{"url_path":"/sec/ccgww/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":31627,"has_tables":true,"body_markdown":"**ITEM\n4. INFORMATION ON THE COMPANY**\n\n \n\n**A.**\n**History\nand Development of the Company**\n\n \n\n**Corporate\nHistory**\n\n \n\nThe\nVIE commenced our auto insurance business in September 2014. In September 2018, CCT was incorporated under the laws of the Cayman Islands\nas the ultimate offshore holding company of its PRC Subsidiaries. In October 2018, Cheche HK, a wholly-owned subsidiary in Hong Kong,\nwas established. In October 2018, Cheche HK established WFOE, Cheche Ningbo, a wholly-owned subsidiary in the PRC. In December 2020,\nCheche HK established another wholly-owned subsidiary in the PRC, Baodafang.\n\n \n\nWe\nconduct our business in China primarily through the Affiliated Entities, which operate the relevant applications and website, www.chechegroup.com.\nDue to PRC laws and regulations restricting foreign ownership of companies that engage in internet and other related businesses, WFOE\nhas entered into a series of contractual arrangements with the VIE and its shareholders. The VIE holds ICP licenses as an internet content\nprovider in China. As a result of our direct ownership in WFOE and the contractual arrangements with the VIE, we are considered the primary\nbeneficiary of the VIE. We treat the Affiliated Entities as our consolidated affiliated entities under U.S. GAAP, and have consolidated\nthe financial results of these entities in its consolidated financial statements in accordance with U.S. GAAP. Consolidation of VIE under\nU.S. GAAP generally occurs if we or our subsidiaries (1) have an economic interest in the VIE that provides significant exposure to potential\nlosses or benefits from the VIE and (2) have power over the most significant economic activities of the VIE. See “—C. Organizational\nStructure—Contractual Arrangements with the VIE and its Shareholders.”\n\n \n\nWe\nare an exempted company incorporated in the Cayman Islands with limited liability on January 3, 2023. Our principal executive office\nis 8/F, Desheng Hopson Fortune Plaza, 13-1 Deshengmenwai Avenue, Xicheng District, Beijing 100088, People’s Republic of China and\nits telephone number is +86 10 5083-0911. Our website address is IR@chechegroup.com. The information contained on the website does not\nform a part of, and is not incorporated by reference into, this annual report.\n\n \n\n**Business\nCombination with Prime Impact**\n\n \n\nOn\nSeptember 14, 2023, we consummated the business combination with Prime Impact, pursuant to the Business Combination Agreement dated January\n29, 2023, by and among Prime Impact, the Company, Merger Sub, and CCT. Following the Business Combination, our Class A Ordinary Shares\nand the Warrants to purchase our Class A Ordinary Shares are listed on Nasdaq under the symbols “CCG” and “CCGWW,”\nrespectively.\n\n \n\nPursuant\nto the Business Combination Agreement, the Business Combination were effected in two steps. On September 14, 2023 (the “Closing\nDate”), (1) Prime Impact merged with and into the Company (the “Initial Merger”), with the Company surviving the Initial\nMerger as a publicly traded entity (the time at which the Initial Merger became effective is referred to herein as the “Initial\nMerger Effective Time”); and (2) immediately following the Initial Merger, Merger Sub merged with and into CCT (the “Acquisition\nMerger” and, together with the Initial Merger, the “Mergers,” and together with all other transactions contemplated\nby the Business Combination Agreement, the “Business Combination”), with CCT surviving the Acquisition Merger as a wholly\nowned subsidiary of the Company.\n\n \n\n68\n\n \n\n \n\nAt\nthe Initial Merger Effective Time, pursuant to the Initial Merger: (1) each ordinary share of the Company, par value $0.00001 per share,\nissued and outstanding immediately prior to the Initial Merger Effective Time were redeemed for par value; (2) each then issued and outstanding\nClass A ordinary share of Prime Impact, par value $0.0001 per share and Class B ordinary share of Prime Impact, par value $0.0001 per\nshare, were canceled and convert automatically, on a one-for-one basis, into one Class A ordinary share of the Company, par value $0.00001\nper share (the “Class A Ordinary Shares”); and (3) each then issued, outstanding and unexercised whole warrant exercisable\nfor one Class A ordinary share of Prime Impact (including public warrants sold as part of the units in Prime Impact’s initial public\noffering, and warrants sold to the Sponsor) were assumed and converted automatically into one whole warrant exercisable for one Class\nA Ordinary Share (each resulting warrant, a “Warrant”).\n\n \n\nOn\nthe Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”),\neach preferred share of CCT then issued and outstanding immediately prior to the Acquisition Merger Effective Time were converted automatically\ninto a number of ordinary shares, par value $0.00001 per share, of CCT at the then-effective conversion rate in accordance with CCT’s\nsixth amended and restated articles of association (the “Conversion”).\n\n \n\nAt\nthe Acquisition Merger Effective Time, pursuant to the Acquisition Merger: (1) each ordinary share of CCT, par value $0.00001 per share\n(the “CCT Ordinary Shares”), including CCT Ordinary Shares resulting from the Conversion, that were (i) then issued and outstanding\nand (ii) held in CCT’s treasury, were canceled and converted into the right to receive a number of Class A Ordinary Shares based\non the Per Share Merger Consideration (as defined in the Business Combination Agreement); (2) each then issued and outstanding CCT Ordinary\nShare held by Mr. Lei Zhang and Mutong Holding Limited (“CCT Founder Shares”) were canceled and converted into the right\nto receive a number of Class B ordinary shares of the Company, par value $0.00001 per share (the “Class B Ordinary Shares”),\nbased on the Per Share Merger Consideration; (3) each outstanding and unexercised warrant of CCT were assumed by the Company and converted\ninto a warrant to acquire Class A Ordinary Shares; (4) each CCT option to purchase a CCT Ordinary Share that was outstanding and unexercised\nwere assumed and converted into an option to purchase such number of Class A Ordinary Shares based on the Per Share Merger Consideration;\nand (5) each CCT restricted share that was issued and outstanding were converted into such number of Class A Ordinary Shares based on\nthe Per Share Merger Consideration, subject to the terms and conditions that applied to the corresponding CCT restricted share awards.\n\n \n\n**Additional\nAgreements in connection with the Business Combination**\n\n \n\nThis\nsection describes the material provisions of certain additional agreements entered into pursuant to or in connection with the Business\nCombination Agreement.\n\n \n\n*Shareholder\nSupport Agreement*\n\n \n\nIn\nconnection with the execution of the Business Combination Agreement, CCT has delivered to Prime Impact the Shareholder Support Agreement,\npursuant to which, among other things, the Written Consent Parties (as defined in the Shareholder Support Agreement), whose ownership\ninterests collectively represent the outstanding CCT Ordinary Shares and CCT Preferred Stock (voting on an as-converted basis) sufficient\nto approve the Business Combination on behalf of CCT, will agree to support the approval and adoption of the transactions contemplated\nby the Business Combination Agreement, including agreeing to execute and deliver the Written Consent within 48 hours of the Registration\nStatement becoming effective. The Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective\nTime, (b) the date of the termination of the Business Combination Agreement in accordance with its terms, and (c) the effective date\nof a written agreement of Prime Impact, CCT, and the Written Consent Parties terminating the Support Agreement. For details for the terms\nof the Shareholder Support Agreement, please refer to Exhibit 4.12 to this annual report.\n\n \n\n*Release\nof Lock-up and Transfer Restrictions*\n\n \n\nOn\nSeptember 12, 2023, we, Prime Impact and CCT entered into certain irrevocable waiver to release, on a pro rata basis, 2,874,556 Class\nA Ordinary Shares to be issued to existing shareholders of the CCT from the lock-up and transfer restrictions set forth under Section\n2.1 (b) of certain Shareholder Support Agreements to satisfy the initial listing requirements of the Nasdaq Capital Market. For details\nfor the terms of the irrevocable waiver, please refer to Exhibit 4.16 to this annual report.\n\n \n\n69\n\n \n\n \n\n*Sponsor\nSupport Agreement*\n\n \n\nIn\nconnection with the execution of the Business Combination Agreement, the Sponsor and certain officers, directors and advisors of Prime\nImpact entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with Prime Impact and the Company, pursuant\nto which, among other things, certain of Prime Impact’s officers and directors have agreed to (a) waive the anti-dilution rights\nset forth in Prime Impact’s organizational documents, (b) vote all of their Prime Impact Class A ordinary shares and Prime Impact\nClass B ordinary shares in favor of the Business Combination and (c) waive, for no consideration, their redemption rights with respect\nto their Prime Impact Class B ordinary shares and any public shares they own in connection with the consummation of the Business Combination.\n\n \n\nIn\nconnection with the Business Combination, Sponsor agrees to (1) forfeit and surrender, for no consideration, 2,557,736 of its Prime Impact\nClass B ordinary shares and 2,860,561 Prime Impact warrants prior to the Initial Merger, (2) if the Aggregate Capital Raised (as defined\nin the Sponsor Support Agreement) is less than $50 million, forfeit and surrender, for no consideration, effective as of immediately\nprior to the Initial Merger Effective Time, an additional 1,203,315 Prime Impact founder shares. The Sponsor and certain officers and\ndirectors of Prime Impact have agreed, among other things, to impose certain transfer restrictions with respect to the Prime Impact founder\nshares as follows: (a) the Lockup Shares will be subject to a six month lock-up; and (b) the Lockup Shares will be released from such\nlockup if Class A Ordinary Shares equals or exceeds $12.50 for at least 20 trading days out of any 30 consecutive trading days commencing\nafter the Closing Date. If earlier, each of the foregoing lock-up periods would terminate on the date after the Closing on which a Change\nof Control (as defined in the Sponsor Support Agreement) of the Company occurs.\n\n \n\nOn\nSeptember 13, 2023, the Sponsor, Prime Impact, CCT and the Company entered into an amendment to the Sponsor Support Agreement, pursuant\nto which the Sponsor agreed, among other things, that it shall not transfer the 4,261,052 Class A Ordinary Shares held by the Sponsor\n(the “Sponsor Shares”), as well as 2,860,561 Warrants held by the Sponsor (the “Sponsor Warrants,” and together\nwith the Sponsor Shares, the “Sponsor Securities”) until the earlier of (1) the consummation of a change of control of us\nafter the Acquisition Closing, (2) the first date that the closing price of the Class A Ordinary Shares equals or is greater than $12.50\nper share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading\ndays within any 30- trading day period after the first anniversary of Acquisition Closing, (3) with respect to twenty seven and one half\npercent (27.5%) of the Sponsor Securities six months after the Acquisition Closing, (4) with respect to an additional twenty seven and\none half percent (27.5%) of the Sponsor Securities twelve months after the Acquisition Closing, and (5) with respect to forty five percent\n(45.0%) of the Sponsor Securities twenty four months after the Acquisition Closing.\n\n \n\nFor\ndetails for the terms of the Sponsor Support Agreement and its amendment, please refer to Exhibits 4.13 and 4.14 to this annual report.\n\n \n\n*A&R\nRegistration Rights Agreement*\n\n \n\nIn\nconnection with the Acquisition Closing, the IPO Registration Rights Agreement were amended and restated, and the Company and the Registration\nRights Holders entered into the A&R Registration Rights Agreement on September 14, 2023. Pursuant to the A&R Registration Rights\nAgreement, we have agreed that, within 30 days after the Closing Date (or within 90 days following the Closing Date if we are required\nto include therein additional financial information that is not included in the Registration Statement at the time of the Closing), we\nwill use commercially reasonable efforts to file with the SEC (at our sole cost and expense) the resale registration statement (the “Resale\nRegistration Statement”), and we will use our commercially reasonable efforts to have the Resale Registration Statement declared\neffective as soon as reasonably practicable after the filing thereof. In certain circumstances, certain shareholders that are parties\nto the A&R Registration Rights Agreement can demand up to three underwritten offerings, and all of holders of Registration Rights\ncan demand three block trades within any 12-month period and will be entitled to customary piggyback registration rights. For details\nfor the terms of the A&R Registration Rights Agreement, please refer to Exhibit 4.2 to this annual report.\n\n \n\n70\n\n \n\n \n\n*PIPE\nand Backstop Agreements*\n\n \n\nOn\nSeptember 11, 2023, the Company entered into a certain Subscription Agreement (the “Subscription Agreement”) with Prime Impact\nand certain leading global investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor agreed\nto subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investor, an aggregate of 1,300,000 Class A Ordinary\nShares, at a purchase price equal to $10.00 per share (the “Private Placement”) in connection with a financing effort related\nto the transactions contemplated by the Business Combination Agreement. The Private Placement was closed concurrently with the closing\nof the Business Combination.\n\n \n\nIn\naddition to the Private Placement, on September 11, 2023, the Company entered into a certain Backstop Agreement (the “Backstop\nAgreement”) with Prime Impact and a certain investor (the “Backstop Investor”), pursuant to which, among other things,\nthe Backstop Investor agreed (1) to purchase Class A ordinary shares of Prime Impact with an aggregate market value of no less than US$5.0\nmillion (“SPAC Shares”) in open market or private transactions, (2) not to redeem or transfer any SPAC Shares purchased pursuant\nto the Backstop Agreement until and after the consummation of the Business Combination, and (3) to subscribe for and purchase an aggregate\nof 500,000 Class A Ordinary Shares, at a purchase price equal to $10.00 per share (the “Backstop Private Placement”) in connection\nwith a financing effort related to the transactions contemplated by the Business Combination Agreement.\n\n \n\nOn\nSeptember 14, 2023, the Company entered into a certain Sponsor Subscription Agreement (the “Sponsor Subscription Agreement”)\nwith Prime Impact and the Sponsor, pursuant to which, among other things, the Sponsor agreed to subscribe for and purchase, and the Company\nagreed to issue and sell to the Sponsor, an aggregate of 634,228 Class A Ordinary Shares, at a purchase price equal to $10.00 per share\n(the “Sponsor Private Placement”) in connection with the settlement of the SPAC transaction expenses as contemplated under\nthe Business Combination Agreement and a letter agreement by and among, Company, Prime impact and other relevant parties. The Sponsor\nPrivate Placement was closed concurrently with the closing of the Business Combination.\n\n \n\nFor\ndetails for the terms of the Subscription Agreement, the Backstop Agreement and the Sponsor Subscription Agreement, please refer to Exhibits\n4.3, 4.4 and 4.5 to this annual report.\n\n \n\n*Letter\nAgreement*\n\n \n\nOn\nSeptember 13, 2023, the Sponsor, Prime Impact, CCT and the Company entered into a letter agreement pursuant to which, among other things,\nthe parties agreed that following the consummation of the Business Combination, the greater of (i) the sum of (1) the balance of Trust\nFund following the exercise of Redemption Rights on September 8, 2023 (which, for the avoidance of doubt, shall not include any reversal\nof Redemption Rights after September 8, 2023), and (2) US$1.0 million funded by the Company, and (ii) the balance of Trust Fund following\nthe exercise of Redemption Rights as of the Closing minus the reversal of Redemption Rights effected by the Backstop Investor (as defined\nin the Backstop Agreement), shall be used for the payment of the SPAC Transaction Expenses (including any promissory note extended by\nthe Sponsor to SPAC) (such greater amount, the “Closing Trust Amount”). As a result, each of Prime Impact, the Company, CCT\nand the Sponsor agreed that the Overage Amount, as previously defined in Section 9.03 of the Business Combination Agreement, shall now\nmean the excess of (1) SPAC Transaction Expenses, over (2) the combined proceeds from (x) the Closing Trust Amount, plus (y) the gross\nproceeds raised from the portion of the PIPE Investment that was procured through the efforts led by the SPAC, its Affiliates and/or\nRepresentative. The Overage Amount shall be borne and paid by the Sponsor, in exchange for such number of Class A Ordinary Shares equal\nto the quotient obtained by dividing (1) the Overage Amount, by (2) US$10.00, in each case, pursuant to the terms and conditions of a\nsubscription agreement consistent with the terms of the subscription agreements entered into pursuant to the Private Placement. For details\nfor the terms of the letter agreement, please refer to Exhibit 4.17 to this annual report.\n\n \n\n71\n\n \n\n \n\n**B.**\n**Business\nOverview**\n\n \n\n*Unless\nthe context otherwise requires, all references in this section to “we,” “us,” or “our” refer collectively\nto CCT, the PRC Subsidiaries and the Affiliated Entities prior to the completion of the Business Combination and Cheche Group Inc., the\nPRC Subsidiaries and the Affiliated Entities following the consummation of the Business Combination.*\n\n \n\n**Overview**\n\n \n\nWe\nare an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operation. We carry\nout our business in China primarily through WFOE and our contractual arrangements, commonly known as the VIE Structure, with the Affiliated\nEntities. See “—C. Organizational Structure—Contractual Arrangements with the VIE and its Shareholders.” Capitalizing\non our leading position in auto insurance transaction services, we have evolved into a nationally leading platform with a nationwide\nnetwork that offers a full suite of services and products for digital insurance transactions and insurance SaaS solutions in China.\n\n \n\nChina’s\nauto insurance market is one of the largest ones in the world. However, for years the way that insurance policies have been quoted,\ncompared, underwritten and purchased remained opaque, cumbersome and manual. See “—Market Opportunities.” We started\nour business in 2014 with the goal of transforming China’s auto insurance market and digitalizing the end-to-end insurance purchase\nprocess in a way that is transparent, accessible and efficient. Since our inception, we have consistently invested in data technology\nto improve the way insurance carriers attract and connect with consumers online as digitalization in China’s insurance market accelerates.\n\n \n\nWe\noffer unified, cloud-based platform that we believe delivers considerable value propositions to each of the participants in our ecosystem,\nincluding insurance carriers, insurance intermediaries, third-party platforms, referral partners and consumers. These participants access\nand utilize our flagship digital insurance transaction products Easy-Insur (*车保易*) and NEV Insurance Solution,\nas well as the insurance SaaS solution products Digital Surge (*澎湃保*) and Sky Frontier (*天境*)\non our platform, respectively. These products are designed and programmed in different forms, including mobile, web, WeChat and third-party\napplications. The open architecture of our platform also enables interoperability of these products with numerous applications, systems\nand other offerings adopted by our ecosystem participants.\n\n \n\nHarnessing\nthe power of technology and our nationwide service network, the digital insurance transaction products offered on our platform connect\nour ecosystem participants through diversified referral and marketing channels:\n\n \n\n \n●\n*Integration\nwith insurance carriers’ systems*. As of December 31, 2025, we had integrated our platform with the core technology systems\nof approximately 60 insurance carriers in China. We are one of the very few innovative digital platforms for auto insurance transaction\nservices that connects to the core technology systems of all of China’s top 20 property and casualty (“P&C”) insurance\ncarriers in terms of gross written premiums in 2021, according to iResearch. This allows us to swiftly provide quotes from multiple insurance\ncarriers and reduce the time and cost required to issue and deliver insurance policies to consumers.\n\n \n\n \n●\n*Nationwide\nservice network with deep local penetration*. We own an extensive nationwide service network, with 108 branches licensed to sell insurance\npolicies in 25 provinces, autonomous regions and municipalities in China as of December 31, 2025. As of the same date, our local branches\nhad entered into over 1,800 contracts with insurance carrier customers. Through our service network, we build and strengthen relationships\nwith insurance carrier customers, our referral partners, other ecosystem participants and local regulatory authorities. This is crucial\nfor ascertaining and negotiating localized, competitive terms for insurance policies, while keeping abreast of the evolving needs of\nour ecosystem participants and adapting quickly to the changing regulatory environment.\n\n \n\n72\n\n \n\n \n\n \n●\n*Cooperation\nwith third-party platforms and referral partners*. As of December 31, 2025, we maintained collaboration with over 700 third-party\nplatforms and approximately 1.4 million insurance referral partners to expand the platform’s user base. Our third-party platform\npartners include automotive industry players, such as leading NEV manufacturers, ride-hailing and consumer internet companies. Our referral\npartners mainly include insurance brokers and auto service professionals. Cooperation with third-party platforms and referral partners\nallows us to expand the reach of our platform cost-effectively by serving the large and growing customer base of our third-party platform\nand referral partners. We also enable third-party platforms and referral partners to better serve their customers, diversify their income\nsources and achieve better economics.\n\n \n\nWe\nhave diversified our platform with a broad and growing suite of non-auto insurance products. Our strong foothold in the auto insurance\nmarket and trusted brand helps to expand product offerings and enhance cross-selling potential as our platform grows. Through Easy-Insur,\nwe offered approximately 71 non-auto insurance types underwritten by a broad range of insurance carriers, covering approximately 20,300\ninsurance products, including both standard and customized non-auto products, such as non-auto P&C products as of December 31, 2025.\n\n \n\nWe\nare also an innovator in China’s insurance SaaS solutions market. We have leveraged our technology capabilities and understanding\nof China’s insurance industry to develop and launch two cloud-based SaaS solution products for insurance carriers and intermediaries.\nOne SaaS solution product is an intelligent one-stop SaaS solution product that helps insurance intermediaries enhance operating efficiency\nand meet evolving regulatory requirements, while the other is an AI-based, analytics-driven recommendation SaaS engine that helps insurance\ncarriers optimize underwriting and pricing strategies through market analytics and insights.\n\n \n\nOur\nplatform is powered by data. Through machine learning, we analyze a substantial amount of data to gain insights into the underwriting\nguidelines of insurance carriers and the needs and preferences of our referral partners, consumers and other ecosystem participants.\nThis enables us to facilitate the underwriting approval process, enhance user experience and provide pricing recommendations to insurance\ncarriers. As we continue to process data, our algorithms have become more powerful, which is a trend we expect to continue. We believe\nthat our data analytics capabilities give us a significant competitive advantage.\n\n \n\nOur\ndata processing and analytics capabilities are supported by our advanced technology infrastructure. Our technology systems use an automated\noperations, maintenance and management framework. These systems are agnostic and can easily integrate with the vast majority of types\nof IT infrastructure used by insurance carriers and allow for automating smooth and uninterrupted periodic upgrades without human intervention.\n\n \n\nWe\nhave created a unique ecosystem with powerful, self-reinforcing network effects. Our ecosystem participants include insurance carriers,\nthird-party platforms, referral partners, insurance intermediaries and consumers. See “—Ecosystem” for our value proposition\nfor each type of ecosystem participant.\n\n \n\nWe\nhave scaled our business in a capital-efficient manner. We facilitated the issuance of insurance policies with written premiums of RMB22.6\nbillion, RMB24.3 billion and RMB27.0 billion in 2023, 2024 and 2025, respectively. The number of policies written through our platform\nin 2023, 2024 and 2025 was approximately 15.8 million, 17.3 million and 20.3 million, respectively. Our growth is propelled by rapid\nexpansion in the number of our referral partners, which reached approximately 1.4 million as of December 31, 2025. Our track record\nof strong growth required minimal marketing efforts and was largely organic, with a substantial amount of business generated through\nword-of-mouth referrals. In 2023, 2024 and 2025, substantially all of the insurance transaction volumes on our platform came from our\nreferral partner base. Our net revenue was RMB3,301.4 million, RMB3,473.1 million and RMB3,009.8 million in 2023, 2024 and 2025, respectively.\nOur net loss was RMB159.6 million, RMB61.2 million and RMB17.8 million in 2023, 2024 and 2025, respectively.\n\n \n\n73\n\n \n\n \n\n**Market\nOpportunities**\n\n \n\nAuto\ninsurance is the largest sector in China’s P&C insurance market, with attractive growth characteristics and market fundamentals.\nChina had the world’s largest auto market as measured by auto sales and number of vehicles in 2021, according to iResearch. As\nauto insurance coverage is mandatory by law, demand for auto insurance is considerably stable and inelastic. Auto insurance is also usually\nthe first insurance policy that many people purchase in their lives. As a result, the process of purchasing auto insurance significantly\ninfluences people’s general attitude towards insurance.\n\n \n\nChina’s\nauto insurance market is the second-largest in the world, according to iResearch. Total auto insurance premiums in China reached approximately\nRMB777.3 billion in 2021, representing approximately 66.6% of China’s total P&C insurance premiums, according to iResearch.\niResearch also projected China’s auto insurance market to reach approximately RMB1.1 trillion in 2026.\n\n \n\nWe\ncreated our platform to serve and grow with our ecosystem participants. We believe that secular trends in the insurance industry will\nprovide strong tailwinds for our business.\n\n \n\n \n●\n**The\nauto insurance distribution process is ripe for disruption**. For years, the process of purchasing auto insurance remained\nopaque, cumbersome and manual for most consumers. Multiple layers of intermediaries are typically involved in what is known as a\n“pyramid” insurance distribution structure, with fees charged by each layer of insurance distribution value chain participants,\nresulting in lengthy insurance distribution processes and increased costs.\n\n \n\n \n●\n**Significant\npricing disparities exist across insurance carriers, regions and distribution channels**. Auto insurance pricing is a complex\nand region-specific process. The local branches of insurance carriers, at provincial, municipal or district levels, typically determine\ninsurance pricing and underwriting rules based on historical claims experience and local conditions. Auto insurance pricing also\ndepends on changes in the operating targets and strategies of insurance carriers. As a result, pricing for the same coverage can\nvary widely from one insurance carrier to another, even among different regions and sales channels within the same carriers. This\nphenomenon is exacerbated by comprehensive reforms in China’s insurance industry introduced in September 2020. As a result\nof the reforms, auto insurance pricing is not uniform and can vary by over 100% among different insurance carriers for the same vehicle,\naccording to iResearch**.**\n\n \n\n \n●\n**With\nthe trend toward digitalization in the insurance industry, digital platforms have become an increasingly important auto insurance\ndistribution channel.** According to iResearch, the penetration rate for digital auto insurance transactions in China was approximately\n34.8% in 2021, and is expected to reach 72.9% by 2026. Digital platforms have become an increasingly important channel for auto insurance\ndistribution in China, primarily driven by the efficiency and transparency they bring to auto insurance transactions.\n\n \n\n \n●\n**Regulatory\nreforms have created new opportunities for insurance technology platforms**. In September 2020, PRC regulatory authorities\nintroduced auto insurance industry reforms aimed at optimizing auto insurance cost structures and increasing auto insurance distribution\nefficiency. This heightens the need for digitalization in the auto insurance industry and creates opportunities for technology and\ndata-driven transaction platforms and SaaS solution providers like us.\n\n \n\n74\n\n \n\n \n\n \n●\n**The\ncontinued growth of the NEV sector calls for smart NEV insurance solutions.**China’s NEV market experienced a sales surge,\nreaching 16.5 million units of sales in 2025, representing a year-over-year increase of 28.2%. According to iResearch, China’s\nNEV auto insurance market, in terms of written premiums, is expected to grow at a CAGR of 42.5% from 2021 to RMB163.7 billion in 2026.\nNEV manufacturers generally sell directly to consumers and offer streamlined services to consumers over the lifespan of a NEV. This has\nresulted in significant demand for compliant, transparent, standardized and smart one-stop NEV insurance solutions that cover insurance\npurchases, claims and after-sales support, with no requirement for NEV manufacturers to acquire insurance brokerage licenses, negotiate\npackages for NEV insurance products with insurance carriers, or establish insurance service networks and retain relevant personnel on\ntheir own.\n\n \n\n \n●\n**A\ngrowing and diversifying non-auto insurance market.** According to iResearch, the non-auto insurance market in China has been\ndeveloping rapidly. Non-auto insurance premiums in China grew from RMB3.0 trillion in 2018 to RMB3.7 trillion in 2021 at a CAGR of\n7.1% and are expected to reach RMB5.8 trillion in 2026 at a CAGR of 9.2%. As non-auto insurance market develops, insurance carriers\noffering auto-insurance products are expected to have more opportunities to sell across different types of insurance products by\nutilizing their mature marketing channels. Non-auto insurance products also tend to have more favorable margins and are less digitalized,\nand auto insurance carriers with scale and operating leverage can increase the overall profitability and diversify revenue by increasing\ntheir non-auto insurance product offerings and seizing digitalization opportunities over time.\n\n \n\nWe\nbelieve that digitalization will transform the insurance industry in China. As a result, technology platforms with comprehensive products\nand services, proprietary technical infrastructure, robust data analytics, unparalleled user experience and strong brand recognition\nhold a competitive advantage in China’s insurance market.\n\n \n\n**Ecosystem**\n\n \n\nAs\nChina’s largest independent technology-empowered platform for auto insurance transaction services measured by digital auto insurance\ntransaction premiums and fourth largest insurance technology company measured by gross written premiums in 2021, according to iResearch,\nwe aim to empower China’s insurance distribution and services value chain through data and technology. Our ecosystem participants,\nincluding insurance carriers, insurance intermediaries, third-party platforms, referral partners and consumers, seamlessly interconnect\nthrough our platform.\n\n \n\nAs\nof December 31, 2025, we collaborated with approximately 100 insurance carriers, 4,500 insurance intermediaries and 700 third-party platforms,\nand worked with approximately 1.4 million referral partners on our platform. Our proven data and technology capabilities benefit the\nentire insurance value chain.\n\n \n\nUtilizing\nour unique data analytics technologies, complex proprietary algorithms and extensive national network, we currently offer digital insurance\ntransaction products-Easy-Insur and NEV Insurance Solution, and insurance SaaS solution products-Digital Surge and Sky Frontier.\n\n \n\n \n●\n**Easy-Insur**.\nEasy-Insur is designed to be referral partner friendly and can be accessed from mobile, web, WeChat and third-party applications.\nThrough Easy-Insur, we offer an extensive range of auto and non-auto insurance products underwritten by insurance carriers. Our referral\npartners typically access Easy-Insur and apply for insurance policies on behalf of the consumers that they refer to us.\n\n \n \n \n\n \n●\n**NEV\nInsurance Solution.**Our NEV Insurance Solution assists NEV manufacturers in building a full-stack digital insurance service\nsystem encompassing NEV insurance, one-click renewal, intelligent claims, business management, interface operation and maintenance.\nOur NEV insurance service platform also provides customized system deployment and one-stop operation services for different business\nmodels of NEV manufacturers, and cooperates with NEV manufacturers and insurance carriers to explore the research, development and\ninnovation of intelligent internet insurance based on data mining and large model construction.\n\n \n\n75\n\n \n\n \n\n \n●\n**Digital\nSurge**. As a cloud-based software designed specifically for insurance intermediaries, Digital Surge enables insurance intermediaries\nto digitalize their core operating processes and meet regulatory requirements without diverting operational resources, allowing them\nto focus on growing their own businesses.\n\n \n\n \n●\n**Sky\nFrontier**. As a cloud-based software specifically developed for auto insurance carriers, our AI-based, analytics-driven Sky\nFrontier enables auto insurance carriers to optimize their underwriting and pricing strategies based on the automated analysis of\na vast amount of insurance pricing data with our proprietary machine learning technology and algorithms.\n\n \n\nWe\nleverage the advantages of our platform to grow our business and launch new services and products, which draws more insurance carriers,\nthird-party platforms, referral partners and insurance intermediaries to our platform, which in turn attracts more consumers. This virtuous\ncircle strengthens our competitive advantages, enhances our value propositions to ecosystem participants and empowers our ecosystem to\ngrow.\n\n \n\nPrior\nto April 2024, we operated Insurance Marketplace, a consumer-friendly application accessible from mobile, web, WeChat and other third-party\napplications. Consumers could directly access Insurance Marketplace to browse and purchase from a broad range of auto insurance products\noffered by insurance carriers. In April 2024, we ceased to offer Insurance Marketplace due to strategic adjustment of our business.\n\n \n\n \n\n**Value\nPropositions**\n\n \n\n**Value\npropositions for insurance carriers**\n\n \n\n*Provide\naccess to diversified touch points for consumer acquisition*\n\n \n\nOur\nplatform provides insurance carriers access to diversified distribution channels, allowing them to lower consumer acquisition costs.\nWe collaborate with insurance referral partners, which include insurance brokers and auto service professionals from a wide range of\ncustomer touchpoints, to connect insurance carriers with insurance purchasers, enabling insurance carriers to broaden their consumer\nreach.\n\n \n\n76\n\n \n\n \n\n*Expedite\npolicy underwriting and issuance*\n\n \n\nOur\nplatform is highly scalable and can easily integrate with the IT infrastructure of most insurance carriers. We had integrated our platform\nwith the core technology systems of approximately 60 insurance carriers in China as of December 31, 2025. Through our digital insurance\ntransaction products, we offer insurance carriers a digital channel to target desired consumers and distribute products cost-effectively,\nallowing carriers to replace inefficient and expensive insurance agents that manually complete and deliver insurance policies without\nhaving to invest in the technology and infrastructure to build and operate their own online distribution networks.\n\n \n\nWe\nanalyze a substantial amount of data to gain insights into the underwriting guidelines of insurance carriers and have built a “rules\nengine” based on these insights. Through such rules engine, we provide referral partners and consumers suggestions to adjust their\npolicy application requests before submitting them to insurance carriers customers, which significantly helps increase favorable underwriting\ndecisions and allows carriers to issue more policies.\n\n \n\n*Optimize\nproduct pricing and control risks without incurring additional technology and infrastructure investments*\n\n \n\nThrough\nour AI-based, analytics-driven SaaS solution product *Sky Frontier*, we automate real-time analytics to omnichannel market data\nin China’s insurance industry, enabling insurance carriers to develop superior strategies in product design and pricing while achieving\nsignificant competitive advantages, improving profitability and enhancing risk management. For example, embedded with advanced analytical\nmodels, the built-in data-driven AI prediction engine of Sky Frontier uses machine learning to screen and capture product and transaction\ndata in our ecosystem. The prediction engine then utilizes such data and analytics to deliver price recommendations by region to insurance\ncarriers, allowing insurance carriers to better manage pricing strategies across different regions and acquire customers more effectively\nwhile enhancing risk controls.\n\n \n\n*Increase\nrevenue and improve economics*\n\n \n\nBy\nconnecting insurance carriers directly with a large number of insurance consumers that match desired consumer profiles, we enable insurance\ncarriers to significantly increase revenue from policy premiums. Moreover, we provide insurance carriers with better economics. Insurance\ncarriers usually require teams of employees to verify, compare and process consumer data across multiple distribution channels. Our platform\ndigitalizes and automates the insurance policy issuance processes, enabling insurance carriers to significantly increase efficiency and\nreduce labor costs.\n\n \n\n**Value\npropositions for third-party platforms**\n\n \n\n*Improve\ncustomer services*\n\n \n\nWe\nprovide direct access to insurance products underwritten by leading insurance carriers to customers of third-party platform partners,\nincluding automotive industry players, such as leading NEV manufacturers, ride-hailing and consumer internet companies, enabling such\nthird-party platform partners to better serve their customers and expand the scope of services to customers.\n\n \n\n*Diversify\nincome sources to achieve better economics*\n\n \n\nWe\npay third-party platform partners fees for referring insurance consumers who purchase insurance products through our platform. This allows\nour third-party platform partners to generate additional income, diversify revenue sources and achieve better financial performance.\n\n \n\n77\n\n \n\n \n\n**Value\npropositions for insurance referral partners**\n\n \n\n*Offer\ncompetitive and diverse insurance products*\n\n \n\nOur\nplatform allows referral partners to facilitate sales of a wide range of competitive insurance products to consumers. As of December\n31, 2025, we had 73 auto and non-auto insurance types, covering approximately 20,300 insurance products underwritten by approximately\n100 insurance carriers that are available on our platform to our referral partners. **** Our auto insurance\nproducts cover a comprehensive range of vehicle makes, models and styles, while our non-auto insurance products include both standardized\nand customized products. Our platform enables referral partners to address a wide range of their customers’ insurance needs by\noffering different types of insurance products across the auto and non-auto segments and achieve greater transaction volumes and repeat\npurchases.\n\n \n\n*Provide\nan easy-to-use digital experience to enhance customer conversions*\n\n \n\nOur\nflagship digital insurance transaction product Easy-Insur provides referral partners with an easy-to-use user experience, allowing them\nto submit insurance policy applications on behalf of customers through a few simple steps. Easy-Insur provides insurance options in a\nfew minutes, allowing referral partners to help their customers facilitate the entire insurance policy issuance process at car dealerships,\nrepair shops, car washes, gasoline stations and other insurance servicing situations. This helps referral partners substantially enhance\ntheir customer conversions.\n\n \n\n*Provide\na more efficient and transparent process for selling insurance*\n\n \n\nWe\nbelieve that traditional insurance agencies often work with only a few insurance carriers, limiting consumers to only a few choices.\nOur platform allows referral partners to swiftly obtain accurate and transparent quotes from multiple insurance carriers with a few simple\nsteps, significantly enhancing efficiency and transparency.\n\n \n\n*Diversify\nincome sources and achieve better economics*\n\n \n\nWe\npay referral partners services fees for referring insurance consumers and facilitating their purchase of insurance products through our\nplatform. This enables our referral partners to diversify their income and achieve better economics from their existing customer base.\n\n \n\n**Value\npropositions for insurance intermediaries**\n\n \n\n*Enable\nautomation of core processes and improve operating efficiency*\n\n \n\nInsurance\nintermediaries in China have historically faced significant challenges in addressing inefficiencies in their back-office and other core\nbusiness functions. Through our intelligent cloud-based one-stop SaaS solution product, Digital Surge, we aim to address the unmet needs\nfor digital solutions from over 30,000 insurance intermediaries in China, and enable them to automate and optimize their core business\nprocesses. Digital Surge provides operations management, billing management, data management, human resources management, transaction\nmanagement and report management functions to insurance intermediaries to improve the effectiveness and efficiency of their back-office\nbusiness units. As the data analytics algorithms embedded in Digital Surge further develop, automation and streamlining across these\nmultiple functions of Digital Surge are expected to increase.\n\n \n\n*Fulfill\nregulatory digitalization requirements at zero to low costs*\n\n \n\nIn\nJanuary 2021, the China Banking and Insurance Regulatory Commission published the Measures for Supervision of Digitalization of Insurance\nIntermediaries (the “Measures”), requiring insurance intermediaries to adopt a digital information system that meets regulatory\nrequirements by February 1, 2022. By subscribing to Digital Surge, insurance intermediaries can meet these mandatory digitalization requirements\nat minimal or zero costs. In addition, the built-in report management function of Digital Surge automatically generates periodic operations\nreports that allow insurance intermediaries to satisfy regulatory reporting requirements at low cost.\n\n \n\n78\n\n \n\n \n\n*Enhance\ncompetitiveness and diversity of insurance product offerings at minimum costs*\n\n \n\nFor\nsmall to medium-sized insurance intermediaries whose business scales are not large enough to obtain from carriers insurance products\nthat are as competitive and diverse as those offered on our platform, we provide access to the extensive insurance product pool on our\nplatform through Digital Surge. Leveraging our extensive partnerships with insurance carriers and licensing capabilities, we allow these\ninsurance intermediaries to sell more competitive and diverse insurance products without requiring these insurance intermediaries to\nincur significant business development costs.\n\n \n\n**Value\npropositions for insurance consumers**\n\n \n\n*Offer\ncompetitive pricing*\n\n \n\nThrough\npartnerships with approximately 100 insurance carriers as of December 31, 2025, we generally offer consumers insurance policies on more\nfavorable terms at better prices than traditional insurance agents. In locations where certain local insurance intermediaries enjoy more\nfavorable policy arrangements with local insurance carriers, we cooperate with these intermediaries to enable our consumers to benefit\nfrom more favorable policy arrangements, including better pricing terms.\n\n \n\n*Access\nto a comprehensive and diversified suite of insurance products*\n\n \n\nOur\nplatform grants consumers access to a comprehensive and diversified suite of insurance products, covering both auto and non-auto segments.\nAs of December 31, 2025, we had 73 auto and non-auto insurance types ,covering approximately 20,300 insurance products underwritten by\napproximately 100 insurance carriers on our platform. Our auto insurance product offerings cover a wide range of vehicle makes, models\nand styles, and our non-auto insurance product offerings include both standardized and customized products, covering extensive types\nof products such as non-auto P&C insurance.\n\n \n\n*Provide\na digital, transparent and informed transaction experience*\n\n \n\nOur\ndigital insurance transaction products enable consumers to easily shop auto- and non-auto insurance products and submit insurance policy\napplications through a few simple steps. With the pre-verification of consumer information available in some of our digital insurance\ntransaction products, a consumer typically needs to provide fewer lines of information to complete an insurance policy application, as\ncompared to a traditional insurance purchase process, which often times requires manual inputs. As a result, consumers usually complete\nan insurance purchase in one or few attempts on our platform, as opposed to multiple attempts typically required in other insurance purchase\nmethods.\n\n \n\nWhereas\ntraditionally consumers approached several insurance agents, each of which had a limited range of products from a limited number of carriers,\nour platform allows consumers to obtain rapid, accurate and transparent quotes from multiple insurance carriers at the same time, make\nan informed purchase decision and obtain an insurance policy within minutes. As a result, our platform reduces the time that consumers\ntypically need to spend on finding insurance agents and comparing products and quotes from different insurance carriers.\n\n \n\n**Services\nand Products**\n\n \n\nWe\ncurrently offer the following digital insurance transaction services and SaaS solution services to our ecosystem participants:\n\n \n\n \n●\n*Digital\ninsurance transaction services*. Through our flagship digital insurance transaction product Easy-Insur, we facilitate the sale\nof both auto and non-auto insurance to consumers. Through our embedded insurance system in collaboration with NEV manufacturers,\nwe provide one-stop NEV Insurance Solution, which is a full-stack digital insurance service system encompassing NEV insurance policy,\none-click renewal, intelligent claims, repairs and other value-added services for NEV consumers.\n\n \n\n \n●\n*SaaS\nsolution services*.\n\n \n\n79\n\n \n\n \n\n \n○\nDigital\nSurge, an intelligent cloud-based one-stop SaaS solution that helps insurance intermediaries digitalize their operation processes,\nand\n\n \n\n \n○\nSky\nFrontier, an AI-based, analytics-driven pricing recommendation engine that helps insurance carriers optimize their underwriting and\npricing strategies.\n\n \n\nThe\nfollowing table sets forth the services provided through our digital insurance transaction products and SaaS solutions, the ecosystem\nparticipants on each of the digital insurance transaction products and the users of each of our SaaS solution services.\n\n \n\n \n\n**Digital\ninsurance transaction services and products**\n\n \n\n*Auto\ninsurance transaction services and products*\n\n \n\nWe\nprovide auto insurance transaction services mainly through *Easy-Insur*, which is designed for referral partners who help consumers\npurchase auto insurance through mobile, web, WeChat and third-party applications.\n\n \n\nEasy-Insur\ndigitalizes various processes of facilitating the issuance of auto insurance. Connected to mobile applications, web-based terminals and\nAPIs of insurance carriers, Easy-Insur enables referral partners to swiftly access quotes for insurance premiums, apply for auto insurance\npolicies offered by a broad range of insurance carriers and pay premiums to insurance carriers.\n\n \n\nOur\ndata processing and analytic capabilities and proprietary algorithms efficiently match consumers with insurance policy options based\non their individual circumstances and needs. This process decreases the time needed to compare insurance carriers, enhances user experience\nand increases the likelihood that users will purchase policies through our digital insurance transaction products.\n\n \n\nThe\nauto insurance products offered through Easy-Insur include:\n\n \n\n \n●\nstatutory\nautomobile liability insurance, including compulsory traffic liability insurance and third-party liability insurance, and\n\n \n\n \n●\ncommercial\nauto insurance.\n\n \n\n80\n\n \n\n \n\nThe\nfollowing steps show how referral partners apply for an auto insurance policy on behalf of consumers through Easy-Insur.\n\n \n\n \n\nEasy-Insur\nprovides post-purchase renewal services. One to three months before an auto insurance policy purchased through Easy-Insur is due for\nrenewal, Easy-Insur automatically sends reminders to referral partners and consumers and offer available renewal prices, allowing them\nto renew policies immediately with a quick decision. This process is much more challenging for traditional insurance agencies, which\ntypically lack the systems and processes to send reminders in an accurate, timely and efficient manner.\n\n \n\nPrior\nto April 2024, we operated Insurance Marketplace, a product that allow consumers to browse and purchase from a broad range of auto insurance\nproducts offered by insurance carriers. In April 2024, we ceased to offer Insurance Marketplace due to strategic adjustment of our business.\n\n \n\nThe\nrapid growth of the NEV market has created new opportunities for auto insurance offerings and propelled revenue growth of auto insurance\nproviders. We started to collaborate with NEV manufacturers in 2022 in offering NEV Insurance Solution, and such collaboration yielded\nconsiderable results in 2025. Our NEV Insurance Solution assists NEV manufacturers in building a full-stack digital insurance service\nsystem encompassing NEV insurance, one-click renewal, intelligent claims, business management, interface operation and maintenance. Our\nNEV insurance service platform also provides customized system deployment and one-stop operation services for different business models\nof NEV manufacturers, and cooperates with NEV manufacturers and insurance carriers to explore the research, development and innovation\nof intelligent internet insurance based on data mining and large model construction.\n\n \n\nWe\nhave been continually improving the user experience of our digital insurance transaction products, which have attracted an increasing\nnumber of referral partners and consumers. Easy-Insur had approximately 1.1 million, 1.3 million and 1.4 million referral partners as\nof December 31, 2023, 2024 and 2025, respectively. Referral partners that use Easy-Insur include individual insurance practitioners and\nother individuals from a broad range of consumer touchpoints. See “—Ecosystem—Referral Partners.” In 2023, 2024\nand 2025, gross written premiums of auto insurance policies sold on our digital insurance transaction products were RMB17,742.7 million,\nRMB18,997.0 million and RMB21,475.0 million, respectively.\n\n \n\n*Non-auto\ninsurance transaction services and products*\n\n \n\nWe\nalso provide non-auto insurance transaction services. As of December 31, 2025, we offered 71 non-auto insurance types underwritten\nby a broad range of insurance carriers, covering approximately 20,300 insurance products, including both standard and customized non-auto\nproducts, such as non-auto P&C products. ****\n\n \n\n81\n\n \n\n \n\nEasy-Insur\nprovides quotes for insurance premiums of standard non-auto insurance policies. Our referral partners also help consumers select non-auto\ninsurance policies and pay premiums to insurance carriers through Easy-Insur. The process for purchasing non-auto insurance is similar\nto the process for purchasing auto insurance described above.\n\n \n\nOur\nreferral partners can also submit quote requests for non-standard non-auto insurance through Easy-Insur or directly through our local\nservice personnel. Immediately upon receiving a quote request, our local service personnel obtain quick and accurate quotes from insurance\ncarrier partners and recommend suitable non-standard non-auto insurance products to referral partners. Our local service personnel also\nhelp referral partners and consumers negotiate prices and other terms of the non-standard non-auto insurance and guide them through the\ninsurance policy purchase process.\n\n \n\nWe\nalso consider the demand, preferences and feedback from ecosystem participants. We believe this leads to higher customer satisfaction\nand distinguishes us from other non-auto insurance platforms that simply offer homogeneous non-auto insurance products available in the\nmarket. We also closely monitor non-auto insurance market dynamics and frequently update our product listings on Easy-Insur.\n\n \n\nIn\n2023, 2024 and 2025, gross written premiums of non-auto insurance policies sold on our insurance transaction products amounted to\nRMB4,794.3 million, RMB5,226.2 million and RMB5,400.1 million, respectively.\n\n \n\n**SaaS\nsolution services and products**\n\n \n\nCommitted\nto re-shaping the insurance distribution and empowering the value chain through technology, we have launched our proprietary insurance-related\nSaaS solutions designed for insurance intermediaries and insurance carriers. By launching these SaaS solutions, we aim to capitalize\non our technology capabilities and deep understanding of China’s insurance industry.\n\n \n\n*Digital\nSurge*\n\n \n\nInsurance\nintermediaries in China have historically faced significant challenges in addressing the inefficiencies in their back-office and other\ncore business functions. In December 2020, we launched Digital Surge, an intelligent cloud-based one-stop SaaS solution, to improve the\noperating efficiency of insurance intermediaries by digitalizing their core business processes, including product management, contract\nmanagement, billing management and regulatory reporting. The following chart sets forth the key product features of Digital Surge.\n\n \n\n \n\nIn\nJanuary 2021, the China Banking and Insurance Regulatory Commission published the Measures for Supervision of Digitalization of Insurance\nIntermediaries (the “Measures”), requiring insurance intermediaries to adopt a digital information system. We believe these\nheightened regulatory requirements have increased and will continually increase the demand for solutions that help intermediaries meet\nregulatory requirements and increase operating efficiency.\n\n \n\nOver\n20,000 insurance intermediaries in China have unmet needs for digital solutions. Digital Surge operates a freemium business model, through\nwhich it offers most functions on a complimentary basis to expand customer base, and only charges a premium for selected transaction\nfunctions. We have quickly expanded the customer base of Digital Surge through referrals by our ecosystem participants, industrial organizations\nand local regulatory authorities and promotional activities such as product presentation events.\n\n \n\n82\n\n \n\n \n\nWe\noffer Digital Surge which primarily consists of the following seven key modules:\n\n \n\n \n●\n*Operations\nmanagement*. This module enables intermediaries to digitalize the management of insurance policies and transaction records. For\nexample, this module automatically alerts intermediaries in advance of the renewal date of insurance policies sold to end consumers.\nThis model also allows intermediaries to manage information about insurance carriers and the licenses held by the intermediaries\nand their sales agents.\n\n \n\n \n●\n*Billing\nmanagement*. This module automates intermediaries’ billing processes and helps intermediaries better manage commission settlement\nand payment collections, which in turn enhances their financial performance and customer service.\n\n \n\n \n●\n*Contract\nmanagement*. This module helps intermediaries manage the creation, negotiation, execution and renewal of contracts they enter\ninto with insurance carriers. For example, intermediaries can monitor the status of their contracts with insurance carriers and receive\nautomatic renewal reminders for contracts about to expire.\n\n \n\n \n●\n*Data\nand privacy management*. This module integrates an insurance intermediary’s operating data, allowing the intermediary to\nstore, manage and track its data on the cloud.\n\n \n\n \n●\n*Human\nresources management*. This module allows intermediaries’ human resources personnel to oversee different levels of management\nlayers and administer employees’ accounts for employment-related purposes and set system access privileges, enabling them to\noperate more efficiently and maintain relatively leaner human resources teams.\n\n \n\n \n●\n*Transaction\nmanagement*. Directly connected to the transaction systems of about 60 insurance carriers, this module displays the insurance\nproducts an intermediary can sell based on our contracts with these insurance carriers. This module also captures updates made on\ninsurance carriers’ transaction systems in real time. With a few simple clicks, an intermediary can check and compare the prices\nand other terms of insurance products offered by distinct insurance carriers.\n\n \n\n \n●\n*Reports\nmanagement*. This module features a built-in dashboard that gives intermediaries a holistic view of sales patterns based on insurance\ntype. This module also automatically generates periodic reports for intermediaries in compliance with regulatory requirements.\n\n \n\nThe\nintroduction of Digital Surge to the market allows us to diversify our product offerings and revenue sources. Through Digital Surge,\nwe also accumulate more insurance transaction-related data insights from which we can leverage to optimize our algorithms and derive\nvalue. We believe that as more insurance intermediaries use Digital Surge and sell insurance products under our contracts with insurance\ncarriers, our bargaining power with insurance carriers should increase, enabling us to obtain more favorable policy terms for insurance\nproducts and create more value for our ecosystem participants.\n\n \n\n*Sky\nFrontier*\n\n \n\nIn\nMarch 2021, we launched Sky Frontier, an AI-based, analytics-driven pricing recommendation engine, to help insurance carriers optimize\nunderwriting and pricing strategies and control risks. Sky Frontier is embedded with a data-driven AI prediction engine that uses machine\nlearning to screen and capture extensive and multi-dimensional product and transaction data in our ecosystem. Through its prediction\nengine’s automated analytics, Sky Frontier provides pricing insights and strategies to insurance carriers using the following clusters\nof data:\n\n \n\n \n●\npricing\ndata from the large number of transactions and quotes generated in our ecosystem;\n\n \n\n \n●\nvehicle\ndata, such as license plate number, VIN, engine number, vehicle make and model, vehicle style, vehicle year and vehicle use (passenger\nv. commercial); and\n\n \n\n \n●\nthe\nlatest industry developments and competitive environment.\n\n \n\n83\n\n \n\n \n\nSky\nFrontier provides insurance carriers with more granular risk segmentation and greater pricing precision based on an analysis of the vast\namount of transaction data in our ecosystem through machine learning technology. Sky Frontier assigns vehicle makes and models into different\nrisk categories for different insurance carriers based on algorithms tailored to each insurance carrier’s specific circumstances,\nincluding user and strategy preferences. This process enables insurance carriers to optimize their underwriting and pricing strategies\nas well as decision-making process. In addition, pricing has become a key competitive differentiator for insurance carriers, which in\nturn drives an increase in demand for intelligent SaaS solutions that help insurance carriers optimize underwriting and pricing strategies.\nWe believe that the comprehensive reform provides a significant market opportunity for Sky Frontier.\n\n \n\nCurrent\nkey features of Sky Frontier include:\n\n \n\n \n●\n*Cross-dimensional\npricing analysis*. Built on a complex analytics model, this feature automatically labels the distinct clusters of data, including\ninsurance quotes, pricing data as well as underwriting metrics and results. The platform then performs and visualizes cross-dimensional\nanalysis to insurance carriers, allowing insurance carriers to easily monitor and analyze their pricing, underwriting and transaction\nperformances.\n\n \n\n \n●\n*Vehicle\nand auto insurance profiles*. This feature automates analysis based on the vehicle profile and relevant auto insurance data processed\nby us and captures up-to-date trends in China’s vehicle and auto insurance markets. This enables insurance carriers to strategically\nestablish their product development plans.\n\n \n\n \n●\n*Industrial\ndata mining*. This feature tracks and allows insurance carriers to gain visibility to substantial historical and industrial data\nand regulatory information in China’s auto insurance market. This helps insurance carriers to consider the latest industry-wide\ndevelopments when formulating their strategic operational initiatives.\n\n \n\n \n●\n*Smart\npredictive sales performance*. Leveraging deep learning and predictive analytics algorithms, this feature visualizes insurance\ncarriers’ historical auto insurance sales performance and provides forecasts for the future sales performance of these carriers\nand overall auto insurance market sales trends.\n\n \n\n \n●\n*Reporting\nand underwriting recommendations*. This feature streamlines and integrates relevant data processed by us to generate qualitative\nand quantitative reports regarding a certain insurance carrier’s past underwriting patterns and prevailing market practices.\nIt then provides recommendations to insurance carriers to help optimize their underwriting decisions.\n\n \n\n**Ecosystem**\n\n \n\nWe\nhave created a vibrant insurance ecosystem. Our insurance transaction services, comprehensive insurance offering, proven data and technology\ncapabilities and advanced AI-enabled SaaS capabilities serve as the basis of our ecosystem.\n\n \n\n84\n\n \n\n \n\nOur\nplatform attracts and connects key participants in our ecosystem, including insurance carriers, insurance intermediaries, third-party\nplatforms, referral partners and consumers. The interactions among our ecosystem participants form a powerful flywheel, benefitting each\necosystem participant and providing us with significant monetization opportunities. The following graphic depicts the key participants\nand self-reinforcing network effect of our ecosystem to drive growth:\n\n \n\n \n\n**Insurance\ncarriers**\n\n \n\nWe\nbelieve we are the “go-to” digital channel partner for auto insurance carriers in China. As of December 31, 2025, we established\nrelationships with a broad and diversified network of approximately 100 insurance carriers of all sizes, including group-wide insurance\nconglomerates and other medium sized and small insurance carriers. ****\n\n \n\n*Digital\ninsurance transaction services*\n\n \n\nTop\ninsurance carriers in China have increasingly relied on us to facilitate sales of insurance products. In 2025, we facilitated auto insurance\ntransactions with aggregate premiums of RMB21.5 billion, representing an increase of 13.2% from aggregate premiums of RMB19.0 billion in\n2024.\n\n \n\nWe\nare one of the very few innovative digital platforms for auto insurance transaction services that connect to the core technology systems\nof all of China’s top 20 property and casualty (“P&C”) insurance carriers in terms of gross written premiums in\n2021. As of December 31, 2025, we had connected our platform to the core transaction systems of approximately 60 insurance carriers in\nChina.\n\n \n\nIntegrating\nour platform with the transaction systems of insurance carriers allows us to swiftly provide consumers quotes for insurance policies\nand reduces the time required to deliver insurance policies, increasing efficiency, transparency and consumer satisfaction. We provide\nquotes for insurance policies within an average of a few minutes, significantly shorter than the time that is typically required to obtain\ninsurance premium quotes though traditional auto insurance distribution channels.\n\n \n\nUnder\nPRC law, an insurance carrier can only issue auto insurance policies in the provinces, autonomous regions and municipalities where it\nis incorporated or has established branches. We partner with insurance carriers (including their provincial and municipal branches) to\ndigitally facilitate the sale of auto and non-auto insurance products.\n\n \n\n \n●\nWe\ntypically enter into framework agreements with insurance carriers, specifying the types of insurance that we will offer and the related\nservice charges. These agreements usually contain terms from one to three years. Additionally, these agreements usually allow us\nto facilitate platform and system integrations with insurance carriers.\n\n \n\n \n●\nWe\nenter into contracts with insurance carrier customers, which are provincial and municipal branches, as the case may, of insurance\ncarriers. These contracts typically specify the types of insurance that we are authorized to sell and transaction service fee rates\nin specified geographical locations.\n\n \n\nThrough\nour nationwide network, our local branches had entered into over 1,800 contracts with insurance carrier customers for the sale of auto\nand non-auto insurance products as of December 31, 2025. This allows us to obtain more favorable terms for insurance policies because\nsuch insurance carrier customers typically have more flexibility in pricing specific insurance policies.\n\n \n\n85\n\n \n\n \n\nInsurance\ncarrier customers typically pay us different transaction service fees in different geographic markets based on the intensity of competition,\nthe number of locally registered vehicles, applicable regulatory requirement, and other factors. In 2023, 2024 and 2025, the transaction\nfee rate that we received from insurance carriers averaged 14.5%, 14.2% and 11.1%, respectively.\n\n \n\n*SaaS\nsolution services*\n\n \n\nWe\noffer Sky Frontier, an AI-based, analytics-driven pricing recommendation engine, to help insurance carriers optimize underwriting and\npricing strategies. See “—Services and Products—SaaS Solution Services and Products—Sky Frontier.”\n\n \n\nWe\ntypically enter into SaaS service agreements with subscribers of Sky Frontier for a fixed term of one year. As of December 31, 2025,\nwe had already entered into SaaS service agreements with approximately 100 insurance carrier customers. We generally charge Sky Frontier’s\nsubscribers a yearly flat fee. In 2023, 2024 and 2025, the subscription revenue generated from Sky Frontier amounted to approximately\nRMB11.6 million, RMB7.5 million and RMB8.4 million, respectively.\n\n \n\n**Third-party\nplatforms**\n\n \n\nWe\nselectively partner with third-party platforms to attract users to our platform. We provide the users of third-party platforms direct\naccess to insurance products underwritten by leading insurance carriers and facilitates their purchase of insurance. Our third-party\nplatform partners include automotive industry players, such as leading NEV manufacturers, ride-hailing and consumer internet companies.\n\n \n\nOur\npartnerships with NEV manufacturers empower NEV manufacturers to address the challenges they face with respect to auto insurance. By\npartnering with us, NEV manufacturers that generally sell direct to consumers can easily deploy our one-stop NEV insurance solutions\nand deliver NEV consumers streamlined auto insurance services ranging from insurance purchases to claims and after-sales support, without\nthe need to acquire insurance brokerage licenses, negotiate packages for NEV insurance products with insurance carriers, or establish\ninsurance service networks and retain relevant personnel on their own. We believe that the compliant, transparent, standardized and smart\nNEV insurance solutions offered by us allow NEV manufacturers to transform the way they connect with consumers over the NEV life span,\nachieve consumer-centric service innovation, increase consumer loyalty, and obtain sustainable competitive advantage in the rapidly evolving\nNEV sector. In 2025, we formed partnerships with 16 NEV manufacturers leading to approximately 2.0 million policies embedded in new NEV\ndeliveries and corresponding premium of RMB6.3 billion, representing a significant increase as compared to 2024, when we collaborated\nwith more than 15 NEV manufacturers, leading to over 1.1 million policies, and corresponding premium of RMB3.3 billion.\n\n \n\nWe\ntypically enter into partnership agreements with our third-party platform partners for a term ranging from one year to three years. As\nof December 31, 2025, we had entered into partnership agreements with over 700 third-party platforms. We typically pay service fees to\nthese third-party platforms for insurance transactions completed by their users through our platform.\n\n \n\n**Referral\npartners**\n\n \n\nOur\nreferral partners direct consumers interested in insurance products to our platform. Referral partners use Easy-Insur to obtain insurance\nquotes for consumers and help consumers purchase insurance policies. Cooperation with referral partners allows us to access a large and\ngrowing consumer base.\n\n \n\nWe\nattract referral partners through third-party platform partners, promotional events, training courses and seminars. We also integrate\nEasy-Insur with applications and systems of third-party platform partners through APIs, enabling users of these platforms to be directed\nautomatically to Easy-Insur to become referral partners and use Easy-Insur for insurance quotes and insurance transaction services. We\nalso attract referral partners by conducting promotional activities with consumer internet companies at auto-related locations, such\nas automobile dealerships, vehicle repair and maintenance centers and car washes and gasoline stations. As of December 31, 2025, we had\napproximately 1.4 million referral partners. ****\n\n \n\n86\n\n \n\n \n\nAs\npart of the registration process on Easy-Insur, we enter into user agreements with our referral partners. We typically pay referral partners\nfollowing their successful facilitation of an insurance transaction. The referral services fees we pay these referral partners vary in\ndifferent geographic markets based on the intensity of competition, the number of locally registered vehicles and other factors.\n\n \n\n**Insurance\nintermediaries**\n\n \n\nWe\noffer Digital Surge, an intelligent cloud-based one-stop SaaS solution product, to help insurance intermediaries digitalize their operations\nto meet heightened regulatory requirements and increase operation efficiency. See “—Services and Products—SaaS Solution\nServices and Products—Digital Surge.”\n\n \n\nWe\ntypically enter into SaaS service agreements with subscribers of Digital Surge for a fixed term of one year. As of December 31, 2025,\nwe had entered into SaaS service agreements with over 4,500 insurance intermediaries.\n\n \n\nCustomers\nmay subscribe for Digital Surge’s functions, many of which are offered on a complimentary basis. If a customer has subscribed for\nDigital Surge and elected to use charged transaction functions, such customer will be charged an annual fee, which may vary based on\nthe type of charged services such customer selects. In 2023, 2024 and 2025, subscription revenue from Digital Surge amounted to RMB5.1\nmillion, RMB6.0 million and RMB3.4 million, respectively.\n\n \n\n**Consumers**\n\n \n\nWe\nattract consumers to our platform primarily through referral partners and third-party platforms. We believe that our consumers are typically\ntech-savvy people who seek transparency, affordability and convenience in their insurance purchase experience, with a strong preference\nfor digital transactions.\n\n \n\n**Nationwide\nNetwork**\n\n \n\nUnder\nPRC law, an insurance agent must obtain a license to sell insurance products. In addition, an insurance agent can only conduct businesses\nin the provinces, autonomous regions and municipalities where it is incorporated or has established branches.\n\n \n\nWe\nhave established an extensive nationwide network, consisting of 108 branches licensed to sell insurance policies in 25 provinces, autonomous\nregions and municipalities in China and approximately 320 service personnel as of December 31, 2025.\n\n \n\nThrough\nour nationwide network, we enter into contracts with insurance carrier customers and facilitate the issuance and delivery of insurance\npolicies to consumers.\n\n \n\nOur\nservice personnel at local branches visit our insurance carrier customers regularly to promote and collect feedback about the digital\ninsurance transaction and/or SaaS solution services provided to such insurance carrier customers and obtain the latest insurance product\nofferings and insurance policy updates from such carriers.\n\n \n\nWe\nbelieve that our nationwide network enables us to enhance relationships with and obtain more favorable terms from insurance carrier customers\nand keep abreast of the latest insurance product and policy information. Our local service personnel also hold educational seminars and\nnetworking events for referral partners and consumers and help them negotiate customized non-auto products with insurance carrier customers.\n\n \n\n87\n\n \n\n \n\n**Data,\nTechnology and Infrastructure**\n\n \n\nWe\nbelieve that our data processing and analytic capabilities and proprietary technology represent the key to our success, which enable\nus to improve the experience we offer to our ecosystem participants.\n\n \n\n**Data\nadvantage**\n\n \n\n*Data\nprocess and analysis*\n\n \n\nAs\nwe continue to accumulate data from transactions completed by our ecosystem participants, our algorithms become more powerful. We believe\nour data analytics capabilities allow us to achieve a significant competitive advantage.\n\n \n\nData\nprocessed by us include:\n\n \n\n \n●\ninsurance\nquote requests;\n\n \n\n \n●\nvehicle\ninformation (including license plate number, VIN, engine number, vehicle make and model, vehicle style, vehicle year and vehicle\nuse (passenger versus commercial));\n\n \n\n \n●\ninsurance\npolicy information (including insurance type and premiums);\n\n \n\n \n●\ninsurance\nquote and transaction data (including data of no-claim discounts); and\n\n \n\n \n●\npersonal\ninformation obtained from consumers through our ecosystem (including name, gender and contact information) as agreed by such consumers.\n\n \n\nWe\nanalyze such data to:\n\n \n\n \n●\nmake\ninformed decisions in our business operations and strategic planning, such as entry into new markets and verticals;\n\n \n\n \n●\noptimize\nour analytics-based marketing efforts to increase consumer conversion and enhance overall user experience;\n\n \n\n \n●\nenhance\nunderwriting efficiencies through the creation and optimization of underwriting rules;\n\n \n\n \n●\nhelp\ninsurance carriers better manage underwriting and pricing strategy and launch promotions more effectively; and\n\n \n\n \n●\nhelp\nreferral partners enhance productivity and sales volume.\n\n \n\n*Algorithms*\n\n \n\nWe\nutilize data analytics across our products. Our proprietary algorithms benefit from years of data accumulation and analysis, which are\ncontinually enriched with new data collected from our ecosystem participants and refined by our in-house data analytics team.\n\n \n\nThrough\nmachine learning, we analyze data to gain insights into the underwriting guidelines of our insurance carrier partners. We believe that\nwe are the only insurance technology platform in China that has built a “rules engine” based on these insights. Through the\nrules engine, which is embedded in each of our digital insurance transaction products, we provide referral partners and consumers suggestions\nto adjust their quote request entries before submitting them to insurance carriers, which we believe helps increase favorable underwriting\ndecisions and enhance user experience.\n\n \n\n88\n\n \n\n \n\n \n\nFor\nexample, a vehicle model usually comes with various body and engine styles. The categories of vehicle styles, however, are not uniformly\nrecognized among insurance carriers. Each auto insurance carrier in China has set its own rules to determine the style of a vehicle.\nAs a result, different insurers may price insurance for a vehicle differently based on their own respective rules.\n\n \n\nImmediately\nupon receiving the vehicle information provided by referral partners on Easy-Insur, our algorithms automatically suggest the specific\nstyle of vehicle to include in the quote requests based on our insights into insurance carriers’ rules for determining vehicle\nstyles. This process enables referral partners to obtain more accurate quotes based on the style of vehicle.\n\n \n\nThrough\nthe algorithms for our digital insurance transaction products, we present personalized insurance policy options to referral partners\nand matches them with insurance carriers most likely to provide the right coverage at a competitive price. These algorithms consider\nvehicle information provided by referral partners, referral partners’ preferences and economics as well as our own profit margins.\nWe believe that the accuracy of the matches provided by our algorithms will further improve over time as we expand insurance carrier\ncoverage in our ecosystem and further accumulate data insights.\n\n \n\nWe\nuse machine learning through Sky Frontier to capture pricing coefficients from a significant number of transactions and quotes completed\nthrough our ecosystem and derive price recommendations by region for insurance carriers. Our algorithms also generate unique risk analytics\nfor each auto make and model based on multi-dimensional data provided by referral partners, including driver profile and behavior, vehicle\ninformation, historical claims and other factors.\n\n \n\n*Data\nsecurity and privacy*\n\n \n\nWe\ndeploy a variety of technical solutions to prevent and detect vulnerabilities in user privacy and data security, such as encryption,\nfirewalls, vulnerability scanning and log audit. We have established stringent internal protocols with strictly defined and layered access\nauthority.\n\n \n\nWe\nstrictly control and manage the use of data within our various departments and output of data within our ecosystem. In addition, we conduct\nregular penetration testing performed by our own information security department and third-party testing companies.\n\n \n\n**Technology\nand infrastructure**\n\n \n\n“Solid\nRock” (磐石) is our fundamental operating system. Built upon unique data analytics technologies and complex proprietary\nalgorithms, “Solid Rock” supports the primary functions of our platform, such as automatic vehicle searches, quotes, order\ndisplays, error checks, generation of text messages and verification codes and channel management.\n\n \n\nAs\nof December 31, 2025, we had connected our “Solid Rock” system with the core transaction systems of approximately 60 insurance\ncarriers in China. Integration with insurance carriers’ transaction systems requires strong and long-term relationships with insurance\ncarriers, as well as technology capabilities to integrate with different transaction systems used by insurance carriers in China. We\nbelieve this differentiates us from our competitors and is a key factor for our success.\n\n \n\nWe\nwork with insurance carriers to establish:\n\n \n\n \n●\nsophisticated\nprotocols that help ensure the safety, stability and confidentiality of data transfers with insurance carriers;\n\n \n \n \n\n \n●\ninteraction\nsequences that optimize data transfer efficiency; and\n\n \n \n \n\n \n●\nrectification\nprocedures that enable prompt correction of system failures or data transfer errors.\n\n \n\n89\n\n \n\n \n\nWe\nmaintain APIs to help ensure the stability of data transferred to and from insurance carriers. We also have a rapid software development\ncycle to increase the efficiency and capacity of our system.\n\n \n\nWe\ndesigned our technology systems to be partner-agnostic, modular, scalable, stable, robust and sustainable. Our technology systems utilize\nan automated operation, maintenance and management framework. These systems are easily adaptable to other types of IT infrastructure\nused by our insurance carriers, regardless of how old or complex, and allow for automating smooth and uninterrupted upgrades on a continual\nbasis.\n\n \n\nIt\nusually takes only one to two weeks for us to customize our connection hubs and complete a connection with the core transaction system\nof a new insurance carrier. In terms of system upgrades, we typically complete an automatic system upgrade for our platform within an\nhour and in any event no later than 24 hours.\n\n \n\nFor\nexample, auto insurance carriers in China were required to update their systems in accordance with the Guiding Opinions on Implementing\nComprehensive Reform of Auto Insurance issued by CBIRC (currently known as the NFRA) on September 19, 2020 (the “Guiding Opinions”).\nFollowing the issuance of the Guiding Opinions, we not only upgraded our technology systems overnight to synchronize with nine insurance\ncarriers’ updated transaction systems, but also completed technology upgrades to simultaneously adapt to the updated transaction\nsystems of all other insurance carrier partners within two months. As of December 31, 2025, our technology systems underwent over 14,000\nsmooth and uninterrupted updates, including updates to support new functions of the digital insurance transaction and insurance SaaS\nsolution products, as well as updates to synchronize with the changes in our insurance carrier partners’ transaction systems or\npolicies.\n\n \n\nCloud\nproviders such as Alibaba Cloud host our applications, websites, APIs, software and supporting services. Cloud computing allows us to\nefficiently allocate our IT resources, improve the management of our systems and lower our labor costs.\n\n \n\nAs\nof December 31, 2025, we had a team of 67 research and development personnel, accounting for 46.9% of our total number of headquarters\nemployees, responsible for developing, maintaining and improving our technology infrastructure, including applications, websites, APIs,\nsoftware and technology systems.\n\n \n\nIn\n2023, 2024 and 2025, our research and development expenses were RMB57.2 million, RMB37.9 million and RMB37.2 million, accounting for 18.6%,\n16.8% and 20.5% of our total operating expenses.\n\n \n\n**Marketing**\n\n \n\nWe\nfocus our marketing efforts on engaging insurance carriers, referral partners, insurance intermediaries and insurance consumers. We have\na dedicated marketing team at our headquarters, which formulates and executes our overall sales, marketing and branding strategies.\n\n \n\nOur\nservice personnel at local branches visit our insurance carrier partners regularly to promote our services and products and hold educational\nseminars and networking events to attract referral partners. We also promote our products and services by attending conferences and industry\nexhibitions and through word-of-mouth referrals. We also utilize targeted advertisement placements for the “Cheche” brand\nand *Easy-Insur,* to increase brand exposure, build trust among potential users and improve user conversion.\n\n \n\nWhen\nexpanding into a region, we typically hire a team of marketing personnel to promote our services and products to local businesses and\nother referral partners.\n\n \n\n90\n\n \n\n \n\n**Competition**\n\n \n\nWe\nface competition principally from other auto insurance transaction services providers, including:\n\n \n\n \n●\nlarge\ninternet platforms, such as Alipay;\n\n \n \n \n\n \n●\nvertical\nauto insurance transaction platforms; and\n\n \n \n \n\n \n●\ninsurance\ncarriers’ direct online sales platforms.\n\n \n\nWe\nmay face new competition as we introduce new services or products, as our existing services and products evolve, or as other companies\nintroduce new services and products.\n\n \n\nWhile\nthe insurance industry is evolving rapidly and is becoming increasingly competitive, we believe that we compete favorably because of\nour strong technology and infrastructure capabilities, deep connections with insurance carriers and extensive distribution network.\n\n \n\n**Intellectual\nProperty**\n\n \n\nWe\nseek to protect our intellectual property through a combination of patent protection, copyrights, trademarks, service marks, domain names,\ntrade secret laws, confidentiality procedures and contractual restrictions.\n\n \n\nAs\nof December 31, 2025, we had registered 69 trademarks, 164 software copyrights and 10 domain names, including *chechegroup.com*,\nin China. Information contained on, or that can be accessed through our website is not incorporated by reference into this annual report\nand you should not consider such information to be part of this annual report.\n\n \n\nWe\nenter into confidentiality agreements with our key employees. In addition, the cooperation agreements that we enter into with our business\npartners include confidentiality provisions.\n\n \n\n**Insurance**\n\n \n\nWe\nprovide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance\nfor our employees. We do not maintain property insurance or business interruption insurance, nor do we maintain product liability insurance\nor key-man life insurance. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We\nmay not have sufficient insurance coverage.” We consider our insurance coverage to be in line with the industry practice as well\nas the customary practice in China.\n\n \n\n**Seasonality**\n\n \n\nWe\nexperience seasonality in our business, as a result of seasonality in vehicle sales and the promotional activities of auto insurance\ncarriers in China. Traditionally, higher levels of vehicle sales in China occur in September and October, which drives significant increases\nin sales of auto insurance policies.\n\n \n\nAs\na result, we typically record higher transaction volumes and revenue during the second half of each year. However, we have a limited\noperating history, and the seasonal trends that we have experienced in the past may not be representative.\n\n \n\n**Government\nRegulations**\n\n \n\nSet\nforth below is a summary of the most significant rules and regulations that affect our business activities in China, or the rights of\nour shareholders to receive dividends and other distributions from us.\n\n \n\n91\n\n \n\n \n\n**Regulations\nof the Insurance Industry**\n\n \n\nThe\ninsurance industry in the PRC is highly regulated. In connection with the Institutional Reform Program of the State Council released\nby National People’s Council on March 17, 2018, the CBIRC (currently known as the NFRA) was established by a merger of China’s\nbanking and insurance regulators: the China Banking Regulatory Commission and the China Insurance Regulatory Commission (the “CIRC”).\n\n \n\nSubordinate\nto, and with the authorization of, the State Council, the NFRA functions as a centralized institution with administrative oversight and\ncompetence over the banking and insurance industry. The NFRA and its dispatch offices constitute the regulatory system for the insurance\nindustry. Its major regulatory duties with respect to the insurance industry include:\n\n \n\n \n●\npreparing\nprinciples and policies for the development of the insurance industry;\n\n \n \n \n\n \n●\nformulating\nindustry development strategies and plans;\n\n \n \n \n\n \n●\ndrafting\nlaws and regulations for the supervision and regulation of the insurance industry and formulating industry rules and regulations;\n\n \n \n \n\n \n●\napproving\nthe establishment of insurance companies and their branches, insurance group companies and insurance holding companies;\n\n \n \n \n\n \n●\njointly\nwith the relevant authorities approving the establishment of insurance asset management companies;\n\n \n \n \n\n \n●\napproving\nthe establishment of representative offices by overseas insurance institutions;\n\n \n \n \n\n \n●\napproving\nthe establishment of insurance intermediaries such as insurance agencies, insurance brokerage companies, insurance loss adjusting\ncompanies and their respective branches;\n\n \n \n \n\n \n●\napproving\nthe establishment of overseas insurance institutions by domestic insurance and non-insurance institutions;\n\n \n \n \n\n \n●\napproving\nmergers, carve-outs, changes of corporate forms and dissolutions of insurance institutions and making decisions on receivership and\nthe appointment of receivers;\n\n \n \n \n\n \n●\nparticipating\nin and overseeing the bankruptcy and liquidation proceedings of insurance companies;\n\n \n \n \n\n \n●\nexamining\nand confirming the qualifications of senior management members in various types of insurance institutions;\n\n \n \n \n\n \n●\nsetting\nthe basic qualification standards for insurance practitioners;\n\n \n \n \n\n \n●\napproving\nthe terms and premium rates of insurance products related to the public interest, statutory mandatory insurance and newly developed\nlife and health insurance products;\n\n \n \n \n\n \n●\nsupervising\nother insurance products through registration of their terms and premiums;\n\n \n \n \n\n \n●\nsupervising\nthe solvency and market activities of insurance companies;\n\n \n \n \n\n \n●\nmanaging\ninsurance guarantee funds and monitoring insurance security deposits;\n\n \n \n \n\n \n●\nformulating\nthe relevant rules and regulations on the basis of laws and policies of the PRC Government on the deployment of insurance funds,\nand supervising the deployment of funds by insurance companies;\n\n \n\n92\n\n \n\n \n\n \n●\nsupervising\npublic-policy-oriented insurance and statutory insurance;\n\n \n \n \n\n \n●\nsupervising\norganizational forms and operations such as captive insurance and mutual insurance;\n\n \n \n \n\n \n●\ncentralizing\nthe administration of insurance industry associations and organizations such as the Insurance Association of China and the Insurance\nInstitute of China;\n\n \n \n \n\n \n●\ninvestigating\nand imposing penalties on illegal acts and misconduct of insurance institutions and practitioners, such as unfair competition and\ndirect or disguised engagement in insurance business by non-insurance institutions;\n\n \n \n \n\n \n●\nsupervising\noverseas insurance institutions established by domestic insurance and non-insurance institutions;\n\n \n \n \n\n \n●\nestablishing\nthe standards for information systems used in the insurance industry;\n\n \n \n \n\n \n●\nestablishing\ninsurance risk-assessment, risk-warning and risk-monitoring systems;\n\n \n \n \n\n \n●\ntracking,\nanalyzing, monitoring and forecasting the operating conditions of the insurance market; and\n\n \n \n \n\n \n●\ncentralizing\ncompilation of statistical data and reports for the national insurance industry and carrying out publication in accordance with relevant\nregulations.\n\n \n\n*Fundamental\nRegulation of Insuring Activities*\n\n \n\nThe\nlegal framework for monitoring and administering insuring activities within the territory of the PRC is underpinned by laws and regulations,\nincluding the Insurance Law of the People’s Republic of China (the “PRC Insurance Law”), and administrative regulations,\ndepartmental provisions and other regulatory documents in accordance with the PRC Insurance Law.\n\n \n\nAs\nthe fundamental insurance law of the PRC, the PRC Insurance Law is the most important law in the regulatory and legal framework for the\nPRC insurance industry. The Standing Committee of the National People’s Congress approved the PRC Insurance Law on June 30, 1995.\nThe PRC Insurance Law became effective on October 1, 1995 and was amended in 2002, 2009, 2014 and 2015.\n\n \n\n*Regulation\nof Insurance Brokerages*\n\n \n\nThe\nprincipal regulation governing insurance brokerages is the Provisions on the Regulation of Insurance Brokers, effective from May 1, 2018.\nAccording to this regulation, “insurance brokers” refer to institutions, including insurance brokerage companies and their\nbranches, that receive commissions for providing intermediary services for insurance contracts between applicants and insurance companies\non behalf of applicants.\n\n \n\nTo\nestablish an insurance brokerage company that conducts business in regions outside the province, autonomous region, municipality directly\nunder the central government, or city specifically designated in the state plan where its business is registered, the minimum registered\nis RMB50 million. The registered capital of an insurance brokerage company must be paid-in monetary capital. An insurance brokerage company\nmust obtain a license to operate an insurance brokerage business within the PRC.\n\n \n\nAn\ninsurance brokerage company may conduct the following insurance brokering businesses:\n\n \n\n \n●\nmaking\ninsurance proposals, selecting insurance companies and handling the insurance application procedures for applicants;\n\n \n \n \n\n \n●\nassisting\nthe insured or the beneficiary to claim compensation;\n\n \n\n93\n\n \n\n \n\n \n●\nreinsurance\nbrokering;\n\n \n\n \n●\nproviding\nconsulting services to clients with respect to disaster and damage prevention, risk assessment and risk management; and\n\n \n\n \n●\nperforming\nother business activities specified by the CIRC.\n\n \n\nWe\nplan to expand our business to engage in insurance brokerage activities and apply for an insurance brokerage license with the NFRA in\nthe future, and will be subject to additional rules and regulations as an insurance brokerage.\n\n \n\n*Regulation\nof Insurance Agencies*\n\n \n\nThe\nprincipal regulation governing professional insurance agencies is the Provisions on the Regulation of Insurance Agencies, effective from\nJanuary 1, 2021. The Provisions on the Regulation of Insurance Agencies regulate market access, operating rules, market exit, monitoring\nand inspection, and legal obligations for insurance agencies.\n\n \n\nAccording\nto the Provisions on the Regulation of Insurance Agencies, “insurance agencies” refers to organizations or individuals that\nare entrusted by an insurance company and collect commissions from the insurance company to handle the insurance business on an agency\nbasis within the scope authorized by the insurance company, including professional insurance agencies, sideline insurance agencies and\nindividual insurance agents.\n\n \n\nTo\nestablish a professional insurance agency, the minimum registered capital depends on its business region. For professional insurance\nagencies whose business regions are not limited to the province, autonomous region, municipality directly under the central government,\nor city specifically designated in the state plan where they are registered, the minimum registered capital should be RMB50 million,\nwhile for those operating within the province, autonomous region, municipality directly under the central government, or city specifically\ndesignated in the state plan where they are registered, the minimum registered capital should be RMB20 million. The registered capital\nof a professional insurance agency must be paid-in monetary capital. An insurance professional agency must obtain an Insurance Agent\nOperating License.\n\n \n\nA\nprofessional insurance agency may engage in the following insurance agency businesses:\n\n \n\n \n●\nselling\ninsurance products on behalf of the insurer principal;\n\n \n \n \n\n \n●\ncollecting\ninsurance premiums on behalf of the insurer principal;\n\n \n \n \n\n \n●\nconducting\nloss surveys and handling claims of insurance businesses on behalf of the insurer principal; and\n\n \n \n \n\n \n●\nother\nbusiness activities specified by the CBIRC (currently known as the NFRA).\n\n \n\nAccording\nto the Notice to Overhaul Chaotic Auto Insurance Market (the “Overhaul Notice”), promulgated by the CIRC on July 6, 2017,\nall property insurance companies must intensify their compliance management and control of vehicle insurance intermediary businesses,\nand comply with authorization and management responsibilities applicable to intermediaries and individuals. Property insurance companies\nmay not entrust any institution without lawful qualification to conduct insurance sale activities, or pay vehicle insurance service charges\nto unqualified institutions, directly or in a disguised way.\n\n \n\n94\n\n \n\n \n\nProperty\ninsurance companies may not entrust or permit any cooperative intermediary to delegate vehicle insurance agency rights to any other institution.\nA property insurance company may entrust a third-party internet platform to provide webpage-linking services, but may not entrust or\npermit any third-party internet platform without a lawful qualification as an insurance intermediary to engage in insurance sale activities\non its website, including trial calculations of insurance premiums, price quotations and comparisons, business promotions and fund payments.\n\n \n\nProperty\ninsurance companies must submit for approval of the terms and premium ratios for vehicle insurance. Any property insurance company, insurance\nintermediary or individual may not grant or undertake to grant benefits not specified in an insurance contract to the policyholder or\nthe insured, including by returning cash or providing prepaid cards, negotiable securities, insurance products, coupons or other property,\nor offsetting premiums by reward points or exchanging reward points for goods. Property insurance companies, insurance intermediaries\nor individuals may not pay interest or benefits not specified in an insurance contract in a disguised way such as by allowing the insured\nto participate in a promotional campaign organized by any other institution or individual.\n\n \n\nAccording\nto the Guiding Opinions on Implementation of the Comprehensive Reform of Vehicle Insurance promulgated by the CBIRC (currently known\nas the NFRA) on September 2, 2020, insurance companies and intermediaries will be under simultaneous investigation and handling in the\nvehicle insurance field, to severely crack down on the illegal acts such as obtaining service charges by fabricating intermediary business,\nissuing false invoices and bundled sales. In addition, it is imperative to promote insurance companies and intermediaries to improve\nthe connection of information systems, to regulate the settlement and payment of service charges, and prohibit the advance payment by\nsales personnel. Insurance intermediaries are prohibited from carrying out non-local vehicle insurance business.\n\n \n\nPursuant\nto the Administrative Measures for Insurance Sales Activities promulgated by the NFRA on September 20, 2023 and came into effect on March\n1, 2024, insurance companies and insurance intermediaries shall not engage in insurance sales practices beyond the scope of business\nand regional scope approved by the law and regulatory system as well as regulatory agencies. Insurance sales personnel shall not engage\nin insurance sales practices beyond the scope of authorization of their respective institutions. Insurance companies and insurance intermediaries\nshould strengthen the management of insurance sales channel business, implement the responsibility for insurance sales channel business\ncompliance, improve the supervision of insurance sales channel compliance, and shall not use the insurance sales channel to carry out\nillegal and irregular activities.\n\n \n\n*Regulations\nof Informatization Work of Insurance Intermediaries*\n\n \n\nAccording\nto the Regulation of Informatization Work of Insurance Intermediaries promulgated by the CBIRC (currently known as the NFRA) on January\n5, 2021, insurance intermediaries are required to apply modern information technologies to business processing, operation management\nand internal control, to continuously improve operational efficiency, optimize the allocation of internal resources and improve the level\nof risk prevention.\n\n \n\nInsurance\nintermediaries shall perform the following obligations:\n\n \n\n \n●\ncomply\nwith laws, administrative regulations and technical standards on cyber security and informatization work and the regulatory system\nof the CBIRC (currently known as the NFRA);\n\n \n \n \n\n \n●\nformulate\ntheir respective informatization work plans, and ensure that such plans are consistent with their overall business plans;\n\n \n \n \n\n \n●\nformulate\nan informatization system and establish an informatization management mechanism featuring reasonable division of work, clarified\nduties and clear reporting relations;\n\n \n \n \n\n \n●\nprepare\nan informatization budget and ensure the funds required for the informatization work;\n\n \n \n \n\n \n●\ncarry\nout the informatization construction of their own institutions, and ensure that they have complete control of the management power\nover their own information systems and data;\n\n \n\n95\n\n \n\n \n\n \n●\nformulate\ntheir own emergency response plans for informatization emergencies, organize emergency drills, and timely report, quickly respond\nto and handle the informatization emergencies that have occurred in their own institutions;\n\n \n \n \n\n \n●\ncooperate\nwith the CBIRC (currently known as the NFRA) and its local bureau in carrying out the supervision and inspection of the informatization\nwork, truthfully provide the relevant documents and materials, and make corrections according to the regulatory opinions;\n\n \n \n \n\n \n●\ncarry\nout informatization training, and enhance the informatization awareness, information security awareness and software legalization\nawareness of their employees; and\n\n \n \n \n\n \n●\nother\ninformatization duties as specified by the CBIRC (currently known as the NFRA).\n\n \n\nBased\non aforesaid principal obligations, insurance intermediaries shall, in particular, protect personal information in the process of collecting\nand handling such information. Without permission or authorization, an insurance intermediary shall not collect personal information\nirrelevant to the services it provides, or collect, use, provide or dispose of personal information in violation of the laws, administrative\nregulations or contractual stipulations, or divulge or distort personal information.\n\n \n\nWhere\nthe informatization work of insurance intermediaries fails to meet the requirements of the Regulation of Informatization Work of Insurance\nIntermediaries, they shall be deemed as failing to meet the requirements of Articles 7, 12 and 18 of the Provisions on the Regulation\nof Insurance Agencies, Articles 7 and 16 of the Provisions on the Regulation of Insurance Brokers, Articles 16 and 18 of the Provisions\non the Regulation of Insurance Assessors and other relevant conditions and shall not engage in insurance intermediary business.\n\n \n\n*Regulation\nof Services Provided by Professional Insurance Agency and Its Practitioners*\n\n \n\nBased\non the Provisions on the Regulation of Insurance Agencies, professional insurance agencies and practitioners may not take the following\ndeceptive actions in insurance agency activities:\n\n \n\n \n●\ndeceiving\nthe insurer, applicant, the insured or beneficiary;\n\n \n \n \n\n \n●\nconcealing\nimportant information relating to the insurance contract;\n\n \n \n \n\n \n●\nobstructing\nthe applicant to perform his/her obligation of disclosure, or inducing him/her not to perform his/her obligation of disclosure;\n\n \n \n \n\n \n●\ngiving\nor promising to give the applicant, the insured or the beneficiary benefits other than those stipulated in the insurance contract;\n\n \n \n \n\n \n●\ncoercing,\ninducing or restricting the applicant to enter into an insurance contract by taking advantage of his/her administrative power, position\nor the advantage of his/her occupation or by other unfair means;\n\n \n \n \n\n \n●\nforging\nor altering an insurance contract without authorization, or providing false supporting materials for the parties to an insurance\ncontract;\n\n \n \n \n\n \n●\nmisappropriating,\nwithholding or occupying insurance premiums or insurance benefits;\n\n \n \n \n\n \n●\nseeking\nimproper benefits for other institutions or individuals by taking advantage of his/her business;\n\n \n \n \n\n \n●\ndefrauding\nthe insurance benefits by colluding with the applicant, the insured or beneficiary; or\n\n \n \n \n\n \n●\ndisclosing\nbusiness secrets of the insurer, the applicant or the insured known in the business activities.\n\n \n\n96\n\n \n\n \n\nA\nprofessional insurance agency may not sign insurance contracts on behalf of a contributor. On April 2, 2019, the CBIRC (currently known\nas the NFRA) issued a Notice to Rectify the Irregularities in the Insurance Intermediary Market (the “Rectify Notice”), requiring\nall insurance companies and insurance intermediaries to conduct self-inspections to determine whether their practices violate relevant\nregulations.\n\n \n\nAccording\nto the Rectify Notice, among other matters, insurance intermediaries and insurance agencies must rectify any non-compliance practices,\nsuch as granting or undertaking to grant policyholders, insured parties or beneficiaries benefits other than those agreed in the insurance\ncontracts, failure to register the sales persons engaged by the insurance intermediaries with the Insurance Intermediaries Regulatory\nInformation System, or hiring sales person with bad conduct or who do not have professional knowledge necessary for insurance sales.\nAs of the date this annual report, we have completed the applicable rectification measures.\n\n \n\nOn\nJune 23, 2020, the CBIRC (currently known as the NFRA) further issued the Notice to Follow-up Review of the Rectification of Market Chaos\nin Banking and Insurance Industries (the “Review Notice”), requiring all banking and insurance institutions to carry out\nstrict self-examination and self-rectification. According to the Review Notice, among other matters, insurance companies and insurance\nintermediaries must rectify any non-compliance practices, such as misleading consumers to buy insurance products by making false publicity\non the grounds that the sales of insurance products are about to be stopped or the premium rates are about to be adjusted, maliciously\nmisleading or instigating clients to cancel insurance policies, making consumers suffer from unnecessary losses of contractual rights\nand interests, or disclosing client information in violation of regulations. We have completed the self-examination and self-rectification\nwork and reported the same to the CBIRC (currently known as the NFRA).\n\n \n\n*Regulation\nof Foreign Investment in the Insurance Brokerage and Insurance Agency Industry*\n\n \n\nPursuant\nto the Announcement of the China Insurance Regulatory Commission on Permitting Foreign Insurance Brokerage Companies to Establish Solely\nForeign-invested Insurance Brokerage Companies, effective from December 11, 2006, in accordance with the related commitments of China\nfor accession to the WTO, foreign insurance brokerage companies may establish wholly foreign-funded insurance brokerage companies in\naccordance with PRC laws and there are no restrictions other than those on establishment conditions and business scope. Pursuant to the\nNotice of the China Banking and Insurance Regulatory Commission on Widening the Scope of Business of Foreign-funded Insurance Brokerage\nCompanies issued on and effective from April 27, 2018, foreign-funded insurance brokerage institutions that have obtained insurance brokerage\nbusiness permits upon approval by the insurance regulatory authority of the State Council may engage in the same businesses as a PRC\ndomestic insurance brokerage company.\n\n \n\nPursuant\nto the Public Announcement of the China Insurance Regulatory Commission on Relevant Matters Concerning the Application of the Insurance\nAgencies in Hong Kong and Macao for Establishing Solely-Invested Insurance Agencies in the Mainland issued on December 26, 2007, from\nJanuary 1, 2008, local professional insurance agencies in Hong Kong or Macao which meet the requirements may apply for the establishment\nof solely-invested insurance agencies in the mainland of the PRC. Pursuant to the Supplements and Amendments VIII to the Mainland’s\nSpecific Commitments on Liberalization of Trade in Services for Hong Kong and the Supplements and Amendments VIII to the Mainland’s\nSpecific Commitments on Liberalization of Trade in Services for Macao, qualified insurance brokerage institutions in Hong Kong or Macao\nmay establish solely-invested insurance agencies in Guangdong province (including Shenzhen) for practicing within Guangdong province.\nPursuant to the Notice of the China Banking and Insurance Regulatory Commission on Allowing Overseas Investors to Operate Insurance Agent\nBusiness in China, effective from June 19, 2018, overseas insurance agency entities operating an insurance agency business for three\nor more years outside China and foreign-funded insurance companies in China which have operated for three or more years may apply to\nCBIRC (currently known as the NFRA) to establish a foreign-invested insurance agency within China.\n\n \n\n97\n\n \n\n \n\n*Qualification\nManagement for Directors, Supervisors and Senior Management Personnel*\n\n \n\nBased\non the Provisions on the Regulation of Insurance Agencies, “senior managers of a professional insurance agency” refers to\nthe following personnel:\n\n \n\n \n●\nthe\ngeneral manager, deputy general manager of the professional insurance agency;\n\n \n \n \n\n \n●\nthe\nmajor principals of the provincial branches of the professional insurance agency; and\n\n \n \n \n\n \n●\nother\nmanagement personnel exercising important powers in the business management of the professional insurance agency.\n\n \n\nThe\nsenior management personnel of a professional insurance agency must meet the criteria stipulated in the Provisions on the Regulation\nof Insurance Agencies and approved by the CBIRC (currently known as the NFRA).\n\n \n\n*Qualification\nManagement for Practitioners of Insurance Agencies*\n\n \n\nBased\non the Provisions on the Regulation of Insurance Agencies, the CBIRC (currently known as the NFRA) is authorized by law and the State\nCouncil to exercise centralized supervision and administration competence over practitioners of insurance agencies by category. Under\nthe Provisions on the Regulation of Insurance Agencies, the term “practitioners of insurance agencies” refers to individuals\nof insurance agencies who engage in sale of insurance products or the relevant loss survey.\n\n \n\nBased\non the Provisions on the Regulation of Insurance Agencies, the Circular of the China Insurance Regulatory Commission on Issues concerning\nthe Administration of Insurance Intermediary Practitioners promulgated by the CIRC on August 3, 2015 and Notice on Cancelling and Adjusting\na Group of Administrative Approval Items promulgated by the CIRC on August 7, 2015, prior to practice of practitioners of insurance agencies,\nthe employer should file practice registration information for such personnel on the CBIRC (currently known as the NFRA) insurance intermediaries\nmonitoring information system, without requiring a qualification certificate as a prerequisite for practice registration management.\n\n \n\nProfessional\ninsurance agencies, including us, are obligated to monitor the sales activities of the salespersons and restrict and prohibit the misconduct\nof such insurance sales practitioners employed by or cooperated with such professional insurance agencies. Any failure to do so may result\nin rectification orders, penalties or fines to the practitioners of insurance agencies and the professional insurance agencies themselves.\n\n \n\n*Regulation\nof Insurance Premium Rates*\n\n \n\nPursuant\nto the PRC Insurance Law, insurance companies must formulate insurance clauses and insurance premium rates fairly and reasonably.\n\n \n\nBased\non the Administrative Measures for the Insurance Clauses and Premium Rates of Property Insurance Companies, effective from October 1,\n2021, the Circular on Issues Concerning the Implementation of the Administrative Measures for the Insurance terms and Premium Rates of\nProperty Insurance Companies, effective from May 1, 2010, and the Circular on Issues concerning Further Strengthening and Improving the\nRegulation of Products of Property Insurances Companies, effective from March 1, 2020, insurance clauses and insurance premium rates\nfor the following property insurance products must be reported to the CBIRC (currently known as the NFRA) for approval:\n\n \n\n \n●\nmotor\nvehicle insurance (other than in the form of demonstration products);\n\n \n \n \n\n \n●\nnon-life\ninvestment insurance;\n\n \n\n98\n\n \n\n \n\n \n●\nguaranteed\ninsurability and credit insurance with an insurance period of more than one year (other than in the form of demonstration products);\nand\n\n \n \n \n\n \n●\nother\ninsurance products recognized by the CBIRC (currently known as the NFRA) as related to the public interest and compulsory insurance\nrequired by laws and administrative regulations.\n\n \n\nIf\ninsurance companies modify approved insurance clauses or insurance premium rates, they must submit the modifications for approval. In\naddition, insurance companies should report insurance clauses and insurance premium rates for insurance products outside the scope set\nout above to the CBIRC (currently known as the NFRA) or, as the case may be, the local CBIRC (currently known as the NFRA) bureau for\nfiling within 10 business days after the implementation. In case of revisions or amendments to insurance liabilities in insurance clauses\nor insurance premium rates that have been filed, such revisions or amendments shall be filed again.\n\n \n\nPursuant\nto the Guidelines for the Development of Insurance Products by Property Insurance Companies promulgated by the CIRC on December 30, 2016\nand effective from January 1, 2017, insurance premium rates must meet the principles of rationality, fairness and adequacy.\n\n \n\nPursuant\nto the Circular of the General Office of the China Banking and Insurance Regulatory Commission on Matters relating to Further Tightened\nRegulation of Vehicle Insurance, promulgated and implemented by the CBIRC (currently known as the NFRA) on January 14, 2019, property\nand casualty insurance companies must establish terms and premium rates for automobile insurance policies in strict compliance with PRC\nlaws and regulations. Insurance companies are strictly prohibited from conducting the following activities:\n\n \n\n \n●\namending\nany term or premium rate directly or in disguise without approval of the CBIRC (currently known as the NFRA);\n\n \n \n \n\n \n●\nproviding\npremium rates beyond the approved range by offering or promising to offer payment of inappropriate interest not stipulated in the\ninsurance policies to insurance policyholders or owners of insured vehicles in disguise;\n\n \n \n \n\n \n●\npaying\ncommission fee rates beyond the approved range by fabricating other expenses in disguise; and\n\n \n \n \n\n \n●\nfailing\nto apply the approved premium rate as required for insurance policies for new cars.\n\n \n\nPursuant\nto the Circular of the General Office of the China Banking and Insurance Regulatory Commission on Matters relating to Further Tightened\nRegulation of Vehicle Insurance, property and casualty insurance companies must strengthen the veracity of their business and financial\ndata and ensure timely and truthful accounting journal entries of all operating costs and expenses. Insurance companies are strictly\nprohibited from conducting the following activities:\n\n \n\n \n●\nfraudulently\ncharging commission by recording insurance policies sold directly by insurance companies as having been sold through insurance agencies\nor other means;\n\n \n \n \n\n \n●\ncreating\nfalse expenses by fabricating false sales records or recording administrative expenses or other means;\n\n \n \n \n\n \n●\nmanipulating\nresults of operations by setting aside reserves in violation of laws and regulations; and\n\n \n \n \n\n \n●\nmanipulating\nresults of operations by deliberately deferring accounting journal entry of expenses.\n\n \n\n99\n\n \n\n \n\nPursuant\nto the Guiding Opinions on Implementation of the Comprehensive Reform of Vehicle Insurance, property insurance companies shall take the\nfollowing actions for the sake of consumers:\n\n \n\n \n●\nimplement\nthe new development concept, take the road of high-quality development;\n\n \n \n \n\n \n●\nadjust\nand optimize the assessment mechanism, reduce the assessment weight of premium scale, business growth and market share;\n\n \n \n \n\n \n●\nimprove\nthe assessment requirements of consumer satisfaction, compliance operation and quality benefit;\n\n \n \n \n\n \n●\ncarry\nout product development work, approval and filing, and information system transformation;\n\n \n \n \n\n \n●\nstrengthen\nthe backtracking of terms and rates, and prevent the risk of insufficient premiums; and\n\n \n \n \n\n \n●\nstrengthen\nbusiness training and team building, improve the underwriting and claims system, and improve the quality of underwriting and claims\nservice.\n\n \n\n**Regulation\nof Internet Insurance**\n\n \n\nOn\nDecember 7, 2020, CBIRC (currently known as the NFRA) issued Measures for the Regulation of Internet Insurance Businesses (the “Internet\nInsurance Measures”). Pursuant to the Internet Insurance Measures, no institutions or individuals other than insurance institutions,\nwhich refer to insurance companies, insurance agency companies, insurance brokerage companies and other qualified insurance intermediaries,\nmay engage in the internet insurance business. Under the Internet Insurance Measures, an insurance institution may sell insurance products\nor provide insurance brokerage services via the Internet and self-service terminal equipment, so that consumers can independently learn\nthe product information and complete insurance purchase on their own through such insurance institution’s self-operated network\nplatform or the self-run network platforms of other insurance institutions. However, the insurance application pages must belong to the\nself-run network platform of such insurance institution. “Self-operated online platforms” refer to online platforms set up\nby insurance institutions with independent operation and complete data authority. Self-operated online platforms shall effectively isolate\nfrom its affiliated parties such as shareholders, actual controllers and senior executives of the company in such aspects as finance,\nbusiness, information system and customer information protection etc.\n\n \n\nAn\ninsurance institution conducting Internet insurance businesses and its self-operated network platform shall meet the following conditions:\n\n \n\n \n●\nthe\nplace of service access is within the territory of the PRC;\n\n \n \n \n\n \n●\nit\nshall meet the provisions of the relevant laws and regulations and the qualification requirements of the competent authority of the\nrelevant industry;\n\n \n \n \n\n \n●\nit\nshall have an information management system and core business system supporting the operation of Internet insurance businesses, which\nshall be effectively isolated from other irrelevant information systems of the insurance institution;\n\n \n \n \n\n \n●\nit\nshall have sound cybersecurity monitoring, information notification and emergency response mechanisms, as well as sound cybersecurity\nprotection means such as boundary protection, intrusion detection, data protection and disaster recovery;\n\n \n \n \n\n \n●\nit\nshall implement the national graded protection system for cybersecurity, carry out record-filing of the grading of cybersecurity,\nregularly carry out graded protection assessment, and implement security protection measures for the corresponding grades;\n\n \n \n \n\n \n●\nit\nshall have a legal and compliant marketing model and establish an operation and service system that meets the operation needs of\nInternet insurance, meets the characteristics of Internet insurance users and supports the service coverage regions;\n\n \n\n100\n\n \n\n \n\n \n●\nit\nshall establish or specify an Internet insurance business management department, equip itself with corresponding professionals, designate\na senior executive to serve as the person in charge of Internet insurance businesses, and specify the persons in charge of the self-run\nnetwork platforms respectively;\n\n \n \n \n\n \n●\nit\nshall have a sound management system and operating procedures for Internet insurance businesses.\n\n \n \n \n\n \n●\nan\ninsurance company shall, in carrying out Internet insurance sales, comply with the relevant provisions of the CBIRC (currently known\nas the NFRA) on the regulatory evaluation for solvency and protection of consumers’ rights and interests;\n\n \n \n \n\n \n●\na\nprofessional insurance intermediary shall be a national agency, and its business regions are not limited to the province where its\nhead office is registered, and shall comply with the relevant provisions of the CBIRC (currently known as the NFRA) on the classified\nregulation of professional insurance intermediaries; and\n\n \n \n \n\n \n●\nit\nshall meet other conditions prescribed by the CBIRC (currently known as the NFRA).\n\n \n\nAccording\nto the Internet Insurance Measures, “Internet insurances companies” can be established upon special approval by the CBIRC\nand registered in accordance with the law without establishing branches and specialize in carrying out Internet insurance business nationwide\nin order to promote the integration and innovation of insurance business with the Internet, big data and other new technologies. An Internet\ninsurance company shall not sell insurance products offline or through other insurance institutions.\n\n \n\nIn\naddition, an Internet enterprise is allowed to use the self-operated network platform to sell Internet insurance products and provide\ninsurance services as an insurance agent, provided that such Internet enterprise shall obtain the insurance agency operating license\nfor operating insurance agency business.\n\n \n\nNon-insurance\ninstitutions may not carry out Internet insurance business, including but not limited to the following commercial acts: (i) providing\nconsulting services for insurance products; (ii) comparing insurance products, trial calculation of insurance premiums and comparing\nquotations; (iii) designing insurance purchase plans for insurance applicants; (iv) going through insurance purchase formalities on behalf\nof clients; and (v) collecting insurance premiums as an agent.\n\n \n\nThe\nInternet Insurance Measures provides that the CBIRC (currently known as the NFRA) and its local offices are responsible for the development\nof the regulatory system for Internet insurance business in an overall manner, and the CBIRC (currently known as the NFRA) and its local\noffices shall, in accordance with the division of regulatory work for insurance institutions, implement daily monitoring and regulation\nof Internet insurance business.\n\n \n\n**Regulation\nof Anti-money laundering**\n\n \n\nBased\non the Administrative Measures for the Anti-money Laundering Work in the Insurance Industry, effective from October 1, 2011, the CBIRC (currently\nknown as the NFRA) organizes, coordinates and directs policies concerning anti-money laundering in the insurance industry. Under these\nmeasures, insurance companies, insurance asset management companies, professional insurance agencies and insurance brokers are required\nto materially improve their anti-money laundering related internal control competence on the basis of real-name policy issuance and on\nthe principle of complete customer materials, traceable transaction records and regulated funds operation.\n\n \n\nBased\non provisions of the Administrative Measures for the Anti-money Laundering Work in the Insurance Industry, insurance companies carrying\nout the insurance business via professional insurance agencies or financial institution-based insurance joint offering agencies must\ninclude anti-money laundering provisions in their cooperation agreements. Professional insurance agencies and brokers must establish\nanti-money laundering internal control systems and prohibit equity investments with funds from illicit sources.\n\n \n\n101\n\n \n\n \n\nSenior\nmanagement personnel of professional insurance agencies and brokers must be versed in anti-money laundering laws and regulations. Professional\ninsurance agencies and brokers must provide anti-money laundering training and education, properly manage major money laundering cases\ninvolving itself, facilitate anti-money laundering monitoring and inspection, administrative investigation and investigation of criminal\nactivities involving money laundering, and keep confidential any information related to lawful anti-money laundering initiatives.\n\n \n\n**Regulation\nof Value-added Telecommunications Services and Foreign Investment Restrictions**\n\n \n\nOn\nSeptember 25, 2000, the Telecommunications Regulations of the People’s Republic of China (the “Telecom Regulations”),\nthe primary governing law on telecommunication services, were issued by the PRC State Council. The Telecom Regulations were most recently\namended and became effective on February 6, 2016. The Telecom Regulations set out the general framework for the provision of telecommunication\nservices by PRC companies. Under the Telecom Regulations, telecommunications service providers are required to procure operating licenses\nprior to commencing operations.\n\n \n\nThe\nTelecom Regulations draw a distinction between “basic telecommunications services” and “value-added telecommunications\nservices”. The Catalog of Telecommunications Business was issued as an attachment to the Telecom Regulations to categorize telecommunications\nservices as basic or value-added. Information services via public communication networks, such as fixed networks, mobile networks and\nthe internet, are classified as value-added telecommunications services.\n\n \n\nOn\nMarch 1, 2009, the MIIT issued the Administrative Measures for Telecommunications Business Operating Permit (the “Telecom Permit\nMeasures”), which took effect on April 10, 2009. The Telecom Permit Measures were amended and became effective on September 1,\n2017. The Telecom Permit Measures confirm that there are two types of telecom operating licenses for operators in China, namely, licenses\nfor basic telecommunications services and licenses for value-added telecommunications services (the “VATS License”).\n\n \n\nThe\noperating scope of a license describes the permitted activities of the enterprise to which it is granted. An approved telecommunication\nservices operator must conduct its business in accordance with the specifications listed in its VATS License. In addition, a VATS License’s\nholder is required to obtain approval from the original permit-issuing authority in respect of any change to its shareholders.\n\n \n\nOn\nJuly 13, 2006, the MIIT issued the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added\nTelecommunications Business (the “MIIT Circular”), which requires foreign investors to set up foreign-invested enterprises\nand obtain a VATS License to conduct any value-added telecommunications business in China. Under the MIIT Circular, a domestic company\nthat holds a VATS License is prohibited from leasing, transferring or selling the license to foreign investors in any form and from providing\nany assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications\nbusiness illegally in China.\n\n \n\nFurthermore,\nthe relevant trademarks and domain names used in a value-added telecommunications business must be owned by the local VATS License holder\nor its shareholders. The MIIT Circular further requires each VATS License holder to have the necessary facilities for its approved business\noperations and to maintain such facilities in the regions covered by its license.\n\n \n\n102\n\n \n\n \n\nPursuant\nto the Provisions on Administration of Foreign Invested Telecommunications Enterprises promulgated by the State Council on December 11,\n2001 and amended on September 10, 2008, February 6, 2016 and March 29, 2022 and Notice of Removing the Restrictions on Foreign Equity\nRatios in Online Data Processing and Transaction Processing (Operating E-commerce) Business promulgated by MIIT on June 19, 2015, the\nultimate foreign equity ownership in a value-added telecommunications services provider may not exceed 50%, except for online data processing\nand transaction processing businesses (operating e-commerce business) which may be 100% owned by foreign investors. Moreover, for a foreign\ninvestor to acquire any equity interest in a value-added telecommunications business in China, it must satisfy a number of stringent\nperformance and operational experience requirements, including demonstrating good track records and experience in operating value-added\ntelecommunications business overseas. On March 29, 2022, the State Council issued the Decision to Amend and Abolish Certain Administrative\nRegulations, which makes amendments to the Provisions on Administration of Foreign Invested Telecommunications Enterprises. The amendments\ninclude, among others, removing the performance and operational experience requirements for main foreign investors that invest in PRC\ncompanies conducting value-added telecommunication business as set out in the Provisions on Administration of Foreign Invested Telecommunications\nEnterprises. The amended Provisions on Administration of Foreign Invested Telecommunications Enterprises took effect on May 1, 2022.\n\n \n\nForeign\ninvestors must obtain approvals from the MIIT and the Ministry of Commerce (the “MOFCOM”) or their authorized local counterparts,\nwhich retain considerable discretion in granting approvals. Pursuant to publicly available information, the PRC government has issued\ntelecommunications business operating licenses to Sino-foreign joint ventures in very limited circumstances. The Special Administrative\nMeasures for Access of Foreign Investment (Negative List) (2024 Edition), promulgated on September 6, 2024 and effective on November\n1, 2024, also imposes the 50% restrictions on foreign ownership in value-added telecommunications business except for operating e-commerce\nbusiness, domestic multi-party communication business, information storage and re-transmission business and call center business.\n\n \n\nOn\nApril 8, 2024, the MIIT issued the Circular on Implementing the Pilot Programs Work to Expand the Opening-up of the Value-Added Telecommunications\nServices (the “Circular”). The Circular states that the MIIT will launch pilot programs to expand the opening-up of value-added\ntelecommunications services and the pilot programs will be initially launched in several regions, including Beijing Comprehensive Demonstration\nZone for the Expansion and Opening up of Service Industries, Shanghai’s Lingang New Area within the China (Shanghai) Pilot Free\nTrade Zone, Hainan Free Trade Port, and the Shenzhen Pilot Demonstration Zone of Socialism with Chinese Characteristics. In the regions\napproved to launch pilot programs, foreign ownership restrictions in certain value-added telecommunications business will be removed,\nincluding internet data centers, content delivery networks, internet service providers, online data processing and transaction processing,\nand information publishing platforms and delivery services (excluding internet news information, online publishing, online audiovisual,\nand internet cultural operations) and information protection and processing services. Foreign invested enterprises conducting these services\nin approved pilot regions are required to obtain approval from the MIIT in accordance with applicable law and regulations. The Circular\nalso indicates that based on the implementation of the pilot programs, the scope of the pilot regions may be expanded.\n\n \n\nOn\nSeptember 25, 2000, the State Council promulgated the Administrative Measures on Internet Information Services (the “Internet Measures”),\nwhich were amended in January 2011 and December 2024. Under the Internet Measures, “internet information services” refer\nto the provision of information through the internet to online users, and are divided into “commercial internet information services”\nand “non-commercial internet information service”. Commercial Internet information services operators must obtain a license\nfor provision of commercial internet information services (the “ICP License”), from the relevant government authorities before\nengaging in any commercial internet information services operations within the PRC.\n\n \n\nPursuant\nto the Internet Insurance Measures, self-operated internet platforms through which insurance institutions conduct internet insurance\nbusiness must meet certain requirements such as obtaining ICP Licenses or making ICP filings and maintaining sound internet operation\nsystems and information security systems. As of the date of this annual report, the VIE and its subsidiaries have obtained the requisite\nICP licenses for our digital platforms.\n\n \n\n103\n\n \n\n \n\n**Regulation\nof Internet Content Providers**\n\n \n\nThe\ncontent of internet information is highly regulated in China. Pursuant to the Internet Measures, the PRC government may shut down the\nwebsites of ICP License holders and revoke their ICP Licenses if they produce, reproduce, disseminate or broadcast information that is\nprohibited by law or administrative regulations. Commercial internet information services operators are also required to monitor their\nwebsites. They may not post or disseminate any content that falls within the prohibited categories, and must remove any such content\nfrom their websites, save the relevant records and report violations to the relevant governmental authorities.\n\n \n\nAccording\nto the Cybersecurity Law of the People’s Republic of China promulgated by the Standing Committee of the National People’s\nCongress on November 7, 2016, last amended on October 28, 2025 and effective from January 1, 2026, network service providers must comply with laws and regulations and ensure\nnetwork security, effectively respond to cybersecurity incidents, prevent illegal and criminal activities committed on the network, and\nmaintain the integrity, confidentiality and availability of network data.\n\n \n\nOn\nJune 14, 2022, the CAC promulgated the Administrative Provisions on Mobile Internet Application Information Services (the “Mobile\nApplication Administrative Provisions”), which took effect on August 1, 2022 and has replaced its previous version promulgated\non June 28, 2016, to strengthen the regulation of mobile application information services. Pursuant to the Mobile Application Administrative\nProvisions, an internet application program provider must verify a user’s identity based on its mobile phone number, ID number,\nunified social credit code and other identifying information. An internet application program provider must not conduct false advertising\nor bundled installation, and shall process personal information under the principles of legitimacy, rightfulness, necessity and good\nfaith, have clear and reasonable purposes, disclose processing rules, comply with the relevant provisions on the scope of necessary personal\ninformation, regulate personal information processing activities, and take necessary measures to ensure the security of personal information,\nand shall not, for any reason, force users to consent to personal information processing, or refuse users to use their basic functions\nand services on the ground that users do not agree to provide unnecessary personal information. The Mobile Application Administrative\nProvisions further clarifies the obligations of internet application program providers to protect minors and to inform the users and\nreport to the governmental authorities upon the risk of application security.\n\n \n\nIn\nDecember 2016, the MIIT promulgated the Interim Measures on the Administration of Pre-Installation and Distribution of Applications for\nMobile Smart Terminals (the “Mobile Application Interim Measures”), which took effect on July 1, 2017. The Mobile Application\nInterim Measures requires, among others, that internet information service providers must ensure that a mobile application, as well as\nits ancillary resource files, configuration files and user data can be uninstalled by a user on a convenient basis, unless it is a basic\nfunction software, which refers to a software that supports the normal functioning of hardware and operating systems of a mobile smart\ndevice.\n\n \n\n**Regulation\nof Privacy Protection**\n\n \n\nThe\nLaw of the People’s Republic of China on Protection of Consumer Rights and Interests, promulgated by the Standing Committee of\nthe National People’s Congress on October 31, 1993 and amended on August 27, 2009 and October 25, 2013, specifies that the personal\ninformation of consumers provided in purchasing and using commodities or receiving services shall be under the protection of the law,\nas follows:\n\n \n\n \n●\nBusiness\noperators are required to follow the principles of legality, propriety and necessity when collecting and using consumers’ personal\ninformation, specifically notify consumers about the purpose, method and scope of the collection and use of the information and obtain\nthe consumers’ consent.\n\n \n \n \n\n \n●\nBusiness\noperators who collect and use consumers’ personal information are required to announce their policies on collection and use\nand may not collect and use the information in breach of laws and regulations and the agreement between the operators and the consumers.\n\n \n\n104\n\n \n\n \n\n \n●\nBusiness\noperators and their staff must keep strictly confidential the consumers’ personal information that they collect and should\nnot divulge, sell or unlawfully furnish to any third party such information.\n\n \n \n \n\n \n●\nBusiness\noperators must implement technical and other necessary measures to ensure that the information is secure and to prevent the disclosure\nor loss of consumers’ personal information.\n\n \n \n \n\n \n●\nIn\ncase the information is or is likely to be disclosed or lost, remedial action must be taken immediately.\n\n \n \n \n\n \n●\nBusiness\noperators may not send commercial information to consumers who have not given their consent or have not made a request or have expressed\nexplicit refusal.\n\n \n\nThe\nProvisions on the Technical Measures for the Protection of the Security of the Internet promulgated by the Ministry of Public Security\non December 13, 2005 and effective from March 1, 2006 provide initial requirements on supervising the security of internet information.\nProviders of internet services and enterprise users of the network must establish appropriate management systems. The information registered\nby users may not be publicized or divulged without the approval of the users, unless it is otherwise specified by any law or administrative\nregulation. The providers of internet services and enterprise users of the network must adopt technical measures for the protection of\ninternet security in accordance with relevant laws and regulations and shall not take technical measures to intervene the users’\nfreedom and confidentiality of communication under the pretext of protecting the security of the internet.\n\n \n\nUnder\nthe Several Provisions on Regulating the Market Order of Internet Information Services effective from March 15, 2012, an internet information\nservice provider may not collect any user’s personal information or provide any such information to third parties without the user’s\nconsent. It must also expressly inform the user of the method, content and purpose of the collection and processing of such user’s\npersonal information and may only collect such information as necessary for the provision of its services.\n\n \n\nThe\nDecision on Strengthening Information Protection on Networks promulgated by the Standing Committee of the National People’s Congress\non December 28, 2012, provides basic principles for protecting electronic information by which citizens can be identified and which involves\nthe individual privacy of citizens.\n\n \n\nThe\nProvisions on Protecting the Personal Information of Telecommunications and Internet Users promulgated by the MIIT on July 16, 2013 and\neffective from September 1, 2013 further improve the personal information protection system of telecommunications and internet industries\nand specify the scope and obligation subjects of personal information protection of telecommunications and internet users, rules on collection\nand use of users’ personal information by telecommunications service operators and providers of internet information services and\nagent management and information security guarantee measures.\n\n \n\nThe\nCybersecurity Law imposes certain data protection obligations on network operators, including that network operators may not disclose,\ntamper with, or damage users’ personal information that they have collected, and are obligated to delete unlawfully collected information\nand to amend incorrect information. Moreover, internet operators may not provide users’ personal information to others without\nconsent. Exempted from these rules is information irreversibly processed to preclude identification of specific individuals. Also, the\nCybersecurity Law imposes breach notification requirements that will apply to breaches involving personal information.\n\n \n\n105\n\n \n\n \n\nWith\nrespect to the security of information collected and used by mobile apps, pursuant to the Announcement of Conducting Special Supervision\nagainst the Illegal Collection and Use of Personal Information by Apps, which was issued on January 23, 2019, app operators should collect\nand use personal information in compliance with the Cybersecurity Law and should be responsible for the security of personal information\nobtained from users and take effective measures to strengthen the personal information protection. Furthermore, app operators must not\nforce their users to make authorization by means of bundling, suspending installation or in other default forms and should not collect\npersonal information in violation of laws, regulations or breach of user agreements. Such regulatory requirements were emphasized by\nthe Notice on the Special Rectification of Apps Infringing upon User’s Personal Rights and Interests, which was issued by MIIT\non October 31, 2019. On November 28, 2019, the CAC, MIIT and the SAMR jointly issued the Measures to Identify Illegal Collection and\nUsage of Personal Information by Apps, which lists six types of illegal collection and usage of personal information, including “not\npublishing rules on the collection and usage of personal information,” “failing to expressly state the purpose, method and\nscope of collecting and using personal information,” “collecting or using personal information without the consent of users,”\n“collecting personal information unrelated to the services they provide in violation of the principle of necessity,” “providing\nothers with personal information without the consent” “failure to provide the function of deleting or correcting personal\ninformation in accordance with the law or failure to disclose the information on complaints and whistleblowing reports”.\n\n \n\nPursuant\nto the Ninth Amendment to the PRC Criminal Law, issued by the Standing Committee of the National People’s Congress on August 29,\n2015, and became effective on November 1, 2015, any internet service provider that fails to fulfill its obligations related to internet\ninformation security administration as required under applicable laws and refuses to rectify upon orders shall be subject to criminal\npenalty. In addition, Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues\nConcerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Personal Information, issued on May 8,\n2017, and effective as of June 1, 2017, clarified certain standards for the conviction and sentencing of the criminals in relation to\npersonal information infringement. In addition, on May 28, 2020, the National People’s Congress adopted the PRC Civil Code, which\ncame into effect on January 1, 2021. Pursuant to the PRC Civil Code, the personal information of a natural person shall be protected\nby the law. Any organization or individual shall legally obtain such personal information of others when necessary and ensure the safety\nof such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase\nor sell, provide or make public personal information of others.\n\n \n\nOn\nAugust 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law of\nthe PRC (the “Personal Information Protection Law”), which became effective on November 1, 2021. The Personal Information\nProtection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which\nshould be directly related to the processing purpose, in a method that has the least impact on personal rights and interests, and (ii)\nthe collection of personal information should be limited to the minimum scope necessary to achieve the processing purpose to avoid the\nexcessive collection of personal information. Different types of personal information and personal information processing will be subject\nto various rules on consent, transfer, and security. Entities handling personal information bear responsibilities for their personal\ninformation handling activities, and shall adopt necessary measures to safeguard the security of the personal information they handle.\nOtherwise, the entities handling personal information could be ordered to correct, or suspend or terminate the provision of services,\nand face confiscation of illegal income, fines or other penalties.\n\n \n\nThe\nGeneral Administration of Quality Supervision, Inspection and Quarantine and Standardization Administration issued the Standard of Information\nSecurity Technology Personal Information Security Specification (2017 edition), which took effect in May 2018, and the Standard of Information\nSecurity Technology Personal Information Security Specification (2020 edition), which took effect in October 2020. Pursuant to these\nstandards, any entity or person who has the authority or right to determine the purposes for and methods of using or processing personal\ninformation are seen as a personal data controller. Such personal data controller is required to collect information in accordance with\napplicable laws, and prior to collecting such data, the information provider’s consent is required.\n\n \n\nThe\nMeasures for the Regulation of Internet Insurance Business, promulgated by CBIRC (currently known as the NFRA) on December 7, 2020 and\neffective on February 1, 2021, specify that when concluding insurance contracts and providing insurance services (i.e., the internet\ninsurance business) by relying on the internet, insurance institutions shall not damage the legitimate rights and interests of consumers\nand public interest. Insurance institutions shall:\n\n \n\n \n●\nspecify\nthe measures for safeguarding consumers’ personal information, insurance transaction information and transaction security at\na prominent position of the self-run network platform through which internet insurance business is conducted;\n\n \n\n106\n\n \n\n \n\n \n●\nestablish\nand improve an information technology infrastructure and security guarantee system compatible with the development of internet insurance\nbusinesses, and enhance the capability to ensure informatization and cybersecurity;\n\n \n \n \n\n \n●\nassume\nthe primary responsibility for protecting customer information, follow the principles of legitimacy, rightfulness and necessity in\ncollecting, processing and using personal information, and ensure the safety and legality of information collection, processing and\nuse.\n\n \n\nOn\nFebruary 12, 2025, the CAC promulgated 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\n**Regulation\nof Internet Security**\n\n \n\nThe\nDecision Regarding the Safeguarding of Internet Security, enacted by the Standing Committee of the National People’s Congress on\nDecember 28, 2000, and amended with immediate effect on August 27, 2009, makes it unlawful to: (i) gain improper entry into a computer\nor system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial\ninformation; or (v) infringe intellectual property rights.\n\n \n\nThe\nProvisions on Technological Measures for Internet Security Protection, promulgated on December 13, 2005 by the Ministry of Public Security\nrequire internet service providers and organizations that use interconnection implementing technical measures for internet security protection,\nsuch as technical measures for preventing any matter or act that may endanger network security, for example, computer viruses, invasion\nor attacks to or destruction of the network. All internet access service providers are required to take measures to keep a record of\nand preserve user registration information. Under these measures, value-added telecommunications services license holders must regularly\nupdate information security and content control systems for their websites and must also report any public dissemination of prohibited\ncontent to local public security authorities. If a value-added telecommunications services license holder violates these measures, the\nMinistry of Public Security and the local security bureaus may revoke its operating license and shut down its websites.\n\n \n\nOn\nJuly 1, 2015, the Standing Committee of the National People’s Congress issued the PRC National Security Law, which came into effect\non the same day. The National Security Law provides that the state shall safeguard the sovereignty, security and cyber security development\ninterests of the state, and that the state shall establish a national security review and supervision system to review, among other things,\nforeign investment, key technologies, internet and information technology products and services, and other important activities that\nare likely to impact national security of China.\n\n \n\n107\n\n \n\n \n\nThe\nCybersecurity Law applies to the construction, operation, maintenance and use of networks as well as the supervision and administration\nof cybersecurity in China. The Cybersecurity Law defines “networks” as systems that are composed of computers or other information\nterminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging and processing information in\naccordance with certain rules and procedures. “Network operators,” who are broadly defined as owners and administrators of\nnetworks and network service providers, are subject to various security protection-related obligations, including: (i) complying with\nsecurity protection obligations in accordance with tiered cybersecurity system’s protection requirements, which include formulating\ninternal security management rules and manuals, appointing cybersecurity responsible personnel, adopting technical measures to prevent\ncomputer viruses and cybersecurity endangering activities, adopting technical measures to monitor and record network operation status\nand cybersecurity events; (ii) formulating cybersecurity emergency response plans, timely handling security risks, initiating emergency\nresponse plans, taking appropriate remedial measures and reporting to regulatory authorities; and (iii) providing technical assistance\nand support for public security and national security authorities for protection of national security and criminal investigations in\naccordance with the law. The Cybersecurity Law sets high requirements for the operational security of facilities deemed to be part of\nthe PRC’s “critical information infrastructure”. These requirements include data localization, i.e., storing personal\ninformation and important business data in China, and national security review requirements for any network products or services that\nmay impact national security. Among other factors, “critical information infrastructure” is defined as critical information\ninfrastructure, that will, in the event of destruction, loss of function, or data breach, result in serious damage to national security,\nthe national economy and people’s livelihoods, or the public interest. Network service providers who do not comply with the Cybersecurity\nLaw may be subject to fines, suspension of their businesses, shutdown of their websites, and revocation of their business licenses.\n\n \n\nOn\nDecember 28, 2021, the CAC, the National Development and Reform Commission (the “NDRC”), the MIIT, and several other PRC\ngovernmental authorities jointly issued the Cybersecurity Review Measures (2021), which became effective on February 15, 2022 and replaced\nthe Measures for Cybersecurity Review promulgated on April 13, 2020. Pursuant to Cybersecurity Review Measures (2021), critical information\ninfrastructure operators that purchase network products and services and network platform operators engaging in data processing activities\nare subject to cybersecurity review under the Cybersecurity Review Measures (2021) if such activities affect or may affect national security.\nAccording to the Cybersecurity Review Measures (2021), before purchasing any network products or services, a critical information infrastructure\noperator shall assess potential national security risks that may arise from the launch or use of such products or services, and apply\nfor a cybersecurity review with the cybersecurity review office of CAC if national security will or may be affected. In addition, network\nplatform operators who possess personal information of more than one million users, and intend to be listed on a foreign stock exchange\nmust be subject to the cybersecurity review. The relevant government authorities may initiate the cybersecurity review against the relevant\noperators if the authorities believe that the network products or services or data processing activities of such operators affect or\nmay affect national security.\n\n \n\nOn\nJune 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, which became effective\nin September 2021. The Data Security Law requires data processing, which includes the collection, storage, use, processing, transmission,\nprovision and publication of data, to be conducted in a legitimate and proper manner. The Data Security Law provides for data security\nand privacy obligations on entities and individuals carrying out data processing activities. The Data Security Law also introduces a\ndata classification and hierarchical protection system based on the importance of data in economic and social development, and the degree\nof harm it may cause to national security, public interests, or legitimate rights and interests of individuals or organizations if such\ndata are tampered with, destroyed, leaked, illegally acquired or illegally used. The appropriate level of protection measures is required\nto be taken for each respective category of data. For example, a processor of important data is required to designate the personnel and\nthe management body responsible for data security, carry out risk assessments of its data processing activities and file the risk assessment\nreports with the competent authorities. State core data, i.e., data having a bearing on national security, the lifelines of national\neconomy, people’s key livelihood and major public interests, shall be subject to stricter management system. Moreover, the Data\nSecurity Law provides a national security review procedure for those data activities which affect or may affect national security and\nimposes export restrictions on certain data and information. In addition, the Data Security Law also provides that any organization or\nindividual within the territory of the PRC shall not provide any foreign judicial body and law enforcement body with any data without\nthe approval of the competent PRC governmental authorities. Violation of Data Security Law may subject the relevant entities or individuals\nto warning, fines, and business suspension, revocation of permits or business licenses, or even criminal liabilities.\n\n \n\n108\n\n \n\n \n\nOn\nAugust 16, 2021, the CAC, NDRC, MIIT, the Ministry of Public Security and the Ministry of Transport jointly issued the Several Provisions\non the Management of Automobile Data Security (for Trial Implementation), which was implemented on October 1, 2021. According to Several\nProvisions on the Management of Automobile Data Security, automobile data processors including automobile manufacturers, components and\nparts and software suppliers, dealers, maintenance organizations, and ride-hailing and sharing service enterprises shall process automobile\ndata in a lawful, legitimate, specific and clear manner, and such data include personal information and important data involved during\nthe design, production, sales, use, operation and maintenance, among others, of vehicles. Automobile data processors shall obtain individual\nconsent for processing personal information or rely on other legal bases in accordance with applicable laws and regulations. Illegal\nautomobile data processors shall bear administrative punishment by laws and if a crime is committed, shall bear criminal liability.\n\n \n\nThe\nOpinions on Lawfully and Strictly Cracking Down Illegal Securities Activities, promulgated by the General Office of the Central Committee\nof the Communist Party of China and the General Office of the State Council on July 6, 2021, called for the enhanced administration and\nsupervision of overseas-listed China-based companies, proposed to revise the relevant regulation governing the overseas issuance and\nlisting of shares by such companies and clarified the responsibilities of competent domestic industry regulators and government authorities.\nThe aforesaid Opinions also called for the improvement of the relevant laws and regulations on data security, cross-border data flow\nand confidential information management, and proposed to revise the provisions on strengthening confidentiality and archive administration\nof overseas issuance and listing of securities, to consolidate responsibility for information security of overseas listed companies,\nand to strengthen the standardized management of the cross-border information provision mechanism and process.\n\n \n\nOn\nJuly 30, 2021, the State Council promulgated the Regulations for the Security Protection of Critical Information Infrastructure, which\nbecame effective on September 1, 2021, referring “critical information infrastructures” as important network facilities and\ninformation systems in important industries including public communications and information services, as well as those that may seriously\nendanger national security, national economy, people’s livelihood, or public interests in the event of damage, loss of function,\nor data breach. Pursuant to the Regulations for the Security Protection of Critical Information Infrastructure, the relevant government\nauthorities are responsible for stipulating rules for the identification of critical information infrastructures with reference to several\nfactors set forth therein and further identifying the critical information infrastructure in the related industries in accordance with\nsuch rules. The relevant authorities must also notify operators of the determination as to whether they are categorized as critical information\ninfrastructure operators.\n\n \n\nOn\nSeptember 17, 2021, the CAC and other eight government authorities jointly issued the Guiding Opinions on Strengthening the Comprehensive\nGovernance of Network Information Service Algorithms, with the aim to, within three years, gradually establish a comprehensive governance\npattern for algorithm security with a complete governance mechanism, a refined regulatory system and a standardized algorithm ecosystem.\nAccording to the Guiding Opinions on Strengthening the Comprehensive Governance of Network Information Service Algorithms, enterprises\nshall establish an algorithm security accountability system and a system for the review of scientific and technological ethics, enhance\nthe organizational structure for algorithm security, intensify efforts in the prevention of risks and the handling of hidden dangers,\nand increase the capacity and level in handling algorithm security emergencies. Enterprises shall raise their awareness of responsibility\nand assume primary responsibilities for outcomes caused by the application of algorithms.\n\n \n\n109\n\n \n\n \n\nOn\nDecember 31, 2021, the CAC, the MIIT, the Ministry of Public Security, the Ministry of State Security promulgated the Administrative\nProvisions on Internet Information Service Algorithm Recommendation, which implements classification and hierarchical management for\nalgorithm recommendation service providers based on varies criteria. Moreover, it requires algorithmic recommendation service providers\nto provide users with options that are not specific to their personal characteristics, or provide users with convenient options to cancel\nalgorithmic recommendation services. If the users choose to cancel the algorithm recommendation service, the algorithm recommendation\nservice provider shall immediately stop providing relevant services. Algorithmic recommendation service providers shall also provide\nusers with the function to select, modify or delete user labels which are used for algorithmic recommendation services.\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. The Measures aims to regulate the cross-border transfer of data, providing that, among other things, data processors that provide\ndata overseas must apply for security assessment if: (i) the data processors provide important data overseas; (ii) the critical information\ninfrastructure operators and the data processors that process personal information of more than 1 million people provide personal information\noverseas; (iii) the data processors, which have provided personal information of 100,000 people or sensitive personal information of\n10,000 people overseas since January 1 of the previous year, provide personal information overseas; and (iv) other situations required\nto apply for security assessment as stipulated by the CAC and related authorities. Besides, the Measures also requires data processors\nto carry out self-assessment of the risk of providing data overseas before applying for the security assessment.\n\n \n\nOn\nMarch 22 2024, the CAC promulgated the Provisions on Promoting and Regulating Cross-Border Data Flows, effective on the same date. The\nprovisions provide several exemptions from undergoing data security assessment, obtaining personal information protection certification,\nor entering into standard contract for outbound transfer of personal information for businesses. These exemptions include, among others,\nscenarios where a data processor, other than critical information infrastructure operator, has cumulatively transferred overseas the\npersonal information (excluding sensitive personal information) of fewer than 100,000 individuals since January 1 of the current year.\nA data processor, other than critical information infrastructure operator, shall enter into a standard contract with overseas recipients\nfor the cross-border transfer of personal information, or obtain certification for personal information protection if since January 1\nof the current year, the data processor has cumulatively transferred to overseas recipients personal information of more than 100,000\nbut less than 1,000,000 individuals (excluding sensitive personal information), or sensitive personal information of less than 10,000\nindividuals. The provisions also explicitly state that data processors are not required to conduct data security assessment for cross-border\ndata transfers if the data has not been notified or published as important data by relevant departments or regions.\n\n \n\nOn\nSeptember 24, the State Council published the Cyber Data Security Regulations, which became effective on January 1, 2025, providing that\nnetwork data processors that engage in network data processing activities which affect or may affect national security shall undergo\na national security review in accordance with relevant state regulations.\n\n \n\n**Regulation\nof Company Establishment and Foreign Investment**\n\n \n\nThe\nestablishment, operation and management of companies in China is governed by the PRC Company Law, as amended in 1999, 2004, 2005, 2013,\n2018 and 2023. According to the PRC Company Law, companies established in the PRC are either limited liability companies or joint stock\nlimited liability companies. The PRC Company Law applies to both PRC domestic companies and foreign-invested companies.\n\n \n\n110\n\n \n\n \n\nOn\nMarch 15, 2019, National People’s Congress published the Foreign Investment Law, and on December 26, 2019, the State Council promulgated\nthe Implementing Rules of the Foreign Investment Law (the “Implementing Rules”), both of which became effective on January\n1, 2020. The Foreign Investment Law replaced the trio of laws regulating foreign investment in China: the Sino-foreign Equity Joint Venture\nEnterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law. The Foreign\nInvestment Law stipulates that “foreign investments” refer to any direct or indirect investment activities conducted by any\nforeign individual, enterprise, or organization (collectively referred to as “foreign investors”) in the PRC, which includes\nany of the following circumstances:\n\n \n\n \n●\nforeign\ninvestors setting up foreign invested enterprises in China severally or jointly with other investors;\n\n \n \n \n\n \n●\nforeign\ninvestors acquiring shares, equity, properties or other similar interests thereof within the PRC;\n\n \n \n \n\n \n●\nforeign\ninvestors investing in new projects in the PRC severally or jointly with other investors; and\n\n \n \n \n\n \n●\nforeign\ninvestors investing through any other methods under laws, administrative regulations, or provisions prescribed by the State Council.\n\n \n\nThe\nImplementing Rules introduce a see-through principle and further provide that foreign-invested enterprises that invest in the PRC shall\nalso be governed by the Foreign Investment Law and the Implementing Rules.\n\n \n\nThe\nForeign Investment Law stipulates that a “negative list” is applied in certain industry sectors. The “negative list”\nset out in the Foreign Investment Law classifies the relevant prohibited and restricted industries into the Catalog of Prohibitions and\nthe Catalog of Restrictions, respectively. Where any foreign investor directly or indirectly holds shares, equity, properties or other\ninterests in any enterprise within the PRC, such enterprise is not allowed to invest in any sector set out in the Catalog of Prohibitions.\n\n \n\nForeign\ninvestors may invest in sectors set out in the Catalog of Restrictions, subject to certain conditions. Foreign investors may invest in\nany sector beyond the “negative list” and shall manage such investments on the same basis as domestic investments.\n\n \n\nOn\nSeptember 6, 2024, the NDRC and the MOFCOM promulgated the Special Entry Management Measures (Negative List) for the Access of Foreign\nInvestment (2024 version) (the “2024 Negative List”), which took effect on November 1, 2024. In addition, the NDRC and the\nMOFCOM promulgated the Encouraged Industry Catalogue for Foreign Investment (2022 version) (the “Encouraged Industry Catalogue”),\nwhich was promulgated on October 26, 2022 and took effect on January 1, 2023. Industries not listed in the 2024 Negative List and Encouraged\nIndustry Catalogue are generally open for foreign investments unless specifically restricted by other PRC laws. Where a foreign investor\ninvests in the sectors specified in the Catalog of Prohibitions, the relevant competent departments shall order it to stop the investment\nactivities, and dispose of the shares, properties or other necessary measures within a time limit to restore the state before the investment\nis implemented and the illegal income shall be confiscated (if any). Where the investment activities of a foreign investor violate the\nrestrictive special management measures stipulated in the sectors specified in the Catalog of Restrictions, the relevant competent departments\nshall order it to make corrections and take necessary measures to meet the requirements for access to special management measures. Where\nthe offender refuses to make corrections, punishments are implemented according to the preceding provisions for the offender of the Catalog\nof Prohibitions.\n\n \n\nPursuant\nto the Foreign Investment Law and the Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly promulgated\nby the MOFCOM and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be established\nand foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the government\nthrough the enterprise registration system and the enterprise credit information publicity system, and the administration for market\nregulation shall forward the above investment information to the competent commerce departments in a timely manner. In addition, the\nMOFCOM shall set up a foreign investment information reporting system to receive and handle the investment information and inter-departmentally\nshared information forwarded by the administration for market regulation in a timely manner. The foreign investors or foreign-invested\nenterprises shall report the investment information by submitting reports including initial reports, change reports, deregistration reports\nand annual reports.\n\n \n\n111\n\n \n\n \n\nIn\naddition, the Foreign Investment Law and the Implementing Rules also specify other protective rules and principles for foreign investors\nand their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors;\nexcept for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be\nmade in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer\nis prohibited, etc.\n\n \n\nThe\nForeign Investment Law does not indicate what actions must be taken by existing companies with a VIE structure to obtain the market entry\nclearance if such VIE structure is deemed as a method of foreign investment. If the VIE structure were deemed as a method of foreign\ninvestment, and any of the business operation of us were to fall in the “negative list,” and if the interpretation and implementation\nof the Foreign Investment Law and the final “negative list” mandated further actions, such as the current MOFCOM market entry\nclearance, to be completed by companies with an existing VIE structure like us, we would face uncertainties as to whether such clearance\ncould be timely obtained, or at all. See “Item 3. Key Information—Risk Factors—Risks Related to Our Corporate Structure—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, our subsidiaries and\nthe Affiliated Entities could be subject to severe penalties or be forced to relinquish their interests in those operations, and the\nClass A Ordinary Shares may decline in value or become worthless.”\n\n \n\n**Regulation\nof Foreign Exchange**\n\n \n\n*Regulations\non Foreign Currency Exchange*\n\n \n\nPursuant\nto the Foreign Exchange Administration Regulations, as amended on August 5, 2008, Renminbi is freely convertible for current account\nitems, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for\ncapital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China,\nunless prior approval is obtained from SAFE and prior registration with SAFE is made.\n\n \n\nSAFE\npromulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement\nof Capital of Foreign Invested Enterprises (“SAFE Circular 19”), effective on June 1, 2015, which was partially repealed\non December 30, 2019 and amended on March 23, 2023. SAFE further promulgated the Notice of the State Administration of Foreign Exchange\non Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (“SAFE Circular 16”),\neffective on June 9, 2016, and was amended on December 4, 2023 which, among other things, amend certain provisions of Circular 19. According\nto SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered\ncapital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope\nor to provide loans to persons other than affiliates unless otherwise permitted under its business scope. Violations of SAFE Circular\n19 or SAFE Circular 16 could result in administrative penalties.\n\n \n\nIn\n2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment\n(“Circular 59”), as amended in May 2015. Pursuant Circular 59, the opening of various special purpose foreign exchange accounts,\nthe reinvestment of RMB proceeds by foreign investors in the PRC and remittance of foreign exchange profits and dividends by a foreign-invested\nenterprise to its foreign shareholders no longer require the approval or verification of SAFE.\n\n \n\n112\n\n \n\n \n\nSAFE\nalso promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment\nby Foreign Investors and the Supporting Documents in May 2013, as amended in October 2018 and December 2019. The circular specifies that\nthe administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of\nregistration and banks shall process foreign exchange business relating to the direct investment in the PRC based on registration information\nprovided by SAFE and its branches.\n\n \n\nIn\nFebruary 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment\n(“SAFE Circular 13”), which took effect on June 1, 2015 and partially repealed in December 2019. SAFE Circular 13 delegates\nthe power to enforce the foreign exchange registration in connection with inbound and outbound direct investments under relevant SAFE\nrules from local branches of SAFE to banks, further simplifying the foreign exchange registration procedures for inbound and outbound\ndirect investments.\n\n \n\nOn\nJanuary 26, 2017, SAFE issued the Notice on Improving the Examination of Authenticity and Compliance to Further Promote Foreign Exchange\nControl (“SAFE Circular 3”), which stipulates several capital control measures with respect to the outbound remittance of\nprofit from domestic entities to offshore entities, including:\n\n \n\n \n●\nunder\nthe principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of\ntax filing records and audited financial statements; and\n\n \n \n \n\n \n●\ndomestic\nentities shall hold income to account for previous years’ losses before remitting the profits.\n\n \n\nMoreover,\npursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements,\nand provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.\n\n \n\n*Regulation\nof Dividend Distributions*\n\n \n\nThe\nprincipal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Company Law, the Foreign Investment\nLaw of the PRC, and the Implementing Rules. Under these laws and regulations, foreign-invested enterprises in China may pay dividends\nonly out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations.\n\n \n\nIn\naddition, enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund\ncertain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. Companies may, at their discretion,\nallocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserves are\nnot distributable as cash dividends.\n\n \n\n*Regulations\non Foreign Exchange Registration of Overseas Investment by PRC Residents*\n\n \n\nSAFE\npromulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through\nSpecial Purpose Vehicles (“SAFE Circular 37”), in July 2014. SAFE Circular 37 requires PRC residents or entities to register\nwith SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of\noverseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore\nspecial purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens\nor residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or\ndivisions.\n\n \n\nSAFE\nCircular 37 was issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging\nin Financing and Roundtrip Investments via Overseas Special Purpose Vehicles (“SAFE Circular 75”), issued by SAFE in October\n2005. SAFE further enacted SAFE Circular 13, which allows PRC residents or entities to register with qualified banks in connection with\ntheir establishment or control of an offshore entity established for the purpose of overseas investment or financing. However, remedial\nregistration applications made by PRC residents that previously failed to comply with SAFE Circular 37 continue to fall under the jurisdiction\nof the relevant local branch of SAFE.\n\n \n\n113\n\n \n\n \n\nIn\nthe event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the\nPRC subsidiaries of that special purpose vehicle may be prohibited from distributing profits to the offshore parent and from carrying\nout subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute\nadditional capital into its PRC subsidiary. Failure to comply with the various SAFE registration requirements described above could result\nin liability under PRC law for evasion of foreign exchange controls.\n\n \n\n*Regulation\nof Stock Incentive Plans*\n\n \n\nIn\nFebruary 2012, SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans\nof Offshore Listed Companies (the “Stock Option Rules”). Under the Stock Option Rules and other relevant rules and regulations,\nPRC residents, which means the PRC citizens and non-PRC citizens residing in China for a continuous period of not less than one year,\nwho participate in a stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches\nand complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent,\nwhich could be a PRC subsidiary of the overseas publicly-listed company or another qualified institution selected by the PRC subsidiary,\nto conduct SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. The participants\nmust also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase\nand sale of corresponding stocks or interests and fund transfers.\n\n \n\nIn\naddition, The PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material\nchange to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes. The PRC agent must,\non behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an\nannual quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee share options.\n\n \n\nThe\nforeign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends\ndistributed by the overseas listed companies must be remitted into the bank accounts in the PRC opened by the PRC agents before distribution\nto such PRC residents. In addition, SAFE Circular 37 provides that PRC residents who participate in a share incentive plan of an overseas\nunlisted special purpose company may register with SAFE or its local branches before exercising rights.\n\n \n\n**Regulation\nof Tax**\n\n \n\n*Enterprise\nIncome Tax*\n\n \n\nUnder\nthe Enterprise Income Tax Law of the PRC (the “EIT Law”), which was promulgated on March 16, 2007, became effective on January\n1, 2008 and amended on February 24, 2017 and December 29, 2018, and the Implementing Rules of the Enterprise Income Law of the PRC (the\n“Implementing Rules of the EIT Law”), which was promulgated on December 6, 2007, became effective on January 1, 2008 and\namended on April 23, 2019 and December 6, 2024, enterprises are classified as resident enterprises and non-resident enterprises. PRC\nresident enterprises typically pay an enterprise income tax at the rate of 25% while non-PRC resident enterprises without any branches\nin the PRC should pay an enterprise income tax in connection with their income from the PRC at the tax rate of 10%.\n\n \n\nAn\nenterprise established outside of the PRC with its “de facto management bodies” located within the PRC is considered a “resident\nenterprise,” meaning that it can be treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes.\nThe Implementing Rules of the EIT Law define a de facto management body as a managing body that in practice exercises “substantial\nand overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.\n\n \n\n114\n\n \n\n \n\nThe\nEIT Law and the Implementation Rules of the EIT Law permit certain “high and new technology enterprises with strong support from\nPRC government (“High and New Technology Enterprise”)” that independently own core intellectual property and meet statutory\ncriteria, to enjoy a 15% preferential enterprise income tax rate. In January 2016, the State Administration of Taxation (the “SAT”),\nthe Ministry of Science and Technology and the Ministry of Finance jointly issued the Administrative Rules for the Certification of High\nand New Technology Enterprises, specifying the criteria and procedures for the certification of High and New Technology Enterprises.\n\n \n\n*Withholding\nTax on Dividend Distribution*\n\n \n\nThe\nEIT Law prescribes a standard withholding tax rate of 20% on dividends and other China-sourced income of non-PRC resident enterprises\nwhich have no establishment or place of business in the PRC, or if established, the relevant dividends or other China-sourced income\nare in fact not associated with such establishment or place of business in the PRC. However, the Implementation Rules of the EIT Law\nreduced the income tax rate from 20% to 10%, which is normally applicable to dividends payable to investors that are “non-resident\nenterprises,” and gains derived by such investors, which (1) do not have an establishment or place of business in the PRC or (2)\nhave an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or\nplace of business to the extent such dividends and gains are derived from sources within the PRC. Such withholding tax on the dividends\nmay be further reduced pursuant to a tax treaty between China and other jurisdictions.\n\n \n\nPursuant\nto the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax\nEvasion on Income (the “Double Tax Avoidance Arrangement”), the withholding tax rate in respect to the payment of dividends\nby a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds\nat least 25% of the PRC enterprise. However, pursuant to the Notice of the State Administration of Taxation on the Issues concerning\nthe Application of the Dividend Clauses of Tax Agreements (“Circular 81”), issued on February 20, 2009 by the SAT, if the\nrelevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure\nor arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.\n\n \n\nAccording\nto the Circular on Several Questions regarding the “Beneficial Owner” in Tax Treaties (“Circular 9”), which was\nissued on February 3, 2018 by the SAT and took effect on April 1, 2018, when determining the applicant’s status as a “beneficial\nowner” with respect to the tax treatment of dividends, interest or royalties under certain tax treaties, several factors, including\nwhether the applicant is obligated to pay more than 50% of his or her income over a twelve-month period to residents of a third country\nor region, whether the business operated by the applicant constitutes actual business activities; and whether the counterparty country\nor region to the tax treaty does not levy any tax, exempts the relevant income from tax or levies tax at an extremely low rate, will\nbe taken into account and be analyzed according to the actual circumstances of specific cases. If the applicant’s status is not\nqualified as “beneficiary owner,” it may not enjoy the concessions under the Double Tax Avoidance Arrangement.\n\n \n\nIn\nOctober 2019, the State Administration of Taxation promulgated the Announcement on Issuing the Measures for the Administration of Non-Resident\nTaxpayers’ Enjoyment of the Treatment under Treaties (“Circular 35”), which became effective on January 1, 2020. Circular\n35 provides that applicant who intend to prove his or her “beneficial owner” status shall gather and retain relevant documents,\nand shall submit the relevant documents to the competent tax bureau upon post-request by such tax bureau.\n\n \n\nAccordingly,\nCheche Technology (HK) Limited, our subsidiary in Hong Kong, may be able to enjoy the 5% withholding tax rate for the dividends they\nreceive from WFOE and Baodafang Technology Co., Ltd., if it satisfies the conditions prescribed under Circular 81 and other relevant\ntax rules and regulations. However, according to Circular 81, Circular 9 and Circular 35, if the relevant tax authorities consider the\ntransactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities\nmay adjust the favorable withholding tax in the future.\n\n \n\n115\n\n \n\n \n\n*Value-added\nTax*\n\n \n\nAccording\nto the Value-added Tax Law of the PRC (the “VAT Law”), which was promulgated by the Standing Committee of the National People’s Congress on December 25, 2024 and came into effect on January 1, 2026, and the Regulations for the Implementation\nof the Value-Added Tax Law of the PRC, which was promulgated by the State Council on December 25, 2025 and came into effect on January\n1, 2026, all taxpayers selling goods, providing processing, repairing or replacement services or importing goods\nwithin the PRC shall pay value-added tax (the “VAT”). Unless provided otherwise, the VAT rate (i) shall be 13% for selling goods, providing processing, repair, and replacement services, leasing\ntangible movable property, or importing goods; (ii) shall be 9% for providing transportation, postal, basic telecommunications, construction,\nor real estate leasing services, selling real estate, transferring land use rights, or selling or importing agricultural products, tap\nwater, heating, books, pesticides, and other specified goods; (iii) shall be 6% for providing services or intangible assets; (iv) shall\nbe zero for exporting goods or for domestic entities and individuals engaging in cross-border sales of services or intangible assets within\nthe scope specified by the State Council. On April 4, 2018, Ministry of Finance and the SAT jointly promulgated the Circular of the Ministry of Finance and the State\nAdministration of Taxation on Adjustment of Value-Added Tax Rates (the “Circular 32”), according to which (i) for VAT taxable\nsales acts or import of goods originally subject to VAT rates of 17% and 11% respectively, such tax rates shall be adjusted to 16% and\n10%, respectively; (ii) for purchase of agricultural products originally subject to tax rate of 11%, such tax rate shall be adjusted\nto 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject\nto tax rate of 16%, such tax shall be calculated at the tax rate of 12%; (iv) for exported goods originally subject to tax rate of 17%\nand export tax refund rate of 17%, the export tax refund rate shall be adjusted to 16%; and (v) for exported goods and cross-border taxable\nacts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate shall be adjusted to 10%. Circular\n32 took effect on May 1, 2018 and shall supersede existing provisions which are inconsistent with Circular 32.\n\n \n\nSince\nJanuary 1, 2012, the Ministry of Finance and the State Administration of Taxation have implemented the Pilot Plan for Imposition of Value-Added\nTax to Replace Business Tax (the “VAT Pilot Plan”), which imposes VAT in lieu of business tax for certain “modern service\nindustries” in certain regions and eventually expanded to nation-wide application in 2013.\n\n \n\nOn\nMarch 23, 2016, the Ministry of Finance and the State Administration of Taxation jointly issued the Circular of Full Implementation of\nBusiness Tax to Value-added Tax Reform which confirms that business tax will be completely replaced by the VAT from May 1, 2016.\n\n \n\nOn\nMarch 20, 2019, the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs jointly promulgated\nthe Announcement on Relevant Policies for Deepening Value-Added Tax Reform, which took effect on April 1, 2019 and provides that (1)\nwith respect to VAT taxable sales acts or import of goods originally subject to VAT rates of 16% and 10% respectively, such tax rates\nshall be adjusted to 13% and 9%, respectively; (2) with respect to purchase of agricultural products originally subject to tax rate of\n10%, such tax rate shall be adjusted to 9%; (3) with respect to purchase of agricultural products for the purpose of production or consigned\nprocessing of goods subject to tax rate of 13%, such tax shall be calculated at the tax rate of 10%; (4) with respect to export of goods\nand services originally subject to tax rate of 16% and export tax refund rate of 16%, the export tax refund rate shall be adjusted to\n13%; and (5) with respect to export of goods and cross-border taxable acts originally subject to tax rate of 10% and export tax refund\nrate of 10%, the export tax refund rate shall be adjusted to 9%.\n\n  \n\n*Regulations\nrelated to income tax for share transfer*\n\n \n\nOn\nFebruary 3, 2015, the State Administration of Taxation issued the Announcement on Several Issues Concerning the Enterprise Income Tax\non Indirect Transfer of Assets by Non-Resident Enterprises (“Circular 7”), which partially replaced and supplemented previous\nrules under the Notice of the State Administration of Taxation on Strengthening the Administration of Enterprise Income Tax on Income\nfrom Equity Transfer by Non-Resident Enterprises (“Circular 698”), issued by the SAT on December 10, 2009. Circular 7 provided\ncomprehensive guidelines relating to, and heightened the mainland Chinese tax authorities’ scrutiny over, indirect transfers of\ntaxable assets (including assets of organizations and premises in PRC, immovable property in the PRC, equity investments in PRC resident\nenterprises) by a non-resident enterprise in China.\n\n \n\n116\n\n \n\n \n\nUnder\nCircular 7, the tax authorities in China are entitled to reclassify the nature of an indirect transfer of taxable assets in China. For\ninstance, when a non-resident enterprise transfers equity interests in an overseas holding company that directly or indirectly holds\ncertain taxable assets in China and if the transfer is believed by the Chinese tax authorities to have no reasonable commercial purpose\nother than to evade enterprise income tax, the Circular 7 allows the Chinese tax authorities to reclassify the indirect transfer of taxable\nassets in China into a direct transfer and therefore impose a 10% rate of PRC enterprise income tax on the non-resident enterprise. However,\nCircular 7 contains certain exemptions, including:\n\n \n\n \n●\nwhere\na non-resident enterprise derives income from the indirect transfer of taxable assets in China by acquiring and selling shares of\nan overseas listed company which holds such taxable assets in China on a public market; and\n\n \n \n \n\n \n●\nwhere\nthere is an indirect transfer of taxable assets in China, the income from the transfer would have been disposed of such taxable assets\nin China, the income from the transfer would have been exempted from enterprise income tax in China under an applicable tax treaty\nor arrangement.\n\n \n\nOn\nOctober 17, 2017, the SAT issued Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident\nEnterprise Income Tax at Source (“SAT Bulletin 37”), which came into effect on December 1, 2017 and concurrently abolished\nCircular 698 and certain provisions of Circular 7, and was amended by the Announcement of the State Administration of Taxation on Revising\nCertain Taxation Normative Documents issued on June 15, 2018 by the SAT. SAT Bulletin 37 further clarifies the practice and procedure\nof the withholding of non-resident enterprise income tax. Pursuant to SAT Bulletin 37, where the party responsible for the deduction\nof such income tax did not or was unable to make such deduction, the non-resident enterprise receiving such income should declare and\npay the taxes that should have been deducted to the relevant tax authority.\n\n \n\nBy\npromulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer\nof equity interests or other taxable assets in a PRC resident enterprise by a non-resident enterprise. Under Circular 7 and SAT Bulletin\n37, where a non-resident enterprise transfers the equity interests or other taxable assets of a PRC resident enterprise indirectly by\ndisposition of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee,\nor the PRC entity which directly owned the taxable assets may report to the relevant tax authority this indirect transfer. Using a “substance\nover form” principle, the PRC tax authority may re-characterize such indirect transfer as a direct transfer of the equity interests\nin the PRC tax resident enterprise and other properties in China. As a result, gains derived from such indirect transfer may be subject\nto PRC tax at a rate of up to 10%.\n\n \n\n**Regulations\nRelated to M&A Rules and Overseas Listing**\n\n \n\nOn\nAugust 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and CSRC, promulgated the M&A Rules, effective as\nof September 8, 2006 and later revised on June 22, 2009, which governs the mergers and acquisitions of domestic enterprises by foreign\ninvestors. The M&A Rules, among other things, requires that if an overseas company established or controlled by PRC companies or\nindividuals intends to acquire equity interests or assets of any other PRC domestic company affiliated with such PRC companies or individuals,\nsuch acquisition must be submitted to MOFCOM for approval.\n\n \n\nThe\nM&A Rules also require that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly\nby the PRC individuals or companies shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose\nvehicle’s securities on an overseas stock exchange. On July 6, 2021, General Office of the State Council and General Office of\nthe Central Committee of the Communist Party of China issued the Opinions on Lawfully and Strictly Cracking Down Illegal Securities Activities.\nThe opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas\nlistings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory\nsystems to deal with the risks and incidents faced by China-based overseas-listed companies. Please refer to “Item 3. Key Information-D.\nRisk Factors-Risks Related to Doing Business in China.”\n\n \n\n117\n\n \n\n \n\nOn\nFebruary 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March\n31, 2023.\n\n \n\nThe\nOverseas Listing Trial Measures will comprehensively improve and reform the existing regulatory regime for overseas offering and listing\nof 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 of 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. The Overseas\nListing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary\nor forced delisting of the issuer(s) who have completed overseas offerings and listings.\n\n \n\nOn\nthe same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration\nfor the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (1) on or prior to the effective\ndate of the Overseas Listing Trial Measures, domestic companies that have already submitted valid applications for overseas offering\nand listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing\nfor submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering\nand listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Overseas\nListing Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges (such as the completion\nof hearing in the market of Hong Kong or the completion of registration in the market of the United States), but have not completed the\nindirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they\nshall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and\ncomplete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and\nsupport the development and growth of these companies by enabling them to utilize two markets and two kinds of resources.\n\n \n\n118\n\n \n\n \n\n**Regulation\nof Employment**\n\n \n\nPursuant\nto the PRC Labor Law, the PRC Labor Contract Law and the Implementing Regulations of the PRC Labor Contracts Law, labor relationships\nbetween employers and employees must be executed in written form. Wages may not be lower than the local minimum wage and must be paid\nto employees in a timely manner. Employers are prohibited from forcing employees to work above certain time limit and shall pay employees\nfor overtime work in accordance with national regulations. In addition, employers must establish a system for labor safety and sanitation,\nstrictly abide by state standards and provide relevant education to its employees. Employees are also required to work in safe and sanitary\nconditions.\n\n \n\nUnder\nPRC laws, rules and regulations, including the Social Insurance Law, the Interim Regulations on the Collection and Payment of Social\nSecurity Funds as amended in 2019, and the Regulations on the Regulations on Management of Housing Provident Fund as amended in 2019,\nemployers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension\ninsurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity leave insurance and housing funds.\nThese payments are made to local administrative authorities and any employer who fails to contribute may be fined and ordered to pay\nthe deficit amount.\n\n \n\nAccording\nto the Reform Plan of Tax Collection systems of State and Local Taxation promulgated by the General Office of the Central Committee of\nthe Communist Party of China and the General Office of the State Council on July 20, 2018, from January 1, 2019, the social insurance\npremiums such as basic endowment insurance premiums, basic medical insurance premiums, unemployment insurance premiums, employment injury\ninsurance premiums, and maternity insurance premiums will be collected by the tax authorities.\n\n \n\n**Regulation\nof Intellectual Property**\n\n \n\n*Trademark*\n\n \n\nBased\non the Trademark Law of the PRC promulgated by the Standing Committee of the National People’s Congress on August 23, 1982, and\namended on February 22, 1993, October 27, 2001, August 30, 2013 and April 23, 2019, respectively, and the Implementing Regulations for\nthe Trademark Law of the PRC promulgated by the State Council on April 29, 2014 and took effect on May 1, 2014, the rightful holder of\na registered trademark shall have the right to exclusive use of such registered trademark. The valid period for registered trademark\nis 10 years from the date of approval and registration; to renewal trademark registration upon expiration, the trademark registrant should\nfollow the provisions to manage renewal twelve months before expiration; if it is not processed within the period, a six-month extension\nperiod shall be given.\n\n \n\nThe\nvalid period for each renewal is ten years from the next day after the previous expiration date. If renewal is not managed after expiration,\nthe registered trademark shall be canceled. The SAMR shall sanction any infringement of trademark by law; where suspected crime is involved,\nthe perpetrator shall be promptly apprehended by judicial agency for legal proceedings.\n\n \n\n119\n\n \n\n \n\n*Copyright*\n\n \n\nBased\non the Copyright Law of the PRC promulgated by the Standing Committee of the National People’s Congress on September 7, 1990, and\namended on October 27, 2001, February 26, 2010, November 11, 2020, respectively, and effective from June 1, 2021, and the Implementing\nRegulations of the Copyright Law of the PRC promulgated by the State Council on January 30, 2013 and took effect on March 1, 2013, Chinese\ncitizens, legal persons or any other organization shall be entitled to copyright of its work whether or not such work is published. Copyrights\ncover the following forms of creative works: literature, art, natural science, engineering technology works, writing, narration, music,\ndrama, opera, dance and acrobatic works, fine art and architectural works, photography, films and cinematography works, drawings of engineering\ndesigns and product designs and other works as prescribed by laws and administrative regulations. Perpetrators infringing on copyright\nor copyright related rights shall be held liable for actual damage to the copyright owner, and may be fined, and have illegal income,\npirate copies and properties used for illegal activity confiscated.\n\n \n\nIn\norder to further implement the Regulations on Computer Software Protection, promulgated by the State Council on June 4, 1991 and amended\non December 20, 2001, January 8, 2011 and January 30, 2013, respectively, the National Copyright Administration issued the Measures for\nthe Registration of Computer Software Copyright on April 6, 1992 and amended on February 20, 2002, which specify detailed procedures\nand requirements with respect to the registration of software copyrights.\n\n \n\n*Patent*\n\n \n\nAccording\nto the Patent Law of the PRC (the “Patent Law”), promulgated by the Standing Committee of the National People’s Congress\non March 12, 1984 and amended on September 4, 1992, August 25, 2000, December 27, 2008 and October 17, 2020, respectively, the State\nIntellectual Property Office is responsible for administering patent law in the PRC. The patent administration departments of provincial,\nautonomous region or municipal governments are responsible for administering patent law within their respective jurisdictions. The Chinese\npatent system adopts a first-to-file principle, which means that when more than one person file different patent applications for the\nsame invention, only the person who files the application first is entitled to obtain a patent of the invention. To be patentable, an\ninvention or a utility model must meet three criteria: novelty, inventiveness and practicability. A patent is valid for twenty years\nin the case of an invention, ten years in the case of utility models and fifteen years in case of designs.\n\n \n\n*Domain\nName*\n\n \n\nThe\nMIIT promulgated the Measures on Administration of Internet Domain Names (the “Domain Name Measures”), on August 24, 2017,\nwhich took effect on November 1, 2017 and replaced the Administrative Measures on China Internet Domain Names promulgated by MIIT on\nNovember 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain names. The\ndomain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the true, accurate\nand complete information of their identities to domain name registration service institutions. The applicants will become the holder\nof such domain names upon the completion of the registration procedure.\n\n \n\n**Regulation\nof Leasing**\n\n \n\nAccording\nto the Civil Code of the PRC (the “Civil Code”), which took effect from January 1, 2021, the lessee may sublease the leased\npremises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between\nthe lessee and the lessor remains valid. The lessor is entitled to terminate the lease agreement if the lessee subleases the premises\nwithout the prior consent of the lessor.\n\n \n\nIn\nthe case of a change of ownership of the leased property during the lease term, the effectiveness of the lease agreement shall not be\naffected. Pursuant to the Civil Code, if a mortgaged property has been leased and possessed by the lessee prior to the creation of the\nmortgage, the lease relationship shall not be affected by the mortgage.\n\n \n\n120\n\n \n\n \n\nPursuant\nto the Administrative Measures for Commodity Housing Tenancy issued by the Ministry of Housing and Urban-Rural Development on December\n1, 2010 and came into effect on February 1, 2011, the parties to a housing tenancy shall go through the housing tenancy registration\nformalities with the competent construction (real estate) departments of the municipalities directly under the central government, cities\nand counties where the housing is located within 30 days after the housing tenancy contract is signed. Where the content of the housing\ntenancy registration is altered, or the housing tenancy contract is renewed or terminated, the parties concerned shall, within 30 days,\nundertake housing tenancy registration amendment, renewal or termination formalities at the department which originally registered the\nhousing tenancy.\n\n \n\nThe\ncompetent construction (real estate) departments of the government of the municipalities directly under the Central Government, cities\nand counties shall urge those who do not register on time to make corrections within a specified time limit. The departments will impose\na fine below RMB1,000 on individuals who fail to make corrections within the specified time limit, and a fine between RMB1,000 and RMB10,000\non companies which fail to make corrections within the specified time limit.\n\n \n\n**C.**\n**Organizational\nStructure**\n\n \n\nThe\nfollowing diagram depicts a simplified organizational structure of the Company as of the date of this annual report. These subsidiaries\nare also set forth in Exhibit 8.1 to this annual report.\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 Huarong\nZhifu Investment Management Co., Ltd., Beijing Cheche Technology Investment Center, LLP, Beijing Zhongjin Huicai Investment Management\nCo., Ltd., Shenzhen Ruiyuan Investment Enterprise, LLP, Huzhou Zhongze Jiameng Equity Investment Enterprise, LLP, Beijing Zhongyun Ronghui\nInvestment Center, LLP and Guangzhou Lianzhan Enterprise Management Co., Ltd., which hold approximately 35.6%, 1.1%, 8.8%, 8.2%, 9.8%,\n14.2%, 8.0%, 4.9%, 8.8% and 0.6% of the equity interests in the VIE, respectively.\n\n \n\n121\n\n \n\n \n\n**Contractual\narrangements with the VIE and its shareholders**\n\n \n\nAs a Cayman Island company, we\nare classified as a foreign enterprise under PRC laws and regulations, and WFOE is a foreign invested entity (an “FIE”). FIEs\nare subject to a number of restrictions under PRC laws and regulations. In particular, the Affiliated Entities hold ICP licenses for internet\ninformation services, which are classified as value-added telecommunication services (Category II). As these services are subject to strict\nbusiness licensing requirements, including limitations on foreign ownership and in order to have greater flexibility in carrying out business\nand implementing business strategies in compliance with PRC laws and regulations, we and the PRC Subsidiaries operate our businesses in\nChina mainly through the VIE and its subsidiaries. As of December 31, 2024 and 2025, the VIE and its subsidiaries accounted for an aggregate\nof 73.9% and 69.9% of consolidated total assets, respectively, and 75.1% and 72.4% of our consolidated total liabilities, respectively.\nIn 2023, 2024 and 2025, the VIE and its subsidiaries accounted for an aggregate of 93.9%, 84.2% and 79.6%, respectively, of our consolidated\ntotal net revenues.\n\n \n\nThe\nVIE and its subsidiaries are domestic PRC companies. WFOE has entered into a series of contractual arrangements with the VIE and its\nshareholders, through which we are able to consolidate the financial results of the VIE and its subsidiaries. These contractual arrangements\nallow us to:\n\n \n\n \n●\nreceive\nthe economic benefits that could potentially be significant to the VIE in consideration for the services provided by WFOE;\n\n \n \n \n\n \n●\nexercise\neffective control over the VIE; and\n\n \n \n \n\n \n●\nhold\nan exclusive option to purchase all or part of the equity interests and an exclusive option to purchase all or part of the assets\nin the VIE when and to the extent permitted by PRC law.\n\n \n\nAs\na result of these contractual arrangements, we are considered the primary beneficiary of the VIE and consolidate the VIE’s results\nof operations in its financial statements under U.S. GAAP. However, these contractual arrangements may not be as effective in providing\noperational control as direct ownership and the use of the contractual arrangements exposes us to certain risks. For example, the VIE\nor its shareholders may breach the contractual arrangements with WFOE. In such cases, we and the PRC Subsidiaries would have to rely\non legal remedies under PRC law, which may not always be effective, particularly in light of uncertainties in the PRC legal system. See\n“Item 3. Key Information—Risk Factors—Risks Related to Our Corporate Structure.”\n\n \n\nThe\nfollowing is a summary of the currently effective contractual arrangements by and among WFOE (Cheche Ningbo), the VIE (Beijing Cheche)\nand the VIE’s shareholders.\n\n \n\n*Agreements\nthat provide us and the PRC Subsidiaries with effective control over the VIE and its subsidiaries*\n\n \n\n*Equity\nInterest Pledge Agreements.*The VIE and its shareholders entered into certain equity interest pledge agreements with WFOE, dated\nOctober 10, 2019, June 18, 2021 and November 14, 2022, respectively. Pursuant to the equity interest pledge agreements, the shareholders\nof the VIE have pledged all of their equity interests in the VIE to guarantee the VIE and its shareholders’ performance of their\nobligations under the relevant contractual arrangements, which include the exclusive business cooperation agreement, exclusive option\nagreements and power of attorney. If the VIE or any of its shareholders breaches its contractual obligations under these agreements,\nWFOE, as pledgee, will have the right to auction or sell all or part of the pledged equity interests of the VIE and receive proceeds\nfrom such auction or sale.\n\n \n\nEach\nof the shareholders of the VIE agrees that, during the term of the equity interest pledge agreement, such shareholder will not transfer\nthe pledged equity interests or create or allow creation of any encumbrance on the pledged equity interests without the prior written\nconsent of WFOE. WFOE is entitled to all dividends and other distributions on the pledged equity interests declared by the VIE unless\nprohibited by applicable laws and regulations.\n\n \n\n122\n\n \n\n \n\nThe\nequity interest pledge agreements will remain effective until the VIE and its shareholders discharge all their obligations under the\ncontractual arrangements. Such pledge of equity interests in the VIE has been registered with the relevant offices of the SAMR in accordance\nwith the PRC Civil Code.\n\n \n\n*Power\nof Attorney.*Pursuant to the shareholders’ power of attorney among WFOE, the VIE and shareholders of the VIE, dated October\n10, 2019, June 18, 2021 and November 14, 2022, respectively, each shareholder of the VIE has irrevocably appointed WFOE to act as such\nshareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including the right to attend and vote on shareholders’\nmeetings and appoint directors and executive officers. Each power of attorney will remain in force as long as the shareholder remains\na shareholder of the VIE.\n\n \n\n*Agreement\nthat allows us and the PRC Subsidiaries to receive economic benefits from the VIE and its subsidiaries*\n\n \n\n*Exclusive\nBusiness Cooperation Agreement*. Pursuant to the exclusive business cooperation agreement dated November 22, 2018, WFOE has the exclusive\nright to provide the VIE with technical support, consulting services and other services. In exchange, WFOE is entitled to receive a service\nfee from the VIE on an annual basis and at an amount equal to 100% of the consolidated profit of the VIE, offset by the total accumulative\nlosses (if any) for the previous years of the VIE and its subsidiaries and reduced by any working capital for operation, costs, taxes\nand other statutory contributions.\n\n \n\nThe\nVIE has granted WFOE the exclusive right to purchase any or all of their business or assets at the lowest price permitted under PRC law.\nThis agreement remains effective unless otherwise agreed among the parties.\n\n \n\n*Agreements\nthat provide us and the PRC Subsidiaries with the option to purchase the equity interest in the VIE*\n\n \n\n*Exclusive\nOption Agreements*. Pursuant to the exclusive option agreements among CCT, WFOE, the VIE and shareholders of the VIE, dated October\n10, 2019, June 18, 2021 and November 14, 2022, respectively, the shareholders of the VIE have irrevocably granted WFOE an exclusive option\nto purchase, by itself or by persons designated by it, at its discretion at any time, to the extent permitted under PRC law, all or part\nof such shareholders’ equity interests in the VIE.\n\n \n\nThe\npurchase price of the equity interests in the VIE shall be equal to the amount of registered capital contributed by such shareholder\nin the VIE for such purchased equity interests (or such price may be as set forth in the equity transfer agreement to be executed between\nWFOE (or any person designated by it) and such shareholder of the VIE, provided that such price does not violate PRC laws and regulations\nand is acceptable to WFOE).\n\n \n\nWithout\nWFOE’s prior written consent, the VIE and its shareholders have agreed not to amend the VIE’s articles of association, increase\nor decrease the VIE’s registered capital, change the VIE’s structure or registered capital in another manner, sell or otherwise\ndispose of the VIE’s material assets or beneficial interests in the VIE, create or allow any encumbrance on the VIE’s material\nassets or provide any loans.\n\n \n\nWFOE\nis entitled to all dividends and other distributions declared by the VIE, and the shareholders of the VIE have agreed to pay any such\ndividends or distributions to WFOE or any other person designated by WFOE. The exclusive option agreements will remain effective until\nall equity interests of the VIE held by its shareholders have been transferred or assigned to WFOE or its designated person.\n\n \n\n*Spousal\nConsent Letter*. Each spouse of the relevant individual shareholders of the VIE has signed a spousal consent letter. Under the spousal\nconsent letter, the signing spouse unconditionally and irrevocably agreed that the disposition of the equity interest in the VIE which\nis held by and registered under the name of his or her spouse shall be made pursuant to the above-mentioned equity interest pledge agreements,\nexclusive option agreements, shareholders’ power of attorney and exclusive business cooperation agreement, as amended from time\nto time. Moreover, the spouse undertook not to take any action in relation to such equity interest held by and registered under the name\nof his or her spouse.\n\n \n\n123\n\n \n\n \n\n**D.**\n**Property,\nPlants and Equipment**\n\n \n\nWe\nare headquartered in Beijing and had leased an aggregate of over 7,500 square meters of office space in 25 provinces, autonomous regions\nand municipalities in China as of December 31, 2025. We lease our premises through lease agreements with unrelated third parties."}