{"url_path":"/sec/cik-0001734262/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 ****DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1734262/0001104659-26-048866-index.html","accession_number":"0001104659-26-048866","cik":"0001734262","ticker":null,"issuer_name":"CooTek(Cayman)Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1734262/0001104659-26-048866-index.html","primary_entity_key":"0001734262","primary_entity_name":"CooTek(Cayman)Inc."},"word_count":4920,"has_tables":true,"body_markdown":"**ITEM 6.****DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n**A.****Directors and Senior Management**\n\nThe following table sets forth information regarding our directors and executive officers as of the date of this annual report.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Directors and Executive Officers**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position/Title**\n\nKarl Kan Zhang\n\n​\n\n45\n\n​\n\nChairman of the Board of Directors, Chief Technology Officer and Acting Chief Financial Officer\n\nSusan Qiaoling Li\n\n​\n\n47\n\n​\n\nDirector, Chief Executive Officer, and President\n\nYe Yuan\n\n​\n\n43\n\n​\n\nDirector\n\n​\n\n*Mr. Karl Kan Zhang*co- founded our company in 2008 and has served as Chairman of the Board of Directors since March 2012, Chief Technology Officer since April 2020 and Acting Chief Financial Officer since December 2023. Mr. Zhang also served as the Chief Architect from August 2008 to April 2020. Prior to founding our company, Mr. Zhang served as a research and development manager at Microsoft Advanced Technology Center from 2004 to 2008. Prior to that, Mr. Zhang served as a software engineer at Intel China Software Lab from 2002 to 2004. Mr. Zhang received his bachelor’s degree in mechanical and electronic engineering from Shanghai University in 2002.\n\n*Ms. Susan Qiaoling Li*co-founded our company in 2008, and has served as our President since April 17, 2018, our director since October 2012, and our Chief Executive Officer since November 2021. Ms. Li first served as our Chief Marketing Officer in 2008, and was then appointed as our Head of Global Business Division in September 2015. Prior to founding our company, Ms. Li served as a program manager in Microsoft China Co., Ltd.’s Shanghai Branch from 2005 to 2008, where she gained extensive experience in developing software and managing key accounts. Prior to that, Ms. Li served as a software quality engineer at Intel (China) Co., Ltd from 2003 to 2005. Ms. Li received her bachelor’s degree in automation from Tsinghua University in 2000 and her master’s degree in computer engineering from North Carolina State University in 2003.\n\n*Mr. Ye Yuan*has served as our director since September 2025. Mr. Yuan has served as a vice president at HongShan since October 2019. Prior to joining HongShan, Mr. Yuan worked as a managing director at Zhongrong International Trust Co. Ltd. from October 2013 to October 2019. From July 2011 to October 2013, Mr. Yuan served as a vice investment director at JD Capital. Mr. Yuan received his master’s degree in financial economics from Erasmus Universiteit Rotterdam in the Netherlands in 2008.\n\n**Employment Agreements and Indemnification Agreements**\n\nWe have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon three-month advance written notice. If we terminate the employment with our executive officers, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance written notice.\n\n122\n\n[Table of Contents](#TOC)\n\nEach executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third-party we received and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.\n\nIn addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees we employed on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.\n\nWe have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.\n\n**B.****Compensation**\n\nFor the fiscal year ended December 31, 2025, we paid an aggregate of approximately US$0.7 million in cash to our executive officers, and we did not pay any cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiary and the VIEs are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.\n\nShare Incentive Plans\n\n2012 Stock Incentive Plan\n\nIn November 2012, we adopted the 2012 Stock Incentive Plan, as amended from time to time, or the 2012 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and advisors and promote the success of our business. The maximum aggregate number of our ordinary shares which may be issued pursuant to all awards under the 2012 Plan is 226,153,637 ordinary shares. As of March 31, 2026, awards to purchase 202,657,740 ordinary shares have been granted and outstanding, excluding awards that were forfeited or canceled after the relevant grant dates.\n\nOn November 6, 2018, our board of directors approved to reduce the exercise price of certain options granted under our 2012 Plan to employees.\n\nOn July 20, 2022, our board of directors approved to extend the term of the 2012 Stock Incentive Plan and the expiration date of certain awards issued under this plan for another ten years, effective immediately.\n\nThe following paragraphs describe the principal terms of the 2012 Plan.\n\n*Types of Awards*. The 2012 Plan permits the awards of options, restricted shares, restricted share units, or RSUs, or any other form of awards granted to a participant pursuant to the 2012 Plan.\n\n*Plan Administration*. Our board of directors or a committee of one or more members of the board of directors will administer the 2012 Plan. The plan administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.\n\n123\n\n[Table of Contents](#TOC)\n\n*Award Agreement*. Awards granted under the 2012 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n*Eligibility*. We may grant awards to our senior managers, advisors or employees.\n\n*Vesting Schedule*. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n*Exercise of Awards*. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of awards will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.\n\n*Transfer Restrictions*. Awards may not be transferred in any manner by the participant other than by will or the laws of descent and distribution, except as otherwise authorized by the plan administrator during the lifetime of the participant.\n\n*Termination and amendment of the 2012 Plan*. Unless terminated earlier, the 2012 Plan has a term of 20 years. Our board of directors has the authority to amend or terminate the 2012 Plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the participant.\n\n2018 Share Incentive Plan\n\nIn August 2018, our shareholders and board of directors adopted the 2018 Share Incentive Plan, or the 2018 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. The maximum aggregate number of shares which may be issued under the 2018 Plan shall initially be 63,916,634 Class A ordinary shares, *plus* an annual increase on the first day of each of the first five (5) complete fiscal years after the completion of our initial public offering in 2018 and during the term of this plan commencing with the fiscal year beginning January 1, 2019, by an amount equal to 2.0% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year (excluding issued shares reserved for future option exercise and restricted share unit vesting). As of March 31, 2026, awards to purchase 100,778,086 ordinary shares have been granted and outstanding, excluding awards that were forfeited or canceled after the relevant grant dates. The following paragraphs summarize the terms of the 2018 Plan.\n\n*Types of Awards*. The 2018 Plan permits the awards of options, restricted shares, restricted share units, or other types of awards granted to a participant pursuant to the terms of the 2018 Plan.\n\n*Plan Administration*. The board of directors or a committee of one or more members of the board of directors will administer the 2018 Plan. The plan administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.\n\n*Award Agreement*. Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant, which may include the term of the award, the provisions applicable in the event the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n*Eligibility*. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries.\n\n*Vesting Schedule*. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.\n\n*Exercise of Options*. The plan administrator determines the exercise price for each option, which is stated in the award agreement. The plan administrator shall determine the time or times at which an option may be exercised in whole or in part, but the maximum term of any option is ten years.\n\n124\n\n[Table of Contents](#TOC)\n\n*Transfer Restrictions*. Awards may not be transferred in any manner by the recipient other than in accordance with the exceptions provided in the 2018 Plan, such as transfers by will or the laws of descent and distribution.\n\n*Termination and Amendment of the 2018 Plan*. Unless terminated earlier, the 2018 Plan has a term of ten years. Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.\n\nThe following table summarizes, as of March 31, 2026, the awards granted under our 2012 Plan and 2018 Plan to several of our directors and executive officers and to other individuals as a group, excluding awards that were forfeited or canceled after the relevant grant dates.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary**\n\n  ​ ​ ​\n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Shares**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Underlying**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Outstanding**\n\n​\n\n**Exercise**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Options or**\n\n​\n\n**Price**\n\n​\n\n​\n\n​\n\n**Date of**\n\n**Name**\n\n**  ​ ​ ​**\n\n**RSUs**\n\n**  ​ ​ ​**\n\n**(US$/Share)**\n\n**  ​ ​ ​**\n\n**Date of Grant**\n\n**  ​ ​ ​**\n\n**Expiration**\n\nKarl Kan Zhang\n\n \n\n10,000,000\n\n \n\n0.0002\n\n​\n\nJanuary 6, 2020\n\n​\n\nJanuary 5, 2030\n\nSusan Qiaoling Li\n\n \n\n5,000,000\n\n \n\n0.0002\n\n​\n\nJanuary 6, 2020\n\n​\n\nJanuary 5, 2030\n\nOther individuals as a group\n\n \n\n288,435,826\n\n(1)  ​\n\nfrom 0.0002 to 0.1800\n\n​\n\n  ​\n\n​\n\n  ​\n\n(1)\n\nIncluding options and restricted shares units. With respect to the options, the exercise price is within the range from US$0.0002 to US$0.1800 per share.\n\n**C.****Board Practices**\n\nOur board of directors consists of three directors. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered. The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.\n\n**Committees of the Board of Directors**\n\nAs CooTek is not currently listed on any stock exchange, CooTek is not subject to any listing rules or listing standards. In May 2023, CooTek’s independent directors resigned from its board of directors and CooTek’s board of directors resolved to dissolve the audit committee, the compensation committee and the nominating and corporate governance committee. CooTek’s board of directors has assumed the functions and responsibilities of these committees since May 2023. There are no independent directors on CooTek’s board of directors as of the date of this annual report. For risks relating to CooTek’s current corporate governance practice, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our ADSs or Ordinary Shares—As CooTek is an exempted company incorporated in the Cayman Islands and not listed on any stock exchange, its corporate governance practices may differ significantly from those of companies incorporated in Delaware or other states in the United States or those of companies listed on a stock exchange, and these practices may afford less protection to shareholders.”\n\n125\n\n[Table of Contents](#TOC)\n\n**Duties of Directors**\n\nUnder Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than what may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care, and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association and the class rights vested thereunder in the holders of the shares. The Company has the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may have rights to damages if a duty owed by the directors is breached.\n\nOur board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:\n\n●convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;\n\n●declaring dividends and distributions;\n\n●appointing officers and determining the term of office of the officers;\n\n●exercising the borrowing powers of our company and mortgaging the property of our company; and\n\n●approving the transfer of shares in our company, including the registration of such shares in our share register.\n\n**Terms of Directors and Officers**\n\nOur officers are appointed by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies, or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the company, (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our board of directors resolve that his office be vacated; or (v) is removed from office pursuant to any other provision of our memorandum and articles of association.\n\n**D.****Employees**\n\nWe had 106, 94 and 67 employees as of December 31, 2023, 2024 and 2025, respectively. The following table sets forth the breakdown of our employees by function as of December 31, 2025:\n\n​\n\n​\n\n​\n\n**Function:**\n\n**  ​ ​ ​**\n\n**Number of Employees**\n\nResearch and development\n\n \n\n40\n\nSales and marketing\n\n \n\n2\n\nOperations\n\n \n\n12\n\nGeneral and administrative\n\n \n\n13\n\n**Total**\n\n** **\n\n**67**\n\n​\n\nAs required by laws and regulations in mainland China, we contribute to various statutory employee benefit plans that are organized by municipal and provincial governments, including pension, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance plans as well as the housing provident fund. We are required under Chinese law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.\n\n126\n\n[Table of Contents](#TOC)\n\nWe enter into labor contracts and standard confidentiality and intellectual property agreements with our key employees. The labor contracts with our key personnel typically include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for one year after the termination of his or her employment.\n\n**E.****Share Ownership**\n\nThe following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2026, by:\n\n●each of our directors and executive officers; and\n\n●each person known to us to own beneficially 5% of our total outstanding shares.\n\nThe calculations in the table below are based on 4,591,030,991 Class A ordinary shares (excluding treasury stocks and shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) and 246,224,465 Class B ordinary shares outstanding as of March 31, 2026.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days after March 31, 2026, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Ordinary Shares Beneficially Owned**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**% of **\n\n​\n\n  ​ ​ ​\n\n**Class A**\n\n  ​ ​ ​\n\n**Class B**\n\n  ​ ​ ​\n\n**Total **\n\n  ​ ​ ​\n\n**% of **\n\n  ​ ​ ​\n\n**Aggregate**\n\n​\n\n** **\n\n**Ordinary**\n\n** **\n\n**Ordinary**\n\n** **\n\n**Ordinary**\n\n** **\n\n**Beneficial**\n\n** **\n\n**Voting**\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Ownership**\n\n**  ​ ​ ​**\n\n**Power****\n\n**Directors and Executive Officers***\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nKarl Kan Zhang(1)\n\n \n\n104,285,750\n\n​\n\n246,224,465\n\n​\n\n350,510,215\n\n​\n\n7.2\n\n​\n\n58.2\n\nSusan Qiaoling Li(2)\n\n \n\n220,624,465\n\n​\n\n—\n\n​\n\n220,624,465\n\n​\n\n4.6\n\n​\n\n2.1\n\nYe Yuan\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n**All Directors and Executive Officers as a Group**\n\n \n\n324,910,215\n\n​\n\n246,224,465\n\n​\n\n571,134,680\n\n​\n\n11.8\n\n​\n\n60.2\n\n**Principal Shareholders:**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nHSG GF Holdco III-A, Ltd.(3)\n\n \n\n555,204,772\n\n​\n\n—\n\n​\n\n555,204,772\n\n​\n\n11.5\n\n​\n\n5.2\n\nQiming Funds(4)\n\n \n\n540,786,459\n\n​\n\n—\n\n​\n\n540,786,459\n\n​\n\n11.2\n\n​\n\n5.0\n\nSIG China Investments Master Fund III, LLLP(5)\n\n \n\n423,583,387\n\n​\n\n—\n\n​\n\n423,583,387\n\n​\n\n8.8\n\n​\n\n3.9\n\nKan’s Global CoolStuff Investment Inc.(1)(6)\n\n \n\n—\n\n​\n\n246,224,465\n\n​\n\n246,224,465\n\n​\n\n5.1\n\n​\n\n57.3\n\n*\n\nExcept as otherwise indicated below, the business address of our directors and executive officers is 7F, T3, Lane 360, Xinlong Road, Minhang District, Shanghai, 201101, China. The business address of Glen Qian Sun is Room 3006, Plaza 66 Tower 2, No.1266 Nanjing West Road, Shanghai, China.\n\n**\n\nFor each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.\n\n127\n\n[Table of Contents](#TOC)\n\n(1)Represents (i) 246,224,465 Class B ordinary shares held by Kan’s Global CoolStuff Investment Inc., a British Virgin Islands company, (ii) 94,285,750 Class A ordinary shares held by Karl Kan Zhang, and (iii) 10,000,000 Class A ordinary shares issuable upon the exercise of options exercisable within 60 days after the date of this annual report held by Karl Kan Zhang. Kan’s Global CoolStuff Investment Inc. is wholly owned by Kan’s Universe Investment Limited, a British Virgin Islands company, which is ultimately owned by Karl Kan Zhang. Mr. Zhang is the sole director of Kan’s Global CoolStuff Investment Inc. The registered office of Kan’s Global CoolStuff Investment Inc. is at Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(2)Represents (i) 215,624,465 Class A ordinary shares held by LQL Global Innovation Investment Inc., a British Virgin Islands company, and (ii) 5,000,000 Class A ordinary shares issuable upon the exercise of options exercisable within 60 days after the date of this annual report held by Susan Qiaoling Li. LQL Global Innovation Investment Inc. is wholly owned by LQL International Limited, a British Virgin Islands company, which is ultimately owned by Susan Qiaoling Li. Ms. Li is the sole director of LQL Global Innovation Investment Inc. The registered office of LQL Global Innovation Investment Inc. is at Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(3)Represents (i) 534,404,772 Class A ordinary shares and (ii) 20,800,000 Class A ordinary shares in the form of ADSs held by HSG GF Holdco III-A, Ltd., formerly known as Sequoia Capital China GF Holdco III-A, Ltd. and an exempted company with limited liability incorporated in the Cayman Islands. Information regarding beneficial ownership is reported as of December 31, 2018, based on the information contained in the Schedule 13G filed by Sequoia Capital China GF Holdco Ltd. with SEC on February 14, 2019. The sole shareholder of HSG GF Holdco III-A, Ltd. is HongShan Capital Growth Fund III, L.P., formerly known as Sequoia Capital China Growth Fund III, L.P. The general partner of HongShan Capital Growth Fund III, L.P. is HSG Growth III Management, L.P., formerly known as SC China Growth III Management, L.P., whose general partner is HSG Holding Limited, formerly known as SC China Holding Limited. HSG Holding Limited is wholly owned by SNP China Enterprises Limited, which in turn is wholly owned by Mr. Neil Nanpeng Shen. The registered office of HSG GF Holdco III-A, Ltd. is at Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.\n\n(4)Represents (i) 490,679,348 Class A ordinary shares held by Qiming Venture Partners II, L.P., a Cayman Islands exempted limited partnership; 42,966,564 Class A ordinary shares held by Qiming Venture Partners II-C, L.P., a Cayman Islands exempted limited partnership; and (ii) 7,140,547 Class A ordinary shares by Qiming Managing Directors Fund II, L.P., a Cayman Islands exempted limited partnership. Information regarding beneficial ownership is reported as of December 31, 2022, based on the information contained in the Schedule 13G/A filed by Qiming Corporate GP II, Ltd. with SEC on February 14, 2023. Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P., and Qiming Managing Directors Fund II, L.P. are collectively referred to as Qiming Funds. The general partner of both Qiming Venture Partners II, L.P. and Qiming Venture Partners II-C, L.P. is Qiming GP II, L.P., a Cayman Islands exempted limited partnership. The general partner of both Qiming Managing Directors Fund II, L.P. and Qiming GP II, L.P. is Qiming Corporate GP II, Ltd., a Cayman Islands exempted limited company. Duane Ziping Kuang, Gary Edward Rieschel and Robert Brian Headley each owns approximately 33.33% of Qiming Corporate GP II, Ltd. The registered office of Qiming Funds is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.\n\n(5)Represents 423,583,387 Class A ordinary shares held by SIG China Investments Master Fund III, LLLP, a Delaware limited liability limited partnership. Information regarding beneficial ownership is reported as of December 31, 2020, based on the information contained in the Schedule 13G/A filed by SIG China Investments Master Fund III, LLLP, SIG Asia Investment, LLLP, and Heights Capital Management, Inc. with SEC on February 16, 2021. SIG Asia Investment, LLLP, a Delaware limited liability limited partnership, is the investment manager for SIG China Investments Master Fund III, LLLP pursuant to an investment management agreement, and as such, has discretionary authority to vote and dispose of the Class A ordinary shares. Heights Capital Management, Inc., a Delaware Corporation, is the investment manager for SIG Asia Investment, LLLP pursuant to an investment management agreement, and as such, has the discretionary to dispose and vote the Class A ordinary shares. Mr. Authur Dantchik, in his capacity as president of SIG Asia Investment, LLLP, and vice president of Heights Capital Management, Inc. may also be deemed to have investment discretion over the shares held by SIG China Investments Master Fund III, LLLP. Mr. Dantchik disclaims any such investment discretion or beneficiary ownership with respect to these shares. The registered office of SIG China Investments Master Fund III, LLLP is at One Commence Center, 1201 N. Orange Street, Suite 715, Wilmington, DE, USA.\n\n128\n\n[Table of Contents](#TOC)\n\n(6)Represents 246,224,465 Class B ordinary shares held by Kan’s Global CoolStuff Investment Inc., a British Virgin Islands company. Kan’s Global CoolStuff Investment Inc. is wholly owned by Kan’s Universe Investment Limited, a British Virgin Islands company, which is ultimately owned by Karl Kan Zhang. Mr. Zhang is the sole director of Kan’s Global CoolStuff Investment Inc. The registered office of Kan’s Global CoolStuff Investment Inc. is at Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\nTo our knowledge, as of March 31, 2026, a total of 2,947,578,087 of our ordinary shares (including treasury stocks and shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) were held by three record holders in the United States. One of these holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 2,533,702,150 Class A ordinary shares (including treasury stocks and shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans). The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.\n\n**F.****Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation**\n\nNot applicable."}