{"url_path":"/sec/qfnhf/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/1741530/0001104659-26-049501-index.html","accession_number":"0001104659-26-049501","cik":"0001741530","ticker":"QFIN","issuer_name":"Qfin Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1741530/0001104659-26-049501-index.html","primary_entity_key":"0001741530","primary_entity_name":"Qfin Holdings, Inc."},"word_count":7664,"has_tables":true,"body_markdown":"ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nA.          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**Directors and Executive Officers**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position/Title**\n\n** **\n\nFan Zhao\n\n​\n\n71\n\n​\n\nChairman of the Board of Directors and Independent Director\n\n​\n\nHaisheng Wu\n\n​\n\n43\n\n​\n\nChief Executive Officer and Director\n\n​\n\nAlex Xu\n\n​\n\n57\n\n​\n\nChief Financial Officer and Director\n\n​\n\nDan Zhao\n\n​\n\n46\n\n​\n\nDirector\n\n​\n\nJiao Jiao\n\n​\n\n45\n\n​\n\nIndependent Director\n\n​\n\nEric Xiaohuan Chen\n\n​\n\n44\n\n​\n\nIndependent Director\n\n​\n\nGang Xiao\n\n​\n\n50\n\n​\n\nIndependent Director\n\n​\n\nAndrew Y Yan\n\n​\n\n68\n\n​\n\nIndependent Director\n\n​\n\nXiangge Liu\n\n​\n\n59\n\n​\n\nIndependent Director\n\n​\n\nYan Zheng\n\n​\n\n38\n\n​\n\nChief Risk Officer\n\n​\n\n​\n\n*Mr. Fan Zhao*has served as our chairman of the board of directors since August 2024 and our independent director since January 2023. Mr. Zhao founded and has served as the chairman of the board of directors of Beijing Fengye Fanda Investment Advisory Co., Ltd. since 2000. He has served as a director of Heintzman Piano Company Limited since 2004. He founded and served as the chairman of the board of directors of Sunbridge International Holdings Limited from 2002 to 2018. Mr. Fan Zhao received a bachelor’s degree in mechanical engineering from Beijing University of Civil Engineering and Architecture in 1982 and an MBA degree from Lawrence Technological University in 2002. He also spent three years as a visiting scholar at the University of Copenhagen in Denmark from 1990 to 1993.**\n\n*Mr. Haisheng Wu*has served as our chief executive officer and our director since August 2019. Before that, Mr. Wu had served as our president since our inception. Before working on the establishment of our business, Mr. Wu worked as a product director at the 360 Group start page department from March 2011, in charge of 360 Start Page, 360kan and 360 Mobile Browser. Prior to that, Mr. Wu worked with the user product department of Baidu, Inc. (NASDAQ: BIDU; HKEX: 9888), as a product manager from July 2008. Mr. Wu received his bachelor’s degree in economics (media economics management) from Communication University of China and master’s degree in communication studies from Peking University in 2005 and 2008, respectively.\n\n146\n\n[Table of Contents](#TOC)\n\n*Mr. Alex Xu*has served as our director since March 2021, as our chief financial officer since July 2020 and as our senior advisor since October 2019. Mr. Xu has extensive experiences in capital market, corporate finance and business management. Prior to joining us, Mr. Xu served as the Chief Financial Officer of Shenzhen Qianhai Dashu Financial Services Co., Ltd. from September 2018 and a director of Qihoo 360 Technology Co. Ltd. from September 2017 to April 2019. He was a Co-Chief Financial Officer of Qihoo 360 (previously listed on the New York Stock Exchange) from February 2011 to August 2016. Prior to that, Mr. Xu was a Managing Director at Cowen & Company, LLC. He also served as the Chief Financial Officer of Yeecare Holdings in 2010, and from May 2008 to March 2010, as the Chief Strategy Officer of China Finance Online Co., Ltd. Mr. Xu was a Senior Vice President at Brean Murray, Carret & Co from 2007 to 2008. He was an associate at Bank of America Securities, LLC from 2003 to 2007, and worked at investment research department of UBS AG from 2002 to 2003. Mr. Xu received his bachelor’s degree in Applied Physics from Beijing University of Posts and Telecommunications and an M.B.A. degree from Cornell University. Mr. Xu is a CFA charter holder.\n\n*Mr. Dan Zhao* has served as our director since May 2020 and is currently the vice president of 360 Group. Mr. Zhao has also been a non-executive director of 360 Ludashi Holdings Limited (HKEX: 3601) since June 2020, and a director of Beijing Huafang Technology Co., Ltd., Beijing Mijing Hefeng Technology Co., Ltd., Huafang Group Inc. and Kincheng Bank of Tianjin Co., Ltd. since August 2020, September 2020, July 2021 and February 2022, respectively. Before joining 360 Group in January 2013, Mr. Zhao served as a senior manager in Alibaba Group (NYSE: BABA; HKEX: 9988) from November 2007. From September 2006 to November 2007, Mr. Zhao worked for KPMG Huazhen LLP as an associate manager. Mr. Zhao received his bachelor’s degree in international enterprise management from the University of Shanghai for Science and Technology in 2002, and his master’s degree in international business economics from the University of Konstanz in 2004. Mr. Zhao was accredited as a certified internal auditor by the Institute of Internal Auditors in November 2008.\n\n*Ms. Jiao Jiao* has served as our director since November 2022 and has been redesignated as our independent director since 2025. Ms. Jiao has been serving as the consultant of Kuaishou (HKEX: 1024) since January 2026. From August 2024 to December 2025, Ms. Jiao served as the head of the legal department of Kuaishou. From May 2022 to July 2024, Ms. Jiao served as a director of 360 Group, where she also served as a vice president and the head of the legal department from September 2021 to July 2024. From July 2019 to August 2021, Ms. Jiao served as the general counsel of Future VIPKID Limited. Ms. Jiao served as a vice president and the head of the legal department of JD.com, Inc. (NASDAQ: JD; HKEX: 9618) from June 2014 to April 2019. Prior to that, she was a lawyer at JunHe LLP from June 2005 to May 2014. Ms. Jiao received her bachelor of laws and master of laws in 2002 and 2005, respectively, from Peking University.\n\n*Mr. Eric Xiaohuan Chen*has served as our director since November 2019 and has been redesignated as our independent director since 2024. Mr. Chen has also served as a director in AuGroup (SHENZHEN) Cross-Border Business Co., Ltd. (HKEX: 02519) since November 2023. Mr. Chen is currently a partner at Twin Peaks Capital. Prior to co-founding Twin Peaks Capital, Mr. Chen served as the managing director and head of business and financial services at FountainVest Partners, where he worked from 2008 to 2021. Before joining FountainVest Partners, Mr. Chen worked in the investment banking department of Lehman Brothers and Citigroup since 2006. From 2004 to 2006, Mr. Chen worked at Micron Technology. Mr. Chen received his bachelor’s degree in electrical engineering from National University of Singapore in 2004 and his EMBA degree from China Europe International Business School in 2018.\n\n*Mr. Gang Xiao*has served as our independent director since September 2018. Mr. Xiao served as the general manager of Zhongcai Financial Holding Investment Ltd. from its inception to September 2022. Prior to that, Mr. Xiao worked at China Financial & Economic Publishing House Accounting Branch as an editor from August 2006 to December 2010, during which he served as a deputy county mayor of Suichuan County of Jiangxi Province from December 2007 to December 2008. Prior to that, Mr. Xiao worked at the then Tianjin Government Procurement Center, which was later merged into Tianjin Public Resource Exchange Center in December 2019, from March 2000 to February 2004. Mr. Xiao received his bachelor’s degree in electronic data processing accounting from Dongbei University of Finance and Economics, his master’s degree in Chinese literature from Yanbian University and his doctoral degree in public finance from Dongbei University of Finance and Economics in 1999, 2003 and 2008, respectively.\n\n147\n\n[Table of Contents](#TOC)\n\n*Mr. Andrew Y Yan*has served as our independent director since July 2019. Mr. Yan is the founding managing partner of SAIF Partners since 2001. Prior to that, he was a managing director and head of the Hong Kong office of Emerging Markets Partnership, the management company of AIG Asian Infrastructure Funds. Currently, Mr. Yan is also an independent non-executive director of Petrochina Company Ltd (Shanghai Stock Exchange: 601857 and HKEX: 00857) and East Buy Holding Ltd (HKEX: 1797), an independent director of ATA Creativity Global (NASDAQ: AACG) and Guoyuan Securities Co., Ltd (Shenzhen Stock Exchange: 000728), and chairman and director of Sinovac Biotech Ltd (NASDAQ: SVA). He is also a member of the Investment Committee of Peking University Education Foundation and the vice chairman of the Asset Management Association of China. In addition, Mr. Yan previously served as a director of Shenzhen Appotronics Corporation Ltd. (STAR Market of the Shanghai Stock Exchange: 688007), an independent non-executive director of China Southern Airlines Company Limited (HKEX: 1055; Shanghai Stock Exchange: 600029) and China Resources Land (HKEX: 1109). Mr. Yan received a master of Arts degree from Princeton University in 1989, and a bachelor’s degree in engineering from the Nanjing University of Aeronautics and Astronautics, formerly known as Nanjing Aeronautic Institute, in 1982.\n\n*Mr. Xiangge Liu*has served as our independent director since August 2024. Mr. Liu has served as a senior advisor of Homaer Capital since 2022. Prior to that, he served as a managing director at RRJ Capital from 2011 to 2021. He was a senior risk management executive at CITIC International Asset Management from 2010 to 2011, and a managing director at Dingyi Capital from 2008 to 2010. From 2007 to 2008, he served as a director at Societe Generale Corporate & Investment Banking. Mr. Liu’s career experience also includes various positions at financial institutions and corporations such as Deutsche Bank, Mizuho Banking Group and General Electric. Mr. Liu is currently an independent director of A SPAC III Acquisition Corp. (NASDAQ: ASPC) and the chairman and chief executive officer of Best SPAC Acquisition Corp I &II (NASDAQ: BSAAU). Mr. Liu received a bachelor’s degree in English from Beijing Foreign Studies University in 1989 and an MBA degree from Boston University in 1999.\n\n*Mr. Yan Zheng*has served as our chief risk officer since July 2020. Prior to that, Mr. Zheng served as our vice president from February 2017. Mr. Zheng has 13 years of experience in consumer finance risk management. Before joining us, Mr. Zheng co-founded Shenzhen Samoyed Internet Finance Service Co. Ltd. in May 2015, and was in charge of its product risk management. Prior to that, Mr. Zheng worked at the risk division of Merchants Union Consumer Finance Company Limited from April to May 2015, and the risk management department at the headquarters of China Merchants Bank (Shanghai Stock Exchange: 600036) from November 2014 to April 2015. Prior to that, Mr. Zheng worked at the risk management department of the Credit Card Center of China Merchants Bank from July 2008 to October 2014, primarily responsible for the credit policies of corporate businesses and credit limits. Mr. Zheng received his bachelor’s degree in quantitative economics (Chinese-foreign) from Shanghai University of Finance and Economics in 2008.\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, for certain acts of the executive officer, such as continued failure to satisfactorily perform his or her duties, willful misconduct or gross negligence in the performance of his or her duties, conviction or entry of a guilty or nolo contendere plea for any felony or any misdemeanor involving moral turpitude, or dishonest acts to our detriment. We may also terminate an executive officer’s employment without cause upon 30 days’ advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as may be agreed between the executive officers and us. The executive officer may resign at any time with 30 days’ advance written notice.\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 rights, 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\n148\n\n[Table of Contents](#TOC)\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; (iii) seek, directly or indirectly, to solicit the services of, or hire or engage, any person who is known to be employed or engaged by us; or (iv) otherwise interfere with our business.\n\nWe have also entered into indemnification agreements with each of our directors. Under these agreements, we agree to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of our company.\n\nB.          Compensation\n\nFor the fiscal year ended December 31, 2025, we paid an aggregate of approximately RMB18.9 million (US$2.7 million) in cash to our directors and executive officers. Our PRC subsidiaries 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. Other than the above-mentioned statutory contributions mandated by applicable PRC laws and regulations, we have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.\n\n2018 Share Incentive Plan\n\nWe adopted the 2018 Share Incentive Plan in May 2018 and amended it in November 2019. Under the amended plan, the maximum aggregate number of ordinary shares that may be issued pursuant to all awards under the 2018 Share Incentive Plan is 25,336,096 ordinary shares. As of February 28, 2026, class A ordinary shares underlying options that have been granted and are outstanding under the 2018 Share Incentive Plan totaled 1,047,024, excluding awards that were forfeited or canceled after the relevant grant dates.\n\nThe following paragraphs summarize the terms of the 2018 Share Incentive Plan.\n\nTypes of awards.   The 2018 Share Incentive Plan permits the awards of options, restricted shares and restricted share units or other rights or benefits.\n\nPlan administration.   The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2018 Share Incentive Plan and any award agreement.\n\nAward agreement**.**  Awards granted under the 2018 Share Incentive Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.\n\nExercise price.   The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights.\n\nEligibility.    We may grant awards to our employees, consultants, and all members of our board of directors.\n\nTerm of the awards.    The term of each share award granted under the 2018 Share Incentive Plan may not exceed ten years after the date of grant.\n\nVesting schedule.    In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.\n\nTransfer restrictions.    Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.\n\n149\n\n[Table of Contents](#TOC)\n\nTermination.    The plan shall terminate in May 2028, provided that our board of directors may terminate the plan at any time and for any reason.\n\n**2019 Share Incentive Plan**\n\nWe adopted the 2019 Share Incentive Plan in November 2019 and amended it in August 2020 to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. Under the amended plan, the maximum aggregate number of ordinary shares that may be issued pursuant to all awards under the 2019 Share Incentive Plan is 17,547,567 ordinary shares, and an annual increase on the first day of each of the four consecutive fiscal years of the company commencing with the fiscal year beginning January 1, 2021, by (i) an amount equal to 1.0% of the total number of the then issued and outstanding shares or (ii) such fewer number of class A ordinary shares as may be determined by our board of directors. As of February 28, 2026, options and restricted share units representing 7,808,778 class A ordinary shares have been granted and are outstanding under the 2019 Share Incentive Plan, as amended, excluding awards that were forfeited or canceled after the relevant grant dates.\n\nThe following paragraphs summarize the terms of the 2019 Share Incentive Plan.\n\nTypes of awards.   The 2019 Share Incentive Plan permits the awards of options, restricted shares and restricted share units or other rights or benefits.\n\nPlan administration.   The board of directors or a committee designated by the board of directors acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the 2019 Share Incentive Plan and any award agreement.\n\nAward agreement**.**   Awards granted under the 2019 Share Incentive Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.\n\nExercise price.    The exercise price of an award will be determined by the plan administrator. In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights.\n\nEligibility.   We may grant awards to our employees, consultants, and all members of our board of directors.\n\nTerm of the awards.   The term of each share award granted under the 2019 Share Incentive Plan may not exceed ten years after the date of grant.\n\nVesting schedule.    In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.\n\nTransfer restrictions.    Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.\n\nTermination.    The plan shall terminate in November 2029, provided that our board of directors may terminate the plan at any time and for any reason.\n\n150\n\n[Table of Contents](#TOC)\n\nThe following table summarizes, as of February 28, 2026, the awards granted under the 2018 Share Incentive Plan and 2019 Share Incentive Plan to several of our existing directors and executive officers, 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 Shares**\n\n**  ​ ​ ​**\n\n**Exercise Price**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**Underlying Awards**\n\n​\n\n**(US$/Share)**\n\n​\n\n**Date of Grant**\n\n​\n\n**Date of Expiration**\n\nHaisheng Wu\n\n​\n\n3,766,862\n\n \n\n0.00001\n\n \n\nMay 20, 2018\n\n​\n\nMay 19, 2028\n\n​\n\n​\n\n*\n\n \n\n—\n\n \n\nFebruary 20, 2020\n\n​\n\nFebruary 19, 2030\n\n​\n\n​\n\n3,520,000\n\n \n\n0.00001\n\n \n\nNovember 20, 2020\n\n​\n\nNovember 19, 2030\n\n​\n\n​\n\n3,085,000\n\n​\n\n0.00001\n\n​\n\nNovember 20, 2024\n\n​\n\nNovember 19, 2034\n\n​\n\n​\n\n*\n\n \n\n0.00001\n\n \n\nMay 20, 2025\n\n​\n\nMay 19, 2035\n\nYan Zheng\n\n​\n\n*\n\n​\n\n0.00001\n\n​\n\nMay 20, 2018\n\n​\n\nMay 19, 2028\n\n​\n\n​\n\n*\n\n​\n\n0.00001\n\n​\n\nNovember 20, 2020\n\n​\n\nNovember 19, 2030\n\n​\n\n​\n\n*\n\n​\n\n0.00001\n\n​\n\nNovember 20, 2024\n\n​\n\nNovember 19, 2034\n\n​\n\n​\n\n*\n\n​\n\n0.00001\n\n​\n\nMay 20, 2025\n\n​\n\nMay 19, 2035\n\nAlex Xu\n\n \n\n*\n\n \n\n—\n\n \n\nNovember 20, 2019\n\n​\n\nNovember 19, 2029\n\n​\n\n​\n\n*\n\n​\n\n—\n\n​\n\nNovember 20, 2021\n\n​\n\nNovember 19, 2031\n\n​\n\n​\n\n*\n\n​\n\n0.00001\n\n​\n\nNovember 20, 2024\n\n​\n\nNovember 19, 2034\n\n​\n\n​\n\n*\n\n​\n\n0.00001\n\n​\n\nMay 20, 2025\n\n​\n\nMay 19, 2035\n\n*\n\nLess than one percent of our total outstanding shares.\n\nAs of February 28, 2026, other employees as a group held outstanding options and restricted share units representing 3,765,168 class A ordinary shares of our company under the 2018 Share Incentive Plan and 2019 Share Incentive Plan.\n\nC.          Board Practices\n\nOur board of directors consists of nine 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 transaction or proposed contract or transaction with the company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to Nasdaq Stock Market Rules, the Hong Kong Listing Rules and disqualification by the chairman of the relevant meeting of the directors, a director may vote in respect of 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 the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. The directors may exercise all the powers of the company to raise or borrow money and 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, and 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 have a service contract with us that provides for benefits upon termination of service.\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 Gang Xiao, Andrew Y Yan and Xiangge Liu. Gang Xiao is the chairman of our audit committee. We have determined that Gang Xiao, Andrew Y Yan and Xiangge Liu satisfy the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Exchange Act. We have determined that Gang Xiao qualifies as an “audit committee financial expert.” 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\n●reviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n151\n\n[Table of Contents](#TOC)\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 Fan Zhao, Haisheng Wu and Eric Xiaohuan Chen. Fan Zhao is the chairman of our compensation committee. We have determined that each of Fan Zhao and Eric Xiaohuan Chen satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. 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 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 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 Fan Zhao, Eric Xiaohuan Chen and Jiao Jiao. Fan Zhao is the chairperson of our nominating and corporate governance committee. We have determined that each of Fan Zhao, Eric Xiaohuan Chen and Jiao Jiao satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. 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 to the board 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; and\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 making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.\n\n152\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 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 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. Our 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 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 and extraordinary 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\nTerms of Directors and Officers\n\nOur officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office, unless expressly specified in a written agreement between the company and the director or otherwise, and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board. A director will be removed from office automatically if, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found 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 the board of directors, is absent from meetings of the board of directors for three consecutive meetings and the board of directors resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of the company’s memorandum and articles of association.\n\n**D.           Employees**\n\nWe had 3,121 employees as of December 31, 2023, 3,527 employees as of December 31, 2024 and 3,557 employees as of December 31, 2025. The following table sets forth the number of our employees categorized by function as of December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of December 31, 2025**\n\n**Function:**\n\n \n\n​\n\nGeneral and administrative\n\n \n\n247\n\nOperations\n\n \n\n1,404\n\nProducts\n\n \n\n163\n\nResearch and development\n\n \n\n964\n\nRisk management\n\n \n\n312\n\nSales and marketing\n\n \n\n467\n\n**Total**\n\n** **\n\n**3,557**\n\n​\n\nAs of December 31, 2025, we had 1,179 employees in Shanghai, 424 employees in Beijing, 330 employees in Shenzhen and the rest in other cities and special administrative region in China and other countries.\n\n153\n\n[Table of Contents](#TOC)\n\nAs required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments, including housing funds, pension, medical insurance and unemployment insurance. 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 enter into standard confidentiality and employment agreements with our employees. The 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 typically two years after the termination of his or her employment. In consideration of our employees’ non-compete covenant, we pay compensation to our employees at a rate of not less than 20% of the average monthly compensation of the 12 months prior to the termination of their employment, provided that, to the extent our rate becomes lower than the minimum standard required by the local government, we will pay in accordance with such standard.\n\nWe believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. Our employees are not covered by any collective bargaining agreement.\n\nE.          Share Ownership\n\nExcept as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2026 by:\n\n●each of our directors and executive officers; and\n\n●each of our principal shareholders who beneficially own 5% or more of our total outstanding shares.\n\nIn 2023, we unwound our dual-class shareholding structure and all the issued shares of our company (including the class B ordinary shares with super-voting rights) were redesignated and reclassified into class A ordinary shares which entitle holders to one vote for each share.\n\nThe calculations in the table below are based on 243,503,768 class A ordinary shares as of February 28, 2026 (excluding 2,661,700 class A ordinary shares that were issued to our depositary bank and reserved for future grants under our share incentive plans). No class B ordinary shares were issued and outstanding as of February 28, 2026. As a result, no shareholder had different voting rights from other shareholders.\n\n​\n\n154\n\n[Table of Contents](#TOC)\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 and voting power of that person, we have included shares that the person has the right to acquire within 60 days, 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**Ordinary Shares Beneficially Owned**\n\n​\n\n​\n\n​\n\n**Total ordinary**\n\n​\n\n**Percentage of total**\n\n​\n\n​\n\n  ​ ​ ​\n\n**shares**\n\n  ​ ​ ​\n\n**ordinary shares**\n\n​\n\n**Directors and Executive Officers:***\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\nFan Zhao\n\n​\n\n—\n\n​\n\n—\n\n​\n\nHaisheng Wu(1)\n\n​\n\n716,090\n\n \n\n0.3\n\n%\n\nAlex Xu(2)\n\n​\n\n77,776\n\n \n\n0.0\n\n%\n\nDan Zhao\n\n​\n\n—\n\n \n\n—\n\n​\n\nJiao Jiao\n\n​\n\n—\n\n \n\n—\n\n \n\nGang Xiao\n\n​\n\n—\n\n​\n\n—\n\n​\n\nAndrew Y Yan(3)\n\n​\n\n1,314,250\n\n \n\n0.5\n\n%\n\nEric Xiaohuan Chen(4)\n\n​\n\n218,000\n\n \n\n0.1\n\n%\n\nXiangge Liu\n\n​\n\n—\n\n \n\n—\n\n \n\nYan Zheng(5)\n\n​\n\n447,440\n\n \n\n0.2\n\n%\n\n**All Directors and Executive Officers as a Group Principal Shareholders**\n\n​\n\n**2,773,556**\n\n** **\n\n**1.1**\n\n**%**\n\nAerovane Company Limited (6)\n\n​\n\n46,520,952\n\n​\n\n19.1\n\n%\n\nAspex Management (7)\n\n​\n\n12,845,020\n\n​\n\n5.3\n\n%\n\nNotes:\n\n*\n\nExcept as indicated otherwise below, the business address of our directors and executive officers is Building 1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People’s Republic of China.\n\n(1)Represents (i) 30,974 class A ordinary shares in the form of ADSs held by Holy Vanguard Limited, a British Virgin Islands company wholly owned by a trust established for the benefit of Mr. Haisheng Wu and his family, to which Mr. Wu is also the settlor, and (ii) 685,116 class A ordinary shares issuable to Mr. Haisheng Wu upon exercise of share options within 60 days after February 28, 2026.\n\n(2)Represents 77,776 class A ordinary shares in the form of ADSs held by Mr. Alex Xu.\n\n(3)Represents (i) 1,313,400 class A ordinary shares in the form of ADSs held by Morning Star Resources Ltd, and (ii) 850 class A ordinary shares held by Morning Star Resources Ltd. Morning Star Resources Ltd is a British Virgin Islands company wholly owned by Mr. Andrew Y Yan.\n\n(4)Represents (i) 30,000 class A ordinary shares in the form of ADSs held by Mr. Eric Xiaohuan Chen as of February 28, 2026, and (ii) 188,000 class A ordinary shares issuable to TPC Compounder Master Fund upon exercise of call options within 60 days after February 28, 2026. Mr. Chen is a co-founder and partner at Twin Peaks Capital Limited, which is the fund manager of TPC Compounder Master Fund. Additionally, pursuant to the Form 3 filed by Mr. Chen on March 18, 2026, Mr. Chen also indirectly held certain short positions in put options through TPC Compounder Master Fund, representing the obligations to buy 60,000 ADSs. Mr. Chen disclaimed the economic benefit attributable to these ADSs underlying the call options and put options except to the extent of his pecuniary interest pursuant to the Form 3. According to the Form 4 subsequently filed by Mr. Chen on March 31, 2026, Mr. Chen indirectly held a total of 500,000 class A ordinary shares in the form of ADSs through TPC Compounder Master Fund, in addition to his direct holding of 30,000 class A ordinary shares in the form of ADSs. Mr. Chen disclaimed the economic benefit attributable to these ADSs except to the extent of his pecuniary interest pursuant to the Form 4. According to the Form 4, Mr. Chen did not hold any position in put options as of March 31, 2026.\n\n(5)Represents (i) 114,000 class A ordinary shares in the form of ADSs held by Mr. Yan Zheng, and (ii) 333,440 class A ordinary shares issuable to Mr. Yan Zheng upon exercise of share options within 60 days after February 28, 2026.\n\n​\n\n155\n\n[Table of Contents](#TOC)\n\n(6)Represents 39,820,586 class A ordinary shares and 6,700,366 class A ordinary shares in the form of ADSs that are directly held by Aerovane Company Limited, a British Virgin Islands company, which is, in turn, wholly owned by Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou, children of Mr. Hongyi Zhou. In December 2025, Mr. Hongyi Zhou and his children, Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou, entered into a termination letter, pursuant to which the agreement among them that entitled Mr. Hongyi Zhou to shared voting and dispositive power together with his children relating to the class A ordinary shares (including in the form of ADSs) held by Aerovane Company Limited has been terminated. As such, Mr. Hongyi Zhou ceased to be deemed to beneficially own any class A ordinary shares (including in the form of ADSs) held directly by Aerovane Company Limited. The registered address of Aerovane Company Limited is Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands. The above information is based on the Schedule 13D/A jointly filed by Aerovane Company Limited, Henry Zhiheng Zhou, Risa Ruoshan Zhou and Hongyi Zhou on December 5, 2025. The percentage of total ordinary shares for Aerovane Company Limited is calculated based on the number of our total outstanding shares as of February 28, 2026 and assumes Aerovane Company Limited’s shareholding does not change since December 5, 2025.\n\n(7)Represents 12,845,020 class A ordinary shares in the form of ADSs beneficially owned by Aspex Management (HK) Ltd, a Hong Kong company, Aspex Master Fund, a Cayman Islands company, and Li, Ho Kei, a Hong Kong citizen (collectively, “Aspex Management”). The number of class A ordinary shares is as reported in a Form 13F filed by Aspex Management (HK) Ltd on February 13, 2026, and other information above is based on the Schedule 13G/A jointly filed by Aspex Management (HK) Ltd, Aspex Master Fund and Li, Ho Kei on March 4, 2024. The percentage of total ordinary shares for Aspex Management is calculated based on the number of our total outstanding shares as of February 28, 2026 and assumes Aspex Management’s shareholding does not change since December 31, 2025.\n\nTo our knowledge, as of February 28, 2026, 240,154,844 of our class A ordinary shares were held by one record holder in the United States, which is the depositary of our ADS program. Such class A ordinary shares included shares issued for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans and the class A ordinary shares held in our Hong Kong register of members. 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. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\n**Enforceability of Civil Liabilities**\n\nOur business operations are primarily conducted in mainland China, and substantially all of our assets are located in mainland China. A majority of our directors and executive officers reside within China for a significant portion of the time and most of them are PRC nationals as of the date of this annual report. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.\n\nWe have been informed by Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and the courts of the Cayman Islands and that the courts of the Cayman Islands are unlikely (i) to recognize and enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (ii) in original actions brought in the Cayman Islands to impose liabilities against us or our directors or officers that are predicated upon the civil liability provisions of federal securities laws of the United States or the securities laws of any state in the United States so far as the liabilities imposed by those provisions are penal in nature.\n\nWe have also been advised by our Cayman Islands legal counsel that, notwithstanding the above, a final and conclusive judgment obtained in U.S. federal or state courts under which a definite sum of money is payable as compensatory damages and not in respect of laws that are penal in nature (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a government authority, or in respect of a fine or penalty or multiple or punitive damages) will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that:\n\n●the court that gave the judgment was competent to hear the action in accordance with private international law principles as applied by the courts in the Cayman Islands and the parties subject to such judgment either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process;\n\n156\n\n[Table of Contents](#TOC)\n\n●the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations;\n\n●the judgment was final and conclusive and for a liquidated sum;\n\n●the judgment was not obtained by fraud; and\n\n●the judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy in the Cayman Islands.\n\nOur PRC legal counsel, Commerce & Finance Law Offices, has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. The courts of mainland China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws and regulations based either on treaties between mainland China and the country where the judgment is made or on principles of reciprocity between jurisdictions. Mainland China does not have any treaties or other forms of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the courts of mainland China will review and determine the applicability of the reciprocity principle on a case-by-case basis. In addition, according to the PRC Civil Procedures Law, the courts of mainland China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in mainland China for disputes if they can establish sufficient nexus to mainland China for a court of mainland China to have jurisdiction and meet other procedural requirements. It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection with mainland China for a court of mainland China to have the jurisdiction required under the PRC Civil Procedures Law.\n\nFurthermore, the United States and Hong Kong do not have a bilateral treaty or multilateral convention in force on reciprocal recognition and enforcement of judgments, and the statutory registration scheme for foreign judgments in Hong Kong does not extend to United States judgments. As a result, any United States judgment is enforceable in Hong Kong pursuant to the common law regime in Hong Kong for recognizing and enforcing foreign judgments, which provides that a foreign judgment is enforceable if the judgment (i) is final and conclusive on the merits, (ii) has been rendered by a court of competent jurisdiction, and (iii) is for a fixed sum of money, unless the relevant proceeding in the United States offends against natural justice, the judgment was obtained by fraud or the enforcement of the judgment is contrary to public policy.\n\n**F.****          ****Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation**\n\nNot applicable.\n\n​\n\n157\n\n[Table of Contents](#TOC)"}