{"url_path":"/sec/huya/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/1728190/0001104659-26-048944-index.html","accession_number":"0001104659-26-048944","cik":"0001728190","ticker":"HUYA","issuer_name":"HUYA Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1728190/0001104659-26-048944-index.html","primary_entity_key":"0001728190","primary_entity_name":"HUYA Inc."},"word_count":7457,"has_tables":true,"body_markdown":"**ITEM 6.**DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n**A.**Directors and Executive Officers\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**Directors and Executive Officers**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position/Title**\n\nSongtao Lin\n\n​\n\n47\n\n​\n\nChairman of Board of Directors\n\nJunhong Huang\n\n​\n\n45\n\n​\n\nDirector and Acting Chief Executive Officer\n\nQinghua Xie\n\n​\n\n48\n\n​\n\nDirector\n\nHai Tao Pu\n\n​\n\n55\n\n​\n\nDirector\n\nGuang Xu\n\n​\n\n42\n\n​\n\nDirector\n\nLei Zheng\n\n​\n\n49\n\n​\n\nDirector\n\nHongqiang Zhao\n\n​\n\n49\n\n​\n\nIndependent Director\n\nTsang Wah Kwong\n\n​\n\n73\n\n​\n\nIndependent Director\n\nRaymond Peng Lei\n\n​\n\n54\n\n​\n\nChief Financial Officer\n\n​\n\n*Mr. Songtao Lin* has been serving as the chairman of our board of directors since May 2023. Mr. Lin joined Tencent in 2003 and currently serves as the corporate vice president of Tencent. Mr. Lin has held management positions within various Tencent business lines, including QQ, Qzone, Open Platform, GuangDianTong, YingYongBao, and the On-line Video Business Unit. Mr. Lin received his master’s degree in computer application technology from Tianjin University in 2003 and an executive MBA degree from China European International Business School in 2014.\n\n*Mr. Junhong Huang* has been serving as our director since March 2024 and our acting chief executive officer since April 2026 (having served as our acting co-chief executive officer from August 2023 to April 2026). Currently, Mr. Huang also serves as our senior vice president. Prior to joining us, Mr. Huang served as vice president of Tencent Cloud and was responsible for the management and product development of QQ, Tencent Docs, and Tencent Cloud infrastructure products since 2007. Mr. Huang received his master of science degree in network engineering from the University of Paris VI (now Sorbonne University) in 2007.\n\n*Mr. Qinghua Xie*has been serving as our director since April 2023. Mr. Xie joined Tencent in December 2003, and currently serves as the corporate vice president and deputy CFO of Tencent. Mr. Xie has served as a non-executive director of Tongcheng Travel Holdings Limited (SEHK: 0780) since April 2023 and a non-executive director of China Literature Limited (SEHK: 0772) since May 2023. Previously, he served as a non-executive director of Yixin Group Limited (SEHK: 2858) from April 2022 to May 2025. Mr. Xie obtained a bachelor’s degree in economics from Sun Yat-Sen University in 2001.\n\n*Mr. Hai Tao Pu* has been serving as our director since April 2020. Mr. Pu currently serves as the Head of investment and corporate legal, financial policy and consumer protection departments of Tencent. Mr. Pu has also served as a non-executive director and the chairman of the board of directors of China Literature Limited (SEHK:0772) since October 2024. He served as a member of the Listing Committee of the Hong Kong Stock Exchange from 2018 to 2023 and a listing committee member of Shenzhen Stock Exchange ChiNext from 2020 to 2023. Prior to joining Tencent in 2010, Mr. Pu practiced corporate and M&A, capital markets and commercial law at Slaughter and May and Mallesons Stephen Jaques. Mr. Pu received his Juris Doctor from the Melbourne University Law School in Australia.\n\n*Mr. Guang Xu*has been serving as our director since April 2020. Mr. Xu currently serves as a general manager at Tencent’s interactive entertainment group. Prior to joining Tencent in 2006, Mr. Xu served in the game planning department at Shenzhen Yamido Technology Co., Ltd. from 2004 to 2006. Mr. Xu received his bachelor’s degree in electronic information engineering from Huazhong University of Science and Technology in China.\n\n*Mr. Lei Zheng* has been serving as our director since March 2020. Mr. Zheng currently also serves as the general manager of the user platform department of Tencent. Prior to that position, Mr. Zheng served as the assistant general manager of the interactive-entertainment-operation of Tencent from 2012 to 2018. Mr. Zheng received his bachelor’s degree in chemical engineering from Tsinghua University in China.\n\n118\n\n[Table of Contents](#TOC)\n\n*Mr. Hongqiang Zhao* has been serving as our independent director since May 2018. Mr. Zhao currently also serves as an independent director of Li Auto Inc. (Nasdaq: LI; SEHK: 2015), an independent non-executive director of Beisen Holding Limited (SEHK: 9669), Gogox Holdings Limited (SEHK: 2246) and YSB Inc. (SEHK: 9885). Previously, Mr. Zhao served as an executive director and chief financial officer at Bairong Inc. (SEHK: 6608) between June 2018 and May 2023. Prior to that, Mr. Zhao was the chief financial officer of NetEase Lede Technology Co., Ltd. Beijing Branch from October 2014. Previously, Mr. Zhao served as an assistant chief auditor at the PCAOB, a regulatory oversight agency under the SEC of the United States. He worked at KPMG LLP in the United States from August 2001 to February 2009, with the most recent position being an audit manager. Mr. Zhao accumulated corporate governance knowledge and experience through his aforementioned positions and directorships. Mr. Zhao received his bachelor’s degree in accounting from Tsinghua University and his master’s degree in accountancy from George Washington University.\n\n*Mr. Tsang Wah Kwong* has been serving as our independent director since May 2020. Mr. Tsang currently also serves as an independent non-executive director of China Merchants China Direct Investments Limited (SEHK: 0133), Sihuan Pharmaceutical Holdings Group Limited (SEHK: 0460), Shirble Department Store Holdings (China) Limited (SEHK: 0312) and TK Group (Holdings) Limited (SEHK: 2283). Prior to June 2011, Mr. Tsang was a partner of PricewaterhouseCoopers in Hong Kong and China and has over 30 years of experience in auditing and providing support for initial public offerings and acquisition transactions. Mr. Tsang received his bachelor’s degree in business administration from Chinese University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of the Chinese Institute of Certified Public Accountants and a fellow member of the Chartered Association of Certified Accountants.\n\n*Mr. Raymond Peng Lei*has been serving as our chief financial officer since September 2024. He served as our acting co-chief executive officer from September 2024 to April 2026. Prior to joining us, Mr. Lei served as the finance director of Tencent Financial Technology (FiT). He first joined Tencent in 2004 and served in various finance roles during his tenure at Tencent of more than 18 years. Previously, Mr. Lei worked at PricewaterhouseCoopers for over 10 years, engaging in auditing and consulting services. Mr. Lei received his bachelor’s degree in economics from Shenzhen University in 1994 and is a member of the Chinese Institute of Certified Public Accountants.\n\n**B.**Compensation of Directors and Executive Officers\n\nFor the fiscal year ended December 31, 2025, the compensation we paid to our executive officers and directors in cash amounted to an aggregate of RMB9.9 million (US$1.4 million). We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.\n\nOur subsidiaries in mainland China, the variable interest entity and its subsidiaries 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. For share incentive grants to our officers and directors, see “—Share Incentive Plans.”\n\nEmployment 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 or mutually agreed advance written notice. In such case of termination by us, 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 or mutually agreed advance written notice.\n\n119\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 received by us 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, or hire or engage any of our employees who is employed by us 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 entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we may 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\nShare Incentive Plans\n\nAmended and Restated 2017 Plan\n\nIn July 2017, our board of directors approved the 2017 Share Incentive Plan, as amended and restated in March 2018, to provide incentives to our employees, directors and consultants and promote the success of our business. The maximum number of Class A ordinary shares that may be issued under the Amended and Restated 2017 Plan is 28,394,117. As of March 31, 2026, options to purchase 72,500 Class A ordinary shares are outstanding, and 956,845 restricted share units are outstanding under the Amended and Restated 2017 Plan.\n\nThe following paragraphs describe the principal terms of the Amended and Restated 2017 Plan.\n\n*Types of Awards. *The Amended and Restated 2017 Plan permits the awards of options, restricted share units or any other type of awards approved by the committee or the board of directors.\n\n*Plan Administration. *The Amended and Restated 2017 Plan is administered by our board of directors or by a committee of one or more members of our board to whom our board shall delegate the authority to grant or amend awards to any eligible persons other than any of members of the committee serving as the plan administrator. The plan administrator has the power and authority to determine the persons who are eligible to receive awards, as well as other terms and conditions of awards. Any grant or amendment of awards to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members who are not on the committee serving as the plan administrator.\n\n*Award Agreement. *Any award granted under the Amended and Restated 2017 Plan is evidenced by an award agreement that sets forth terms, conditions and limitations for such award, which may include the number of shares subject to the award awarded, the exercise price, the provisions applicable in the event of the grantee’s employment or service terminates, among other provisions. The plan administrator may amend the terms of any award, prospectively or retroactively; provided that no such amendment shall impair the rights of any participant without his or her consent.\n\n*Eligibility. *We may grant awards to directors, officers, employees and consultants of our company or any of our subsidiaries.\n\n*Vesting Schedule. *In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n120\n\n[Table of Contents](#TOC)\n\n*Exercise of options. *Once all the preconditions provided in the relevant award agreements are met, a participant may exercise options in whole or in part by giving written notice of exercise to us specifying information such as the number of shares to be purchased, as well as making full payment of the aggregate exercise price of the shares so purchased.\n\n*Term of options. *The plan administrator determines the term of each option and provides it in the relevant award agreement, but no option shall be exercisable more than five years after the grant date.\n\n*Transfer Restrictions. *Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any awards. In principle, all awards shall be exercisable only by the participants. However, a participant may also transfer one or more awards to a trust controlled by him or her for estate planning purposes.\n\n*Termination and amendment of the Amended and Restated 2017 Plan. *Our board of directors may amend, alter or discontinue the Amended and Restated 2017 Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award without such participant’s consent.\n\nThe shares reserved and to be issued under our Amended and Restated 2017 Share Plan have been registered on the Registration Statements on Form S-8 on September 14, 2018.\n\nThe following table summarizes, as of March 31, 2026, the outstanding options granted under the Amended and Restated 2017 Plan to grantees. As of March 31, 2026, there are no outstanding options granted to our current directors or executive officers under the Amended and Restated 2017 Plan.\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**Class A Ordinary**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Shares Underlying**\n\n​\n\n**Exercise Price**\n\n​\n\n​\n\n​\n\n**Date of**\n\n**Name**\n\n**  ​ ​ ​**\n\n**Options Awarded**\n\n**  ​ ​ ​**\n\n**(US$/Share)**\n\n**  ​ ​ ​**\n\n**Date of Grant**\n\n**  ​ ​ ​**\n\n**Expiration**\n\nGrantees as a group\n\n \n\n72,500\n\n​\n\n​\n\n2.55\n\n \n\nAugust 9, 2017,\nMarch 15, 2018\nand July 1, 2018\n\n \n\nAugust 8, 2027,\nMarch 14, 2028\nand June 30, 2028\n\n​\n\nThe following table summarizes, as of March 31, 2026, the outstanding restricted share units granted under the Amended and Restated 2017 Plan to our directors, executive officers and other grantees.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A Ordinary Shares**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Underlying Restricted**\n\n​\n\n​\n\n​\n\n**Date of**\n\n**Name**\n\n**  ​ ​ ​**\n\n**Share Units Awarded**\n\n**  ​ ​ ​**\n\n**Date of Grant**\n\n**  ​ ​ ​**\n\n**Expiration**\n\nSongtao Lin\n\n \n\n214,848\n\n \n\nOctober 8, 2024\n\n \n\nOctober 7, 2034\n\nJunhong Huang\n\n \n\n77,393\n\n \n\nOctober 8, 2024\n\n \n\nOctober 7, 2034\n\nOther individuals as a group\n\n \n\n664,604\n\n \n\nMarch 31, 2018 to\nDecember 15, 2024\n\n \n\nMarch 30, 2028 to\nDecember 14, 2034\n\n​\n\nAmended and Restated 2021 Plan\n\nIn June 2021, our board of directors approved the 2021 Share Incentive Plan, which was amended and restated in September 2022, to provide incentives to our employees, directors and consultants for outstanding performance to generate superior returns to our shareholders. The maximum number of Class A ordinary shares that may be issued under the Amended and Restated 2021 Plan is 8,018,111. As of March 31, 2026, 1,000,327 restricted share units are outstanding under the Amended and Restated 2021 Plan.\n\nThe following paragraphs describe the principal terms of the Amended and Restated 2021 Plan.\n\n*Types of Awards.* The Amended and Restated 2021 Plan permits the awards of restricted share units.\n\n121\n\n[Table of Contents](#TOC)\n\n*Plan Administration.* The Amended and Restated 2021 Plan is administered by our board of directors or by a committee of one or more members of our board to whom our board shall delegate the authority to grant or amend awards to any eligible persons other than any of members of the committee serving as the plan administrator. The plan administrator has the power and authority to determine the persons who are eligible to receive awards, as well as other terms and conditions of awards. Any grant or amendment of awards to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members who are not on the committee serving as the plan administrator.\n\n*Award Agreement.* Any award granted under the Amended and Restated 2021 Plan is evidenced by award agreements that set forth the terms, conditions and limitations for each award which may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.\n\n*Eligibility.* We may grant awards to directors, officers, employees and consultants of our company or any of our subsidiaries.\n\n*Vesting Conditions. *In general, the plan administrator determines the vesting conditions, which are specified in the relevant award agreement.\n\n*Form and Timing of Payment of Restricted Share Units*. At the time of grant, the plan administrator shall specify the date or dates on which the restricted share units shall become fully vested and nonforfeitable. Upon vesting, the plan administrator, in its sole discretion, may pay restricted share units in the form of cash, in shares or in a combination thereof.\n\n*Transfer Restrictions. *Except under applicable law and the award agreement, all awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. However, such transfer restrictions do not apply to transfer to us, transfers by gift to immediate family and other circumstances specified in the Amended and Restated 2021 Plan.\n\n*Termination and amendment of the Amended and Restated 2021 Plan. *Our board of directors may amend, terminate or modify the Amended and Restated 2021 Plan, but no amendment, termination or modification shall be made if such amendment, termination or modification would adversely affect in any material way any award previously granted pursuant to the Amended and Restated 2021 Plan without the prior written consent of the participant.\n\nThe shares reserved and to be issued under our Amended and Restated 2021 Plan have been registered on the Registration Statements on Form S-8 on July 8, 2021 and December 23, 2022.\n\nThe following table summarizes, as of March 31, 2026, the outstanding restricted share units granted under the Amended and Restated 2021 Plan to our directors, executive officers and other grantees.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A Ordinary Shares**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Underlying Restricted**\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Share Units Awarded**\n\n**  ​ ​ ​**\n\n**Date of Grant**\n\n**  ​ ​ ​**\n\n**Date of Expiration**\n\nJunhong Huang\n\n​\n\n46,904\n\n​\n\nMarch 4, 2024\n\n​\n\nMarch 3, 2034\n\nOther individuals as a group\n\n \n\n953,423\n\n \n\nJune 22, 2021 to\nMarch 15, 2025\n\n \n\nJune 21, 2031 to\nMarch 14, 2035\n\n​\n\n​\n\n122\n\n[Table of Contents](#TOC)\n\n*2024 Plan*\n\nIn December 2024, our board of directors approved and authorized the 2024 Share Incentive Plan, or the 2024 plan, to provide incentives to our directors, employees and consultants, promote the success of our business and enhance the value of our company. The maximum number of Class A ordinary shares that may be issued under the 2024 Plan is 15,846,000. As of March 31, 2026, options to purchase 4,562,919 Class A ordinary shares are outstanding, and 3,679,699 restricted share units are outstanding under the 2024 Plan.\n\nThe following paragraphs describe the principal terms of the 2024 Plan.\n\n*Types of Awards.* The 2024 Plan permits the awards of options or restricted share units.\n\n*Plan Administration.* The 2024 Plan is administered by our board of directors or by a committee of one or more members of our board to whom our board shall delegate the authority to grant or amend awards to any eligible persons other than any of members of the committee serving as the plan administrator. The plan administrator has the power and authority to determine the persons who are eligible to receive awards, as well as other terms and conditions of awards. Any grant or amendment of awards to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members who are not on the committee serving as the plan administrator.\n\n*Award Agreement.* Any award granted under the 2024 Plan is evidenced by award agreements that set forth the terms, conditions and limitations for each award which may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.\n\n*Eligibility.* We may grant awards to employees, consultants of our company or any of our subsidiaries, and all members of our board, as determined by the plan administrator.\n\n*Vesting Conditions.* In general, the plan administrator determines the vesting conditions, which are specified in the relevant award agreement.\n\n*Exercise of options.* Once all the preconditions provided in the relevant award agreements are met, a participant may exercise options in whole or in part by giving written notice of exercise to us specifying information such as the number of shares to be purchased, as well as making full payment of the aggregate exercise price of the shares so purchased.\n\n*Term of options.* The plan administrator determines the term of each option and provides it in the relevant award agreement, but no option shall be exercisable more than ten years after the grant date.\n\n*Transfer Restrictions.* Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge, assign or charge any awards. In principle, all awards shall be exercisable only by the participants. However, a participant may also transfer one or more awards to family members or a trust controlled by him or her for estate and/or tax planning purposes subject to prior approval of the plan administrator.\n\n*Termination and amendment of the 2024 Plan.* Our board of directors may terminate, amend or modify the 2024 Plan, provided, however, that shareholder approval is required for any amendment to the 2024 Plan. No termination, amendment, or modification of the 2024 Plan shall adversely affect in any material way any award previously granted without such participant’s prior written consent.\n\nThe shares reserved and to be issued under our 2024 Plan have been registered on the Registration Statements on Form S-8 on March 14, 2025.\n\nThe following table summarizes, as of March 31, 2026, the outstanding options granted under the 2024 Plan to our directors, executive officers and other grantees.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A Ordinary**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Shares Underlying**\n\n​\n\n**Exercise Price**\n\n​\n\n​\n\n​\n\n**Date of**\n\n**Name**\n\n**  ​ ​ ​**\n\n**Options Awarded**\n\n**  ​ ​ ​**\n\n**(US$/Share)**\n\n**  ​ ​ ​**\n\n**Date of Grant**\n\n**  ​ ​ ​**\n\n**Expiration**\n\nSongtao Lin\n\n \n\n2,059,852\n\n \n\n2.30\n\n \n\nAugust 20,2025\n\n \n\nAugust 19,2035\n\nJunhong Huang\n\n \n\n818,412\n\n \n\n2.30\n\n \n\nAugust 20,2025\n\n \n\nAugust 19,2035\n\nRaymond Peng Lei\n\n \n\n265,718\n\n \n\n2.30\n\n \n\nAugust 20,2025\n\n \n\nAugust 19,2035\n\nOther individuals as a group\n\n \n\n1,418,937\n\n \n\n2.30\n\n \n\nAugust 20,2025\n\n \n\nAugust 19,2035\n\n123\n\n[Table of Contents](#TOC)\n\nThe following table summarizes, as of March 31, 2026, the outstanding restricted share units granted under the 2024 Plan to our directors, executive officers and other grantees.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A Ordinary Shares**\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n​\n\n**Underlying Restricted**\n\n​\n\n​\n\n​\n\n**Date of**\n\n**Name**\n\n**  ​ ​ ​**\n\n**Share Units Awarded**\n\n**  ​ ​ ​**\n\n**Date of Grant**\n\n**  ​ ​ ​**\n\n**Expiration**\n\nSongtao Lin\n\n \n\n173,622\n\n \n\nMarch 15, 2025 to August 29,2025\n\n \n\nMarch 14, 2035 to August 28,2035\n\nJunhong Huang\n\n \n\n108,720\n\n \n\nMarch 15, 2025 to August 29,2025\n\n \n\nMarch 14, 2035 to August 28,2035\n\nRaymond Peng Lei\n\n​\n\n75,920\n\n​\n\nAugust 20,2025\n\n​\n\nAugust 19,2035\n\nOther individuals as a group\n\n \n\n3,321,437\n\n \n\nMarch 15, 2025 to March 15,2026\n\n \n\nMarch 14, 2035 to March 14,2036\n\n​\n\n**C.**Board Practices\n\nBoard of Directors\n\nOur board of directors consists of eight directors. Pursuant to our memorandum and articles of association, Tencent has the right to appoint, remove and replace at least one director as long as Tencent and its affiliates collectively hold no less than 20% of our issued share capital on a fully diluted basis. For so long as Tencent and its affiliates collectively hold no less than 50% of the voting power in us, Tencent has the right to appoint, remove and replace up to the lowest number of directors that (x) constitutes a majority of the directors and (y) is no less than proportionate to its voting power in us, by delivering a written notice to us. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the foregoing, our shareholders may by special resolution appoint any person to be a director and the board of directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person as a director to fill a vacancy or as an addition to the existing board of directors. A director may vote with respect to any contract or transaction or proposed contract or transaction 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 transaction or proposed contract or transaction is considered, provided (a) such director, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. The directors may exercise all the powers of the company to borrow money, to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, and to issue debentures, debenture stock, bonds or other securities whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.\n\nCommittees of the Board of Directors\n\nWe have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.\n\n*Audit Committee.* Our audit committee consists of Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong. Mr. Hongqiang Zhao is the chairperson of our audit committee. We have determined that Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934. We have determined that Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong qualify as “audit committee financial experts.” Mr. Hongqiang Zhao currently also serves on the audit committees of Li Auto Inc. (Nasdaq: LI; SEHK: 2015), Beisen Holding Limited (SEHK: 9669), Gogox Holdings Limited (SEHK: 2246) and YSB Inc. (SEHK: 9885). Mr. Tsang Wah Kwong currently also serves on the audit committees of China Merchants China Direct Investments Limited (SEHK: 0133), Sihuan Pharmaceutical Holdings Group Limited (SEHK: 0460), Shirble Department Store Holdings (China) Limited (SEHK: 0312) and TK Group (Holdings) Limited (SEHK: 2283). Our board of directors has determined that the simultaneous service of Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong on the audit committees of these public companies would not impair their ability to effectively serve on the audit committee of our board of directors. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:\n\n●appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n124\n\n[Table of Contents](#TOC)\n\n●reviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n●discussing the annual audited financial statements with management and the independent auditors;\n\n●reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n●reviewing and approving all proposed related party transactions;\n\n●meeting separately and periodically with management and the independent auditors; and\n\n●monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n*Compensation Committee.* Our compensation committee consists of Mr. Qinghua Xie, Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong. Mr. Qinghua Xie is the chairperson of our compensation committee. We have determined that Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our acting chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:\n\n●reviewing and approving, or recommending to the board for its approval, the compensation for our acting chief executive officer and other executive officers;\n\n●reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;\n\n●reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements, and\n\n●selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.\n\n*Nominating and Corporate Governance Committee.* Our nominating and corporate governance committee consists of Mr. Hongqiang Zhao, Mr. Tsang Wah Kwong and Mr. Songtao Lin. Mr. Hongqiang Zhao is the chairperson of our nominating and corporate governance committee. Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:\n\n●selecting and recommending nominees for election by the shareholders or appointment by the board;\n\n●reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n●making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;\n\n●advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations; and\n\n●making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.\n\n125\n\n[Table of Contents](#TOC)\n\nDuties of Directors\n\nUnder Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to exercise the skill 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 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, as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. Our company has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our 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 and its responsibilities 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​\n\n126\n\n[Table of Contents](#TOC)\n\nTerms of Directors and Officers\n\nTencent has the right to appoint, remove and replace at least one director as long as Tencent and its affiliates collectively hold no less than 20% of our issued share capital on a fully diluted basis. For so long as Tencent and its affiliates collectively hold no less than 50% of the voting power in us, Tencent has the right to appoint, remove and replace up to the lowest number of directors that (x) constitutes a majority of the directors and (y) is no less than proportionate to its voting power in us, by delivering a written notice to us. Subject to the foregoing, our directors may be elected by a resolution of our board of directors, or by a special resolution of our shareholders. Our directors are not subject to a term of office (unless otherwise specified in a written agreement between our company and the relevant director) and hold office until such time as they are removed from office by special resolution of the shareholders (other than directors appointed by Tencent pursuant to the memorandum and articles). A director will cease to be a director 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; (v) is prohibited by law from being a director; or (vi) is removed from office pursuant to any other provision of our memorandum and articles of association. Our officers are elected by and serve at the discretion of the board of directors.\n\n**D.**Employees\n\nWe had 1,345, 1,251 and 1,176 employees as of December 31, 2023. December 31, 2024 and December 31, 2025, respectively. As of December 31, 2025, 73.9%, 7.3% and 18.8% of our employees were located in Guangzhou, Foshan and other cities, respectively. The following table sets forth the numbers of our employees categorized by function as of December 31, 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of December 31, 2025**\n\n​\n\n**  ​ ​ ​**\n\n**Number**\n\n**  ​ ​ ​**\n\n**%**\n\nCustomer services and operations\n\n \n\n376\n\n​\n\n32\n\nResearch and development\n\n \n\n600\n\n​\n\n51\n\nSales and marketing\n\n \n\n40\n\n​\n\n3.4\n\nGeneral and administrative\n\n \n\n160\n\n​\n\n13.6\n\n**Total**\n\n** **\n\n**1,176**\n\n****​\n\n**100.0**\n\n​\n\nWe participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance, as required by laws and regulations in mainland China. 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\nWe typically enter into standard employment, confidentiality and non-compete agreements with our senior management and core personnel. These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for two years after the termination of his or her employment, provided that we pay compensation during the restriction period in accordance with laws and regulations of mainland China in this regard.\n\nWe believe that we maintain a good working relationship with our employees, and we have not experienced any labor disputes.\n\n**E.**Share Ownership\n\nExcept as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Class A and Class B ordinary shares as of March 31, 2026:\n\n●each of our directors and executive officers; and\n\n●each person known to us to own beneficially 5% or more of our total outstanding ordinary shares.\n\n127\n\n[Table of Contents](#TOC)\n\nThe calculations in the table below are based on 229,791,192 ordinary shares outstanding as of March 31, 2026, comprising of 79,404,675 Class A ordinary shares (excluding 4,914,953 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan and 63,134 treasury shares in the form of ADSs) and 150,386,517 Class B ordinary shares. For the avoidance of doubt, the total outstanding ordinary shares include 5,655,480 Class A ordinary shares beneficially owned by participants of our share incentive plans.\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, subject to certain conditions. 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**Total**\n\n**  ​ ​ ​**\n\n**% of total**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**ordinary**\n\n​\n\n**ordinary**\n\n​\n\n**% of**\n\n​\n\n​\n\n**Class A**\n\n​\n\n**Class B**\n\n​\n\n**shares on an**\n\n​\n\n**shares on an**\n\n​\n\n**aggregate**\n\n​\n\n​\n\n**ordinary**\n\n​\n\n**ordinary**\n\n​\n\n**as-converted**\n\n​\n\n**as converted**\n\n​\n\n**voting**\n\n​\n\n**  ​ ​ ​**\n\n**Shares**†\n\n**  ​ ​ ​**\n\n**Shares**††\n\n**  ​ ​ ​**\n\n**basis**\n\n**  ​ ​ ​**\n\n**basis**\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\nSongtao Lin(1)\n\n​\n\n48,447\n\n​\n\n—\n\n​\n\n48,447\n\n​\n\n0.0\n\n​\n\n0.0\n\nJunhong Huang(2)\n\n​\n\n89,660\n\n​\n\n—\n\n​\n\n89,660\n\n​\n\n0.0\n\n​\n\n0.0\n\nQinghua Xie\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nHai Tao Pu\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nGuang Xu\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nLei Zheng\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nHongqiang Zhao\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nTsang Wah Kwong\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nRaymond Peng Lei\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nAll directors and executive officers as a group\n\n \n\n138,107\n\n \n\n—\n\n \n\n138,107\n\n \n\n0.1\n\n \n\n0.0\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\nTencent Holdings Limited (3)\n\n \n\n—\n\n \n\n150,386,517\n\n​\n\n150,386,517\n\n​\n\n65.4\n\n​\n\n95.0\n\nNotes:\n\n*\n\nThe business address for our executive director and officers listed in the table is Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou 511446, the People’s Republic of China. The business address of Mr. Songtao Lin and Qinghua Xie is Tencent Binhai Building, No. 33 Haitian 2nd Road, Nanshan District, Shenzhen, the People’s Republic of China. The business address of Mr. Hai Tao Pu is 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong. The business address of Mr. Guang Xu is 13/F, Building C, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China. The business address of Mr. Lei Zheng is Building D2, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China.\n\n†\n\nFor each person and group included in this column, percentage ownership is calculated by dividing the number of Class A ordinary shares beneficially owned by such person or group, including Class A ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2026, by the sum of the total number of Class A ordinary shares outstanding as of March 31, 2026 and the number of Class A ordinary shares underlying the options held by such person or group that are exercisable within 60 days of March 31, 2026.\n\n††\n\nFor each person and group included in this column, percentage ownership is calculated by dividing the number of Class B ordinary shares beneficially owned by such person or group, including Class B ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2026, by the sum of the total number of Class B ordinary shares outstanding as of March 31, 2026 and the number of Class B ordinary shares underlying the options held by such person or group that are exercisable within 60 days of March 31, 2026.\n\n†††\n\nFor each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, including Class A and Class B ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2026, with respect to all outstanding shares 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 Class A ordinary share. Each holder of our Class B ordinary shares is entitled to ten votes per Class B ordinary share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a share-for-share basis.\n\n128\n\n[Table of Contents](#TOC)\n\n(1)Represents 48,447 Class A ordinary shares in the form of ADSs held by Mr. Songtao Lin.\n\n(2)Represents 89,660 Class A ordinary shares in the form of ADSs held by Mr. Junhong Huang.\n\n(3)Represents 150,386,517 Class B ordinary shares directly held by Linen Investment Limited, based on our register of members. Tencent Holdings Limited is a Cayman Islands company. Linen Investment Limited is a British Virgin Islands company and a direct wholly owned subsidiary of Tencent Holdings Limited. The principal business address of each of Tencent Holdings Limited and Linen Investment Limited is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.\n\nTo our knowledge, as of March 31, 2026, we had one record holder of our shares in the United States, namely Deutsche Bank Trust Company Americas, the depositary of our ADS program. Deutsche Bank Trust Company Americas held a total of 84,382,762 Class A ordinary shares of record as of March 31, 2026, including Class A ordinary shares issued for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan and treasury ADSs. None of our outstanding Class B ordinary shares are held by record holders in the United States. 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\nFor options and restricted share units granted to our officers, directors and employees, see “—B. Compensation of Directors and Executive Officers—Share Incentive Plans.”\n\nWe are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\n**F.**Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable.\n\n​"}