 5,950 \n\nRight-of-use assets \n -  \n -  \n -  \n 5,653  \n -  \n 5,653 \n\nGoodwill \n -  \n -  \n -  \n 84,609  \n -  \n 84,609 \n\nOther non-current assets \n 4,305  \n -  \n -  \n 225  \n -  \n 4,530 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal non-current assets \n 654,607  \n 40,129  \n -  \n 102,676  \n (690,302) \n 107,110 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal assets \n 751,449  \n 408,186  \n 19,777  \n 954,082  \n (845,574) \n 1,287,920 \n\n  \n    \n    \n    \n    \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY \n    \n    \n    \n    \n    \n   \n\nCurrent liabilities: \n    \n    \n    \n    \n    \n   \n\nAccounts payable \n -  \n 174,601  \n -  \n 551,214  \n -  \n 725,815 \n\nShort-term borrowings \n -  \n 20,000  \n -  \n 10,000  \n -  \n 30,000 \n\nContract liabilities \n -  \n 1,656  \n -  \n 125  \n -  \n 1,781 \n\nPayroll and welfare payable \n -  \n 18,908  \n 631  \n 60,838  \n -  \n 80,377 \n\nTax payable \n -  \n 4,933  \n 1  \n 7,077  \n -  \n 12,011 \n\nAccrued expenses and other current liabilities \n 6,468  \n 1,614  \n -  \n 17,166  \n -  \n 25,248 \n\nShort-term lease liabilities \n -  \n -  \n -  \n 3,037  \n -  \n 3,037 \n\nAmount due to other subsidiaries(4) \n -  \n -  \n -  \n 133,303  \n (133,303) \n - \n\nAmount due to VIE and its subsidiaries(4) \n 3,016  \n -  \n -  \n -  \n (3,016) \n - \n\nAmount due to parent(4) \n -  \n 462,797  \n -  \n 879  \n (463,676) \n - \n\nAmount due to WFOE(4) \n -  \n -  \n -  \n 14,874  \n (14,874) \n - \n\nDeficit in other subsidiaries(5) \n 383,182  \n -  \n -  \n -  \n (383,182) \n - \n\nDeficit in WFOE(5) \n -  \n 106,860  \n -  \n -  \n (106,860) \n - \n\nDeficit in VIE and its subsidiaries(5) \n -  \n -  \n 126,004  \n -  \n (126,004) \n - \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal current liabilities \n 392,666  \n 791,369  \n 126,636  \n 798,513  \n (1,230,915) \n 878,269 \n\n  \n    \n    \n    \n    \n    \n   \n\nNon-current liabilities: \n    \n    \n    \n    \n    \n   \n\nDeferred tax liabilities \n -  \n -  \n -  \n 1,488  \n -  \n 1,488 \n\nLong-term lease liabilities \n -  \n -  \n -  \n 2,137  \n -  \n 2,137 \n\nAmount due to parent(4) \n -  \n -  \n -  \n 187,505  \n (187,505) \n - \n\nAmount due to other subsidiaries(4) \n -  \n -  \n -  \n 40,000  \n (40,000) \n - \n\nAmount due to WFOE(4) \n    \n -  \n -  \n 3,200  \n (3,200) \n - \n\nLong-term payables \n -  \n -  \n -  \n 45,811  \n -  \n 45,811 \n\nDeferred revenue \n -  \n -  \n -  \n 1,432  \n -  \n 1,432 \n\nWarrant \n 3,032  \n -  \n -  \n -  \n -  \n 3,032 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal non-current liabilities \n 3,032  \n -  \n -  \n 281,573  \n (230,705) \n 53,900 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal liabilities \n 395,698  \n 791,369  \n 126,636  \n 1,080,086  \n (1,461,620) \n 932,169 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal shareholders’ equity/(deficit) \n 355,751  \n (383,183) \n (106,859) \n (126,004) \n 616,046  \n 355,751 \n\n  \n    \n    \n    \n    \n    \n   \n\nTotal liabilities and shareholders’ equity \n 751,449  \n 408,186  \n 19,777  \n 954,082  \n (845,574) \n 1,287,920 \n\n \n\n8\n\n \n\n \n\n**Summary\nCondensed Consolidating Cash Flows Data**\n\n \n\n  \nYear ended December 31, 2025 \n\n  \n\n**Parent**\n\n**Company**\n  \nother\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nNet cash (used in)/provided by transactions with intra-group companies(1) \n (22,429) \n 37,651  \n (1,249) \n (13,973) \n -  \n - \n\nNet cash (used in)/provided by transactions with third-parties \n (11,168) \n (39,627) \n (1,587) \n 11,832  \n -  \n (40,550)\n\n  \n    \n    \n    \n    \n    \n   \n\nNet cash used in operating activities \n (33,597) \n (1,976) \n (2,836) \n (2,141) \n -  \n (40,550)\n\n  \n    \n    \n    \n    \n    \n   \n\nRepayment of the investments in and loans from VIE and its subsidiaries \n -  \n -  \n 3,457  \n -  \n (3,457) \n - \n\nPurchase of property, equipment and leasehold improvement \n -  \n -  \n -  \n (75) \n -  \n (75)\n\nPlacement of short-term investments \n (17,572) \n -  \n -  \n 794  \n -  \n (16,778)\n\nCash received from maturities of short-term investments \n 49,202  \n -  \n -  \n 3,000  \n -  \n 52,202 \n\nProceeds from disposal of fixed assets, intangible assets and other long-term assets \n -  \n -  \n -  \n 48  \n -  \n 48 \n\nNet cash provided by investing activities \n 31,630  \n -  \n 3,457  \n 3,767  \n (3,457) \n 35,397 \n\n  \n    \n    \n    \n    \n    \n   \n\nRepayment to other subsidiaries \n -  \n -  \n -  \n (3,457) \n 3,457  \n - \n\nCash received of short-term borrowings from bank \n -  \n 50,700  \n -  \n 51,800  \n -  \n 102,500 \n\nCash repayment of short-term borrowings to bank \n -  \n (30,000) \n -  \n (22,000) \n -  \n (52,000)\n\nCash received from long-term borrowings from bank \n -  \n 10,000  \n -  \n -  \n -  \n 10,000 \n\nCash repayments of  long-term borrowings to bank \n -  \n (200) \n -  \n -  \n -  \n (200)\n\nCash repayment of short-term borrowings to a third party \n -  \n -  \n -  \n (5,000) \n -  \n (5,000)\n\nProceeds from exercise of share-based awards \n 104  \n -  \n -  \n -  \n -  \n 104 \n\n  \n    \n    \n    \n    \n    \n   \n\nNet cash provided by financing activities \n 104  \n 30,500  \n -  \n 21,343  \n 3,457  \n 55,404 \n\n  \n    \n    \n    \n    \n    \n   \n\nEffect of foreign exchange rate changes on cash, cash equivalents and restricted cash \n (1,641) \n (469) \n (16) \n -  \n -  \n (2,126)\n\nNet (decrease)/increase in cash and cash equivalents and restricted cash \n (3,504) \n 28,055  \n 605  \n 22,969  \n -  \n 48,125 \n\nCash, cash equivalents and restricted cash at the beginning of the period \n 58,898  \n 25,123  \n 1,493  \n 36,958  \n -  \n 122,472 \n\nCash, cash equivalents and restricted cash at the end of the period \n 55,394  \n 53,178  \n 2,098  \n 59,927  \n -  \n 170,597 \n\n   \n\n9\n\n \n\n \n\n  \nYear ended December 31, 2024 \n\n  \n\n**Parent**\n\n**Company**\n  \nother\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nNet cash (used in)/provided by transactions with intra-group companies(1) \n -  \n (10,000) \n 1,545  \n 8,455  \n -  \n - \n\nNet cash (used in)/provided by transactions with third parties \n (26,291) \n (104,196) \n (18,471) \n 34,824  \n -  \n (114,135)\n\n  \n    \n    \n    \n    \n    \n   \n\nNet cash (used in)/provided by operating activities \n (26,291) \n (114,196) \n (16,926) \n 43,279  \n -  \n (114,135)\n\n  \n    \n    \n    \n    \n    \n   \n\nInvestments in and loans to WFOE \n -  \n (351) \n -  \n -  \n 351  \n - \n\nRepayment of the investments in and loans from VIE and its subsidiaries \n -  \n 71,021  \n 16,800  \n -  \n (87,821) \n - \n\nPurchase of property, equipment and leasehold improvement \n -  \n 12  \n -  \n (1,675) \n -  \n (1,663)\n\nLoan provided to a third party \n -  \n -  \n -  \n (10,000) \n -  \n (10,000)\n\nLoan repaid by a third party \n -  \n -  \n -  \n 10,000  \n -  \n 10,000 \n\nPlacement of short-term investments \n (161,739) \n (21,565) \n -  \n (3,167) \n -  \n (186,471)\n\nProceeds from short-term investments \n 129,392  \n 43,130  \n -  \n -  \n -  \n 172,522 \n\nProceeds from disposal of fixed assets, intangible assets and other long-term assets \n -  \n -  \n -  \n 12  \n -  \n 12 \n\nNet cash (used in)/provided by investing activities \n (32,347) \n 92,247  \n 16,800  \n (4,830) \n (87,470) \n (15,600)\n\n  \n    \n    \n    \n    \n    \n   \n\nCapital contribution from other subsidiaries \n -  \n -  \n 351  \n -  \n (351) \n - \n\nRepayment to other subsidiaries \n -  \n -  \n -  \n (87,821) \n 87,821  \n - \n\nCash received from short-term borrowings from bank \n -  \n 20,000  \n -  \n 10,000  \n -  \n 30,000 \n\nCash repayments of short-term borrowings to bank \n -  \n (10,000) \n -  \n (10,000) \n -  \n (20,000)\n\nCash repayments of short-term borrowings to related parties \n -  \n -  \n -  \n (10,000) \n -  \n (10,000)\n\nCash repayments of short-term borrowings to Alta \n (3,055) \n -  \n -  \n -  \n -  \n (3,055)\n\nCash received from short-term borrowing from third party \n -  \n -  \n -  \n 5,000  \n -  \n 5,000 \n\nNet cash (used in)/provided by financing activities \n (3,055) \n 10,000  \n 351  \n (92,821) \n 87,470  \n 1,945 \n\n  \n    \n    \n    \n    \n    \n   \n\nEffect of foreign exchange rate changes on cash, cash equivalents and restricted cash \n 1,558  \n 303  \n 9  \n -  \n -  \n 1,870 \n\nNet (decrease)/increase in cash and cash equivalents and restricted cash \n (60,135) \n (11,646) \n 233  \n (54,372) \n -  \n (125,920)\n\nCash, cash equivalents and restricted cash at the beginning of the period \n 119,033  \n 36,769  \n 1,260  \n 91,330  \n -  \n 248,392 \n\nCash, cash equivalents and restricted cash at the end of the period \n 58,898  \n 25,123  \n 1,493  \n 36,958  \n -  \n 122,472 \n\n \n\n10\n\n \n\n \n\n  \nYear ended December 31, 2023 \n\n  \n\n**Parent**\n\n**Company**\n  \nother\nsubsidiaries  \nWFOE  \nVIE and its\nsubsidiaries  \nEliminations  \nConsolidated\ntotals \n\n  \n(RMB in thousands) \n\nNet cash (used in)/provided by/transactions with intra-group companies(1) \n -  \n (35,000) \n -  \n 35,000  \n -  \n - \n\nOther operating activities \n (20,885) \n (114,715) \n 480  \n 108,170  \n -  \n (26,950)\n\n  \n    \n    \n    \n    \n    \n   \n\nNet cash (used in)/provided by operating activities \n (20,885) \n (149,715) \n 480  \n 143,170  \n -  \n (26,950)\n\n  \n    \n    \n    \n    \n    \n   \n\nInvestments in and loans to WFOE \n -  \n (358) \n -  \n -  \n 358  \n - \n\nRepayment of the investments in and loans from VIE and its subsidiaries \n -  \n 63,485  \n -  \n -  \n (63,485) \n - \n\nPurchase of property, equipment and leasehold improvement \n -  \n (67) \n -  \n (482) \n -  \n (549)\n\nPlacement of short-term investments \n -  \n (42,496) \n -  \n (226) \n -  \n (42,722)\n\nProceeds from short-term investments \n -  \n 56,071  \n -  \n -  \n -  \n 56,071 \n\nProceeds from disposal of fixed assets, intangible assets and other long-term assets \n -  \n -  \n -  \n 22  \n -  \n 22 \n\nNet cash provided by/(used in) investing activities \n -  \n 76,635  \n -  \n (686) \n (63,127) \n 12,822 \n\n  \n    \n    \n    \n    \n    \n   \n\nProceeds from ordinary shares \n 137,908  \n -  \n -  \n -  \n -  \n 137,908 \n\nCapital contribution from other subsidiaries \n -  \n -  \n 358  \n -  \n (358) \n - \n\nRepayment to other subsidiaries \n -  \n -  \n -  \n (63,485) \n 63,485  \n - \n\nCash received from short-term borrowings from bank \n -  \n 10,000  \n -  \n 10,000  \n -  \n 20,000 \n\nCash repayments of short-term borrowings to third parties \n -  \n -  \n -  \n (12,610) \n -  \n (12,610)\n\nCash repayments of financing cost \n -  \n -  \n -  \n (4,953) \n -  \n (4,953)\n\nNet cash provided by/(used in) financing activities \n 137,908  \n 10,000  \n 358  \n (71,048) \n 63,127  \n 140,345 \n\n  \n    \n    \n    \n    \n    \n   \n\nEffect of foreign exchange rate changes on cash, cash equivalents and restricted cash \n 1,002  \n 1,225  \n 3  \n -  \n -  \n 2,230 \n\nNet increase / (decrease) in cash and cash equivalents and restricted cash \n 118,025  \n (61,855) \n 841  \n 71,436  \n -  \n 128,447 \n\nCash, cash equivalents and restricted cash at the beginning of the period \n 1,008  \n 98,624  \n 419  \n 19,894  \n -  \n 119,945 \n\nCash, cash equivalents and restricted cash at the end of the period \n 119,033  \n 36,768  \n 1,260  \n 91,331  \n -  \n 248,392 \n\n \n\n(1)\n\nRepresents the elimination of the intercompany licensing and other services\ncharge at the consolidation level. In the years ended December 31, 2025, 2024 and 2023, the total amount of the service fees that charged\nby VIE under the relevant agreements were RMB9.4 million, RMB9.4 million and RMB6.7 million, respectively. In the year ended December\n31, 2025, the total amount of the service fees that VIE paid to the other subsidiaries under the relevant agreements was RMB14.0 million.\nIn the years ended December 31, 2024 and 2023, the total amount of the service fees that the other subsidiaries paid to VIE under the\nrelevant agreements were RMB 10.0million and RMB35.0 million, respectively.\n\n \n\n(2)\nRepresents\nthe elimination of incurrence of losses by parent company, other subsidiaries and WFOE for their respective subsidiaries, WFOE and\nVIE and its subsidiaries.\n\n \n\n(3)\nRepresents\nthe elimination of interest income/expense from intercompany loans at the consolidation level.\n\n \n\n(4)\n\nRepresents the elimination of intercompany balances among parent\ncompany, other subsidiaries, WFOE and the VIE and its subsidiaries. The balances as of December 31, 2025 and 2024 were\nrelated to intercompany loans and prepayment related service charges under certain service agreements.\n\n \n\n(5)\nRepresents\nthe elimination of the deficit in other subsidiaries, WFOE and VIE and its subsidiaries by parent company, other subsidiaries and\nWFOE.\n\n \n\n11\n\n \n\n \n\n**Our\nOperations in China and Permissions Required from the PRC Authorities for Our Operations**\n\n \n\nWe\nface various legal and operational risks and uncertainties related to doing business in China, as us, through WFOE and the Affiliated\nEntities, conducts our operations in China. We are subject to complex and evolving laws and regulations in China. The PRC government\nhas indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based\nissuers, and initiated various regulatory actions and made various public statements, some of which are published with very short notice,\nincluding cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas,\nadopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. For example,\nwe face risks associated with regulatory approvals on overseas offerings and oversight on cybersecurity and data privacy, which may impact\nour ability to conduct certain business, accept foreign investments, or list and conduct offerings on a U.S. or other foreign stock exchange.\nThese risks could result in a material adverse change in our operations, and significantly limit or completely hinder our ability to\noffer or continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless. See\n“—D. Risk Factors—Risks Related to Doing Business in China.”\n\n \n\n**The\nHolding Foreign Companies Accountable Act**\n\n \n\nThe Holding\nForeign Companies Accountable Act (the “HFCAA”) and related regulations restrict the trading of securities of issuers that\nretain registered public accounting firms that the Public Company Accounting Oversight Board (the “PCAOB”) determines it is\nunable to inspect or investigate completely. Our independent registered public accounting firm, Marcum Asia CPAs LLP, is headquartered\nin New York, New York. The PCAOB has regular and complete access to inspect and investigate Marcum Asia CPAs LLP. We are not subject to\nthe inspection and investigation restrictions that apply to firms headquartered in mainland China or Hong Kong, and we are not included\non the SEC’s list of Commission-identified Issuers under the HFCAA.\n\n \n\nIf, in the future,\nwe were to retain a registered public accounting firm that the PCAOB determines it is unable to inspect or investigate completely for\ntwo consecutive years, the SEC would identify us as a “Commission-identified Issuer.” In that event, the trading of our securities\non any U.S. national securities exchange, as well as any over-the-counter trading in the United States, would be prohibited. While we\ndo not currently face this risk, any future change in our auditor or in the PCAOB’s ability to inspect our auditor could result\nin delisting or trading prohibitions, which would materially and adversely affect the value of your investment.\n\n \n\n12\n\n \n\n \n\n**Regulatory\nlicenses for our operations in China**\n\n \n\nMany\naspects of our business depend on obtaining and maintaining licenses, approvals, permits or qualifications from PRC regulators. Obtaining\nsuch approvals, licenses, permits or qualifications depends on our compliance with regulatory requirements. PRC regulatory authorities\nalso have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement laws and regulations. Based\non PRC laws and regulations currently in effect and the legal advice of our PRC legal counsel, Han Kun Law Offices, and subject to different\ninterpretations of these laws and regulations that may be adopted by PRC authorities, the PRC Subsidiaries and the Affiliated Entities\nhave obtained the following licenses and approvals necessary to operate in China as of the date of this annual report: (1) each of the\nPRC Subsidiaries and the Affiliated Entities has obtained a business license; (2) the VIE, through which the PRC Subsidiaries conduct\ntheir VATS business, has obtained a value-added telecommunications license for internet information services; and (3) Cheche Insurance\nSales & Service Co., Ltd. has obtained the insurance intermediary license. Apart from these licenses and approvals, the PRC Subsidiaries\nand the Affiliated Entities may not be able to maintain existing licenses, permits and approvals and the government authorities may subsequently\nrequire the PRC Subsidiaries and the Affiliated Entities to obtain any additional licenses, permits and approvals. If the PRC Subsidiaries\nand the Affiliated Entities fail to obtain the necessary licenses, permits and approvals or inadvertently conclude that any permissions\nor approvals are not required, or if applicable laws, regulations, or interpretations change and the PRC Subsidiaries or the Affiliated\nEntities are required to obtain such permissions or approvals in the future, the PRC Subsidiaries and the Affiliated Entities may be\nsubject to fines, confiscation of revenues generated from incompliant operations or the suspension of relevant operations. The PRC Subsidiaries\nand the Affiliated Entities may also experience adverse publicity arising from such non-compliance with government regulations that negatively\nimpact us. See “—D. Risk Factors—Risks Related to Doing Business in China—Our business is subject to complex\nand evolving laws and regulations, many of which are subject to change and uncertain interpretation, which could result in changes to\nour business practices, reduced revenue and increased compliance costs or otherwise harm our business. Any failure to comply with laws\nor regulations may subject us to fines, injunctions and other penalties that could harm our business.”\n\n \n\n**CAC\nApproval**\n\n \n\nOn\nJuly 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council\njointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law (the “Opinions”).\nThe Opinions stressed the need to strengthen the administration over illegal securities activities and the supervision over overseas\nlistings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to\ndeal with the risks and incidents of China-related overseas listed companies.\n\n \n\nOn\nDecember 28, 2021, the CAC, jointly with 12 other governmental authorities, promulgated the revised Cybersecurity Review Measures (2021),\nwhich became effective on February 15, 2022. According to the Cybersecurity Review Measures (2021), critical information infrastructure\noperators that intend to purchase internet products and services which may have an adverse effect on national security must apply for\ncybersecurity review. Meanwhile, online platform operators holding personal information of over one million users that intend to list\ntheir securities on a foreign stock exchange must apply for cybersecurity review. In the meantime, the governmental authorities have\nthe discretion to initiate a cybersecurity review on any data processing activity if they deem such a data processing activity affects\nor may affect national security. The specific implementation rules on cybersecurity review are subject to further clarification by subsequent\nregulations.\n\n \n\nOn\nJuly 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Transfer of Data, which took effect on September\n1, 2022. These measures aim to regulate cross-border transfers of data, requiring among other things, that data processors that provide\ndata to overseas apply to CAC for security assessments if: (1) data processors provide important data to overseas parties; (2) critical\ninformation infrastructure operators and data processors process personal information of more than one million individuals provide personal\ninformation to overseas parties; (3) data processors that have cumulatively provided personal information of 100,000 people or sensitive\npersonal information of 10,000 people to overseas parties since January 1 of the previous year, provide personal information to overseas\nparties; and (4) other scenarios required by the CAC to apply for security assessments are met. In addition, these measures require data\nprocessors to carry out self-assessments of risks of providing data to overseas parties before applying to the CAC for security assessments.\n\n \n\nOn\nSeptember 24, 2024, the State Council promulgated the Regulations on the Administration of Cyber Data Security (the “Cyber Data\nSecurity Regulations”), which became effective on January 1, 2025. The Cyber Data Security Regulations provide that network data\nprocessors that engage in network data processing activities which affect or may affect national security shall undergo a national security\nreview in accordance with relevant state regulations.\n\n \n\n13\n\n \n\n \n\nGiven\nthat the above-mentioned newly promulgated laws, regulations and policies were recently promulgated or issued, their interpretation,\napplication and enforcement are subject to substantial uncertainties. We believe that such requirement for cybersecurity review under\nthe revised Cybersecurity Review Measures (2021), are applicable to the PRC Subsidiaries and the VIE. As a network platform operator\nwho possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures (2021), we have applied\nfor and completed a cybersecurity review with respect to our overseas listing pursuant to the Cybersecurity Review Measures (2021).\n\n \n\n**CSRC\nFiling**\n\n \n\nOn\nFebruary 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies\n(the “Overseas Listing Trial Measures”) and circulated five supporting guidelines, which became effective on March 31, 2023.\nThe Overseas Listing Trial Measures will comprehensively improve and reform the existing regulatory regime for overseas offering and\nlisting of PRC domestic companies’ securities and will regulate both direct and indirect overseas offering and listing of PRC domestic\ncompanies’ securities by adopting a filing-based regulatory regime.\n\n \n\nAccording\nto the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in\ndirect or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing\nTrial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering\nand listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities\noffering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance\nwith law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual\ncontroller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the\norder of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering\nand listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no\nconclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling\nshareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.\n\n \n\nThe\nOverseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering\nand listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of\nthe issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements\nfor the most recent fiscal year is accounted for by domestic companies; and (2) the main parts of the issuer’s business activities\nare conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management\nstaff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland\nChina. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with\nthe CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provides that\nthe direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers\nor other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures, which\nfiling shall be submitted within three business days after the issuer submits its application documents relating to the initial public\noffering and/or listing or after the first public announcement of the relevant transaction (if the submission of relevant application\ndocuments is not required). The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material\nevents, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.\n\n \n\n14\n\n \n\n \n\nGuidance\nfor Application of Regulatory Rules - Overseas Offering and Listing No. 1, promulgated by CSRC together with the Overseas Listing Trial\nMeasures, provides that if a domestic enterprise completes an overseas offering through an overseas special purposes acquisition company,\nit shall submit the filing materials within three business days after such overseas special purposes acquisition company publicly announces\nsuch acquisition transaction. In addition, according to the Notice on Administration for the Filing of Overseas Offering and Listing\nby Domestic Enterprises published by CSRC on its official website on February 17, 2023, companies that have already been listed on overseas\nstock exchanges prior to March 31, 2023 or the companies that have obtained the approval from overseas supervision administrations or\nstock exchanges for its offering and listing prior to March 31, 2023 and will complete their overseas offering and listing prior to September\n30, 2023 are not required to make immediate filings for its listing, but are required to make filings for subsequent offerings in accordance\nwith the Overseas Listing Trial Measures. Companies that have already submitted an application for an initial public offering to overseas\nsupervision administrations but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the\noffering and listing prior to March 31, 2023 may arrange for the filing within a reasonable time period and should complete the required\nCSRC filing procedure, the completion of which will be published on the CSRC website, before such companies’ overseas issuance\nand listing.\n\n \n\nWe\ncompleted the filing procedures in connection with the Business Combination under the Overseas Listing Trial Measures on September 14,\n2023, and the result of such CSRC approval was posted on the official website of the CSRC on the same date. Pursuant to the Overseas\nListing Trial Measures, we may need to complete filing procedures for future offshore fund-raising activities, including conducting follow-on\noffering in the United States. Any failure or perceived failure by us to comply with such filing requirements under the Overseas Listing\nTrial Measures may result in forced rectification, warnings and fines against us and could materially hinder our ability to raise fund\noverseas. See “—D. Risk Factors—Risks Related to Doing Business in China—The filing with the CSRC may be required\nin connection with future overseas fund-raising activities, and we cannot predict whether we will be able to obtain such approval or\ncomplete such filing.”\n\n \n\nOn\nFebruary 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives\nAdministration released the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering\nand Listing by Domestic Companies (the “Archives Rules”), which became effective on March 31, 2023. The Archives Rules regulate\nboth overseas direct offerings and overseas indirect offerings, providing that, among other things:\n\n \n\n \n●\nin\nrelation to the overseas listing activities of PRC enterprises, the PRC enterprises are required to strictly comply with the relevant\nrequirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary\nmeasures to implement their confidentiality and archives management responsibilities;\n\n \n\n \n●\nduring\nthe course of an overseas offering and listing, if a PRC enterprise needs to publicly disclose or provide to securities companies\nor securities service providers and overseas regulators, any materials that contain relevant state secrets, government work secrets\nor information that has a sensitive impact (i.e., be detrimental to national security or the public interest if divulged), the PRC\nenterprise should complete the relevant approval/filing and other regulatory procedures; and\n\n \n\n \n●\nworking\npapers produced in the PRC by securities companies and securities service providers, which provide PRC enterprises with securities\nservices during their overseas issuance and listing, should be stored in the PRC, and competent PRC authorities must approve the\ntransmission of all such working papers to recipients outside the PRC.\n\n \n\n15\n\n \n\n \n\nAny\nfailure or perceived failure by us to comply with the Archives Rules and the confidentiality requirements and other PRC laws and regulations\nmay result in us being held legally liable by competent authorities.\n\n \n\n**Recent\nDevelopments**\n\n \n\nIn\nApril 2025, our company entered into a partnership with Wuhu Jetour Automobile Sales Company Limited, an automotive brand under Chery\nHolding Group Co., Ltd., to deepen our partnerships with automobile manufacturers across China.\n\n \n\nIn\nSeptember 2025, our company expanded our strategic partnership with Volkswagen (Anhui) Automotive Company Limited, through the agreement\nwith Volkswagen (Anhui) Digital Sales and Services Co., Ltd., aiming to deliver end-to-end risk management for new energy vehicles.\n\n \n\nIn\nDecember 2025, our company entered into a partnership with FAW Bestune Automobile Co., Ltd. Sales Branch and Jilin Dingjia Automotive\nBusiness Service Co., Ltd., which are under China FAW Group Co., Ltd., aiming to launch fully digital one-stop vehicle delivery services.\n\n \n\nIn\nJanuary 2026, our company, Volkswagen (Anhui) Digital Sales and Services Co., Ltd., and Beijing Cardif Airstar Property & Casualty\nInsurance Co., Ltd. held a strategic cooperation signing ceremony to announce a proposed collaboration to develop digital insurance services\nfor Volkswagen owners and expand into areas such as intelligent pricing, intelligent-driving insurance, and non-auto insurance, aiming\nto establish a digital financial and insurance service system covering the full lifecycle of electric vehicle ownership.\n\n \n\n**Nasdaq\nListing Compliance**\n\n \n\nOn\nJanuary 12, 2026, we received a notice (the “Notification Letter”) from Nasdaq stating that we are not in compliance with the\n$1.00 minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2). The Notification Letter has\nno current effect on the listing or trading of our securities on Nasdaq. Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules,\nour company has a compliance period of 180 calendar days, or until July 13, 2026 (the “Compliance Period”), to regain compliance\nwith Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per Class A ordinary\nshare is at least US$1.00 for a minimum of 10 consecutive business days, Nasdaq will provide our company a written confirmation of compliance\nand the matter will be closed. In the event that our company does not regain compliance by July 13, 2026, subject to the determination\nby the staff of Nasdaq, we may be eligible for an additional 180 calendar days compliance period if it meets the continued listing requirements\nfor market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement of\nNasdaq, and provides written notice to Nasdaq of its intention to cure for the minimum bid price requirement.\n\n \n\n**A.**\n**Reserved**\n\n \n\n**B.**\n**Capitalization\nand Indebtedness**\n\n \n\nNot\napplicable.\n\n \n\n**C.**\n**Reasons\nfor the Offer and Use of Proceeds**\n\n \n\nNot\napplicable.\n\n \n\n**D.**\n**Risk\nFactors**\n\n \n\n*Our\nbusiness and our industry are subject to significant risks. You should carefully consider all of the information set forth in This annual\nreport and in our other filings with the SEC, including the following risk factors, in evaluating our business. If any of the following\nrisks actually occur, our business, financial condition, results of operations, and growth prospects would likely be materially and adversely\naffected. This annual report also contains forward-looking statements that involve risks and uncertainties. See the section entitled\n“Forward-Looking Statements.”*\n\n \n\n**Summary\nof Risk Factors**\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\nRisks\nand uncertainties relating to our business and industry include, but are not limited to, the following:\n\n \n\n \n●\nWe\noperate in a highly competitive and rapidly evolving market, which makes it difficult to evaluate our prospects.\n\n \n\n \n●\nOur\nbusiness is subject to risks related to China’s digital insurance and the automotive industries.\n\n \n\n \n●\nOur\nbusiness is subject to complex and evolving laws and regulations, many of which are subject to change and uncertain interpretation,\nwhich could result in changes to our business practices, reduced revenue and increased compliance costs or otherwise harm our business.\nAny failure to comply with laws or regulations may subject us to fines, injunctions and other penalties that could harm our business.\n\n \n\n \n●\nFailure\nto obtain or maintain permits necessary for our operations may subject us to regulatory penalties or require us to adjust our business\nmodel.\n\n \n\n \n●\nWe\nhave historically incurred net losses and negative operating cash flows, and may not achieve or maintain profitability in the future.\n\n \n\n \n●\nOur\neffort to expand into the non-auto insurance market and diversify our revenues may not be successful.\n\n \n\n**Risks\nRelated to Our Corporate Structure**\n\n \n\nWe\ncarry out our business in China primarily through WFOE and our contractual arrangements with the Affiliated Entities. We are therefore\nsubject to various legal and operational risks and uncertainties related to our corporate structure, which could materially and adversely\naffect our operations, cause the value of our securities to significantly decline or become worthless. Such risks and uncertainties include,\nbut are not limited to, the following:\n\n \n\n \n●\nIf\nthe PRC government determines that the contractual arrangements in relation to the VIE structure do not comply with PRC regulatory\nrestrictions on foreign investment in certain industries, or if these regulations or the way they are interpreted change, we, the\nPRC Subsidiaries and the Affiliated Entities could be subject to severe penalties or be forced to relinquish their interests in those\noperations, and the Class A Ordinary Shares may decline in value or become worthless.\n\n \n\n16\n\n \n\n \n\n \n●\nContractual\narrangements with the VIE may result in adverse tax consequences to us, the PRC Subsidiaries or the Affiliated Entities.\n\n \n\n \n●\nWe\nand the PRC Subsidiaries rely on contractual arrangements with the VIE and the VIE’s shareholders to operate their business,\nwhich may not be as effective as direct ownership in providing operational control.\n\n \n\n \n●\nAny\nfailure by the VIE or its shareholders to perform their obligations under their contractual arrangements with WFOE would materially\nadversely affect the business, financial condition and results of operations of us and the PRC Subsidiaries.\n\n \n\n \n●\nVIE’s\nshareholders may have potential conflicts of interest with us, the PRC Subsidiaries and the Affiliated Entities, which may materially\nadversely affect the business and financial condition of us and the PRC Subsidiaries.\n\n \n\n \n●\nWe\nmay rely principally on dividends and other distributions on equity paid by the PRC Subsidiaries to fund our cash and financing requirements,\nand any limitation on the ability of the PRC Subsidiaries to pay dividends to us could adversely affect our ability to conduct our\nbusiness.\n\n \n\n \n●\nPRC\nregulations of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency\nconversion may delay or prevent us from using proceeds from offshore fund-raising activities, to make loans or additional capital\ncontributions to the PRC Subsidiaries, which could materially adversely affect our liquidity and our ability to fund and expand our\nbusiness.\n\n \n\n**Risks\nRelated to Doing Business in China**\n\n \n\nWe\nface various legal and operational risks and uncertainties related to being based in and having significant operations in China, and\ntherefore are subject to risks associated with doing business in China generally. Risks and uncertainties related to doing business in\nChina could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer our\nsecurities to investors, and cause the value of our securities to significantly decline or become worthless. Such risks and uncertainties\ninclude, but not limited to, the following:\n\n \n\n \n●\nChinese\ngovernment has significant authority to intervene or influence our operations at any time, and to exert more control over offerings\nconducted overseas and/or foreign investment in China-based issuers. For details, see “ — D. Risk Factors—Risks\nRelated to Doing Business in China—The PRC government has significant authority to exert influence on the China operations\nof an offshore holding company, and offerings conducted overseas and foreign investment in China-based issuers, such as us. Changes\nin China’s economic, political or social conditions or government policies could have a material adverse effect on our business,\nresults of operations, financial condition, and the value of our securities,” “—Recent greater oversight by the\nCAC over data security, particularly for companies seeking to list on a foreign exchange, could significantly limit or completely\nhinder our ability in capital raising activities and materially and adversely affect our business and the value of your investment,”\n“—The filing with the CSRC may be required in connection with future overseas fund-raising activities, and we cannot\npredict whether we will be able to obtain such approval or complete such filing.”\n\n \n\n17\n\n \n\n \n\n \n●\nOur\nsecurities may be delisted under the HFCAA if the PCAOB is unable to inspect auditors who are located in mainland China and Hong\nKong. For details, see “—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB has historically\nbeen unable to inspect our auditor in relation to their audit work performed for our financial statements included elsewhere in this\nannual report, and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived investors with the benefits\nof such inspections,” and “—Trading in our securities on any U.S. stock exchange or the U.S. over-the-counter market\nmay be prohibited under the HFCAA if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive\nyears. The delisting of our securities, or the threat of being delisted, may materially and adversely affect the value of your investment.”\n\n \n\n \n●\nWe\nare subject to impact from PRC economic, political and social conditions, as well as changes in any government policies, laws and\nregulations. For details, see “—D. Risk Factors—Risks Related to Doing Business in China—The PRC government\nhas significant authority to exert influence on the China operations of an offshore holding company, and offerings conducted overseas\nand foreign investment in China-based issuers, such as us. Changes in China’s economic, political or social conditions or government\npolicies could have a material adverse effect on our business, results of operations, financial condition, and the value of our securities,”\nand “—Adverse changes in economic and political policies of the PRC government could negatively impact China’s\noverall economic growth, which could materially adversely affect our business.”\n\n \n\n \n●\nWe\nare subject to uncertainties with respect to the PRC legal system, including such relating to the enforcement of rules and regulations\nin China and the risk that rules and regulations can change quickly with little advance notice. For details, see “ —D.\nRisk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws,\nrules and regulations could materially adversely affect our business.”\n\n \n\n**Risks\nRelated to Our Securities**\n\n \n\n \n●\nThe\nprice of our securities may be volatile, and the value of our securities may decline.\n\n \n \n \n\n \n●\nThe\nWarrants to purchase Class A Ordinary Shares will increase the number of shares eligible for future resale in the public market and\nresult in dilution to our shareholders.\n\n \n \n \n\n \n●\nA\nsignificant portion of our outstanding shares may be sold in the public market, which could cause the market price for our Class\nA ordinary Shares to decline.\n\n \n\n \n●\nWe\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are not subject to U.S. proxy\nrules and are exempt from certain provisions applicable to U.S. domestic public companies.\n\n \n\n \n●\nAs\na company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance\nmatters that differ significantly from the Nasdaq Stock Market corporate governance listing standards; these practices may afford\nless protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporate governance listing\nstandards.\n\n \n\n \n●\nYou\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under the law of the Cayman Islands, and will conduct substantially all of our operations in China, and a majority\nof our directors and executive officers will reside outside of the United States.\n\n \n\n18\n\n \n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\n**We\noperate in a highly competitive and rapidly evolving market, which makes it difficult to evaluate our prospects.**\n\n \n\nWe,\nthrough the VIE, commenced operations in September 2014. We operate in China’s insurance industry, which is highly competitive\nand rapidly evolving. Other participants in the industry, including insurance carriers, insurance intermediaries, third-party platforms,\nreferral partners and insurance consumers, may have difficulty distinguishing our platform from those of our competitors. As the industry\nand our business develop, we may modify our business model or change our platform, services or products. These changes may not achieve\nexpected results and may materially adversely affect our financial condition and results of operations.\n\n \n\nOur\nnet revenue was RMB3,301.4 million, RMB3,473.1 million and RMB3,009.8 million in 2023, 2024 and 2025, respectively. We may not achieve growth in future periods as we expand our operations. You should evaluate our business and prospects in light of the risks and\nchallenges that we are likely to face as a company seeking to develop in a rapidly evolving market.\n\n \n\n**Our\nbusiness is subject to risks related to China’s digital insurance and the automotive industries.**\n\n \n\nOur\nbusiness depends on the growth of China’s digital insurance industry and in particular, China’s digital auto insurance transaction\nindustry, which is relatively new and may not develop as expected. While the digital auto insurance transaction industry in China grew\nrapidly in the past years, it may not increase at the same rate in future periods.\n\n \n\nThe\nregulatory framework governing China’s digital insurance industry is evolving and is expected to remain uncertain for the foreseeable\nfuture. A reversal of, or a slowdown in, China’s digital insurance industry could reduce demand for our services and products for\ndigital insurance transactions and insurance SaaS solutions and adversely affect our growth prospects and profitability.\n\n \n\nWe\nderive most of our revenues from providing auto insurance transaction services. As a result, our success depends on China’s automobile\nmarket. Decreased demand for automobiles could adversely affect the demand for auto insurance and, in turn, the number of insurance carrier\ncustomers, third-party platforms, referral partners, insurance intermediaries and consumers using our platform. Accordingly, if the automobile\nindustry declines or fails to grow, our business, results of operations and financial condition could suffer.\n\n \n\nA\ndownturn in general economic conditions in China could reduce consumer spending, negatively impacting the growth rates of China’s\nautomotive industry and the demand for auto insurance in China. Automobile purchasers are also sensitive to trends in the broader economy,\nincluding the cost of energy and gasoline, the availability and cost of credit, business and consumer confidence, stock market volatility\nand unemployment. In addition, the growing popularity of ride-hailing applications in China, could adversely affect automobile purchases\nand decrease the demand for auto insurance in China.\n\n \n\n**Our\nbusiness is subject to complex and evolving laws and regulations, many of which are subject to change and uncertain interpretation, which\ncould result in changes to our business practices, reduced revenue and increased compliance costs or otherwise harm our business. Any\nfailure to comply with laws or regulations may subject us to fines, injunctions and other penalties that could harm our business.**\n\n \n\nThe\ninsurance industry in China is subject to comprehensive government regulation and supervision. In recent years, the regulatory framework\ngoverning China’s insurance industry has changed significantly and may continue to change significantly in the future. See “Item\n4. Information on the Company—B. Business Overview—Government Regulations—Regulations of the Insurance Industry”\nfor a discussion of the laws and regulations applicable to our operations. Some laws were recently amended, and their interpretation\nfollowing such amendments remains unclear. Compliance with these laws and regulations can be difficult and costly. New laws or regulations\nor changes to laws and regulations can impose additional compliance costs, reduce our revenues, require us to change our operations to\nensure compliance or otherwise harm our business.\n\n \n\n19\n\n \n\n \n\nIn\nSeptember 2020, the CBIRC (currently known as the NFRA) issued the Guiding Opinions on Implementing Comprehensive Reform of Auto Insurance.\nThese opinions provided guidance for insurance carriers to (1) optimize actuarial and pricing practices, (2) expand protection coverages,\nand (3) enhance customer service quality for auto insurance. For commercial auto insurance products, insurance carriers must lower the\ncap on expense ratios from 35% to 25% of insurance premiums. Insurance carriers are also encouraged to optimize their cost structures\nto maintain higher loss ratios, from 65% to 75% of commercial auto insurance premiums. As a result, insurance carriers received lower\npremiums from selling commercial auto insurance, which adversely affected the service fees that we received from facilitating the sale\nof commercial auto insurance through our Easy-Insur since October 2020, and through Insurance Marketplace between October 2020 and April\n2024, when we ceased to offer Insurance Marketplace due to strategic adjustment of our business.\n\n \n\nPRC\nregulatory authorities have published regulations requiring insurance carriers and insurance intermediaries to register salespersons\nof insurance products with the CBIRC (currently known as the NFRA) before such salespersons begin practicing. Insurance intermediaries\nthat engage in sales activities of insurance products with unregistered salespersons may be subject to warnings, fines and other penalties\nby regulatory authorities. However, due to the lack of detailed interpretation, the exact definition and scope of “sales activities”\nis unclear. Considerable uncertainties exist with respect to the interpretation of existing laws and regulations and new laws and regulations\ngoverning sales activities of insurance products. We may need to adjust our business model in response to evolving regulatory requirements.\n\n \n\nPRC\ngovernment authorities have also become increasingly vigilant in enforcing laws and regulations governing the digital auto insurance\ntransaction industry. For example, pursuant to the Regulatory Measures for Risks in the Outsourcing of Information Technology by Banking\nand Insurance Institutions (the “Outsourcing Measures”) issued by the CBIRC (currently known as the NFRA) on December 30,\n2021, adoption of our SaaS solution services and products by insurance carriers and insurance intermediaries may be deemed as their outsourcing\nof information services, and as a result, we must meet the outsourcing requirements of the Outsourcing Measures. We may from time to\ntime be required to conduct self-inspections and rectify any non-compliance with regulatory requirements. As of the date of this annual\nreport, we have conducted self-inspections in accordance with regulatory requirements and believes that we have rectified all material\nnon-compliance identified in these inspections.\n\n \n\nWe\nmay not have always been in full compliance with all applicable laws and regulations. For example, we used to offer insurance consumers\nsmall rewards to incentivize them to purchase insurance products through our platform. PRC regulators may deem these rewards to have\nviolated PRC laws and regulations, which prohibit insurance intermediaries from offering insurance consumers benefits not stipulated\nin the relevant insurance contracts. We ceased offering these rewards to insurance consumers in late 2019. However, PRC regulators may\nimpose retroactive administrative penalties on us for past rewards. As of the date of this annual report, we are not aware of any active\ninquires or investigation by relevant regulators with respect to the imposition of retroactive administrative penalties on us for such\nhistorical practices.\n\n \n\nWe\ninvest significant time and resources to comply with regulatory requirements, which could divert the attention of our management team\nand key employees and adversely affect our business. Non-compliance with applicable regulations or requirements could subject us to,\namong others: (1) investigations, enforcement actions and sanctions; (2) mandatory changes to our business model or services; (3) mandatory\ndisgorgement of profits, fines and damages; (4) civil, administrative and criminal penalties or injunctions; (4) claims for damages by\necosystem participants and other third parties; (5) damage to our public image and market reputation; (6) invalidation or termination\nof contracts; and (7) loss of intellectual property rights.\n\n \n\nAny\nof the foregoing could materially adversely affect our business, financial condition and results of operations.\n\n \n\n20\n\n \n\n \n\n**Failure\nto obtain or maintain permits necessary for our operations may subject us to regulatory penalties or require us to adjust our business\nmodel.**\n\n \n\nMany\naspects of our business depend on obtaining and maintaining licenses, approvals, permits or qualifications from PRC regulators. Obtaining\nsuch approvals, licenses, permits or qualifications depends on our compliance with regulatory requirements. PRC regulatory authorities\nalso have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement laws and regulations.\n\n \n\nBased\non PRC laws and regulations currently in effect and the legal advice of our PRC legal counsel, Han Kun Law Offices, and subject to different\ninterpretations of these laws and regulations that may be adopted by PRC authorities, the PRC Subsidiaries and the Affiliated Entities\nhave obtained the following licenses and approvals necessary to operate in China as of the date of this annual report: (1) each of the\nPRC Subsidiaries and the Affiliated Entities has obtained a business license; (2) the VIE, through which the PRC Subsidiaries conduct\ntheir VATS business, has obtained a value-added telecommunications license for internet information services; and (3) Cheche Insurance\nSales & Service Co., Ltd. has obtained the insurance intermediary license.\n\n \n\nThe\nPRC Subsidiaries and the Affiliated Entities may not be able to maintain existing licenses, permits and approvals and government authorities\nmay subsequently require the PRC Subsidiaries and the Affiliated Entities to obtain additional licenses, permits and approvals. If the\nPRC Subsidiaries and the Affiliated Entities fail to obtain the necessary licenses, permits and approvals or inadvertently conclude that\nany permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and the PRC Subsidiaries\nor the Affiliated Entities are required to obtain such permissions or approvals in the future, the PRC Subsidiaries and the Affiliated\nEntities may be subject to fines, confiscation of revenues generated from incompliant operations or the suspension of relevant operations.\nThe PRC Subsidiaries and the Affiliated Entities may also experience adverse publicity arising from such non-compliance with government\nregulations that negatively impact our brand.\n\n \n\n**We\nhave historically incurred net losses and negative operating cash flows, and may not achieve or maintain profitability in the future.**\n\n \n\nWe\nhave incurred net losses since our inception. We incurred net losses of RMB159.6 million, RMB61.2 million and RMB17.8 million in 2023,\n2024 and 2025, respectively. We had operating cash outflow of RMB27.0 million, RMB114.1 million and RMB40.6 million in 2023 , 2024 and\n2025, respectively. We must grow our revenues to become profitable, and, even if we do, we may not maintain or increase our profitability.\nWe expect to incur losses for the foreseeable future as we invest substantial financial and other resources in, among other things:\n\n \n\n \n●\ninvestments\nin the development of new services and products and enhancing our existing service and product portfolio;\n\n \n\n \n●\nexpansion\nof our operations and infrastructure organically and through acquisitions and strategic partnerships; and\n\n \n\n \n●\ngeneral\nadministration, including legal, risk management, accounting, and other expenses related to being a public company.\n\n \n\nThese\nexpenditures may not result in additional revenue or the growth of our business. Accordingly, we may not generate sufficient revenue\nto offset our expected cost increases and achieve and sustain profitability. If we fail to achieve and sustain profitability, the market\nprice of our Class A Ordinary Shares could decline.\n\n \n\n21\n\n \n\n \n\n**Our\neffort to expand into the non-auto insurance market and diversify our revenues may not be successful.**\n\n \n\nWhile\nwe historically focused on the auto insurance market, we have expanded into the non-auto insurance market in recent years to diversify\nour revenues. Our management believes that as non-auto insurance market develops, insurance carriers offering auto-insurance products\nare expected to have more opportunities to sell across different types of insurance products by utilizing their mature marketing channels,\nand non-auto insurance products tend to have more favorable margins. However, we may incur significant costs in research and development,\nrecruiting additional personnel and engaging more third-party service providers to develop our non-auto insurance business, and such\ninvestment may not generate expected returns. Moreover, the non-auto insurance market may not develop as we expect. If we fail to diversify\nour revenues, our revenues may grow at a slower rate than we anticipate, and our business, financial condition and results of operations\nmay be adversely affected.\n\n \n\n**We\nface intense competition and we may not be able to compete effectively.**\n\n \n\nWe\nface significant competition from companies that provide services and products for digital insurance transactions or insurance SaaS solutions\nto insurance carriers and insurance intermediaries. In addition, insurance carriers can attract consumers directly through their own\nsales and marketing teams, other traditional methods of distribution or digital distribution channels. Insurance carriers and insurance\nintermediaries may also develop their own systems, instead of purchasing SaaS solution products from us or other vendors. We also expect\nthat new competitors will enter China’s digital insurance industry in China with competing platforms, services and products, and\nwe may face new competitors as we expand into new insurance markets. We must develop new services and products to respond to our ecosystem\nparticipants’ evolving needs. Our investments in new services and products may not be successful. See “—If we fail\nto enhance and expand our services and products in a manner that responds to our ecosystem participants’ evolving needs, our business\nmay be adversely affected.”\n\n \n\nOur\ncompetitors may have significantly more financial, technical, marketing and other resources than we have, and may devote greater resources\nto develop, promote and support their platforms and services. In addition, they may have more extensive insurance industry relationships\nthan we have, longer operating histories and greater brand recognition. As a result, these competitors may be able to respond more quickly\nto new technologies, regulatory requirements and consumer demand.\n\n \n\nIf\ninsurance carriers, third-party platforms or insurance intermediaries compete directly with us or partner with our competitors, it may\nbe difficult for us to attract and retain referral partners, consumers and other ecosystem participants. This could reduce our revenues\nand market share and materially adversely affect our business, financial condition and results of operations.\n\n \n\nOur\nsuccess also depends on our ability to keep pace with advances in technologies and improve our platform to address the increasingly sophisticated\nand varied needs of our ecosystem participants; adapt our services and products to emerging industry standards and practices; and comply\nwith evolving regulatory requirements. Our efforts to adapt to changes in technology could require substantial investments. Our ability\nto sustain and grow our business will suffer if we fail to respond to advances in technology in a timely and cost-effective manner.\n\n \n\nOur\ncompetitors also may develop and market new technologies that render our platform less competitive, unmarketable or obsolete. For example,\nif our competitors develop platforms with similar or superior functionality to us, and the volume of transactions facilitated through\nour platform declines, we may need to decrease our transaction service fees. If we cannot maintain our pricing structure due to competitive\npressures, our revenues could decline or fail to grow as we expect.\n\n \n\nCompetition\nmay intensify as our competitors enter into business combinations or alliances or raise additional capital, or as established companies\nin other market segments or geographic markets expand into our market segments or geographic markets. Furthermore, current and future\ncompetitors could offer a different pricing model or undercut prices to increase market share. If we cannot compete successfully against\ncurrent and future competitors, our business, results of operations and financial condition could deteriorate.\n\n \n\n22\n\n \n\n \n\n**If\nwe fail to enhance and expand our services and products in a manner that responds to our ecosystem participants’ evolving needs,\nour business may be adversely affected.**\n\n \n\nOur\nsuccess depends on our ability to provide innovative services that make our platform useful for insurance carriers, third-party platforms,\nreferral partners, insurance intermediaries and consumers. Accordingly, we must invest resources in technology and developments of new\nservices and products to improve our platform. This may require significant investments in acquiring additional personnel, engaging third-party\nservice providers and conducting research and development activities. We may not have the resources to make such investments.\n\n \n\nWhile\nwe historically focused on the auto insurance market, we have expanded into the non-auto insurance market. We also began to provide SaaS\nsolution products to insurance intermediaries in December 2020 and to insurance carriers in March 2021, and we plan to further expand\nour service and product offerings. See “Item 4. Information on the Company—B. Business Overview—Services and Products.”\nWe have limited experience in these new market segments, services and products, and our ecosystem participants may not respond favorably\nto new services and products. If the services or products that we introduce fail to engage ecosystem participants, we may fail to generate\nsufficient revenue or other value to justify our investments.\n\n \n\nIf\nwe fail to penetrate new insurance markets or introduce new services and products successfully, our revenues may grow at a slower rate\nthan we anticipate. Any of the foregoing could damage our reputation and materially adversely affect our business, financial condition\nand results of operations.\n\n \n\n**If\nwe are unable to maintain and expand our local network, we may not be able to grow our business.**\n\n \n\nWe\nhad a nationwide network of approximately 320 service personnel in 25 provinces, autonomous regions and municipalities in China as of\nDecember 31, 2025. Our service personnel negotiate service fees and other contract terms with insurance carrier customers and facilitate\nthe settlement and issuance of auto insurance policies to end consumers. We face significant challenges and risks in managing our geographically\ndispersed network. If one or more of our service personnel were to depart and join a competitor, they may divert business from us to\nour competitor, which could materially adversely affect our business.\n\n \n\nAs\nwe grow our business, we need to expand the geographic reach of our network. This depends largely on our ability to meet local regulatory\nrequirements and hire and retain service personnel with long-lasting relationships with insurance carriers and insurance intermediaries.\nFailure to do so would prevent us from expanding our business and maintaining our market share.\n\n \n\nWe\nmay also need to seek additional business partners to assist in our expansion efforts. If we cannot successfully expand our nationwide\nnetwork, our growth may be adversely impacted. In addition, the expansion of our nationwide network may not produce the expected financial\nor results of operations. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.\n\n \n\n**If\nwe cannot maintain and enhance our relationships with insurance carriers, our business, results of operations and financial condition\ncould be materially adversely affected.**\n\n \n\nWe\ngenerate most of our revenues from services and products provided to insurance carriers and insurance intermediaries. Our contracts with\ninsurance carrier customers for digital insurance transaction services and with insurance carrier customers and insurance intermediaries\nfor SaaS solution services typically have a one-year term. Insurance carrier customers and insurance intermediaries may terminate some\nof these contracts with relatively short notice periods under certain circumstances. We may not be able to renew any of these contracts\nupon their expiration on terms comparable to or better than existing contracts, if at all.\n\n \n\n23\n\n \n\n \n\nOur\nrelationships with insurance carriers depend on our ability to deliver an attractive volume of consumers that match their desired consumer\nprofiles. At the same time, our ability to attract consumers to our platform depends on the quantity and quality of insurance products\ninsurance carriers offer through our platform.\n\n \n\nIf\nwe cannot maintain our relationships with insurance carriers and add new insurance carriers to our ecosystem, we may be unable to offer\nour consumers the insurance buying experience they expect. The foregoing risks could reduce referral partners’ and consumers’\nconfidence in our products and services. As a result, referral partners and consumers could cease to use us, or use us at a decreasing\nrate, which would reduce our attractiveness to insurance carriers and materially adversely affect our business, results of operations\nand financial condition.\n\n \n\n**The\nfees that we charge for selling insurance products through our platform may fluctuate or decline significantly due to factors beyond\nour control, which could significantly harm our business, financial condition and results of operations.**\n\n \n\nWe\nderive substantially all of our revenues from transaction service fees that we charge insurance carrier customers and other intermediaries\nfor selling policies through our platform. We negotiate the transaction service fees with insurance carrier customers and other intermediaries\nbased on prevailing economic and regulatory conditions, market demand and related factors. Many of these factors are beyond our control.\n\n \n\nIn\nparticular, the transaction service fees that we charge depend on:\n\n \n\n \n●\nlocal\nregulatory guidelines on the level of commissions provided by insurance carriers to insurance intermediaries;\n\n \n\n \n●\nthe\npolicies and profitability of insurance carriers;\n\n \n\n \n●\nthe\navailability and cost of comparable products from other product providers;\n\n \n\n \n●\nthe\navailability of alternative insurance products to consumers; and\n\n \n\n \n●\nthe\nvolume of insurance products sold on our platform.\n\n \n\nBecause\nwe do not control the decisions of insurance carrier customers, the transaction services fees that we receive from insurance carrier\ncustomers and other intermediaries vary significantly from period to period and among different insurance carrier customers, auto insurance\nproducts, transactions and geographic markets. We cannot determine or predict the timing or extent of any changes in our transaction\nservice fees.\n\n \n\nFor\nexample, insurance industry associations across China voluntarily agreed to limit the fee rates that insurance carriers pay insurance\nintermediaries, which resulted in industry-wide fee decreases for insurance intermediaries in accordance with the Circular of the General\nOffice of the China Banking and Insurance Regulatory Commission on Matters relating to Further Tightened Regulation of Vehicle Insurance,\nwhich was promulgated and implemented by the CBIRC (currently known as the NFRA) on January 14, 2019. Government regulations also prohibit\ninsurance carriers in China from paying insurance intermediaries more than what they report to the CBIRC (currently known as the NFRA)\nand require insurance intermediaries to keep a true and complete record of the amount and collection of commission. In practice, some\ninsurance carriers pay insurance intermediaries additional fees in the form of fees for consulting, technical support or marketing services\nor through other means. The CBIRC (currently known as the NFRA) punished some insurance carriers and insurance intermediaries for this\npractice. Historically, we charged third-party automobile service companies referral fees, as we referred insurance carrier customers\nand each unique insurance policy underwritten by them to third-party car services companies in 2020, which may be recognized by the CBIRC\n(currently known as the NFRA) as commission received from insurance carrier customers. We terminated such referral services in 2021.\nAlthough we have ceased these payment practices, the NFRA may still penalize us for having received such referral revenue. As of the\ndate of this annual report, we are not aware of any announcement by the NFRA to impose penalties for such historical payment practices.\n\n \n\n24\n\n \n\n \n\nAs\na result, it is difficult for us to assess the effect of changes in transaction services fees on our operations. Any decrease in transaction\nservice fees could adversely affect our revenues, cash flow and results of operations.\n\n \n\n**We\nmay fail to maintain and grow our relationships with third-party platforms and referral partners and to effectively manage such relationships.**\n\n \n\nWe\ncollaborate with third-party platforms and insurance referral partners to direct consumers interested in insurance products to our platform\nand maintain and grow our consumer base. Our third-party platform partners and referral partners may enter into business collaborations\nwith our competitors, or offer insurance products directly and compete with our business.\n\n \n\nIf\nour third-party platform partners or referral partners do not effectively market our platform, or if they choose to use greater efforts\nto market their own digital insurance transaction services and/or products of our competitors, the value of our platform to insurance\ncarriers and the number of transactions on our platform may decline or fail to grow as we expect.\n\n \n\nWe\npay fees to third-party platforms and referral partners for referring consumers to us and facilitating the purchase of insurance products\nthrough our platform. We may need to increase our fees for third-party platform partners and referral partners to incentivize them to\npromote our platform, which would reduce our profit margins. If we cannot source and engage insurance consumers through third-party platforms\nand referral partners at reasonable costs, our business, results of operations and prospects may be materially adversely affected.\n\n \n\n**We\nmay not successfully attract prospective consumers.**\n\n \n\nThe\ngrowth of our business depends on our ability to attract prospective consumers at reasonable costs. To expand the base of our consumers,\nwe must invest significant resources to develop new services and build our relationships with insurance carriers, third-party platforms,\nreferral partners and other ecosystem participants.\n\n \n\nOur\nability to successfully launch, operate and expand our services to attract prospective consumers depends on many factors, including our\nability to anticipate and effectively respond to changing interests and preferences of consumers, anticipate and respond to changes in\nthe competitive landscape, and develop and offer services that address the needs of consumers. Our ability to attract prospective consumers\nalso depends on our referral partners’ ability to effectively market our platform. See “—We may fail to maintain and\ngrow our relationships with third-party platforms and referral partners and to effectively manage such relationships.”\n\n \n\nTo\nattract prospective consumers, we must devote significant resources to enhancing the functionality and reliability of our platform and\nthe speed with which it processes insurance purchase applications. If our efforts are unsuccessful, our base of consumers and the insurance\ntransactions we facilitate may not increase at the rate we anticipate or may even decrease.\n\n \n\nOur\nability to attract prospective consumers also depends on consumers receiving competitive prices, convenience, customer service and responsiveness\nfrom insurance carriers on our platform. If these insurance carriers do not meet consumer expectations, our brand value and ability to\nattract consumers to our platform may decline, which could materially adversely affect our business, financial condition and results\nof operations.\n\n \n\n25\n\n \n\n \n\n**Our\nbusiness may be adversely affected if we are unable to maintain relationship with our insurance carriers, in particular certain group-wide\ninsurance carrier conglomerates in China, as well as our referral partners and third-party platforms.**\n\n \n\nWe\nhave established relationships with a broad and diversified network of approximately 100 insurance carriers of all sizes, including\ngroup-wide insurance conglomerates and other medium and small insurance carriers. **** Through our nationwide\nnetwork, our local branches have entered into contracts with insurance carrier customers that are affiliated with such insurance carrier\nconglomerates for the sale of our insurance products. We also cooperate with other intermediaries to settle, issue and deliver auto insurance\npolicies in regions where consumers register their vehicles and other insurance policies in their local regions. We have not entered\ninto long-term contracts with other intermediaries. The loss or reduction of business from any major insurance carrier customers or insurance\ncarrier conglomerates or services from any major intermediary partners could materially adversely affect our revenues, financial condition\nand results of operations. If one or more of our major insurance carrier customers or intermediary partners were to experience financial\ndifficulties, reduce our sales of insurance products or limit or cease operations, our business and results of operations would suffer.\nIn addition, fluctuations in the sales patterns of insurance carrier customers could adversely affect our revenues, financial condition\nor results of operations.\n\n \n\nWe\nutilize referral partners and third-party platforms to direct consumers interested in insurance products to our platform. Although we\ncurrently do not rely on any particular referral partners or third-party platforms to attract consumers, we may do so in the future,\nand the loss of any such referral partner or third-party platform would adversely impact our business. We have not entered into long-term\ncontracts with our referral partners. To the extent that we will rely on one or few referral partners or third-party platforms to attract\nconsumers to our platform in the future, if one or several such referral partners or third-party platforms were to discontinue promoting\nour platform, or promote our competitors over us, the volume of transactions on our platform may decrease. In addition, the loss of such\nreferral partner or third-party platform would require us to identify and collaborate with alternative referral partners or third-party\nplatform, or to rely more heavily on direct-to-consumer sales, which we may be unable to do successfully, or which could prove time-consuming\nand expensive.\n\n \n\n**The\nlag time between the payment of our referral service fees to referral partners and the receipt of our transaction service fees from insurance\ncarrier customers and other intermediaries may adversely affect our liquidity and cash flows.**\n\n \n\nAs\nis typical for a digital insurance service provider in China, we usually pay referral service fees to referral partners within a few\ndays after referred consumers buy insurance policies from our platform. However, we generally receive payments of transaction service\nfees from insurance carrier customers and other intermediaries on a monthly basis. This time lag requires us to maintain significant\nworking capital to fund our operations.\n\n \n\nWe\nexpect that as our business grows, we will need additional working capital. We have entered into financing arrangements to manage\nour working capital needs. For example, on November 6, 2024, we entered into an RMB30.0 million credit facility with the China\nMinsheng Bank that will expire on November 5, 2025 to support its operations, which was jointly guaranteed by Cheche Insurance and\nBaodafang. Under this credit facility, we drew down RMB5.0 million on December 11, 2024. The loans of RMB 5.0 million has been\nrepaid on October 31, 2025. In addition, under this credit facility, we drew down RMB9.9 million on January 14, 2025 and RMB9.9\nmillion on November 3, 2025, respectively. There are no financial covenants for the credit facility. On June 20, 2024, Baodafang\nobtained an RMB50.0 million (updated to RMB20.0 million on December 25, 2024) credit facility from the Bank of Beijing to support\nits operations. The credit facility expires on June 19, 2026 and is guaranteed by Beijing Cheche. On June 10, 2025, Beijing Cheche\nentered into non-recourse factoring agreement with the Bank of Beijing, whereby the Bank of Beijing would settle Baodafang’s\naccounts payable by providing RMB10.0 million to Baodafang’s supplier, Beijing Cheche. The interest was prepaid and the\nprincipal will be due upon maturity on June 5, 2026. In addition, under this credit facility, we drew down RMB10.0 million on\nJune 19, 2025. There are no financial covenants for the credit facility. On May 30, 2025, we entered into a loan contract of\nRMB5.0 million with the Industrial Bank Co., Ltd. (“Industrial Bank”) that will expire on May 29, 2026 to support our operations, which was guaranteed by Cheche Insurance. There are no financial covenants for the loan. On October 14, 2025, we entered into a loan contract of RMB10.0 million with the Industrial and Commercial Bank of China that will expire on June 26,\n2026 to support our operations, which was guaranteed by Baodafang and Cheche Insurance. There are no financial covenants for the\ncredit facility. On June 27, 2025, we entered into a loan contract of RMB5.0 million with the Industrial and Commercial Bank\nof China that will expire on June 26, 2026 to support our operations, which was guaranteed by Beijing Cheche and Cheche\nInsurance. There are no financial covenants for the credit facility. On June 30, 2025, we entered into an RMB10.0 million\ncredit facility with the Bank of China that will expire on June 28, 2026 to support our operations, which was guaranteed by\nBeijing Cheche. Under this credit facility, we drew down RMB10.0 million on June 30, 2025. There are no financial covenants\nfor the credit facility. On December 8, 2025, we entered into an RMB5.0 million credit facility with the Bank of Shanghai\nthat will expire on August 24, 2026 to support our operations, which was guaranteed by Cheche Insurance. Under this credit\nfacility, we drew down RMB5.0 million on December 8, 2025. There are no financial covenants for the credit facility. On\nNovember 28, 2025, we entered into an RMB5.0 million credit facility with the Bank of Shanghai that will expire on August 26,\n2026 to support our operations, which was guaranteed by Cheche Insurance. Under this credit facility, we drew down RMB5.0\nmillion on November 28, 2025. There are no financial covenants for the credit facility. On December 29, 2025, we entered into\nan RMB10.0 million credit facility with the China CITIC Bank that will expire on December 20, 2026 to support our operations,\nwhich was guaranteed by Beijing Cheche. Under this credit facility, we drew down RMB0.7 million on December 31, 2025. There\nare no financial covenants for the credit facility. On May 8, 2025, we entered into an RMB20.0 million credit facility\nwith the Bank of Beijing that will expire on May 8, 2027 to support our operations, which was guaranteed by the\ndeposit pledge of USD 3.0 million. Under this credit facility, we drew down RMB5.0 million on June 3, 2025, of\nwhich RMB0.2 million in principal was repaid on December 3, 2025. In addition, we drew down another RMB5.0 million on October\n22, 2025. There are no financial covenants for the credit facility. These financing arrangements may not continue to be available on\nacceptable terms, or at all. If we do not have sufficient working capital, we may not be able to pursue our growth strategy, respond\nto competitive pressures or fund key strategic initiatives, which may harm our business, financial condition and results of\noperations.\n\n \n\n26\n\n \n\n \n\n**Our\nSaaS solution services and products may not gain market acceptance, which could materially adversely affect our results of operations.**\n\n \n\nWe\nbegan to provide SaaS solution services and products to insurance intermediaries in December 2020 and to insurance carrier customers\nin March 2021. The success of our SaaS solutions business depends on the adoption of SaaS solutions in China’s insurance industry,\nwhich may be affected by, among other things, regulatory requirements and widespread acceptance of SaaS solutions in general.\n\n \n\nMarket\nacceptance of SaaS solutions depends on a variety of factors, including but not limited to price, security, reliability, performance,\ncustomer preferences, public concerns regarding privacy and the enactment of restrictive laws or regulations. It is difficult to predict\nthe demand for insurance SaaS solutions and the future growth rate and size of the insurance SaaS solutions market.\n\n \n\nIf\nwe or other providers of SaaS solution services or products in the insurance industry or other industries experience security breaches,\nloss of customer data, disruptions in delivery or other problems, the market for SaaS solution services and products may suffer. If SaaS\nsolutions do not achieve widespread adoption or the demand for SaaS solutions fails to grow due to a lack of customer acceptance, technological\nchallenges, weakening economic conditions, security or privacy concerns, competing technologies and solutions, reductions in corporate\nspending or otherwise, our business, financial condition and results of operations could be materially adversely affected.\n\n \n\n**If\nwe do not effectively manage our growth, control our expenses or implement our business strategies, we may be unable to maintain high-quality\nservices or compete effectively.**\n\n \n\nWe\nhave experienced rapid growth in recent years, which has strained our management and resources. We believe that our growth will depend\non our ability to:\n\n \n\n \n●\nattract\nand maintain relationships with ecosystem participants;\n\n \n\n \n●\ndevelop\nnew sources of revenue;\n\n \n\n \n●\ncapture\ngrowth opportunities in new insurance products and services and geographies;\n\n \n\n \n●\nretain\nand expand our local network;\n\n \n\n \n●\nimprove\nour operational and financial systems, procedures and controls, including our technology infrastructure and accounting and other\ninternal management systems;\n\n \n\n \n●\nexpand,\ntrain, manage and motivate our workforce and manage our relationships with ecosystem participants;\n\n \n\n \n●\nimplement\nour marketing strategies; and\n\n \n\n \n●\ncompete\nagainst our existing and future competitors.\n\n \n\nOur\nexpansion may require us to penetrate new cities in China, where we may have difficulty in satisfying local market demands and regulatory\nrequirements. The foregoing risks will require substantial management skills and efforts and significant expenditures. We may not achieve\nany of the foregoing.\n\n \n\nThe\nexpansion by we may divert our management, operational or technological resources from our existing operations. We may not successfully\nmaintain our growth rate or implement our future business strategies effectively. Failure to do so may materially adversely affect our\nbusiness, financial condition, results of operations and prospects.\n\n \n\n27\n\n \n\n \n\n**If\nwe fail to build and maintain our brand, we may not be able to attract enough ecosystem participants to grow our business.**\n\n \n\nMaintaining\nand enhancing our brand is critical to expanding our business. Maintaining and enhancing our brand largely depend on providing useful,\nreliable and innovative services, which we may not do successfully. We may introduce new services or terms of service that our ecosystem\nparticipants do not like, which may negatively affect our brand. We may also fail to provide adequate customer service, which could erode\nconfidence in our brand.\n\n \n\nMaintaining\nand enhancing our brand may require us to make substantial investments, which may not be successful. If we fail to successfully promote\nand maintain our brand, or if we incur excessive expenses in this effort, our business, financial condition and results of operations\nmay be adversely affected.\n\n \n\n**Any\nnegative publicity about our industry, our ecosystem participants or our other business partners may materially adversely affect our\nbusiness and results of operations.**\n\n \n\nOur\nability to attract and retain ecosystem participants depends in part upon public perception of our products, services, management and\nfinancial performance. Customer complaints, governmental investigations or service failures of our platform could cause substantial adverse\npublicity.\n\n \n\nChina’s\ninsurance industry is highly regulated. China’s digital insurance industry is relatively new and the regulatory framework for this\nindustry is evolving. Press coverage, social media messaging or other public statements that insinuate improper conduct by us or other\nparticipants in China’s insurance industry, and the digital insurance industry in particular, even if inaccurate, may result in\nnegative publicity, litigation, governmental investigations or additional regulations.\n\n \n\nNegative\npublicity about our ecosystem participants, including insurance carriers, third-party platforms, referral partners, insurance intermediaries\nand our other business partners could also adversely affect us. Addressing negative publicity and any resulting litigation or investigations\nmay distract management, increase costs and divert resources. Negative publicity may also harm our reputation and the morale of our employees.\nAny of these developments could adversely affect our business, financial condition and results of operations and the price of our Class\nA Ordinary Shares.\n\n \n\n**We\nmay acquire other companies or technologies that are complementary to our business, which could divert our management’s attention,\ndilute our shareholders, disrupt our operations and harm our results of operations.**\n\n \n\nOn\nOctober 26, 2017, the VIE acquired 100% of the equity interests in Fanhua Times, which primarily engaged in the auto insurance agency\nbusiness, for total consideration of approximately RMB225.4 million. If appropriate opportunities arise, we may acquire additional assets,\nproducts, technologies or businesses complementary to our business. In addition to obtaining shareholder approval, we may have to obtain\napprovals and licenses from government authorities for the acquisitions. These approvals and licenses could result in delays and increased\ncosts, and may derail our business strategy if we fail to obtain them.\n\n \n\nAcquisitions\ninvolve a number of risks and present financial, managerial and operational challenges, including potential disruption of our ongoing\nbusiness and distraction of management, difficulty with integrating personnel and financial systems, hiring additional management and\nother critical personnel and increasing the scope, geographic diversity and complexity of our operations. We may not realize any anticipated\nbenefits or achieve the synergies that we expect from acquired businesses or assets. Our ecosystem participants may react unfavorably\nto our acquisitions. We may be exposed to additional liabilities of any acquired business.\n\n \n\n28\n\n \n\n \n\nIn\naddition, future acquisitions may involve the issuance of additional securities, which may dilute your equity interest in us. Any of\nthe foregoing risks could materially adversely affect our revenues and results of operations.\n\n \n\n**Improper\naccess to, use or disclosure of data could harm our reputation and adversely affect our business.**\n\n \n\nOur\nplatform generates, stores and processes a large quantity of data. As a result, we are exposed to risks inherent in accessing and handling\nlarge volumes of data, including those associated with:\n\n \n\n \n●\nprotecting\nthe data hosted on our technology systems, applications, APIs, website and SaaS solutions, including against attacks by outside parties\nor employee error or malfeasance;\n\n \n\n \n●\naddressing\nconcerns related to data privacy, sharing and security; and\n\n \n\n \n●\ncomplying\nwith laws, rules and regulations governing the use and disclosure of personal information.\n\n \n\nCybersecurity\nand data privacy issues have become subject to increasing legislative and regulatory focus in China. See “Item 4. Information on\nthe Company—B. Business Overview—Government Regulations—Regulation of Internet Content Providers” and “—Regulation\nof Privacy Protection.” Many of these laws and regulations are subject to frequent modification and differing interpretations.\n\n \n\nComplying\nwith these evolving regulatory requirements could require significant expense and effort and require us to change our business practices\nand privacy policies in a manner adverse to our ecosystem participants and our business. Failure to comply with existing or future cybersecurity\nand data privacy laws and regulations could result in litigation, fines and penalties, regulatory enforcement actions and reputational\nharm. In addition, changes in our ecosystem participants’ expectations and requirements regarding privacy and data protection could\nrestrict our ability to collect and use information collected on our platform, which in turn could harm our ability to serve our ecosystem\nparticipants. Any of the foregoing risks could materially adversely affect our business, reputation, or financial results.\n\n \n\n**Any\nglobal systemic economic and financial crisis could negatively affect our business, financial condition and results of operations.**\n\n \n\nOur\nbusiness, financial condition and results of operations may be negatively impacted by any prolonged slowdown in the global or\nChinese economy. The global financial markets have experienced significant disruptions since 2008 and the United States, Europe and\nother economies have experienced periods of recession. The recovery from the lows of 2008 and 2009 has been uneven and there are new\nchallenges, including the escalation of the European sovereign debt crisis from 2011 and the slowdown of Chinese economic growth\nsince 2012, which may continue. The market panics over the global outbreak of coronavirus COVID-19 and the drop in oil price\nmaterially and negatively affected the global financial markets in March 2020, which resulted in a slowdown of the world’s\neconomy. There have also been concerns over unrest in Ukraine, the Middle East and Africa, which have resulted in volatility in\nfinancial and other markets, concerns over the significant potential changes to United States trade policies, treaties and tariffs,\nincluding trade policies and tariffs regarding China, concerns about the economic effect of the relationship between China and\nsurrounding Asian countries, and concerns over the rising level of inflation and worries that efforts to curb inflation may result\nin recession. For instance, if the inflation intensifies in China, we may have to increase the price level of our product and\nservice offerings while our costs and operating expenses may also increase in the meantime. In that case, our profit margin will\ndepend on our ability to pass on the additional costs and operating expenses to our customers.\n\n \n\nThe\nUnited States government has made statements and taken certain actions that may lead to changes in United States and international trade\npolicies towards China. It remains unclear what additional actions, if any, will be taken by the United States or other governments with\nrespect to international trade agreements, the imposition of tariffs on goods imported into the United States, tax policy related to\ninternational commerce, or other trade matters. In February and March 2025, the United States administration imposed an additional 20\npercent duty on Chinese imports. Subsequently, authorities in China announced tariffs over selected United States products and regulatory\ninvestigation against United States companies in response to the tariff imposed by the United States. Furthermore, on April 2, 2025,\nPresident Trump announced that the United States would impose a 10% tariff on all countries, effective on April 5, 2025, and an individualized\nreciprocal higher tariff on countries with which the United States has the largest trade deficits, including a 34% additional reciprocal\ntariff on goods imported from China that brings the total tariff rate to 54%. On April 4, 2025, the Foreign Ministry of China announced\nthat China would impose a retaliatory 34% tariff on goods imported from the United States. On April 8, 2025, President Trump announced\nto impose an additional 50% tariff on Chinese imports. The Trump administration proceeded to implement a 104% tariff on goods imported\nfrom China on April 9, 2025. Subsequently, on April 10, 2025, President Trump announced a temporary suspension of reciprocal tariff measures\ntargeting most U.S. trading partners for a 90-day period, while concurrently escalating tariffs on Chinese goods, which currently amounts\nto 145% and may become even higher in the future. This sequence of actions underscored a strategic recalibration of the United States\ntrade policy, emphasizing heightened pressure on international trades. We are closely monitoring potential changes in international trade\npolicy and assessing the potential impact of these and other trade policy changes on our business operations and financial performance.\n\n \n\nAdditionally,\npolitical tensions between the United States and China have escalated due to various incidents relating to trade dispute, sovereign integrity,\nand sanctions, among others. For example, on October 28, 2024, the U.S. Department of the Treasury (the “Treasury”) issued a final rule\non outbound investment (the “Final Rule”) to implement the executive order of August 9, 2023. The Final Rule became effective on January\n2, 2025, and restricts direct and indirect investment by U.S. persons into companies with specified connections to China that use specific\ntechnologies of concern related to three sectors: (1) semiconductors and microelectronics, (2) quantum information technologies, and\n(3) artificial intelligence systems. On December 18, 2025, U.S. President Trump signed into law the National Defense Authorization Act for Fiscal\nYear 2026, which includes the Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”). The Final Rule remains\nin effect, but the COINS Act requires Treasury to propose certain revisions to the Final Rule within 450 days of December 18, 2025. Those\nrevisions ultimately will include, among other changes to the Final Rule, an expansion of the countries of concern, an expansion of the\ntechnologies covered to include hypersonic systems, revisions to key defined terms, and the establishment of a formal advisory opinion\nprocess. Against this backdrop, China has implemented, and may further implement, measures in response to the changing trade policies,\ntreaties, tariffs and sanctions and restrictions against Chinese companies initiated by the U.S. government. If the political tension\nbetween the United States and China intensifies and further regulations affecting our business or customers are passed, our business\nmay be materially and adversely affected.\n\n \n\n29\n\n \n\n \n\n**We\nhave limited ability to protect and defend our intellectual property rights, and unauthorized parties may infringe upon or misappropriate\nour intellectual property, which could harm our business and competitive position.**\n\n \n\nOur\nsuccess depends on our ability to protect the know-how and technologies that we have developed. We cannot protect our intellectual property\nif we cannot enforce our rights or does not detect unauthorized use of our intellectual property. If we fail to protect our intellectual\nproperty rights adequately, our competitors may gain access to our technology and our business could be adversely affected.\n\n \n\nWe\nrely on a combination of patents, trademarks, trade secrets, copyrights, contractual restrictions and other intellectual property laws\nand confidentiality procedures to establish and protect our proprietary rights. However, the steps we take to protect our intellectual\nproperty may be inadequate.\n\n \n\nAny\npatents, trademarks or other intellectual property rights that we obtain may be challenged by others or invalidated through administrative\nprocesses or litigation. We enter into confidentiality agreements with key employees and include confidentiality provisions in agreements\nwith our business partners. These agreements may not be effective in controlling access to and distribution of our proprietary information.\n\n \n\nLegal\nstandards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. The laws of\nthe PRC with respect to protecting intellectual property rights are still evolving, and legal procedures for enforcing intellectual property\nrights may be inadequate in China. Accordingly, despite our efforts, we may not prevent third parties from infringing upon or misappropriating\nour intellectual property.\n\n \n\nWe\nmay expend significant resources to monitor and protect our intellectual property rights. We may also pursue litigation to protect our\nintellectual property rights and protect our trade secrets. Litigation to protect and enforce our intellectual property rights could\nbe costly, time-consuming and distracting to management. Litigation could also result in the impairment or loss of portions of our intellectual\nproperty.\n\n \n\nOur\nefforts to enforce our intellectual property rights may face defenses, counterclaims and countersuits attacking the validity and enforceability\nof our intellectual property rights. Our failure to protect our proprietary technology against unauthorized copying or use, as well as\nany costly litigation or diversion of our management’s attention and resources, could delay introductions of new services, result\nin substituting less effective or more costly technologies into our platform, or injure our reputation.\n\n \n\n**Infringement\nor misappropriation claims by third parties could subject us to significant liabilities and other costs.**\n\n \n\nOur\nsuccess depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights\nof third parties. Our competitors or other third parties may claim that we are infringing upon their intellectual property rights, and\nwe may be found to be infringing upon such rights.\n\n \n\nAny\nclaims or litigation, regardless of merit, could cause us to incur significant expenses. If successfully asserted against it, these claims\ncould require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services or require that we comply\nwith other unfavorable terms.\n\n \n\nEven\nif the claims do not result in litigation or resolve in our favor, these claims, and the time and resources spent in resolving them,\ncould divert management resources and adversely affect our business and results of operations. We expect that the occurrence of infringement\nclaims is likely to grow as the industry and our business grows. Accordingly, our exposure to damages resulting from infringement claims\ncould increase and divert our financial and management resources.\n\n \n\n30\n\n \n\n \n\n**Any\nsignificant disruption in our technology systems, including events beyond our control, could prevent us from offering our services and\nproducts or reduce our attractiveness and result in a loss of our ecosystem participants.**\n\n \n\nThe\nperformance, reliability and availability of our platform and the underlying technology infrastructure are critical to our operations,\nreputation and ability to attract and retain ecosystem participants. A system outage, malfunction or data loss could harm our ability\nto provide services.\n\n \n\nThird-party\ncloud providers host our applications, APIs, website, SaaS solutions and supporting services. Our operations depend on service providers’\nability to protect our systems and their own systems against damage or interruption from natural disasters, power or telecommunications\nfailures, environmental conditions, computer viruses or attempts to harm our systems, criminal acts and similar events, many of which\nare beyond our control. We offer our digital insurance transaction service products through application stores and third-party applications\nsuch as WeChat. Disruptions to the services of these stores and applications may negatively affect the delivery of our services to our\necosystem participants.\n\n \n\nIf\nour arrangements with these service providers terminate or if the services are no longer cost-effective to us, we could experience interruptions\nin our services and products as well as delays and additional expenses to serve our ecosystem participants. Our ability to exchange information\nwith insurance carriers and other ecosystem participants could also experience interruptions.\n\n \n\nOur\napplications, APIs, website and SaaS solutions may malfunction from time to time. In addition, we need to update our applications, APIs,\nwebsite and SaaS solutions to improve functions, incorporate new functions or adapt major updates for operating systems of different\nusers. If our applications, APIs, website and SaaS solutions fail to perform, user experience and our reputation may deteriorate, which\ncould materially adversely affect our business.\n\n \n\nWe\nhad connected our platform with the core technology systems of approximately 60 insurance carriers as of December 31, 2025. As a result,\nthe safety and stability of system connections are critical to the user experience on our platform and insurance carriers’ confidence\nin our technology, as well as our operating efficiency. If our system connections with insurance carriers experience disruptions or suspensions,\nor attacks by external sources, our operations could be materially adversely affected.\n\n \n\nAny\ninterruptions or delays in our technology systems, products or services, whether as a result of third-party errors, natural disasters\nor security breaches, whether accidental or willful, could harm our relationships with consumers and insurance carriers and other ecosystem\nparticipants and our reputation. We may not have sufficient capacity to recover all data and services lost in the event of an outage.\n\n \n\nThese\nfactors could prevent us from facilitating insurance transactions or providing SaaS solutions, damage our brands and reputation, divert\nthe attention of our employees, reduce our revenue, subject us to liability; and cause referral partners, consumers, insurance carriers,\ninsurance intermediaries, third-party platforms and other ecosystem participants to abandon our services and products.\n\n \n\nAs\nof the date of this annual report, we have not experienced severe interruptions or delays in our technology systems, services or products.\nHowever, we could be subject to such interruptions and delays in the future. Any of the foregoing could materially adversely affect our\nbusiness, financial condition and results of operations.\n\n \n\n31\n\n \n\n \n\n**Our\noperations depend on the performance of the internet infrastructure and fixed telecommunications networks in China.**\n\n \n\nSubstantially\nall access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and\nregulatory supervision of the Ministry of Industry and Information Technology (the “MIIT”). Third-party cloud providers host\nour applications, APIs, website, SaaS solutions and supporting services. These service providers may have limited access to alternative\nnetworks or services in the event of disruptions, failures or other problems with China’s internet infrastructure or fixed telecommunications\nnetworks.\n\n \n\nAs\nour business expands, we may need to upgrade our technology and infrastructure to keep up with the increasing number and variety of transactions\non our platform. Our technology systems and the underlying internet infrastructure and fixed telecommunications networks in China may\nnot support the demands of continued growth in internet usage.\n\n \n\nIn\naddition, we do not control the costs of services provided by telecommunication service providers which may affect the cost of data center\nservices. If the prices that we pay for data center services rise significantly, our results of operations may be adversely affected.\n\n \n\n**Misconduct\nor other improper activities by our employees, ecosystem participants and other third parties could harm our business and reputation.**\n\n \n\nOur\nemployees, ecosystem participants and other third parties may engage in misconduct or other improper activities, which could subject\nus to financial losses or regulatory sanctions and seriously harm our reputation. This misconduct could include unauthorized activities\nresulting in unknown risks or losses, improper use of confidential or privacy information or fraudulent and other illegal or improper\nactivities. It is not always possible to deter misconduct that occurs on our platform, and the precautions that we take to prevent and\ndetect this activity may not be effective in all cases.\n\n \n\nWe\ncooperate with referral partners to attract potential insurance purchasers to our platform. These referral partners help consumers purchase\ninsurance policies through our platform. As a result, consumers may associate these referral partners with us and hold us accountable\nfor their misconduct.\n\n \n\nWe\nare also subject to the risk of fraudulent activities by consumers, who may provide us with inaccurate or misleading information or engage\nin other improper activities through our platform. Misconduct or other improper activities by our employees, ecosystem participants and\nother third parties could damage our brand and reputation, discourage ecosystem participants from using our services and require us to\ntake additional steps to reduce improper and illegal activities on our platform, which could significantly increase our costs.\n\n \n\nOur\nSaaS solution products offered to insurance carriers and insurance intermediaries are complex and are used in a wide variety of network\nenvironments. Such SaaS solution products may be intentionally misused or abused by customers, their employees or third parties who access\nor use our solution products. Because our customers rely on our SaaS solution products, services and maintenance support to manage a\nwide range of operations, the incorrect or improper use of our SaaS solution products, our failure to properly train customers on how\nto efficiently and effectively use our solution products, or our failure to properly provide maintenance services to our customers may\nresult in negative publicity or legal claims against us.\n\n \n\nAs\nwe expand our SaaS customer base, any failure by our employees to properly provide these services will likely result in lost opportunities\nfor future sales of our SaaS solution products. Any of the foregoing could materially adversely affect our business, financial condition\nand results of operations.\n\n \n\n**Our\nbusiness depends on the continued efforts of our senior management. If one or more members of our senior management were unable or unwilling\nto serve in their present positions, our business may be severely disrupted.**\n\n \n\nOur\noperations depend on the continued services of our senior management, particularly the executive officers named in this annual report.\nIn particular, Mr. Lei Zhang, our founder and chief executive officer, is critical to the management of our business and the development\nof our strategic direction. While we have provided various incentives to our management, we may be unable to retain their services.\n\n \n\n32\n\n \n\n \n\nAs\nthe number of service and product providers for digital insurance transactions and insurance SaaS solutions in China increases, competitors\nmay attempt to hire our senior management members. If we lose the services of any member of our senior management team, we may not be\nable to effectively manage our business or implement our growth strategies. If any of our senior management members joins a competitor\nor forms a competing company, we may lose trade secrets and relationships with our ecosystem participants, and our business may suffer.\n\n \n\n**Intense\ncompetition for employees and increases in labor costs in the PRC may adversely affect our business and results of operations.**\n\n \n\nWe\nbelieve that our success depends on our ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified\nindividuals are in high demand, and we may incur significant costs to attract and retain them. Experienced information technology personnel,\nwho are critical to the success of our business, are in particularly high demand in China.\n\n \n\nCompetition\nfor talent is intense, and retaining such individuals can be difficult. The loss of any of our key employees could materially adversely\naffect our ability to execute our business plan and strategy, and we may not find adequate replacements on a timely basis, or at all.\nWe may not retain the services of any key employees. If we do not attract well-qualified employees, or retain and motivate existing employees,\nour business could be materially adversely affected.\n\n \n\nWe\ninvest significant time and expenses to train our employees, which increases their value to competitors who may seek to recruit them.\nIf we fail to retain our employees, we could incur significant expenses in hiring and training their replacements. As a result, the quality\nof our services and our ability to serve consumers, insurance carriers and other industry participants could diminish, materially adversely\naffecting our business.\n\n \n\nThe\nChinese economy has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected\nto increase. In addition, PRC laws and regulations require us to pay various statutory employee benefits, including pension insurance,\nhousing funds, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government\nagencies for the benefit of employees. We expect that our labor costs, including wages and employee benefits, will increase. Unless we\ncan control our labor costs or pass on these increased labor costs, our financial condition and results of operations may be adversely\naffected.\n\n \n\n**Our\nbusiness fluctuates seasonally.**\n\n \n\nOur\nrevenues and results of operations could vary significantly from period to period and fail to match expectations as a result of a variety\nof factors, some of which are outside of our control. Our results may vary as a result of fluctuations in the number of consumers and\ninsurance carrier customers using our platform and seasonal promotions offered by insurance carrier customers and purchase patterns of\ninsurance consumers. In addition, the digital insurance industry is subject to cyclical trends and uncertainties. Traditionally, higher\nlevels of vehicle sales in China occur in September and October, which results in increased sales of auto insurance policies. As a result,\nwe typically record higher transaction volumes and revenue for our digital insurance transaction service business during the second half\nof each year. These fluctuations are likely to continue and results of operations for any period may not be indicative of our performance\nin any future period. In addition, our liquidity may suffer during periods in which we receive lower cash flows.\n\n \n\n33\n\n \n\n \n\n**Our\nleased property interests may be defective and our rights to the leased properties affected by such defects may be challenged, which\ncould significantly disrupt our operations.**\n\n \n\nWe\nlease a significant number of properties from third parties for our business. As of December 31, 2025, we leased a total gross floor\narea of over 7,500 square meters, which we primarily used for office space. **** We may need to relocate\nfor a number of reasons. For example, we may not be able to renew our leases, and may move to more premium locations or relocate our\noperations. In those cases, we may not be able to locate desirable alternative sites for our offices under favorable terms.\n\n \n\nWe\nhave not received from lessors of certain of our leased properties copies of title certificates or proof of authorization to lease the\nproperties to us. If our lessors are not the owners of the properties and they have not obtained consents from the owners or their lessors\nor permits from the relevant government authorities, our leases could be invalidated. If this occurs, we may have to renegotiate the\nleases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable\nto us.\n\n \n\nWe\nhave not entered into written contracts with our lessors for some of our leased properties and the lessors of such properties may terminate\nour leases. Some of our leased properties were subject to mortgage at the time the leases were entered into. If no consent had been obtained\nfrom the mortgage holder under such circumstances, the lease may not be binding on the transferee of the property in the event that the\nmortgage holder forecloses on the mortgage and transfers the property to another party.\n\n \n\nIn\naddition, we have not registered most of our lease agreements with relevant government authorities as required by PRC law. Although failure\nto complete lease registrations would not affect the legal effectiveness of the leases under PRC law, real estate administrative authorities\nmay require the parties to the lease agreements to register the leases within a prescribed period. Failure to do so may subject the parties\nto fines from RMB1,000 to RMB10,000 for each such lease. If any competent authority requires that we complete such lease registrations\nwithin a prescribed period of time, we would use our best efforts to comply with such requirements. While we have not been subject to\nany material penalties or disciplinary actions due to the failure to register our leases, we could face penalties or other disciplinary\nactions for past and future non-compliance.\n\n \n\nAs\nof the date of this annual report, we are not aware of any material actions, claims or investigations threatened against us or our lessors\nwith respect to the defects in our leasehold interests. However, if any of our leases terminate as a result of challenges by third parties\nor governmental authorities due to a lack of title certificates or proof of authorization to lease, we may relocate the affected offices\nor warehouses and incur additional expenses.\n\n \n\n**Our\nrisk management systems may not assess or mitigate all risks to which we are exposed.**\n\n \n\nWe\nhave established risk management systems, consisting of policies and procedures that we believe are appropriate for our business. However,\nwe may fail to successfully implement these policies and procedures.\n\n \n\nWe\nmay also be exposed to fraud or other misconduct committed by our employees or third parties and other events that are out of our control.\nThese events could adversely affect the quality of our services and reputation and subject us to financial losses or sanctions from government\nauthorities. As a result, we cannot assure you that our risk management systems will be effective.\n\n \n\n**We\nmay be subject to legal proceedings in the ordinary course of our business. Litigation could distract management, increase our expenses\nor subject us to material money damages and other remedies.**\n\n \n\nFrom\ntime to time, we may be a party to litigation and other legal proceedings commenced by or against us, including but not limited to disputes\nwith employees and ecosystem participants. The outcome of any legal proceeding is uncertain. If any legal proceedings were to result\nin an unfavorable outcome, it could materially adversely affect our business, financial position and results of operations.\n\n \n\n34\n\n \n\n \n\nEven\nif we successfully defend ourselves, we may incur substantial costs, time and efforts to defend against any legal action. In addition,\nany adverse publicity resulting from actual or potential litigation may also adversely affect our reputation, which in turn could harm\nour business.\n\n \n\n**We\nmay not have sufficient insurance coverage.**\n\n \n\nInsurance\ncarriers in China currently do not offer as extensive a range of insurance products as insurance carriers in more developed economies.\nWe do not maintain property insurance or business interruption insurance, nor do we maintain product liability insurance or key-man life\ninsurance. Any business disruption or litigation, or any liability or damage to, or caused by, our facilities or our personnel beyond\nour insurance coverage may result in substantial costs and may divert our resources.\n\n \n\n**We\nface risks related to natural disasters, health epidemics, including the COVID-19 outbreak, natural disasters and other events\nthat could significantly disrupt our operations.**\n\n \n\nWe\nare vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,\nbreak-ins, war, riots, terrorist attacks or similar events may cause server interruptions, breakdowns, system failures or internet failures.\nThese incidents could cause the loss or corruption of data or malfunctions of software or hardware and adversely affect our ability to\nprovide our services.\n\n \n\nThe\neffects of COVID-19, monkey pox, Ebola, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome (“SARS”), or\nother epidemics could also affect our business. If any of our employees has a contagious disease or condition, we may need to\nquarantine our employees and/or disinfect our offices, which would negatively impact our business. For example, the outbreak of\nCOVID-19 and protective public health measures undertaken by governments, businesses and individuals to contain the spread of\nCOVID-19 adversely affected workforces, businesses and other organizations, economies and financial markets globally, leading to an\neconomic downturn and increased market volatility. In particular, the COVID-19 outbreak has disrupted the normal operations of many\nbusinesses, including our insurance carrier customers, third-party platforms, referral partners and other business partners. If as a\nresult of any recurring or new outbreak of severe contagious diseases, we or our business partners experience shutdowns or business\ndisruptions, our ability to conduct our business as planned could be materially and negatively affected. In addition, our results of\noperations could be adversely affected to the extent that any of these epidemics harms the Chinese economy in general.\n\n \n\n35\n\n \n\n \n\n**Any\nfailure by us or third parties with which we collaborate to comply with anti-money laundering and anti-terrorist financing laws and regulations\ncould damage our reputation, expose us to significant penalties, and decrease our revenues and profitability.**\n\n \n\nWe\nhave implemented policies and procedures to comply with applicable anti-money laundering and anti-terrorist financing laws and regulations.\nThese include internal controls and “know-your-customer” procedures, for preventing money laundering and terrorist financing.\nIn addition, we rely on insurance carriers to have their own appropriate anti-money laundering policies and procedures.\n\n \n\nInsurance\ncarriers with which we collaborate are subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations\nand are regulated by the People’s Bank of China (the “PBOC”). We have adopted commercially reasonable procedures for\nmonitoring insurance carriers with which we collaborate.\n\n \n\nWe\nhave not been subject to fines or other penalties, or suffered material business or other reputational harm, as a result of actual or\nalleged money laundering or terrorist financing activities in the past. However, our policies and procedures may not prevent other parties\nfrom using us or any insurance carriers with which we collaborate as a conduit for money laundering (including illegal cash operations)\nor terrorist financing without our knowledge.\n\n \n\nIf\nwe were associated with money laundering (including illegal cash operations) or terrorist financing, our reputation could suffer. We\ncould also become subject to regulatory fines, sanctions, or legal enforcement, including being added to any “blacklists”\nthat would prohibit certain parties from engaging in transactions with us, all of which could materially adversely affect our financial\ncondition and results of operations.\n\n \n\nEven\nif we and insurance carriers with which we collaborate comply with applicable anti-money laundering laws and regulations, we and these\ninsurance carriers may not be able to eliminate money laundering and other illegal or improper activities in light of their complexity\nand the secrecy of these activities. Any negative perception of the industry, including that which may arise from any failure of other\ninsurance transaction service providers to detect or prevent money laundering activities, even if factually incorrect or based on isolated\nincidents, could compromise our image, undermine the trust and credibility that we have established, and negatively impact our financial\ncondition and results of operation.\n\n \n\n**We\nhave granted, and will grant, options and other types of awards under our share incentive plan, which may result in increased share-based\ncompensation expenses.**\n\n \n\nOur\n2019 Equity Incentive Plan and 2023 Equity Incentive Plan allow us to grant share-based compensation awards to employees, directors and\noutside consultants to incentivize their performance and align their interests with us. Under the 2019 Equity Incentive Plan and 2023\nEquity Incentive Plan, we are authorized to grant options, restricted shares, restricted share units and other types of awards. We recognized\nshare-based compensation expenses in our consolidated financial statements in accordance with U.S. GAAP.\n\n \n\nAs\nof the date of this annual report, options and restricted share awards that covered an aggregate of 15,006,076 Class A Ordinary Shares\nwere granted and outstanding under the 2019 Equity Incentive Plan and 2023 Equity Incentive Plan. In 2023, 2024 and 2025, we recorded\nshare-based compensation expenses of RMB110.0 million, RMB33.9 million and RMB24.4 million, respectively. We may continue to record\nshare-based compensation expenses in relation to such share option grants, and we plan to grant options and other types of awards under\nthe 2019 Equity Incentive Plan and 2023 Equity Incentive Plan, as we believe the granting of share-based compensation helps us attract\nand retain key personnel and employees. As a result, our expenses associated with share-based compensation may increase, which may adversely\naffect our results of operations.\n\n \n\n36\n\n \n\n \n\n**Risks\nRelated to Our Corporate Structure**\n\n \n\n**If\nthe PRC government determines that the contractual arrangements in relation to the VIE structure do not comply with PRC regulatory restrictions\non foreign investment in certain industries, or if these regulations or the way they are interpreted change, we, the PRC Subsidiaries\nand the Affiliated Entities could be subject to severe penalties or be forced to relinquish their interests in those operations, and\nthe Class A Ordinary Shares may decline in value or become worthless.**\n\n \n\nWe,\nthe PRC Subsidiaries and the VIE face material risks relating to our corporate structure. Investors in the Class A Ordinary Shares are\nnot purchasing equity interests in the VIE domiciled in China but instead are purchasing equity interests in us, the ultimate Cayman\nIslands holding company. We are not a Chinese operating company but a Cayman Islands holding company with operations conducted by their\nsubsidiaries and through contractual arrangements with VIE based in China, and this structure involves unique risks to investors. The\nVIE structure provides investors with exposure to foreign investment in China- based companies where Chinese law prohibits or restricts\ndirect foreign investment in the operating companies, and investors may never hold equity interests in the Chinese operating companies.\nThe PRC government regulates telecommunications-related businesses through strict business licensing requirements and other government\nregulations. These laws and regulations include limitations on foreign ownership of PRC companies that engage in telecommunications-related\nbusinesses. Foreign investors are generally not allowed to own more than a 50% equity interest in any PRC companies engaging in value-added\ntelecommunications businesses (excluding e-commerce services, domestic multi-party communications, store-and-forward and call centers).\n\n \n\nBecause\nwe are an exempted company incorporated in the Cayman Islands, we are classified as a foreign enterprise under PRC laws and regulations,\nand each of the PRC Subsidiaries is a foreign-invested enterprise (“FIE”). To comply with PRC laws and regulations, we conduct\nour business in China through the VIE and the Affiliated Entities pursuant to a series of contractual arrangements among WFOE, the VIE\nand its shareholders. See “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements\nwith the VIE and its Shareholders.” We, our subsidiaries and the investors do not have an equity ownership in, direct foreign investment\nin, or control through such ownership or investment of the VIE. The contractual arrangements with respect to the VIE are not equivalent\nto an equity ownership in the business of the VIE. Any references in this annual report to control or benefits that accrue to us and\nour subsidiaries because of the VIE are limited to, and subject to conditions for consolidation of, the VIE under U.S. GAAP. Consolidation\nof VIE under U.S. GAAP generally occurs if we or our subsidiaries (1) have an economic interest in the VIE that provides significant\nexposure to potential losses or benefits from the VIE and (2) have power over the most significant economic activities of the VIE. For\naccounting purposes, we are the primary beneficiary of the VIE. In addition, the contractual agreements governing the VIE have not been\ntested in a court of law.\n\n \n\nWe\nbelieve that our corporate structure and contractual arrangements comply with PRC laws and regulations. Based on our understanding of\nthe relevant laws and regulations, our PRC counsel, Han Kun Law Offices, is of the opinion that each of the contracts among WFOE, the\nVIE and its shareholders is valid, binding and enforceable in accordance with its terms.\n\n \n\nHowever,\nsubstantial uncertainties remain regarding the interpretation and application of PRC laws and regulations. PRC government authorities\nmay not agree that we and our subsidiaries’ corporate structure or any of the foregoing contractual arrangements comply with PRC\nlicensing, registration or other regulatory requirements or policies.\n\n \n\nIf\nregulators deem we, our subsidiaries and the VIE’s corporate structure and contractual arrangements to be illegal, either in whole\nor in part, we may lose our ability to consolidate the financial results of the Affiliated Entities, and may have to modify our corporate\nstructure to comply with regulatory requirements. We and our subsidiaries may not be able to achieve this without materially disrupting\ntheir business.\n\n \n\n37\n\n \n\n \n\nIf\nwe, our subsidiaries and the VIE’s corporate structure and contractual arrangements violate existing or future PRC laws or regulations,\nthe relevant regulatory authorities would have broad discretion in dealing with such violations, including:\n\n \n\n \n●\nrevoking\ntheir business and operating licenses;\n\n \n\n \n●\nlevying\nfines on us, the PRC Subsidiaries and/or the Affiliated Entities;\n\n \n\n \n●\nconfiscating\nany of the income generated by us, the PRC Subsidiaries and/or the Affiliated Entities that the relevant regulatory authorities deem\nto be obtained through illegal operations;\n\n \n\n \n●\ndiscontinuing\nor restricting the operations of us, the PRC Subsidiaries and/or the Affiliated Entities in China;\n\n \n\n \n●\nimposing\nconditions or requirements with which we, the PRC Subsidiaries and/or the Affiliated Entities may not be able to comply;\n\n \n\n \n●\nshutting\ndown the servers or blocking the applications, APIs, website, SaaS solutions or supporting services of us;\n\n \n\n \n●\nrequiring\nus, the PRC Subsidiaries and the Affiliated Entities to change their corporate structure and contractual arrangements;\n\n \n\n \n●\nrestricting\nthe right by us, the PRC Subsidiaries and the Affiliated Entities to collect revenue;\n\n \n\n \n●\nrestricting\nor prohibiting our use of the proceeds from overseas offering to finance the Affiliated Entities’ operations; and\n\n \n\n \n●\ntaking\nother regulatory or enforcement actions that could harm our business.\n\n \n\nNew\nPRC laws, rules and regulations may impose additional requirements on us, our subsidiaries and the VIE’s corporate structure and\ncontractual arrangements, which could materially adversely affect our business, financial condition and results of operations. If any\nof these penalties or requirements causes us and our subsidiaries to lose the rights to direct the activities of the VIE or their right\nto receive economic benefits, we will no longer be able to consolidate the VIE’s financial results in our consolidated financial\nstatements, which could cause the value of the Class A Ordinary Shares to decline significantly or become worthless.\n\n \n\nOn\nFebruary 17, 2023, the CSRC released the Overseas Listing Trial Measures and five supporting guidelines, which became effective on March\n31, 2023. At the press conference held for the Overseas Listing Trial Measures on the same day, officials from the CSRC clarified that,\nas for companies seeking overseas listing with contractual arrangements, the CSRC will solicit opinions from relevant regulatory authorities\nand complete the filing of the overseas listing of such companies if they duly meet the compliance requirements, and support the development\nand growth of these companies by enabling them to utilize two markets and two kinds of resources. We completed the CSRC filing procedures\nunder the Overseas Listing Trial Measures for the Business Combination on September 14, 2023. If we, the PRC Subsidiaries or the Affiliated\nEntities fail to complete the filing with the CSRC for any future offering, or any other capital raising activities which are subject\nto the filings under the Overseas Listing Trial Measures, due to our contractual arrangements, our ability to raise or utilize funds\nfrom such overseas fund-raising activities could be materially and adversely affected, and we may even need to unwind the contractual\narrangements or restructure the business operations to rectify the failure to complete the filings. However, given that the Overseas\nListing Trial Measures were recently promulgated, there remains substantial uncertainties as to their interpretation, application, and\nenforcement and how they will affect our operations and our future financing.\n\n \n\n38\n\n \n\n \n\n**Contractual\narrangements with the VIE may result in adverse tax consequences to us, the PRC Subsidiaries or the Affiliated Entities.**\n\n \n\nWe,\nthe PRC Subsidiaries and/or the Affiliated Entities could face material and adverse tax consequences if PRC tax authorities determine\nthat WFOE’s contractual arrangements with the VIE were not made on an arm’s length basis and adjust the VIE’s income\nand expenses for PRC tax purposes by requiring a transfer pricing adjustment.\n\n \n\nA\ntransfer pricing adjustment could adversely affect us, the PRC Subsidiaries and the Affiliated Entities by (1) increasing the tax liabilities\nof the Affiliated Entities without reducing the tax liability of the PRC Subsidiaries, which could result in late payment fees and other\npenalties to the Affiliated Entities for underpaid taxes; or (2) limiting the Affiliated Entities’ ability to obtain or maintain\npreferential tax treatments and other financial incentives.\n\n \n\n**We\nand the PRC Subsidiaries rely on contractual arrangements with the VIE and the VIE’s shareholders to operate their business, which\nmay not be as effective as direct ownership in providing operational control.**\n\n \n\nWe\nand the PRC Subsidiaries rely on contractual arrangements with the VIE and its shareholders to operate their business. These contractual\narrangements may not be as effective as direct ownership in providing us and the PRC Subsidiaries with control over the VIE.\n\n \n\nBecause\nwe and the PRC Subsidiaries do not have a direct ownership interest in the VIE, we consolidate our financial results by relying on the\nperformance by the VIE and its shareholders of their respective obligations under the contractual arrangements with them. The shareholders\nof the VIE may not act in the best interests of us and the PRC Subsidiaries, or otherwise fail to perform their contractual obligations.\n\n \n\nWe\nand the PRC Subsidiaries may replace the shareholders of the VIE pursuant to the contracts with the VIE and its shareholders. However,\nif any dispute relating to these contracts or the replacement of the VIE’s shareholders remains unresolved, we and the PRC Subsidiaries\nmust enforce their rights under these contracts under PRC law and be subject to uncertainties in the PRC legal system.\n\n \n\n**Any\nfailure by the VIE or its shareholders to perform their obligations under their contractual arrangements with WFOE would materially adversely\naffect the business, financial condition and results of operations of us and the PRC Subsidiaries.**\n\n \n\nIf\nthe VIE or its shareholders fail to perform their respective obligations under their contractual arrangements with WFOE, we and the PRC\nSubsidiaries may incur substantial costs and expend additional resources to enforce such arrangements. We and the PRC Subsidiaries may\nalso have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages.\nSuch remedies may not be effective.\n\n \n\nWFOE’s\ncontractual arrangements with the VIE and its shareholders are governed by PRC laws and provide for the resolution of disputes through\narbitrations in the PRC. Accordingly, these contractual arrangements would be interpreted in accordance with PRC laws, and any disputes\narising from these contractual arrangements would be resolved in accordance with PRC legal procedures.\n\n \n\n39\n\n \n\n \n\nUncertainties\nin the PRC legal system could limit the abilities of us and the PRC Subsidiaries to enforce these contractual arrangements. For example,\nthere have been very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest\nentity should be interpreted or enforced under PRC laws. In addition, in the PRC, rulings by arbitrators are final, and parties cannot\nappeal the arbitration results in courts. If the losing parties fail to carry out the arbitration awards within a prescribed time limit,\nthe prevailing parties may only enforce arbitration awards in PRC courts through arbitration award recognition proceedings, which would\nrequire additional expenses and delays. In the event that we and the PRC Subsidiaries cannot enforce the contractual arrangements with\nrespect to the VIE, or suffer significant delays or other obstacles in enforcing these contractual arrangements, we and the PRC Subsidiaries\nmay not be able to consolidate the financial results of the Affiliated Entities. As a result, the ability of us and PRC Subsidiaries\nto conduct our business, and our financial condition and results of operations may be materially adversely affected. See “—Risks\nRelated to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws, rules and regulations could\nmaterially adversely affect our business.”\n\n \n\n**The\nVIE’s shareholders may have potential conflicts of interest with us, the PRC Subsidiaries and the Affiliated Entities, which may\nmaterially adversely affect our business and financial condition.**\n\n \n\nThe\ninterests of the VIE’s shareholders may differ from the interests of us, the PRC Subsidiaries and the VIE. When conflicts of interest\narise, any or all of these individuals or entities may not act in the best interests of us, the PRC Subsidiaries and/or the Affiliated\nEntities, and any conflicts of interest may not resolve in the favor of us, the PRC Subsidiaries and/or the Affiliated Entities. In addition,\nthese individuals or entities may breach or cause the VIE and the PRC Subsidiaries to breach or refuse to renew existing contractual\narrangements with WFOE.\n\n \n\nNone\nof us, the PRC Subsidiaries or the Affiliated Entities has arrangements to address potential conflicts of interest between these shareholders\nand any of themselves. We, the PRC Subsidiaries and the Affiliated Entities rely on these shareholders to abide by the laws of the Cayman\nIslands and China. These laws provide that directors owe a fiduciary duty to the us to act in good faith and in our best interests and\nnot to use their respective positions for personal gain.\n\n \n\nHowever,\nthe legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the event of a conflict with another\ncorporate governance regime. If we, the PRC Subsidiaries and/or the Affiliated Entities cannot resolve any conflict of interest or dispute\nbetween any of themselves and the shareholders of the VIE, we, the PRC Subsidiaries and the Affiliated Entities will likely rely on legal\nproceedings, which could disrupt their business and subject them to substantial uncertainty as to the outcome of such proceedings.\n\n \n\n40\n\n \n\n \n\n**We\nmay rely principally on dividends and other distributions on equity paid by the PRC Subsidiaries to fund our cash and financing requirements,\nand any limitation on the ability of the PRC Subsidiaries to pay dividends to us could adversely affect our ability to conduct our business.**\n\n \n\nWe\nrely principally on dividends and other distributions on equity paid by the PRC Subsidiaries, in particular, WFOE, Cheche Ningbo, which\nin turn relies on consulting and other fees paid to it by the VIE, for our cash and financing requirements, including the funds necessary\nto pay dividends and other cash distributions to our shareholders and service any debt that we may incur. Relevant PRC laws and regulations\npermit PRC companies to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards\nand regulations. Additionally, the PRC Subsidiaries and the Affiliated Entities can only distribute dividends upon approval of the shareholders\nafter they have met the PRC requirements for appropriation to the statutory reserve fund. The statutory reserve fund requires that annual\nappropriations of 10% of net after-tax income should be set aside prior to payment of any dividends, until the aggregate amount of such\nfund reaches 50% of their registered capital. As a result of these and other restrictions under PRC laws and regulations, the PRC Subsidiaries\nand the Affiliated Entities are restricted in their ability to transfer a portion of their net assets to us either in the form of dividends,\nloans or advances, which restricted portion amounted to RMB370.5 million and RMB500.6 million as of December 31, 2024 and 2025, respectively. If the PRC Subsidiaries incur debt on their own behalf, the instruments governing the debt may restrict\ntheir ability to pay dividends or make other distributions to us. In addition, PRC tax authorities may require one of the PRC Subsidiaries,\nCheche Ningbo to adjust our taxable income under the contractual arrangements that we currently have in place with the VIE in a manner\nthat would materially adversely affect our ability to pay dividends and other distributions to us.\n\n \n\nUnder\nPRC laws and regulations, the PRC Subsidiaries, as wholly foreign-owned enterprises in the PRC, may pay dividends only out of their accumulated\nprofits as determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises, such\nas the PRC subsidiaries, must set aside at least 10% of their accumulated after-tax profits after making up the previous year’s\naccumulated losses each year, if any, to fund statutory reserve funds, until the aggregate amount of such fund reaches 50% of their registered\ncapital.\n\n \n\nWe\nmay allocate a portion of our after-tax profits based on PRC accounting standards to discretionary reserve funds according to our shareholder’s\ndecision. These statutory reserve funds and discretionary reserve funds are not distributable as cash dividends. In addition, the EIT\nLaw and its implementation rules provide that a withholding tax rate of 10% will be applicable to dividends payable by PRC companies\nto non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government\nand governments of other countries or regions where the non-PRC-resident enterprises are incorporated.\n\n \n\nFor\nexample, pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double\nTaxation and Tax Evasion on Income (the “Arrangements”), Hong Kong resident enterprises that own no less than 25% equity\ninterest in a PRC enterprise may qualify for a 5% withholding tax rate on dividends received from the PRC enterprise. Under the Administrative\nMeasures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, non-resident enterprises must determine whether they qualify\nfor reduced withholding tax rates under the relevant tax treaties and file the relevant materials with the tax authorities. A non-resident\nenterprise must also meet other conditions to enjoy the reduced withholding tax rate based on other tax rules and regulations.\n\n \n\nAs\nof December 31, 2025, we reported accumulated loss and had no retained earnings for offshore dividend distributions. We intend to re-invest\nall the future earnings of the PRC Subsidiaries in our operations in China. We could be subject to significant withholding taxes if the\nPRC Subsidiaries decide to pay dividends to offshore entities. The tax authorities may also challenge our determination that we qualify\nfor the reduced withholding tax of 5% under the Arrangements for dividends paid from the PRC Subsidiaries to the Hong Kong Subsidiaries,\nand the Hong Kong Subsidiaries may not be able to complete the tax filings to enjoy the reduced withholding tax rate.\n\n \n\n41\n\n \n\n \n\n**Substantial\nuncertainties with respect to the implementation of the Foreign Investment Law may significantly impact the corporate structure and operations\nof us, the PRC Subsidiaries and the Affiliated Entities.**\n\n \n\nOn\nMarch 15, 2019, the National People’s Congress published the Foreign Investment Law of the People’s Republic of China (the\n“Foreign Investment Law”), which became effective on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise\nLaw, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law to become the legal foundation for\nforeign investment in the PRC. Although the Foreign Investment Law stipulates three forms of foreign investment, it does not explicitly\nstipulate the contractual arrangements as a form of foreign investment.\n\n \n\nThe\nForeign Investment Law stipulates that the concept of a foreign investment includes foreign investors investing in China through “any\nother methods” under laws, administrative regulations, or provisions prescribed by the State Council. Future laws, administrative\nregulations or provisions prescribed by the State Council may regard contractual arrangements as a form of foreign investment. As a result,\nthe contractual arrangements may be deemed to violate foreign investment access requirements and the interpretation of the above-mentioned\ncontractual arrangements.\n\n \n\nChanges\nin PRC laws and regulations could materially adversely affect the contractual arrangements and the business of us, the PRC Subsidiaries\nand the Affiliated Entities. If future laws, administrative regulations or provisions prescribed by the State Council mandate further\nactions by companies with existing contractual arrangements, we, the PRC Subsidiaries and the Affiliated Entities may face substantial\nuncertainties as to the timely completion of such actions. We, the PRC Subsidiaries and the Affiliated Entities could potentially be\nrequired to unwind the contractual arrangements and/or dispose the VIE, which could materially adversely affect our business, financial\ncondition and results of operations.\n\n \n\n**The\nbankruptcy or liquidation of the VIE could materially adversely affect our business, our ability to generate revenue and the market price\nof the Class A Ordinary Shares.**\n\n \n\nIf\nthe VIE or any of the Affiliated Entities becomes the subject of a bankruptcy or liquidation proceeding, we and the PRC Subsidiaries\nmay lose the ability to use and enjoy assets held by the VIE or any such Affiliated Entity. We and the PRC Subsidiaries conduct operations\nin China through contractual arrangements with the VIE and its shareholders and subsidiaries. As part of these arrangements, the VIE\nand its subsidiaries hold substantially all of the assets that are important to the operation of our business.\n\n \n\nIf\nany of these entities goes bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, they\nmay be unable to continue some or all of their business activities, which could in turn materially adversely affect our business, financial\ncondition and results of operations. If the VIE or any of the Affiliated Entities undergoes a voluntary or involuntary liquidation proceeding,\ntheir shareholders or unrelated third-party creditors may claim rights to some or all of these assets, which would hinder their ability\nto operate their business, and could in turn materially adversely affect our business, our ability to generate revenue, and the market\nprice of the Class A Ordinary Shares.\n\n \n\n**If\nthe custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities,\nor misappropriate or misuse these assets, our business may be materially adversely affected.**\n\n \n\nUnder\nPRC law, legal documents for corporate transactions, including agreements and contracts such as the leases and sales contracts, are executed\nusing the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed\nwith the relevant local branch of the State Administration for Market Regulation (the “SAMR”) (formerly known as State Administration\nfor Industry and Commerce (the “SAIC”)). We generally execute legal documents by affixing chops or seals, rather than having\nthe designated legal representatives sign the documents.\n\n \n\n42\n\n \n\n \n\nThe\nrelevant entities typically hold the chops of the Affiliated Entities and the PRC Subsidiaries, allowing them to execute documents locally.\nTo maintain the physical security of these chops, we typically store them in secure locations accessible only to custodians and designated\nkey employees of our legal, administrative or finance departments.\n\n \n\nAlthough\nwe have implemented approval procedures and monitored our chop custodians and key employees, including the designated legal representatives\nof the Affiliated Entities and the PRC Subsidiaries, the procedures may not prevent all instances of abuse or negligence. Our chop custodians,\nkey employees or designated legal representatives may abuse their authority, for example, by binding the Affiliated Entities and the\nPRC Subsidiaries with contracts against these entities’ interests.\n\n \n\nWe\nmay be required to honor these contracts if the other contracting party acts in good faith in reliance on the authority of our chops\nor signatures of our legal representatives. If any designated legal representative obtains control of the chop in an effort to obtain\ncontrol over the relevant entity, we need to pass a shareholder or board resolution to designate a new legal representative and to take\nlegal actions to seek the return of the chop, apply for a new chop, or otherwise seek legal remedies for the legal representative’s\nmisconduct.\n\n \n\nIf\nany of the designated legal representatives obtains, misuses or misappropriates these chops and seals or other controlling intangible\nassets for whatever reason, we could experience disruptions in our operations. We may also have to take corporate or legal action, which\ncould involve significant time and resources to resolve while distracting management from our operations, materially adversely affecting\nour business and results of operations.\n\n \n\n**PRC\nregulations of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion\nmay delay or prevent us from using proceeds from offshore fund-raising activities, to make loans or additional capital contributions\nto the PRC Subsidiaries, which could materially adversely affect our liquidity and our ability to fund and expand our business.**\n\n \n\nAny\nfunds we transfer to the PRC Subsidiaries, either as shareholder loans or as an increase in registered capital, are subject to approval\nby or registration with relevant governmental authorities in China. According to the relevant PRC regulations on FIEs in China, capital\ncontributions to the PRC Subsidiaries are subject to the information report requirement with MOFCOM or their respective local branches\nand registration with a local bank authorized by State Administration of Foreign Exchange (“SAFE”). In addition, any foreign\nloan procured by the PRC Subsidiaries cannot exceed statutory limits and is required to be registered with SAFE or its respective local\nbranches.\n\n \n\nWe\nmay use the proceeds of our offshore fund-raising activities to provide loans or make capital contributions to the PRC Subsidiaries or\nprovide loans to the VIE, in each case subject to the satisfaction of applicable regulatory requirements. Any medium or long-term loan\nto be provided by us or our offshore subsidiaries to the PRC Subsidiaries and the Affiliated Entities must be registered with NDRC and\nSAFE or its local branches. Before we or our offshore entities provide loans to the onshore entities (i.e., the PRC Subsidiaries and\nthe Affiliated Entities), the borrower must make filings with the SAFE or its local counterparts in accordance with relevant PRC laws\nand regulations. In addition, in accordance with Administrative Measures for Review and Registration of Medium- and Long-term Foreign\nDebts of Enterprises issued by the NDRC on January 5, 2023, which took effect on February 10, 2023, for loans provided by us or our offshore\nentities to the PRC Subsidiaries or the Affiliated Entities with a term of more than one year, the borrower must also obtain a certificate\nof review and registration from the NDRC before obtaining such loan, and report relevant information to the NDRC afterward. We or our\noffshore subsidiaries may not complete such registrations on a timely basis, with respect to future capital contributions or foreign\nloans by us or our offshore subsidiaries to our onshore entities (i.e., the PRC Subsidiaries and the Affiliated Entities entities). If\nwe or our offshore subsidiaries fail to complete such registrations, our ability to use the proceeds of securities offering, and to capitalize\nour PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.\n\n \n\n43\n\n \n\n \n\nOn\nMarch 30, 2015, SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement\nof Foreign-Invested Enterprises (“SAFE Circular 19”), which took effect on June 1, 2015, and was partially repealed on December\n30, 2019 and latest amended on March 23, 2023. SAFE Circular 19 launched a nationwide reform of the administration of the settlement\nof the foreign exchange capital of FIEs and allows FIEs to settle their foreign exchange capital at their discretion. However, SAFE Circular\n19 prohibits FIEs from using the Renminbi funds converted from their foreign exchange capital for expenditures beyond their business\nscopes, providing entrusted loans or repaying loans between nonfinancial enterprises.\n\n \n\nSAFE\nissued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (“SAFE\nCircular 16”), effective in June 2016, and was amended on December 4, 2023. Pursuant to SAFE Circular 16, enterprises registered\nin China may convert their foreign debts from foreign currency to Renminbi on a discretionary basis. SAFE Circular 16 provides an integrated\nstandard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign\ndebts) on a discretionary basis which applies to all enterprises registered in China.\n\n \n\nIn\naddition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business\nscope. The capital of a foreign invested enterprise shall not be used for the following purposes:\n\n \n\n \n●\ndirectly\nor indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations;\n\n \n\n \n●\ndirectly\nor indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise\nprovided by relevant laws and regulations;\n\n \n\n \n●\nthe\ngranting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; or\n\n \n\n \n●\npaying\nthe expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).\n\n \n\nIn\nlight of the requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies,\nwe cannot assure you that we can complete the necessary government registrations or obtain the necessary government approvals or filings\non a timely basis, if at all, with respect to future loans or with capital contributions by us to the PRC Subsidiaries and/or the Affiliated\nEntities in the PRC. If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund\nour PRC operations may be negatively affected, which could adversely affect our ability to fund and expand the business.\n\n \n\n**Risks\nRelated to Doing Business in China**\n\n \n\n**The\nPRC government has significant authority to exert influence on the China operations of an offshore holding company, and offerings conducted\noverseas and foreign investment in China-based issuers, such as us. Changes in China’s economic, political or social conditions\nor government policies could have a material adverse effect on our business, results of operations, financial condition, and the value\nof our securities.**\n\n \n\nWe\nconduct our business in China and substantially all of our assets are located in China. Accordingly, our business, results of operations\nand financial condition may be influenced to a significant degree by the PRC political, economic and social conditions. The PRC government\nmay intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of\nour securities.\n\n \n\n44\n\n \n\n \n\nThe\neconomic, political and social conditions in China differ from those of the countries in other jurisdictions in many respects, including\nwith respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of\nresources. The PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction\nof state ownership of productive assets, and the establishment of improved corporate governance in business enterprises. These reforms\nhave resulted in significant economic growth and social prospects. However, a substantial portion of productive assets in China is still\nowned by the government. The PRC government exercises significant control over China’s economic growth by allocating resources,\ncontrolling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions,\nproviding preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. Economic\nreform measures may also be adjusted, modified or applied inconsistently from industry to industry or across different regions of the\ncountry, and there can be no assurance that the Chinese government will continue to pursue a policy of economic reform or that the direction\nof reform will continue to be market friendly.\n\n \n\nWhile\nthe Chinese economy has experienced significant growth in the past four decades, growth has been uneven, both geographically and\namong various sectors of the economy. Various measures implemented by the PRC government to encourage economic growth and guide the\nallocation of resources may benefit the overall Chinese economy, but may also have a negative effect on us. Our results of\noperations and financial condition could be materially and adversely affected by government control over capital investments,\nforeign investment or changes in applicable tax regulations. The PRC government has also implemented certain measures in the past,\nincluding interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity,\nwhich in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our business,\nresults of operations and financial condition. In addition, the recurring or new outbreak of severe contagious diseases may also\nhave a severe and negative impact on the Chinese economy. Any severe or prolonged slowdown in the rate of growth of the Chinese\neconomy may adversely affect our business and results of operations, leading to reduction in demand for our products and adversely\naffect our competitive position.\n\n \n\nAdditionally,\nthe PRC government may promulgate laws, regulations or policies that seek to impose stricter scrutiny over, or completely revise, the\ncurrent regulatory regime in certain industries or in certain activities. For instance, the PRC government has significant discretion\nover the business operations in China and may intervene with or influence specific industries or companies as it deems appropriate to\nfurther regulatory, political and societal goals, which could have a material and adverse effect on the future growth of the affected\nindustries and the companies operating in such industries. Furthermore, the PRC government has also recently indicated an intent to exert\nmore oversight and control over overseas securities offerings and foreign investments in China-based companies. Any such actions may\nadversely affect our operations, and significantly limit or completely hinder our ability to offer or continue to offer securities to\nyou and cause the value of our securities to significantly decline or be worthless.\n\n \n\nOur\nability to successfully maintain or grow business operations in China depends on various factors, which are beyond our control. These\nfactors include, among others, macro-economic and other market conditions, political stability, social conditions, measures to control\ninflation or deflation, changes in the rate or method of taxation, changes in laws, regulations and administrative directives or their\ninterpretation, and changes in industry policies. If we fail to take timely and appropriate measures to adapt to any of the changes or\nchallenges, our business, results of operations and financial condition could be materially and adversely affected.\n\n \n\n45\n\n \n\n \n\n**Recent\ngreater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could significantly\nlimit or completely hinder our ability in capital raising activities and materially and adversely affect our business and the value of\nyour investment.**\n\n \n\nOn\nDecember 28, 2021, the CAC, jointly with 12 other governmental authorities, promulgated the revised Cybersecurity Review Measures (2021),\nwhich became effective on February 15, 2022. According to the Cybersecurity Review Measures (2021), critical information infrastructure\noperators that intend to purchase internet products and services which have or may have an adverse effect on national security must apply\nfor cybersecurity review. Meanwhile, online platform operators holding personal information of over one million users that intend to\nlist their securities on a foreign stock exchange must apply for cybersecurity review. In the meantime, the governmental authorities\nhave the discretion to initiate a cybersecurity review on any data processing activity if they deem such a data processing activity affects\nor may affect national security.\n\n \n\nOn\nJuly 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Transfer of Data, which took effect on September\n1, 2022. These measures aim to regulate cross-border transfers of data, requiring among other things, that data processors that provide\ndata overseas apply to CAC for security assessments if: (1) data processors provide important data overseas; (2) critical information\ninfrastructure operators or data processors process personal information of more than one million individuals provide personal information\nto overseas parties; (3) data processors that have cumulatively provided personal information of 100,000 people or sensitive personal\ninformation of 10,000 people to overseas since January 1 of the previous year, provide personal information to overseas parties; or (4)\nother scenarios required by the CAC to apply for security assessments occur. In addition, these measures require data processors to carry\nout self-assessments of risks of providing data overseas before applying to the CAC for security assessments. As of the date of this\nannual report, the Measures for the Security Assessment of Cross-Border Transfer of Data has not materially affected our business or\nresults of operations. Since the Measures for the Security Assessment of Cross-Border Transfer of Data was newly enacted, there remain\nsubstantial uncertainties about its interpretation and implementation, and it is unclear whether the relevant PRC regulatory authority\nwould reach the same conclusion as us.\n\n \n\nOn\nFebruary 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives\nAdministration released the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering\nand Listing by Domestic Companies (the “Archives Rules”), which became effective on March 31, 2023. The Archives Rules regulate\nboth overseas direct offerings and overseas indirect offerings, providing that, among other things:\n\n \n\n \n●\nin\nrelation to the overseas listing activities of PRC enterprises, the PRC enterprises are required to strictly comply with the relevant\nrequirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary\nmeasures to implement their confidentiality and archives management responsibilities;\n\n \n\n \n●\nduring\nthe course of an overseas offering and listing, if a PRC enterprise needs to publicly disclose or provide to securities companies,\nsecurities service providers or overseas regulators, any materials that contain relevant state secrets, government work secrets or\ninformation that has a sensitive impact (i.e., be detrimental to national security or the public interest if divulged), the PRC enterprise\nshould complete the relevant approval/filing and other regulatory procedures; and\n\n \n\n \n●\nworking\npapers produced in the PRC by securities companies and securities service providers, which provide PRC enterprises with securities\nservices during their overseas issuance and listing, should be stored in the PRC, and competent PRC authorities must approve the\ntransmission of all such working papers to recipients outside the PRC.\n\n \n\nOn\nFebruary 12, 2025, the CAC published the Administrative Measures for Personal Information Protection Compliance Audits, which came\ninto effect on May 1, 2025. According to such measures, the term “compliance audit of personal information protection” refers\nto the supervisory activities that review and evaluate whether the personal information processing activities performed by personal information\nprocessors comply with laws and administrative regulations. Personal information processors that process personal information of more\nthan 10 million individuals shall carry out a compliance audit of personal information protection at least once every two years.\n\n \n\n46\n\n \n\n \n\nGiven\nthat the above-mentioned newly promulgated laws, regulations and policies were recently promulgated or issued, their interpretation,\napplication and enforcement are subject to substantial uncertainties. Complying with new laws and regulations could cause us to incur\nsubstantial costs or require us to change our business practices in a manner materially adverse to our business.\n\n \n\nAs\na network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review\nMeasures (2021), we applied for and completed a cybersecurity review with respect to our overseas listing pursuant to the Cybersecurity\nReview Measures (2021). We have not received any material adverse findings in such cybersecurity review and we are in compliance with\nthe existing regulations and policies by the CAC regarding the Cybersecurity Review Measures (2021) as of the date of this annual report.\nHowever, it remains uncertain as to how the existing regulatory measures will be interpreted or implemented in the future, and whether\nthe PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation\nrelated to the measures, which may have a material adverse impact on our future capital raising activities, or even retrospectively,\non the Business Combination and the listing of our securities on Nasdaq. If any such new laws, regulations, rules, or implementation\nand interpretation come into effect, we face uncertainty as to whether any review or other required actions can be timely completed,\nor at all. Given such uncertainty, we may be further required to suspend our business or to face other penalties, which could materially\nand adversely affect our business, results of operations and financial condition, and/or the value of our securities, or could significantly\nlimit or completely hinder our ability to offer securities to investors. In addition, if any of these events causes us unable to direct\nthe VIE’s activities or lose the right to receive the economic benefits of the Affiliated Entities, we may not be able to consolidate\nthe Affiliated Entities into our consolidated financial statements in accordance with U.S. GAAP, which could cause the value of our securities\nto significantly decline or become worthless.\n\n \n\n**Adverse\nchanges in economic and political policies of the PRC government could negatively impact China’s overall economic growth, which\ncould materially adversely affect our business.**\n\n \n\nWe\nconduct substantially all of operations through the PRC Subsidiaries, the VIE and the Affiliated Entities in China. Accordingly, our\nbusiness, financial condition, results of operations and prospects depend significantly on economic developments in China. China’s\neconomy differs from the economies of most other countries in many respects, including the amount of government involvement in the economy,\nthe general level of economic development, growth rates and government control of foreign exchange and the allocation of resources.\n\n \n\nWhile\nthe PRC economy has grown significantly over the past few decades, this growth has remained uneven across different periods, regions\nand economic sectors. The PRC government also exercises significant control over China’s economic growth by allocating resources,\ncontrolling the payment of foreign currency denominated obligations, setting monetary policy and providing preferential treatment to\nparticular industries or companies. Any actions and policies adopted by the PRC government could negatively impact the Chinese economy,\nwhich could materially adversely affect our business.\n\n \n\n**Uncertainties\nin the interpretation and enforcement of PRC laws, rules and regulations could materially adversely affect our business.**\n\n \n\nWe,\nthe PRC Subsidiaries and the Affiliated Entities face risks arising from the legal system in China, including risks and uncertainties\nregarding the interpretation and enforcement of laws and that rules and regulations in China can change quickly with very short notice.\n\n \n\nThe\nPRC legal system is based on written statutes. Unlike under common law systems, decided legal cases have limited value as precedents\nin subsequent legal proceedings. In 1979, the PRC government began to publish a comprehensive system of laws and regulations governing\neconomic matters in general, and forms of foreign investment (including wholly foreign-owned enterprises and joint ventures) in particular.\nThese laws, regulations and legal requirements are relatively new and often change, and their interpretation and enforcement may raise\nuncertainties that could limit the reliability of the legal protections available to us, the PRC Subsidiaries and the Affiliated Entities.\nIn addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely\nbasis, and which may have retroactive effect. As a result, we may not be aware of violation of these policies and rules until after the\nviolation occurs.\n\n \n\n47\n\n \n\n \n\nWe\ncannot predict future developments in the PRC legal system. We may need to procure additional permits, authorizations and approvals for\nour operations, which we may not be able to obtain. Our inability to obtain such permits or authorizations may materially adversely affect\nour business, financial condition and results of operations.\n\n \n\nAdministrative\nand court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.\nSince PRC administrative and court authorities retain significant discretion in interpreting and implementing statutory and contractual\nterms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection that we\nmay enjoy. These uncertainties may impede our ability to enforce contracts and could materially adversely affect our business, financial\ncondition and results of operations.\n\n \n\n**The\nfiling with the CSRC may be required in connection with future overseas fund-raising activities, and we cannot predict whether we will\nbe able to obtain such approval or complete such filing.**\n\n \n\nOn\nAugust 8, 2006, six PRC regulatory agencies jointly adopted the Rules on Mergers and Acquisition of Domestic Enterprises by Foreign Investors\n(the “M&A Rules”), which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include,\namong other things, provisions that require that an offshore special purpose vehicle formed for the purpose of an overseas listing of\nequity interests in a PRC company obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s\nequity securities on an overseas stock exchange. However, substantial uncertainty remains regarding the scope and applicability of the\nM&A Rules to offshore special purpose vehicles. The regulations also established additional procedures and requirements that are\nexpected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements\nin some instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of\na PRC domestic enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled\nby PRC enterprises or residents acquire affiliated domestic companies.\n\n \n\nOn\nJuly 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council\njointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities. According to Law, which emphasized the need to\nstrengthen administration over illegal securities activities and supervision of overseas listings by China-based companies. The Opinions\nproposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided that the State Council\nwill revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties\nof domestic regulatory authorities.\n\n \n\nOn\nSeptember 6, 2024, NDRC and MOFCOM jointly issued the Special Administrative Measures for Entry of Foreign Investment (Negative List)\n(2024 Version) (the “Negative List”), which became effective and replaced the previous version on November 1, 2024. According\nto the Negative List, domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from\nthe relevant authorities before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors\nshall not be involved in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant\ndomestic securities investment management regulations shall apply to such foreign investors.\n\n \n\nSince\nnone of the PRC Subsidiaries or the Affiliated Entities engages in businesses in which foreign investment is prohibited, we believe that\nthe PRC Subsidiaries and the Affiliated Entities are not required to obtain such approval under the Negative List. However, the abovementioned\nnewly promulgated laws, regulations and policies were recently promulgated or issued, and have not yet taken effect (as applicable),\ntheir interpretation, application and enforcement are subject to substantial uncertainties, and uncertainties remain regarding the interpretation\nand implementation of the new rules and regulations.\n\n \n\n48\n\n \n\n \n\nOn\nFebruary 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and circulated five supporting guidelines, which became effective\non March 31, 2023.\n\n \n\nAccording\nto the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in\ndirect or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing\nTrial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering\nand listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities\noffering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance\nwith law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual\ncontroller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the\norder of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering\nand listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no\nconclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling\nshareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.\n\n \n\nThe\nOverseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering\nand listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of\nthe issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements\nfor the most recent fiscal year is accounted for by domestic companies; and (2) the main parts of the issuer’s business activities\nare conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management\nstaff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland\nChina. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with\nthe CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provide that\nthe direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers\nor other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures, which\nfiling shall be submitted within three business days after the issuer submits its application documents relating to the initial public\noffering and/or listing or after the first public announcement of the relevant transaction (if the submission of relevant application\ndocuments is not required). The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material\nevents, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.\n\n \n\nGuidance\nfor Application of Regulatory Rules - Overseas Offering and Listing No.1, promulgated by CSRC together with the Overseas Listing Trial\nMeasures, provides that if a domestic enterprise completes an overseas offering through an overseas special purposes acquisition company,\nit shall submit the filing materials within three business days after such overseas special purposes acquisition company publicly announces\nsuch acquisition transaction. In addition, according to the Notice on Administration for the Filing of Overseas Offering and Listing\nby Domestic Enterprises promulgated by CSRC on its official website on February 17, 2023, the companies that have already been listed\non overseas stock exchanges prior to March 31, 2023 or the companies that have obtained the approval from overseas supervision administrations\nor stock exchanges for its offering and listing prior to March 31, 2023 and will complete their overseas offering and listing prior to\nSeptember 30, 2023 are not required to make immediate filings for its listing, but are required to make filings for subsequent offerings\nin accordance with the Overseas Listing Trial Measures. Companies that have already submitted an application for an initial public offering\nto overseas supervision administrations but have not yet obtained the approval from overseas supervision administrations or stock exchanges\nfor the offering and listing prior to March 31, 2023 may arrange for the filing within a reasonable time period and should complete the\nrequired CSRC filing procedure, the completion of which will be published on the CSRC website, before such companies’ overseas\nissuance and listing. We completed the filing procedures in connection with the Business Combination under the Overseas Listing Trial\nMeasures on September 14, 2023, and the result of such CSRC approval was posted on the official website of the CSRC on the same date.\n\n \n\n49\n\n \n\n \n\nPursuant\nto the Overseas Listing Trial Measures, we may need to complete filing procedures for future offshore fund-raising activities, including\nconducting follow-on offering in the United States. We may not be able to complete the filing procedures, obtain the approvals or authorizations,\nor complete required procedures or other requirements in a timely manner, or at all, and may face adverse actions or sanctions by the\nCSRC or other PRC regulatory agencies as a result. These regulatory agencies may impose penalties on us, including forced rectification,\nwarning and fines from RMB1,000,000 to RMB10,000,000 against us, and could materially hinder our ability to raise fund overseas.\n\n \n\nIn\naddition, we cannot guarantee that new rules or regulations promulgated in the future will not impose any additional requirement on us,\nthe PRC Subsidiaries or the Affiliated Entities or otherwise tighten the regulations on overseas listing of PRC domestic companies, or\nsubsequent offshore fund-raising activities. To the extent that our future offshore fund-raising activities is subject to any CSRC approval,\nfiling, other governmental authorization or requirements, we cannot assure you that we, the PRC Subsidiaries or the Affiliated Entities\ncould obtain such approval or meet such requirements in a timely manner or at all. Such failure may subject us, the PRC Subsidiaries\nor the Affiliated Entities to fines, penalties or other sanctions which may have a material adverse effect on our business and financial\ncondition.\n\n \n\n**We\nmay be liable for improper use or appropriation of personal information provided by our customers.**\n\n \n\nOur\nbusiness involves collecting and retaining certain internal and customer data. We also maintain information about various aspects of\nour operations as well as regarding our employees. The integrity and protection of customer, employee and company data are critical to\nour business. Our customers and employees expect that we will adequately protect their personal information. We are required by applicable\nlaws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such\ninformation.\n\n \n\nThe\nPRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in China, including the CAC,\nthe Ministry of Public Security and the SAMR have enforced data privacy and protection laws and regulations with varying and evolving\nstandards and interpretations.\n\n \n\nIn\nJuly 2021, the CAC and other related authorities released the draft amendment to the Cybersecurity Review Measures for public comments\nthrough July 25, 2021, the final version of which became effective on February 15, 2022. See “Item 4. Information on the Company—B.\nBusiness Overview—Government Regulations—Regulation of Internet Security.” We, the PRC Subsidiaries and the Affiliated\nEntities are subject to enhanced cybersecurity review. As a network platform operator who possesses personal information of more than\none million users for purposes of the Cybersecurity Review Measures (2021), we applied for and completed a cybersecurity review with\nrespect to our overseas listing pursuant to the Cybersecurity Review Measures (2021). However, we, the PRC Subsidiaries could become\nsubject to other relevant investigations launched by PRC regulators in the future. Any other non-compliance with the related laws and\nregulations may result in fines or other penalties, including suspension of business, website closure, removal of our applications from\nthe relevant application stores, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions\nagainst us, which may materially adversely affect our business, financial condition or results of operations.\n\n \n\n50\n\n \n\n \n\nOn\nJune 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes\ndata security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification\nand hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will\ncause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered\nwith, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure\nfor data activities that may affect national security and imposes export restrictions on certain data and information.\n\n \n\nAs\nuncertainties remain regarding the interpretation and implementation of these laws and regulations, there can be no assurance that we\nwill comply with such regulations in all respects, and we may be ordered to rectify or terminate any actions that are deemed illegal\nby regulatory authorities. We may also become subject to fines and/or other sanctions which may materially adversely affect our business,\noperations and financial condition.\n\n \n\nWhile\nwe have taken various measures to comply with applicable data privacy and protection laws and regulations, our current security measures\nand those of our third-party service providers may not always be adequate for the protection of customers, employees or company data.\nWe may be a target for computer hackers, foreign governments or cyber terrorists in the future.\n\n \n\nUnauthorized\naccess to our proprietary internal and customer data may be obtained through break-ins, sabotage, breach of secure network by an unauthorized\nparty, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of third-party\nservice providers, or other misconduct. Because the techniques used by computer programmers who may attempt to penetrate and sabotage\nproprietary internal and customer data change frequently and may not be recognized until launched against a target, we may be unable\nto anticipate these techniques.\n\n \n\nUnauthorized\naccess to our proprietary internal and customer data may also be obtained through inadequate use of security controls. Any of such incidents\nmay harm our reputation and adversely affect our business and results of operations. In addition, we may be subject to negative publicity\nabout security and privacy policies, systems, or measurements. Any failure to prevent or mitigate security breaches, cyber-attacks or\nother unauthorized access to our systems or disclosure of our customers’ data, including their personal information, could result\nin loss or misuse of such data, interruptions to the service system, diminished customer experience, loss of customer confidence and\ntrust or impairment of technology infrastructure, and harm our reputation and business, resulting in significant legal and financial\nexposure and potential lawsuits.\n\n \n\nAs\nonline insurance business evolves, we believe that increased regulation by the PRC or other governments of data privacy on the internet\nis likely. We may become subject to new laws and regulations applying to the solicitation, collection, processing or use of personal\nor consumer information that could affect how we store, process and share data with customers, partners and third-party providers. We\ngenerally strive to comply with laws and industry standards and are subject to the terms of our own privacy policies.\n\n \n\nCompliance\nwith any additional laws, along with the push for comprehensive data protection regulation, could be expensive, and may place restrictions\non the conduct of our business and the manner in which we interact with customers and ecosystem participants. Any failure by us or our\necosystem partners to comply with applicable regulations could result in regulatory enforcement actions against us and adversely impact\nour reputation.\n\n \n\n51\n\n \n\n \n\n**PRC\nregulations relating to investments in offshore companies by PRC residents may subject PRC-resident beneficial owners or the PRC Subsidiaries\nto liability or penalties, limit our ability to inject capital into the PRC Subsidiaries or limit the PRC Subsidiaries’ ability\nto increase their registered capital or distribute profits to us, or may otherwise adversely affect our business and financial condition.**\n\n \n\nOn\nJuly 4, 2014, SAFE issued the Circular on Relevant Issues Concerning Foreign Exchange Administration on Domestic Residents’ Offshore\nInvestment and Financing and Roundtrip Investment through Special Purpose Vehicles (“Circular 37”). Circular 37 replaced\nthe Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Reverse Investment Activities of Domestic\nResidents Conducted Through Offshore Special Purpose Companies (“Notice 75”), which became effective on November 1, 2005.\n\n \n\nCircular\n37 stipulates that prior to establishing or assuming control of an offshore company (the “Offshore SPV”), for financing that\nOffshore SPV with assets of, or equity interests in, an enterprise in the PRC, each PRC resident (whether a natural or legal person)\nwho is a beneficial owner of the Offshore SPV must complete prescribed registration procedures with the local branch of SAFE. Pursuant\nto Circular 37, PRC residents must amend their SAFE registrations under certain circumstances, including upon any injection of equity\ninterests in, or assets of, a PRC enterprise to the Offshore SPV or upon any material change in the capital of the Offshore SPV (including\na transfer or swap of shares, a merger or division).\n\n \n\nOn\nFebruary 13, 2015, SAFE issued the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct\nInvestment (“Notice 13”), which became effective on June 1, 2015 and was partially repealed on December 30, 2019. Notice\n13 states that local PRC banks will examine and handle foreign exchange registrations for overseas direct investment, including the initial\nforeign exchange registration and amendment registration, from June 1, 2015. However, substantial uncertainties remain with respect to\nthe interpretation and implementation of this notice by governmental authorities and banks.\n\n \n\nOn\nDecember 26, 2017, the NDRC issued the Measures for the Administration of Overseas Investment of Enterprises (“Measures 11”),\nwhich became effective from March 1, 2018. Measures 11 states that PRC enterprises must obtain approval from the NDRC or file with the\nNDRC their offshore investments made through controlled Offshore SPVs.\n\n \n\nPursuant\nto the Measures 11 and the Measures for the Administration of Outbound Investment published by the MOFCOM in September 2014, any outbound\ninvestment of PRC enterprises must be approved by or filed with MOFCOM, NDRC or their local branches. State-owned enterprises may also\nbe required to complete approval or filing procedures with state-owned assets supervision and administration authorities with respect\nto certain outbound direct investments.\n\n \n\nWe\nhave requested that our current shareholders and beneficial owners who, to our knowledge, are PRC residents complete the foreign exchange\nregistrations and that those who, to our knowledge, are PRC enterprises comply with outbound investment related regulations. However,\nwe may not be fully aware of the identities of beneficial owners who are PRC residents. We do not have control over our beneficial owners\nand cannot guarantee that all of our beneficial owners who are PRC residents will comply with the requirements under Circular 37 or related\nSAFE rules, or other outbound investment related regulations.\n\n \n\nIf\nany of our beneficial owners who are PRC residents fail to comply with Circular 37 or related SAFE rules or other outbound investment\nrelated regulations, the PRC Subsidiaries could be subject to fines and legal penalties. Failure to comply with Circular 37 or related\nSAFE rules or other outbound investment related regulations could be deemed as evasion of foreign exchange controls and subject us to\nliability under PRC law. As a result, SAFE could restrict our foreign exchange activities, including dividends and other distributions\nmade by the PRC Subsidiaries to us and our capital contributions to the PRC Subsidiaries.\n\n \n\nIf\nany of our beneficial owners who are PRC residents fail to comply with Measures 11, the investments of such beneficial owners could be\nsubject to suspension or termination, while such beneficial owners could be subject to warnings or applicable criminal liabilities. Any\nof the foregoing could materially adversely affect our operations, acquisition opportunities and financing alternatives.\n\n \n\n52\n\n \n\n \n\n**Failure\nto comply with the registration requirements for employee stock ownership plans or share option plans may subject us and our PRC equity\nincentive plan participants to fines and other legal or administrative sanctions.**\n\n \n\nPursuant\nto Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies due to their position\nas director, senior management or employee of the PRC Subsidiaries of overseas companies may submit applications to SAFE or its local\nbranches for foreign exchange registration before exercising rights. Our directors, executive officers and other employees who are PRC\nresidents that have been granted options may follow Circular 37 to apply for foreign exchange registration.\n\n \n\nWe\nand our directors, executive officers and other employees who are PRC residents that have been granted options are subject to the Notice\non Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly\nListed company, issued by SAFE in February 2012. According to the Notice, employees, directors, supervisors and other management members\nparticipating in any stock incentive plan of an overseas publicly listed company who are PRC residents must register with SAFE through\na domestic qualified agent and complete certain other procedures.\n\n \n\nFailure\nto complete SAFE registrations may subject our employees, directors, supervisors and other management members participating in our stock\nincentive plans to fines and legal sanctions or limit the PRC Subsidiaries’ ability to distribute dividends to us. Failure to complete\nSAFE registrations may also limit our ability to make payments under the share incentive plans or receive dividends or sales proceeds\nrelated thereto, or to contribute additional capital into the PRC Subsidiaries and the Affiliated Entities in China. In addition, we\nface regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees\nunder PRC law.\n\n \n\n**We\nmay be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law and may therefore be subject to\nPRC income tax.**\n\n \n\nUnder\nthe PRC Enterprise Income Tax Law effective from January 1, 2008 and last amended on December 29, 2018, as well as its implementation\nrules effective from January 1, 2008 and amended on April 23, 2019, an enterprise established outside of the PRC with a “de facto\nmanagement body” in the PRC is considered a resident enterprise and will be subject to a 25% enterprise income tax on its global\nincome. The implementation rules define the term “de facto management body” as an establishment that carries out substantial\nand overall management and control over the manufacturing and operations, personnel, accounting and properties of an enterprise.\n\n \n\nThe\nState Administration of Taxation has issued guidance, known as Circular 82, which provides certain specific criteria for determining\nwhether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Circular\n82 only applies to offshore enterprises controlled by PRC enterprises, not those, such as us, controlled by foreign enterprises or individuals.\n\n \n\nHowever,\nthe determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the\n“de facto management body” test should determine the tax resident status of offshore enterprises, regardless of whether they\nare controlled by PRC enterprises. We may be considered a PRC tax resident under the new tax law and may become subject to the uniform\n25% enterprise income tax on their global income, which could materially adversely affect their results of operations.\n\n \n\n**Dividends\npayable to foreign investors and gains on the sale of Class A Ordinary Shares by foreign investors may become subject to PRC tax law.**\n\n \n\nUnder\nthe PRC Enterprise Income Tax Law and its implementing rules, in general, a 10% PRC withholding tax is applicable to dividends payable\nto investors that are non-resident enterprises that do not have an establishment or place of business in the PRC, or have such establishment\nor place of business but the dividends are not effectively connected with such establishment or place of business, in each case to the\nextent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of Class A Ordinary Shares\nby such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in relevant tax\ntreaties, if such gain is regarded as income derived from sources within the PRC.\n\n \n\n53\n\n \n\n \n\nIf\nwe are deemed as a PRC resident enterprise, dividends paid on the Class A Ordinary Shares, and any gain realized from the transfer of\nthe Class A Ordinary Shares, will be treated as income derived from sources within the PRC and be subject to PRC taxation. Furthermore,\nif we are deemed as a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized\non the transfer of the Class A Ordinary Shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction\nor exemption set forth in applicable tax treaties.\n\n \n\nIf\nwe or any of our subsidiaries established outside China are considered a PRC resident enterprise, it is unclear whether holders of the\nClass A Ordinary Shares can claim the benefit of income tax treaties or agreements entered into between China and other countries or\nareas. If dividends payable to non-PRC investors or gains from the transfer of the Class A Ordinary Shares by such investors are subject\nto PRC tax, the value of your investment in the Class A Ordinary Shares may decline significantly.\n\n \n\n**Our\nshareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding\ncompanies.**\n\n \n\nOn\nFebruary 3, 2015, the State Administration of Taxation issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers of\nAssets by Non-PRC Resident Enterprises (“Circular 7”), which replaced or supplemented certain previous rules under the Notice\non Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises (the “Circular 698”),\nissued by the State Administration of Taxation on December 10, 2009. Circular 7 sets out a wider scope of indirect transfer of PRC assets\nthat might be subject to PRC enterprise income tax. Circular 7 also includes detailed guidelines regarding when such indirect transfer\nis considered to lack a bona fide commercial purpose and thus regarded as avoiding PRC tax. On October 17, 2017, the SAT issued the Announcement\non Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises (the “SAT Circular 37”), which came\ninto effect on December 1, 2017 and was amended on June 15, 2018. SAT Circular 37 further clarifies the practices and procedures for\nwithholding non-resident enterprise income tax.\n\n \n\nThe\nconditional reporting obligation of the non-PRC investor under Circular 698 is replaced by a voluntary reporting by the transferor, the\ntransferee or the underlying PRC resident enterprise transferred. Using a “substance over form” principle, PRC tax authorities\nmay disregard the existence of the overseas holding company if the company lacks a reasonable commercial purpose and was established\nfor the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to\nPRC enterprise income tax, currently at a rate of 10%, and the transferee has an obligation to withhold tax from the sale proceeds.\n\n \n\nGains\nfrom the sale of shares by investors through a public stock exchange are not subject to the PRC enterprise income tax pursuant to Circular\n7 where such shares were acquired in a transaction through a public stock exchange.\n\n \n\nThere\nremains uncertainty as to the application of Circular 7 and the SAT Circular 37. PRC tax authorities may determine that Circular 7 and\nthe SAT Circular 37 are applicable to offshore restructuring transactions or sale of the shares of offshore subsidiaries where non-resident\nenterprises, as the transferors, were involved. PRC tax authorities may pursue such non-resident enterprises with respect to a filing\nregarding the transactions and request the PRC Subsidiaries to assist in the filing.\n\n \n\nAs\na result, our non-resident subsidiaries in such transactions may risk being subject to filing obligations or being taxed under Circular\n7 and the SAT Circular 37, unless it can be justified that the transactions are of reasonable business purposes such as group restructuring\nor other allowed circumstances. Practically, there has been no major transaction of similar nature challenged by the PRC tax authorities.\nHowever, given the increasingly tightened tax administration in China and the uncertainties under Circular 7, we cannot assure you that\nthere is no tax reporting or settlement risk for such transactions.\n\n \n\n54\n\n \n\n \n\n**Governmental\ncontrol of currency conversion may limit the ability of us, the PRC Subsidiaries and the Affiliated Entities to utilize our net revenues\neffectively and our ability to transfer cash among the group, across borders, and to investors and affect the value of your investment.**\n\n \n\nThe\nPRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency\nout of China. The PRC Subsidiaries receive substantially all of their net revenue in Renminbi. Under the current corporate structure,\nwe primarily rely on dividend payments from the PRC Subsidiaries to fund any cash and financing requirements we may have.\n\n \n\nThe\nRenminbi is convertible under the “current account,” which includes dividends, trade and service-related foreign exchange\ntransactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we\nmay secure from or for our onshore subsidiaries or the Affiliated Entities. Certain PRC Subsidiaries may purchase foreign currency for\nsettlement of “current account transactions” without the approval of SAFE by complying with certain procedural requirements.\n\n \n\nHowever,\nPRC governmental authorities may limit or eliminate the ability of the PRC Subsidiaries and the Affiliated Entities to purchase foreign\ncurrencies for current account transactions. Foreign exchange transactions under the capital account remain subject to limitations and\nrequire approvals from, or registration with, SAFE and other relevant PRC governmental authorities.\n\n \n\nSince\na significant amount of the PRC Subsidiaries’ revenue is denominated in Renminbi, any existing and future restrictions on currency\nexchange may limit their ability to utilize cash generated in Renminbi to fund their business activities outside of the PRC or pay dividends\nin foreign currencies to the shareholders, including holders of the Class A Ordinary Shares. These restrictions may also limit our ability\nto obtain foreign currency through debt or equity financing for the PRC Subsidiaries and the Affiliated Entities.\n\n \n\n**Fluctuations\nin the value of the Renminbi may materially adversely affect your investment.**\n\n \n\nThe\nvalue of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political\nand economic conditions in China and by China’s foreign exchange policies. With the development of the foreign exchange market\nand progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes\nto the exchange rate system, and the Renminbi may appreciate or depreciate significantly against the U.S. dollar. It is difficult to\npredict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar.\n\n \n\nSignificant\nrevaluation of the Renminbi may materially adversely affect your investment. For example, to the extent that we need to convert U.S.\ndollars received from offshore financing activities into Renminbi for the operations of the PRC Subsidiaries and the Affiliated Entities,\nappreciation of the Renminbi against the U.S. dollar would decrease the Renminbi amount that we would have received from the conversion.\nConversely, if we, the PRC Subsidiaries and the Affiliated Entities convert Renminbi into U.S. dollars for the purpose of making payments\nfor dividends on the Class A Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would\nreduce the U.S. dollar amount available to us, the PRC Subsidiaries and the Affiliated Entities.\n\n \n\n55\n\n \n\n \n\nLimited\nhedging options are available in China to reduce our exposure to exchange rate fluctuations. As of the date of this annual report, we\nhave not entered into any material hedging transactions to reduce our exposure to foreign currency exchange risk. While we may enter\ninto hedging transactions in the future, the availability and effectiveness of these hedges may be limited, and we may not be able to\nadequately hedge our exposure. In addition, currency exchange losses may be magnified by PRC exchange control regulations that restrict\nour ability to convert Renminbi into foreign currency.\n\n \n\n**Trading in our securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under\nthe HFCAA if the PCAOB is unable to inspect or investigate completely our independent registered public accounting firm for two consecutive\nyears. The delisting of our securities, or the threat\nof being delisted, may materially and adversely affect the value of your investment.**\n\n \n\nThe\nHFCAA stipulates that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not\nbeen subject to inspection by the PCAOB for two consecutive years beginning in 2022, the SEC shall prohibit our securities from being\ntraded on a national securities exchange or in the over-the-counter trading market in the United States.\n\n \n\nOur current independent\nregistered public accounting firm, Marcum Asia CPAs LLP, is headquartered in New York, New York. The PCAOB has regular and complete access\nto inspect and investigate Marcum Asia CPAs LLP. Consequently, we are not currently subject to the inspection and investigation restrictions\nthat apply to firms headquartered in mainland China or Hong Kong, and we have not been identified as a Commission-identified Issuer under\nthe HFCAA.\n\n \n\nIn\naccordance with HFCAA, our securities will be delisted from the Nasdaq Stock Market, and will not be permitted for trading over the counter\nif we are identified as a Commission-identified Issuer for two consecutive years under the HFCAA and the CAA. Although the PCAOB currently\nhas full access to inspect and investigate Marcum Asia CPAs LLP, a change in our independent registered public accounting firm or an\nadverse change in the PCAOB’s ability to inspect any future auditor we retain could subject us to the HFCAA’s requirements.\nIf, in the future, we were to engage an auditor that the PCAOB determines it is unable to inspect or investigate completely for two consecutive\nyears, the SEC would identify us as a Commission-identified Issuer. In that event, our securities would be delisted from the Nasdaq Stock\nMarket and prohibited from trading over the counter in the United States.\n\n \n\nIf our securities are prohibited from trading in the United States, we cannot\nassure you that such securities will be listed on a non-U.S. exchange or that a market for our securities will develop outside of the\nUnited States. Such a prohibition would substantially impair your ability to sell or purchase our securities when you wish to do so,\nand the risk and uncertainty associated with delisting would have a negative impact on the price of our securities. Moreover, the HFCAA,\nCAA or other efforts to increase U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including\nus, and the market price of our securities could be adversely affected. Also, such a prohibition would significantly affect our ability\nto raise capital on acceptable terms, or at all, which would have a material adverse impact on our business, financial condition, and\nprospects.\n\n \n\n56\n\n \n\n \n\n**The\nenforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and results\nof operations. Failure to make adequate contributions to employee benefit plans as required by PRC regulations may subject us to penalties.**\n\n \n\nThe\nStanding Committee of the National People’s Congress enacted the Labor Contract Law in 2008, and amended it on December 28, 2012.\nThe Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary\nperiods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance,\nand collective bargaining to enhance previous PRC labor laws.\n\n \n\nUnder\nthe Labor Contract Law, an employer must sign an unlimited-term labor contract with any employee who has worked for the employer for\nten consecutive years. Furthermore, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered\ninto twice consecutively, the resulting contract, with certain exceptions, must have an unlimited term, subject to certain exceptions.\n\n \n\nWith\ncertain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires. In addition, PRC governmental\nauthorities have introduced various new labor-related regulations since the effectiveness of the Labor Contract Law. Under the PRC Social\nInsurance Law and the Administrative Measures on Housing Fund, employees must participate in pension insurance, work-related injury insurance,\nmedical insurance, unemployment insurance, maternity insurance, and housing funds. Employers must apply for social insurance registration\nand open housing fund accounts for the employees and are required, together with their employees or separately, to pay the social insurance\npremiums and housing funds for their employees.\n\n \n\nCertain\nof the PRC Subsidiaries and the Affiliated Entities have not made full contributions to social security insurance plans and housing provident\nfund for our employees in compliance with the relevant PRC regulations. As a result, we may be required to make up the contributions\nfor these plans as well as to pay late fees and fines.\n\n \n\nIn\naddition, certain of the PRC Subsidiaries and the Affiliated Entities provide social security insurance through third-party human resources\nagencies to pay social insurance premiums and make contributions to housing funds. Under the agreements entered into between the third-party\nhuman resources agencies and the PRC Subsidiaries, the Affiliated Entities and their relevant subsidiaries, the third-party human resources\nagencies are obligated to pay social insurance premiums and housing funds for employees of these entities. Such arrangement may be deemed\nas a failure to comply with the relevant PRC laws and regulations which require an employer to pay social insurance premiums and make\ncontributions to housing funds. Furthermore, if the third-party human resource agencies fail to pay the social insurance premiums or\nhousing fund contributions for and on behalf of employees as required under applicable PRC laws and regulations, the PRC Subsidiaries,\nthe Affiliated Entities and their subsidiaries may be subject to penalties imposed by the local social insurance authorities and the\nlocal housing fund management centers for failing to discharge their obligations to pay social insurance and housing funds as an employer.\nIn addition, we have accrued in the financial statements but not made full contributions to the social insurance plans and the housing\nprovident fund for employees as required by the relevant PRC laws and regulations. As of this annual report, we are not aware of any\nnotice from regulatory authorities or any claim or request from these employees in this regard.\n\n \n\nAs\nthe interpretation and implementation of these regulations are evolving, employment practices of the PRC Subsidiaries and the Affiliated\nEntities may not be at all times deemed in compliance with the regulations. As a result, these entities could be subject to penalties\nor incur significant liabilities in connection with labor disputes or investigations.\n\n \n\n**There\nare uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies\nlocated in the PRC.**\n\n \n\nShareholder\nclaims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality\nin China. For instance, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations\nor litigations initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities\nregulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the\nsecurities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.\n\n \n\n57\n\n \n\n \n\nAccording\nto Article 177 of the PRC Securities Law (the “Article 177”), which became effective in March 2020, no overseas securities\nregulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly,\nwithout PRC government approval, no entity or individual in China may provide documents and information relating to securities business\nactivities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators, which\ncould present significant legal and other obstacles to obtaining information needed for investigations and litigation conducted outside\nof China. The inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within\nChina may further increase difficulties faced by you in protecting your interests. Furthermore, as of the date of this annual report,\nthere have not been implementing rules or regulations regarding the application of Article 177, and, accordingly, it remains unclear\nas to how it will be interpreted, implemented or applied by relevant government authorities. As such, there are also uncertainties as\nto the procedures and requisite timing for the overseas securities regulatory agencies to conduct investigations and collect evidence\nwithin the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a\nrisk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from trading\nmarket within the United States. See also “—Risks Related to Our Securities—You may face difficulties in protecting\nyour interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under the law\nof the Cayman Islands, and will conduct substantially all of our operations in China, and a majority of our directors and executive officers\nwill reside outside of the United States.”\n\n \n\n**Risks\nRelated to Our Securities**\n\n \n\n**The\nprice of our securities may be volatile, and the value of our securities may decline.**\n\n \n\nWe\ncannot predict the prices at which our securities will trade. The price of our securities may not bear any relationship to any established\ncriteria of the value of our business and prospects, and the market price of our securities may fluctuate substantially. In addition,\nthe trading price of our securities have been, and is likely to continue to be volatile, and could fluctuate widely in response to various\nfactors, some of which are beyond our control. The volatility of and fluctuations in the trading price of our Class A Ordinary Shares\ncould cause you to lose all or part of your investment. Factors that could cause fluctuations in the trading price of our securities\ninclude the following:\n\n \n\n \n●\nactual\nor anticipated fluctuations in our financial condition or results of operations;\n\n \n\n \n●\nvariance\nin our financial performance from expectations of securities analysts;\n\n \n\n \n●\nchanges\nin our projected operating and financial results;\n\n \n\n \n●\nchanges\nin laws or regulations applicable to our business;\n\n \n\n \n●\nannouncements\nby our or our competitors of significant business developments, acquisitions or new offerings;\n\n \n\n \n●\nsales\nof our securities by our shareholders or warrant holders;\n\n \n\n \n●\nsignificant\nbreaches of, disruptions to or other incidents involving our information technology systems or those of our business partners;\n\n \n\n \n●\nour\ninvolvement in material litigation;\n\n \n\n \n●\nconditions\nor developments affecting the digital insurance industry in China;\n\n \n\n58\n\n \n\n \n\n \n●\nchanges\nin senior management or key personnel;\n\n \n\n \n●\nthe\ntrading volume of our securities;\n\n \n\n \n●\ngeneral\neconomic and market conditions; and\n\n \n\n \n●\nother\nevents or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.\n\n \n\n**If\nwe do not satisfy the requirements for continued listing on Nasdaq Stock Market, the Class A Ordinary Shares could be suspended for trading\nor delisted from Nasdaq.**\n\n \n\nOur\nClass A Ordinary Shares are currently listed on the Nasdaq Stock Market. The Nasdaq Listing Rules has minimum requirements that a company\nmust meet for continued listing on the Nasdaq Stock Market.\n\n \n\nOn\nJanuary 12, 2026, we received a notice (the “Notification Letter”) from Nasdaq stating that we are not in compliance with the $1.00 minimum\nbid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2). The Notification Letter has no current effect\non the listing or trading of our securities on Nasdaq. Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, our company has a\ncompliance period of 180 calendar days, or until July 13, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s\nminimum bid price requirement. In the event that our company does not regain compliance by July 13, 2026, subject to the determination\nby the staff of Nasdaq, we may be eligible for an additional 180 calendar days compliance period if it meets the continued listing requirements\nfor market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement of\nNasdaq, and provides written notice to Nasdaq of its intention to cure for the minimum bid price requirement. We may implement a reverse\nstock split to increase the bid price of our Class A Ordinary Shares, but there can be no assurance that we will regain or maintain compliance\nwith Nasdaq’s minimum bid price requirement in a timely manner.\n\n \n\nWe cannot assure\nyou that we will always be able to continue to meet the financial and corporate governance requirements to qualify for continued listing,\nincluding the minimum bid price requirement of the Nasdaq Listing Rules. The issuance and sale of any securities in the future may be\ndilutive to our existing shareholders and may cause the price of the Class A Ordinary Shares to decline, which may prevent us from being\nable to maintain compliance with the minimum bid price requirement of Nasdaq Listing Rules, and result in the Class A Ordinary Shares\nbeing suspended or delisted from the Nasdaq Stock Market. If a suspension or delisting of the Class A Ordinary Shares were to occur,\nthere would be significantly less liquidity in the suspended or delisted Class A Ordinary Shares. In addition, our ability to raise additional\ncapital through equity or debt financing would be greatly impaired.\n\n \n\n**The\nWarrants to purchase Class A Ordinary Shares will increase the number of shares eligible for future resale in the public market and result\nin dilution to our shareholders.**\n\n \n\nAs\nof the date of this annual report, there are 10,608,609 warrants issued and outstanding, consisting of 7,684,496 Public Warrants, 2,860,561\nSponsor Warrants, and 63,552 Innoven Warrants. The Warrants became exercisable 30 days after the Closing (provided that at the time\nof such exercise a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares underlying the\nPublic Warrants is effective and a prospectus relating thereto is current), and will expire five years after the Closing. A registration\nstatement on Form F-1 (Registration No. 333-274806), as amended by a post-effective amendment on Form F-3, covering the issuance of the\nClass A Ordinary Shares underlying the Warrants has been filed with the SEC. Each Warrant entitles the holder thereof to purchase one\nClass A Ordinary Share at a price of $11.50 per whole share, subject to adjustment. The Warrants may be exercised only for a whole number\nof Class A Ordinary Shares. To the extent the Warrants and the Innoven Warrants are exercised, additional Class A Ordinary Shares will\nbe issued, which will result in dilution to the then-existing holders of Class A Ordinary Shares and increase the number of shares eligible\nfor resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price\nof Class A Ordinary Shares. The exclusive forum provision in the amended and restated warrant agreement can result in increased costs\nto investors to bring a claim.\n\n \n\n59\n\n \n\n \n\n**A\nsignificant portion of our outstanding shares may be sold in the public market, which could cause the market price for our Class A Ordinary\nShares to decline.**\n\n \n\nThe\nsale of our Class A Ordinary Shares by existing shareholders in the public market, or the perception that such sales could occur, could\nincrease the volatility of the market price of the Class A Ordinary Shares or result in a significant decline in the public trading price\nof the Class A Ordinary Shares, even if our business is doing well. These sales, or the possibility that these sales may occur, also\nmight make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.\n\n \n\nThe\nlock-up restrictions applicable to former shareholder of CCT expired on March 14, 2024. Furthermore, 4,261,052 Class A Ordinary Shares\nas well as 2,860,561 Warrants (collectively, the “Sponsor Securities”) held by the Sponsor are subject to lock-up and transfer\nrestrictions pursuant to the terms of the Sponsor Support Agreement dated January 29, 2023, as amended on September 13, 2023, which may\nnot be released until the earliest of (1) the consummation of a change of control of us after the Acquisition Closing, (2) the first\ndate that the closing price of the Class A Ordinary Shares equals or is greater than $12.50 per share (as adjusted for share sub-divisions,\nshare capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period after\nthe first anniversary of Acquisition Closing, (3) with respect to twenty seven and one half percent (27.5%) of the Sponsor Securities\nsix months after the Acquisition Closing (i.e., March 14, 2024), (4) with respect to an additional twenty seven and one half percent\n(27.5%) of the Sponsor Securities twelve months after the Acquisition Closing, and (5) with respect to forty five percent (45.0%) of\nthe Sponsor Securities twenty four months after the Acquisition Closing. Following the expiration of the applicable lock-up period described\nin this this annual report and as restrictions on resale end and registration statements are available for use, the market price of the\nClass A Ordinary Shares could decline if the holders of restricted or locked up shares sell them or are perceived by the market as intending\nto sell them. These sales, or the perception in the market that such sales could occur, could reduce the market price of the Class A\nOrdinary Shares.\n\n \n\n**The\nwarrant agreement relating to the Warrants provides that we agree that any action, proceeding or claim against us arising out of or relating\nin any way to such agreement will be brought and enforced in the courts of the State of New York or the United States District Court\nfor the Southern District of New York, and that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive\nforum for any such action, proceeding or claim. This exclusive forum provision could limit warrant holders’ ability to obtain what\nthey believe to be a favorable judicial forum for disputes related to the A&R Warrant Agreement.**\n\n \n\nIn\nconnection with the Business Combination, we entered into the A&R Warrant Agreement on August 7, 2023, which relates to the Warrants.\nUnder the A&R Warrant Agreement, we, in collaboration with the warrant agent, are required to deliver Class A Ordinary Shares to\nwarrant holders, provided that they duly exercise their Warrants and make payment in accordance with the terms of the A&R Warrant\nAgreement. Disputes with warrant holders may arise in connection with the performance of our contractual obligations under the A&R\nWarrant Agreement. The A&R Warrant Agreement provides that any action, proceeding or claim against us arising out of or relating\nin any way to such agreement will be brought and enforced in the courts of the State of New York or the United States District Court\nfor the Southern District of New York, which will be the exclusive forum for any such action, proceeding or claim. This provision will\napply to claims under the Securities Act but as discussed below, will not apply to claims under the Exchange Act.\n\n \n\nSection\n27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the\nExchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision in the A&R Warrant Agreement will\nnot apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts\nhave exclusive jurisdiction. Accordingly, the exclusive forum provision does not designate the courts of the State of New York as the\nexclusive forum for any derivative action arising under the Exchange Act, as there is exclusive federal jurisdiction in that instance.\n\n \n\n60\n\n \n\n \n\nSection\n22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability\ncreated by the Securities Act or the rules and regulations thereunder. As a result, the enforceability of the exclusive forum provision\nin the A&R Warrant Agreement is uncertain, and a court may determine that such provision will not apply to suits brought to enforce\nany duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.\nFurther, compliance with the federal securities laws and the rules and regulations thereunder cannot be waived by investors in our securities.\n\n \n\nThe\nexclusive forum provision in the A&R Warrant Agreement may limit a warrant holder’s ability to bring a claim in a judicial\nforum that it finds favorable for disputes related to the A&R Warrant Agreement, which may discourage such lawsuits against us and\nour directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in\nrespect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such\nmatters in other jurisdictions, which could adversely affect our business, financial condition and results of operations and result in\na diversion of the time and resources of our management and board of directors.\n\n \n\n**Our\nWarrants may never be in the money, and they may expire worthless.**\n\n \n\nThe\nexercise price for our Warrants is $11.5 per share (subject to adjustment as described in the A&R Warrant Agreement), which exceeds\nthe market price of our Class A Ordinary Shares, which was $0.0193 based on the closing price of our Class A Ordinary Shares on Nasdaq\non April 22, 2026. **** The likelihood that warrant holders will exercise the Warrants and any cash proceeds\nthat we would receive is dependent upon the market price of our Class A Ordinary Shares. If the market price for our Class A Ordinary\nShares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their Warrants, and we are unlikely to\nreceive proceeds from the exercise of Warrants.\n\n \n\n**We\nmay redeem your unexpired the Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants\nworthless.**\n\n \n\nAfter\nthe Closing, subject to the terms of the A&R Warrant Agreement, we have the ability to redeem the outstanding Warrants at any time\nafter they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value\n(as defined in the A&R Warrant Agreement) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,\nreorganizations, recapitalizations and the like). If and when the Warrants become redeemable, we may exercise such redemption right even\nif it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the\noutstanding Assumed Public Warrants as described above could force you to (1) exercise your warrants and pay the exercise price therefor\nat a time when it may be disadvantageous for you to do so, (2) sell your warrants at the then-current market price when you might otherwise\nwish to hold your warrants or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption,\nis expected to be substantially less than the market value of the Warrants.\n\n \n\nIn\naddition, we will have the ability to redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration,\nat a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share\nsub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like). In such a case, the holders will\nbe able to exercise their warrants prior to redemption for a number of Class A Ordinary Shares determined based on the redemption date\nand the fair market value of such Class A Ordinary Shares. The value received upon exercise of the Warrants (1) may be less than the\nvalue the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher\nand (2) may not compensate the holders for the value of the warrants, including because the number of Class A Ordinary Shares to be received\nis capped at 0.361 shares of Class A Ordinary Shares per warrant (subject to adjustment) irrespective of the remaining life of the Warrants.\n\n \n\nNone\nof the Sponsor Warrants will be redeemable so long as they are held by the Sponsor or its permitted transferees. However, we will have\nthe ability to redeem the Sponsor Warrants once such Sponsor Warrants are transferred (other than to Sponsor’s permitted transferees),\nprovided that the criteria for redemption as set forth in the A&R Warrant Agreement are met.\n\n \n\n61\n\n \n\n \n\n**We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are not subject to U.S. proxy rules\nand are exempt from certain provisions applicable to U.S. domestic public companies.**\n\n \n\nWe\ncurrently report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private\nissuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public\ncompanies, including, among others, (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations\nin respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports\nof their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time, and\n(3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial\nand other specified information. In addition, foreign private issuers such as us are required to file their annual report on Form 20-F\nwithin four months of the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their\nannual report on Form 10-K within 75 days after the end of each fiscal year, and U.S. domestic issuers that are large accelerated filers\nare required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. In addition, we currently intend\nto publish our financial results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq.\nPress releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information\nwe are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC\nby U.S. domestic issuers. As a result of all of the above, you may not have the same protections afforded to shareholders of a company\nthat is not a foreign private issuer.\n\n \n\n**As\na company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance\nmatters that differ significantly from the Nasdaq Stock Market corporate governance listing standards; these practices may afford less\nprotection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporate governance listing standards.**\n\n \n\nOur\nsecurities are listed on the Nasdaq Stock Market. The Nasdaq Stock Market corporate governance listing standards permit a foreign private\nissuer such as us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman\nIslands, which is our home country, may differ significantly from the Nasdaq Stock Market corporate governance listing standards.\n\n \n\nFor\ninstance, we are not required to:\n\n \n\n \n●\nhave\na majority of the board be independent;\n\n \n \n \n\n \n●\nhave\na compensation committee or a nominations and corporate governance committee consisting entirely of independent directors; or\n\n \n \n \n\n \n●\nhave\nregularly scheduled executive sessions with only independent directors each year.\n\n \n\nWe\ndo not intend to have a compensation committee and a nominating and corporate governance committee consisting entirely of independent\ndirectors, or hold an annual meeting of shareholders. We may also continue to rely on this and other exemptions available to foreign\nprivate issuers in the future, and to the extent that we choose to do so, our shareholders may be afforded less protection than they\notherwise would have under the Nasdaq Stock Market Rules applicable to U.S. domestic issuers.\n\n \n\n62\n\n \n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under the law of the Cayman Islands, and will conduct substantially all of our operations in China, and a majority\nof our directors and executive officers will reside outside of the United States.**\n\n \n\nWe\nare an exempted company limited by shares incorporated under the laws of the Cayman Islands. We conduct a majority of our operations\nthrough the PRC Subsidiaries and the Affiliated Entities in China. Substantially all of our assets are located outside of the United\nStates. A majority of our officers and directors reside outside the United States and a substantial portion of the assets of those persons\nare located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against the us\nor against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under\nthe applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands\nand of the PRC could render you unable to enforce a judgment against the relevant assets or the assets of the relevant directors and\nofficers.\n\n \n\nIn\naddition, our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Cayman Companies\nAct and the common law of the Cayman Islands. The rights of investors to take action against our directors, actions by minority shareholders\nand 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\nIslands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands\nas well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court\nin the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as\nclearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular,\nthe Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more\nfully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may\nnot have standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain\ncopies of lists of shareholders of these companies (save for the memorandum and articles of association, the register of mortgages and\ncharges, and special resolutions of our shareholders). Our directors have discretion under the Amended and Restated Memorandum and Articles\nof Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but\nwe are not obliged to make them available to the shareholders. This may make it more difficult for you to obtain the information needed\nto establish any facts necessary for a shareholder’s motion or to solicit proxies from other shareholders in connection with a\nproxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to\ncorporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations\napplicable to U.S. domestic issuers. See “—As a company incorporated in the Cayman Islands, we are permitted to adopt certain\nhome country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance\nlisting standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq\nStock Market corporate governance listing standards.”\n\n \n\nAs\na result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by\nmanagement, members of the board of directors or controlling shareholders than they would as Public Shareholders of a company incorporated\nin the United States.\n\n \n\n63\n\n \n\n \n\n**The\nAmended and Restated Memorandum and Articles of Association contain certain provisions, including anti- takeover provisions that limit\nthe ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.**\n\n \n\nThe\nAmended and Restated Memorandum and Articles of Association contain provisions that could have the effect of rendering more difficult,\ndelaying, or preventing an acquisition that shareholders may consider favorable, including transactions in which shareholders might otherwise\nreceive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future\nfor the Class A Ordinary Shares, and therefore depress the trading price of the Class A Ordinary Shares. These provisions could also\nmake it difficult for shareholders to take certain actions, including electing directors who are not nominated by us or taking other\ncorporate actions, including effecting changes in our management. See “Item 10. Additional Information—B. Memorandum and\nArticles of Association.” These provisions, alone or together, could delay or prevent hostile takeovers and changes in control\nor changes in our board of directors or management.\n\n \n\n**A\nmarket for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.**\n\n \n\nThe\nprice of our securities has fluctuated, and may continue to fluctuate significantly due to the market’s reaction to our financial\nperformance, results of operations, and general market and economic conditions. An active trading market for our securities may not be\nsustained. In addition, the price of our securities may vary due to general economic conditions and forecasts, our general business condition\nand the release of our financial reports. Additionally, if our securities are delisted from the Nasdaq Stock Market and are quoted on\nover-the-counter market, the liquidity and price of our securities may be more limited than if our securities were quoted or listed on\nthe Nasdaq Stock Market or another national securities exchange. You may be unable to sell your securities unless a market can be established\nor sustained.\n\n \n\n**If\nsecurities or industry analysts do not publish or cease publishing research or reports about us, our business, our market or competitors,\nor if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.**\n\n \n\nThe\ntrading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about\nus, our business, our market or competitors. If any of the analysts who may cover us change their recommendation regarding our securities\nadversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline.\nIf any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in\nthe financial markets, which could cause the price or trading volume of our securities to decline.\n\n \n\n**Additional\ndisclosure requirements to be adopted by and regulatory scrutiny from the SEC in response to risks related to companies with substantial\noperations in China could increase our compliance costs, subject it to additional disclosure requirements, and/or suspend or terminate\nour future securities offerings, resulting in difficulties in our capital-raising efforts.**\n\n \n\nOn\nJuly 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of\nthe SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating\ncompanies before their registration statements will be declared effective. As such, we may be subject to additional disclosure requirements\nand review that the SEC or other regulatory authorities in the United States may adopt for companies with China-based operations, which\ncould increase our compliance costs, subject us to additional disclosure requirements, and/or suspend or terminate our future securities\nofferings, resulting in difficulties in our capital-raising efforts.\n\n \n\n**If\nwe fail to implement and maintain effective internal controls to remediate the material weaknesses over financial reporting, we may be\nunable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the\nmarket price of the Class A Ordinary Shares may be materially adversely affected.**\n\n \n\nIn\nconnection with the audit of our consolidated financial statements for the years ended December 31, 2023, 2024 and 2025, we and our independent\nregistered public accounting firms identified two material weaknesses in our internal control over financial reporting. As defined in\nthe standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal\ncontrol over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial\nstatements will not be prevented or detected on a timely basis.\n\n \n\n64\n\n \n\n \n\nThe\nmaterial weaknesses that have been identified relate to (1) our lack of sufficient accounting and financial reporting personnel with\nrequisite knowledge of and experience in the application of U.S. GAAP related to accounting treatment for certain equity transactions,\nleases and expected credit losses of receivables, and (2) our lack of formal financial closing policies and effective control over the\nperiodic financial closing procedures and the preparation and review of the consolidated financial statements, which resulted in adjustments\nrelated to revenue, cost of sales, expenses cut-off and disclosures to the financial statements. We are in the process of implementing\na number of measures to address the material weaknesses identified. See “Item 15. Controls and Procedures—Internal Control\nover Financial Reporting.” However, we cannot guarantee that these measures may fully remediate the material weaknesses in our\ninternal control over financial reporting, or we may not be able to conclude that they have been fully remediated.\n\n \n\nWe\nare subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the Nasdaq Stock\nMarket. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal\ncontrols over financial reporting. Commencing with our fiscal year ended December 31, 2025, we must perform system and process evaluation\nand testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls\nover financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. See “Item\n15. Disclosure Controls and Procedures” for details.\n\n \n\nOnce\nwe cease to be an “emerging growth company” as the term is defined in the JOBS Act, our independent registered public accounting\nfirm must attest to and report on the effectiveness of our internal control over financial reporting. Our management and independent\nregistered public accounting firm may conclude that our internal control over financial reporting is not effective. As a result, we may\nincur significant expenses and devote substantial effort to expand our accounting and finance functions. We were previously not required\nto test our internal controls within a specified period, and as a result, we may experience difficulty in meeting these reporting requirements\nin a timely manner.\n\n \n\nOur\ninternal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed\nand operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of\nthe inherent limitations in control systems, misstatements due to error or fraud could occur in the future, and a control system could\nfail to detect control issues and fraud.\n\n \n\nIf\nwe fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or to maintain proper and effective\ninternal controls, we may not produce accurate financial statements in a timely manner. As a result, the market price of the Class A\nOrdinary Shares may decline and we could be subject to sanctions or investigations by the Nasdaq Stock Market, SEC or other regulatory\nauthorities.\n\n \n\n**Our\nprincipal shareholders, including our founder Mr. Lei Zhang, have the ability to exert significant influence over important corporate\nmatters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for the Class A Ordinary\nShares and materially reduce the value of your investment.**\n\n \n\nOur\noutstanding share capital consists of Class A Ordinary Shares and Class B Ordinary Shares. On a poll, each Class A Ordinary Share is\nentitled to one vote and each Class B Ordinary Share is entitled to three votes at general meetings of our shareholders. As of the date\nof this annual report, Mr. Lei Zhang beneficially owns all of Class B Ordinary Shares, representing approximately 22.4% of our issued\nand outstanding share capital, and approximately 46.4% of voting power. This concentration of ownership and the protective provisions\nin the Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change in control, which could\nhave the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares as part of a sale and reducing\nthe price of the Class A Ordinary Shares. As a result of the foregoing, the value of your investment could be materially reduced.\n\n \n\n65\n\n \n\n \n\n**The\nissuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise\nwill dilute all other shareholders.**\n\n \n\nWe\nexpect to issue additional share capital in the future that will result in dilution to all other shareholders. We also expect to grant\nequity awards to key employees under the 2023 Equity Incentive Plan. We may also raise capital through equity financings in the future.\nAs part of our business strategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities\nto pay for any such acquisition or investment. Any such issuances of the additional share capital may cause shareholders to experience\nsignificant dilution of their ownership interests and the per share value of the Class A Ordinary Shares to decline.\n\n \n\n**We\ndo not intend to pay dividends before we become profitable, and as a result, your ability to achieve a return on your investment in the\nforeseeable future will depend on appreciation in the price of the Class A Ordinary Shares.**\n\n \n\nWe\ndo not intend to pay any cash dividends before we become profitable, which may not occur in the foreseeable future. Any determination\nto pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need to rely on sales of the\nClass A Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment.\n\n \n\n**We\nare an “emerging growth company,” and the reduced reporting and disclosure requirements applicable to emerging growth companies\nmay make our securities less attractive to investors.**\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various\nreporting requirements that are applicable to other public companies that are not “emerging growth companies,” including\nthe auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, disclosure obligations regarding executive compensation\nin our periodic reports and proxy statements, and the requirements of holding a nonbinding advisory vote on executive compensation and\nshareholder approval of any golden parachute payments not previously approved.\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable. We do not intend to opt out of such extended\ntransition period, which means that when a standard is issued or revised and it has different application dates for public or private\ncompanies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised\nstandard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of\nthe potential differences in accounting standards used.\n\n \n\nWe\nwill remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (i) following the fifth anniversary\nof the consummation of the Business Combination, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii)\nin which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates\nexceeds $700 million as of the last business day of our most recently completed second fiscal quarter; and (2) the date on which we have\nissued more than $1.00 billion in non-convertible debt securities during the prior three-year period.\n\n \n\n66\n\n \n\n \n\nInvestors\nmay find our securities less attractive, and there may be a less active trading market for our securities, and the price of such securities\nmay be more volatile.\n\n \n\n**We\nwill incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time\nto comply with a public company’s responsibilities and corporate governance practices.**\n\n \n\nAs\na public company, we will incur significant legal, accounting and other expenses, which we expect to further increase after we are no\nlonger an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act,\nthe continued listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public\ncompanies. Our management and other personnel are not experienced in managing a public company and will be required to devote a substantial\namount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance\ncosts and will make some activities more time-consuming and costly.\n\n \n\nIn\nthe past, shareholders of some public companies brought securities class action suits against these companies following periods of instability\nin the market price of these companies’ securities. Our involvement in a class action suit could divert a significant amount of\nour management’s attention and other resources from our business, which could harm our results of operations and require us to\nincur significant expenses to defend the suit.\n\n \n\nAny\nsuch class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.\nIn addition, if a claim is successfully made against us, we may be required to pay significant damages, which could materially adversely\naffect our financial condition and results of operations.\n\n \n\n**If\nwe are characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, U.S. Holders\nmay experience adverse U.S. federal income tax consequences.**\n\n \n\nBased\non the composition of our income and assets and the estimated value of our assets, we do not believe we were a PFIC for the most recent\ntaxable year ended December 31, 2025.\n\n \n\nA\nnon-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least\n75% of its gross income for such year is passive income or (2) at least 50%of the value of its assets (generally based on an average\nof the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive\nincome. Although the law in this regard is unclear, we treat the VIEs as being owned by us for U.S. federal income tax purposes, not\nonly because we exercise significant influence over the operation of such entities but also because we are entitled to substantially\nall of their economic benefits, and, as a result, we consolidate their results of operation in our financial statements. Assuming that\nwe are the owner of the VIEs for United States federal income tax purposes and based upon our historical income and assets, we do not\nbelieve that we were classified as a PFIC for the fiscal year ended December 31, 2025. However, the application of the PFIC rules is\nsubject to uncertainty in several respects, and there can be no assurance that the Internal Revenue Service (the “IRS”) will\nnot take a contrary position or that a court will not sustain such a challenge by the IRS.\n\n \n\nWhether\nwe (or any of our subsidiaries) are or will become a PFIC for the current or any subsequent taxable year is a factual determination that\ndepends on, among other things, the composition of our income and assets (which may differ from our historical results and current projections)\nand the market value of our securities. If we retain significant amounts of liquid assets or if our market capitalization declines, our\nrisk of being classified as a PFIC may substantially increase. The PFIC status is a factual determination that must be made annually\nat the close of each taxable year, and, thus, we cannot assure you that we will not be a PFIC for the current or subsequent taxable years.\n\n \n\nIf\nwe (or any of our subsidiaries) are a PFIC for any taxable year, a U.S. Holder of our securities may be subject to adverse tax consequences\nand may incur certain information reporting obligations. For a further discussion, see “Item.10 Additional Information—E.\nTaxation— United States Federal Income Taxation—Passive foreign investment company rules.” U.S. Holders\nof our securities are strongly encouraged to consult their tax advisors regarding the potential application of these rules to us and\nthe ownership of our securities.\n\n \n\n67"}