{"url_path":"/sec/ymt/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":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1991605/0001213900-26-057895-index.html","accession_number":"0001213900-26-057895","cik":"0001991605","ticker":"YMT","issuer_name":"Yimutian Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1991605/0001213900-26-057895-index.html","primary_entity_key":"0001991605","primary_entity_name":"Yimutian Inc."},"word_count":7049,"has_tables":true,"body_markdown":"ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nA.DIRECTORS AND EXECUTIVE OFFICERS\n\nThe following table sets\nforth information regarding our directors and executive officers as of the date of this annual report.\n\n**Directors and Executive Officers**\n\n**Age**\n\n**Position/Title**\n\nJinhong Deng\n\n41\n\nFounder, Chairman of the Board and Chief Executive Officer\n\nMin Liu\n\n49\n\nDirector and Senior Vice President\n\nShijie Chen\n\n39\n\nDirector and Chief Financial Officer\n\nZhijia Liu\n\n49\n\nDirector\n\nMi Zhou\n\n41\n\nDirector\n\nYu Zhang\n\n47\n\nDirector\n\nXinghong Hua\n\n57\n\nIndependent Director\n\nXiaowei Wang\n\n53\n\nIndependent Director\n\nXu Deng\n\n38\n\nGeneral Manager of Yimutian Business\n\n*Mr. Jinhong Deng *founded\nour Company in 2011 and has served as our chairman and chief executive officer since our inception. Mr. Deng started his career\nat Baidu in 2006 where he worked in the marketing department and served as a product manager. In 2009, Mr. Deng founded Yi Cun Wang\n(易村网), a digital platform for comparing market prices\nof agricultural products, and had served as its chief executive officer until 2010. Mr. Deng is the Industrial Entrepreneur of the\nYear awarded by the 2023 International Top 100 Future Agricultural Food Conference and the Pioneer of Digital Agriculture awarded by\nthe 2020 World Digital Agriculture Conference. He is also one of the Fortune China’s 40 Under 40 business elites in 2020, the 36Kr’s\n36 Under 36 brilliant entrepreneurs in 2020, and the top 10 entrepreneurs rewarded the For Good Awards on the 2022 China Forum of Social\nEnterprise and Investment of Impact. Mr. Deng graduated from Beijing University of Posts and Telecommunications in 2007 with a bachelor’s\ndegree.\n\n*Mr. Min Liu *has\nserved as our director and senior vice president since March 2015. Mr. Liu was a lawyer specialized in intellectual property\nat Beijing Yonghe Law Firm from September 2004 to November 2006. From December 2006 to February 2015, he served at\nthe legal department of Baidu Group where he was a legal counsel and later became the director of legal department. Mr. Liu graduated\nfrom Nanjing University in 2004 with a master of laws degree, and he received a Ph.D. degree in law from Peking University in 2014.\n\n*Mr. Shijie Chen *has\nserved as our chief financial officer since May 2019. Before joining us, Mr. Chen was a consulting manager at Moody’s\nInvestor Services from March 2010 to April 2014. He later joined Lan Ju Investment Group where he was a project partner from\nJune 2014 to April 2016. Mr. Chen had served as a senior investment director at Xiaomi Group from August 2016 to\nDecember 2018. Mr. Chen graduated from Beijing Second Foreign Language School in 2008 with a bachelor’s degree. He received\na master’s degree from Claremont Graduate University in 2010.\n\n*Mr. Zhijia Liu *has\nserved as our director since 2018. Mr. Liu served the director at Beijing Economic Information Center from 1997 to 2013. Mr. Liu\nfirst joined us in 2013 and served as the marketing manager until 2015. Mr. Liu later joined Dachuwang, an affiliate of our company,\nin 2015 and served as the marketing manager until 2016. Mr. Liu later founded Meichu Tianxia Network Technology Co., Limited in\n2016 and served as the general manager until 2017. In 2018, Mr. Liu re-joined us as the manager of the innovation division.\nMr. Liu received an associate degree from Capital Normal University in 1997. He graduated from the University of International Business\nand Economics with a bachelor’s degree in 2002.\n\n*Mr. Mi Zhou *is\nour co-founder and has served as our director since 2018. Mr. Zhou was a software engineer at Baidu Online Network Technology\nCo., Ltd. from July 2007 to December 2009. After that, he served as a senior technology manager in the technology division\nat Dangdang.com until he co-founded our company in March 2012. Mr. Zhou graduated from Beijing University of Posts and\nTelecommunications in July 2007 with a bachelor’s degree in information security.\n\n*Mr. Yu Zhang* has served as our director since 2018. He has\nserved as a vice president of Yiguo and the general manager of Shanghai ExFresh Logistics Technology Co., Ltd. since 2015. Mr. Zhang\nobtained his bachelor’s degree in industrial foreign trade from East China University of Science and Technology in 2000.\n\n116\n\n*Mr. Xinghong Hua *has\nserved as our independent director since August 2025. Mr. Hua was a manager at the department of overseas branch management of the\nheadquarter of Bank of China from 1994 to 1996. He had served as a project manager at the department of government relations of ARCO\nin Washington D.C., United States from 1997 to 1998. He later became a senior manager at Pace Global Energy Services from 1998 to\n2004. In 2004, Mr. Hua joined Alcoa Inc. as an Asia-Pacific vice president until 2008. From 2008 to 2020, Mr. Hua was\nthe greater China president and a managing director at Cerberus Capital Management LP. He served as a managing director at Lone\nStar Funds from 2020 to 2021. Mr. Hua has been the co-founder and chief executive officer of Zan Investment Advisory Limited\nin Hong Kong since 2022. Mr. Hua received his bachelor’s degree in 1991 and master’s degree in 1994 from Peking\nUniversity School of International Relations. He also received a master’s degree in international economics, energy and environment\nfrom the Johns Hopkins University in 1998.\n\n*Ms. Xiaowei Wang *has\nserved as our independent director since August 2025. From 2000 to 2006, Ms. Wang served as a human resource director at China Dot Com\nGroup. She became a human resource director at Motorola Mobile Technology (China) Limited in 2008. From 2013 to 2015, Ms. Wang was a\nhuman resource vice president at 99Bill Group. She later served as a human resource vice president at Xiaomi Group from 2016 to 2019.\nShe has been a human resource vice president at Hello Group Inc (Nasdaq: MOMO) since 2019. Ms. Wang received a bachelor’s degree\nof economics from Jinnan University, Guangzhou in 1995 and a master’s degree of finance from the Chinese Academy of Social Science\nin 1998. She also received an EMBA degree from Cheung Kong Graduate School of Business in 2005.\n\n*Mr. Xu Deng *has\nserved as the general manager of Yimutian business since March 2021. Previously, Mr. Deng started his career in NetEase Media\nTechnology (Beijing) Co., Ltd., a subsidiary of NetEase (Nasdaq: NETS; HKEx: 9999), in July 2011 and later became a product vice\ndirector. In August 2016, Mr. Deng joined Yixia.com where he served as the general manager of the Yizhibo App business. Mr. Deng\njointed Douyu (Nasdaq: DOYU) in November 2018 as the head of R&D division. In October 2019, Mr. Deng served as a director\nof the business division of new car at Golden Guazi Technology Development Co., Ltd., a subsidiary of Chehaoduo Group. Mr. Deng\ngraduated from the Beijing University of Science and Technology in 2009 with a bachelor’s degree in industrial design. He also\nreceived a master’s degree from Beijing University of Technology in 2011.\n\nB.COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS\n\nFor the year ended December 31,\n2025, we paid an aggregate of RMB5.8 million (US$0.8 million) in cash to our directors and executive officers. We have not set aside\nor accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRC subsidiaries\nare required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance,\nmedical insurance, unemployment insurance and other statutory benefits and a housing provident fund.\n\nEmployment Agreements\nand Indemnification Agreements\n\nWe have entered into employment\nagreements with each of our executive officers. Under these agreements, each of our executive officers is employed for an initial specified\nterm, which is automatically extended for successive periods unless either party gives 60 days’ advance written notice of non-renewal.\nWe may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer,\nsuch as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment,\nor misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon\na 60-day advance written notice. In such case of termination by us, the executive officer will receive compensation and benefits\nduring the notice period, and any additional severance as may be agreed, subject to the executive officer signing a customary release\nof claims. The executive officer may resign at any time with a 60 days’ advance written notice.\n\nEach executive officer has\nagreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use,\nexcept as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our\nconfidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the\nconfidential or proprietary information of any third-party received by us and for which we have confidential obligations. The executive\nofficers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce\nto practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist\nus in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.\n\n117\n\nIn addition, each executive\nofficer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment\nand typically for two years and one year following the last date of employment, respectively. Specifically, each executive officer has\nagreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive\nofficer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm\nour business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors,\nor engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek\ndirectly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s\ntermination, or in the year preceding such termination, without our express consent.\n\nWe have also entered into\nindemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors\nand executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of\ntheir being a director or officer of our company.\n\nShare Incentive Plans\n\n2015 Share Incentive\nPlan\n\nIn December 2015, our\nboard of directors approved and adopted the 2015 share incentive plan, or the 2015 Plan, to attract and retain the best available\npersonnel, provide additional incentives to employees, directors and consultants, and promote the success of our business. The maximum\naggregate number of ordinary shares that may be issued under the 2015 Plan is 815,130,483, subject to further amendment. As of May 15, 2026, options to purchase a total of 623,090,850 ordinary shares have been granted under the 2015 Plan, excluding awards\nthat were forfeited or cancelled after the relevant grant dates.\n\nThe following paragraphs\nsummarize the principal terms of the 2015 Plan.\n\n*Type of Awards.*The\n2015 Plan permits the award of options.\n\n*Plan Administration.*The\n2015 Plan is administered by our board of directors. Our board of directors may also establish a committee to administer the 2015 Plan.\n\n*Award Agreement.*Awards\ngranted under the 2015 are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award, which\nmay include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates,\nand our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n*Eligibility.*We\nmay grant awards to our employees, directors and consultants.\n\n*Vesting Schedule.*In\ngeneral, our board of directors determines the vesting schedule, which is specified in the relevant award agreement. Typically, options\ngranted to employees are subject to a four-year vesting schedule, with 25% of the granted options to vest on the first anniversary\nof the vesting commencement date, and the remaining 75% of the granted options to equally vest (i) every month, (ii) every\nquarter, or (iii) every six months over the next three years, depending on the terms of the notice of awards.\n\n*Exercise of Awards.*The\nexercise price, as applicable, and expiration date for each award are stated in the relevant award agreement. However, the maximum exercisable\nterm is ten years from the date of grant unless extended by our board of directors. The option holders may only exercise their vested\noptions after 90 days following the completion of an initial public offering or a sale of all or substantially all assets or equity\ninterests of the Company, subject to compliance of applicable requirements under laws and regulations in mainland China.\n\n*Transfer Restrictions.*Awards\nmay not be transferred in any manner by the participant other than in accordance with the exceptions provided in the 2015 Plan or the\nrelevant award agreement or otherwise determined by our board of directors or the committee established by our board of directors to\nadminister the 2015 Plan.\n\n118\n\n*Termination and Amendment\nof the Plan.*Unless terminated earlier, the 2015 Plan has a term of ten years from the date of its\neffectiveness. Our board of directors has the authority to amend and terminate the 2015 Plan, provided that material amendments to the\n2015 Plan, including but not limited to any increase in the authorized shares reserved for issuance under the 2015 Plan, require the\napproval of the shareholders according to the terms of the 2015 Plan. In May 2025, our board of directors approved an extension of the\n2015 Plan by another ten-year period. However, unless otherwise determined by our board of directors or the committee established\nby our board of directors to administer the 2015 Plan in good faith, no such action may adversely affect in any material way any award\npreviously issued pursuant to the 2015 Plan.\n\nThe following table summarizes,\nAs of May 15, 2026, the options granted to our directors and executive officers, excluding awards that were forfeited or cancelled after\nthe relevant grant dates:\n\nName\nOrdinary\n\nShares\n\nUnderlying\n\nOptions\n\nAwarded\nExercise\n\nPrice\n\n(US$/Share)\nDate of Grant\nDate of Expiration\n\nJinhong Deng\n10,711,847\n0.01\nDecember 6, 2016\nDecember 4, 2035\n\n4,179,903\n0.01\nSeptember 30, 2017\nDecember 4, 2035\n\n22,719,111\n0.01\nOctober 31, 2017\nDecember 4, 2035\n\n5,679,778\n0.01\nJanuary 10, 2018\nDecember 4, 2035\n\n29,874,034\n0.01\nMarch 1, 2018\nDecember 4, 2035\n\n3,100,000\n0.01\nMay 1, 2018\nDecember 4, 2035\n\n191,639,966\n0.01\nMay 23, 2019\nDecember 4, 2035\n\nMin Liu\n8,259,149\n0.01\nDecember 6, 2016\nDecember 4, 2035\n\n3,222,828\n0.01\nSeptember 30, 2017\nDecember 4, 2035\n\n10,512,876\n0.01\nOctober 31, 2017\nDecember 4, 2035\n\n2,628,219\n0.01\nJanuary 10, 2018\nDecember 4, 2035\n\n3,171,797\n0.01\nMarch 1, 2018\nDecember 4, 2035\n\nShijie Chen\n10,086,314\n0.01\nMay 27, 2019\nDecember 4, 2035\n\nZhijia Liu\n6,026,414\n0.01\nMarch 1, 2018\nDecember 4, 2035\n\n3,000\n0.01\nOctober 17, 2022\nDecember 4, 2035\n\nMi Zhou\n3,171,797\n0.01\nMarch 1, 2018\nDecember 4, 2035\n\nXu Deng\n9,987,000\n0.01\nSeptember 15, 2021\nDecember 4, 2035\n\n**All Directors and Executive Officers\nas a Group**** **\n** ****324,974,033**** **** **\n** **** **** **** **\n** **** **\n** **\n\nAs of the date of this annual\nreport, no restricted shares or restricted share units has been granted to our directors and executive officers.\n\nAs of February 28, 2026, our employees and other qualified individuals,\nother than members of directors and executive officers as a group, hold options to acquire a total of 298,116,817 ordinary shares\ngranted under the 2015 Plan.\n\n2025 Share Incentive\nPlan\n\nIn May 2025, our board of\ndirectors approved and adopted the 2025 share incentive plan, or the 2025 Plan, to attract and retain the best available personnel,\nprovide additional incentives to employees, directors and consultants, and promote the success of our business. The maximum aggregate\nnumber of ordinary shares that may be issued under the 2025 Plan is 178,075,362. As of the date of this report, a total of 6,362,000\nordinary shares granted under the 2025 Plan.\n\nThe following paragraphs describe the principal terms of the 2025 Share\nIncentive Plan.\n\n*Types of awards.* The\nplan permits the awards of options, restricted shares, and restricted share unit awards or other types of awards approved by our board\nof directors or a committee (the “Committee”) of the board.\n\n*Plan administration*. Our\nboard of directors or the Committee (the plan administrator) administer the plan. The board or the Committee determines, among other\nthings, the participants eligible to receive awards, the type or types of awards to be granted to each eligible participant, the number\nof awards to be granted to each eligible participant, and the terms and conditions of each award grant.\n\n*Award agreement*. Awards\nunder the plan are evidenced by an award agreement that set forth the terms, conditions and limitations for each award which may include\nthe term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority\nto unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.\n\n119\n\n*Eligibility*. We\nmay grant awards to our directors, consultants, and employees.\n\n*Vesting schedule*. In\ngeneral, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n*Exercise of awards*. The\nexercise price per share subject to an option is determined by the plan administrator and set forth in the award agreement which may\nbe a fixed price or a variable price related to the fair market value of the shares.\n\n*Transfer restrictions*. Awards\nmay not be transferred in any manner by the eligible participant other than in accordance with the limited exceptions provided in the\nplan, such as transfers to our company or a subsidiary of ours, transfers to the immediate family members of the participant by gift,\nthe designation of a beneficiary to receive benefits if the participant dies, permitted transfers or exercises on behalf of the participant\nby the participant’s duly authorized legal representative if the participant has suffered a disability, or, subject to the prior\napproval of the plan administrator or our executive officer or director authorized by the plan administrator, transfers to one or more\nnatural persons who are the participant’s family members or entities owned and controlled by the participant and/or the participant’s\nfamily members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are the participant and/or\nthe participant’s family members, or to such other persons or entities as may be expressly approved by the plan administrator,\npursuant to such conditions and procedures as the plan administrator may establish.\n\n*Termination and amendment\nof the 2025 Share Incentive Plan*. Unless terminated earlier, the 2025 Plan has a term of ten years. Our board\nof directors may terminate, amend or modify the plan, subject to the limitations of applicable laws. However, no termination, amendment,\nor modification of the plan may adversely affect in any material way any award previously granted pursuant to the plan without the prior\nwritten consent of the participant.\n\nC.BOARD PRACTICES\n\nBoard of Directors\n\nOur board of directors currently consists of eight directors. A director\nis not required to hold any shares in our company to qualify to serve as a director. The Listing Rules of Nasdaq generally require that\na majority of an issuer’s board of directors must consist of independent directors. However, the Listing Rules of Nasdaq permit\nforeign private issuers like us to follow “home country practice” in certain corporate governance matters. We rely on this\n“home country practice” exception and do not have a majority of independent directors serving on our board of directors.\n\nA director who is in any\nway, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature\nof his or her interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he or\nshe is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested\nin any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting\non a resolution in respect to a contract or transaction in which he/she has an interest, and after such general notice it shall not be\nnecessary to give special notice relating to any particular transaction. A director may vote in respect of any contract or proposed contract\nor arrangement notwithstanding that he/she may be interested therein and if he/she does so, his/her vote shall be counted and he/she\nmay be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered.\nOur board of directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property\nand uncalled capital, or any part thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or\nas security for any debt, liability or obligation of our company or of any third party. None of our directors has a service contract\nwith us that provides for benefits upon termination of service as a director.\n\nCommittees of the Board\nof Directors\n\nWe have established three\ncommittees under the board of directors: an audit committee; a compensation committee and a nominating and corporate governance committee.\nWe have adopted a charter for each of the three committees. Each committee’s members and functions are described below.\n\n120\n\n*Audit Committee.*Our audit committee consists of Mr. Xinghong Hua and Ms. Xiaowei\nWang. Mr. Xinghong Hua is the chairman of our audit committee. We have determined that Mr. Xinghong Hua and Ms. Xiaowei Wang\nsatisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq and Rule 10A-3 under\nthe Exchange Act. We have determined that Mr. Xinghong Hua qualifies as an “audit committee financial expert.” The\naudit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The\naudit committee is responsible for, among other things:\n\n●appointing\nthe independent auditors and pre-approving all auditing and non-auditing services\npermitted to be performed by the independent auditors;\n\n●reviewing\nwith the independent auditors any audit problems or difficulties and management’s response;\n\n●discussing\nthe annual audited financial statements with management and the independent auditors;\n\n●reviewing\nthe adequacy and effectiveness of our accounting and internal control policies and procedures\nand any steps taken to monitor and control major financial risk exposures;\n\n●reviewing\nand approving all proposed related-party transactions;\n\n●meeting\nseparately and periodically with management and the independent auditors; and\n\n●monitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy\nand effectiveness of our procedures to ensure proper compliance.\n\n* *\n\n*Compensation\nCommittee*. Our compensation committee consists of Ms. Xiaowei Wang and Mr. Xinghong Hua. Ms. Xiaowei\nWang is the chairwoman of our compensation committee. We have determined that Ms. Xiaowei Wang and Mr. Xinghong Hua\nsatisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The\ncompensation committee assists the board in reviewing and approving the compensation structure, including all\nforms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at\nany committee meeting during which his compensation is deliberated. The compensation committee is responsible\nfor, among other things:\n\n●reviewing\nand approving, or recommending to the board for its approval, the compensation for our chief\nexecutive officer and other executive officers;\n\n●reviewing\nand recommending to the board for determination with respect to the compensation of our non-employee directors;\n\n●reviewing\nperiodically and approving any incentive compensation or equity plans, programs or similar\narrangements; and\n\n●selecting\na compensation consultant, legal counsel or other adviser only after taking into consideration\nall factors relevant to that person’s independence from management.\n\n* *\n\n*Nominating and\nCorporate Governance Committee.*Our nominating and corporate governance committee consists of Mr. Xinghong\nHua and Ms. Xiaowei Wang. Mr. Xinghong Hua is the chairman of our nominating and corporate governance committee. Mr. Xinghong\nHua and Ms. Xiaowei Wang satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq.\nThe nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors\nand in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for,\namong other things:\n\n●selecting\nand recommending to the board nominees for election by the shareholders or appointment by\nthe board;\n\n●reviewing\nannually with the board the current composition of the board with regard to characteristics\nsuch as independence, knowledge, skills, experience and diversity;\n\n●making\nrecommendations on the frequency and structure of board meetings and monitoring the functioning\nof the committees of the board; and\n\n●advising\nthe board periodically with regard to significant developments in the law and practice of\ncorporate governance as well as our compliance with applicable laws and regulations, and\nmaking recommendations to the board on all matters of corporate governance and on any remedial\naction to be taken.\n\n121\n\n** **\n\nDuties of Directors\n\nUnder Cayman Islands law,\nour 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\nconsider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors\nalso owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonable prudent person\nwould exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties\na greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth\ncourts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed\nin the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles\nof association, as amended and restated from time to time. Our company has the right to seek damages if a director breaches any duty\nwhich he or she owes to us. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty\nowed by our directors is breached. In accordance with our currently effective articles of association, the functions and powers\nof our board of directors include, among others, (i) convening shareholders’ annual general meetings and reporting its work\nto shareholders at such meetings, (ii) declaring dividends, (iii) appointing officers and determining their terms of offices\nand responsibilities, and (iv) approving the transfer of shares of our company, including the registering of such shares in our\nregister of members. In addition, in the event of a tie vote, the chairman of the meeting has, the right to cast a second or casting\nvote.\n\nTerms of Directors and\nOfficers\n\nOur directors may be appointed by an ordinary resolution of our shareholders.\nOur directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution\nof our shareholders (except with regard to the removal of the chairman of the board of directors, who may only be removed from office\nby special resolution of our shareholders). Our independent directors are subject to a fixed term of two years and their services\nmay be terminated earlier with advanced notice. A director will cease to be a director if, among other things, the director (i) resigns\nhis or her office by notice in writing to our company; (ii) becomes bankrupt or makes any arrangement or composition with his or her creditors\ngenerally; (iii) dies or is found to be or becomes of unsound mind; (iv) is prohibited by any applicable law or stock exchange rules\nfrom being a director; (v) without special leave of absence from the board, is absent from meetings of the board for three (3) consecutive\nmeetings and the board (excluding the absent director) resolves that his or her office be vacated; or (vi) is removed from office\npursuant to any other provision of our currently effective memorandum and articles of association.\n\nOur officers are elected\nby and serve at the discretion of our board of directors.\n\nD.EMPLOYEES\n\nEmployees\n\nWe had a total of 789, 657\nand 673 employees as of December 31, 2023, 2024 and 2025, respectively. All of our employees are based in mainland China. The following\ntable sets forth the numbers of our employees categorized by function as of December 31, 2025.\n\nFunction\nNumber of\n\nEmployees\nPercentage\n\nSelling and marketing\n537\n80.0%\n\nResearch and development\n50\n7.0%\n\nGeneral and administration\n42\n6.0%\n\nCustomer service and operation\n44\n7.0%\n\nTotal\n673\n100.0%\n\nOur success depends on our\nability to attract, retain and motivate qualified personnel. As part of our recruiting and retention strategy, we offer employees competitive\nsalaries, performance-based cash bonuses and certain other incentives.\n\nWe primarily recruit our\nemployees through recruitment agencies and online channels, including our corporate website and social network accounts. We have adopted\na training program, pursuant to which employees regularly receive trainings from management, technology, regulatory and other internal\nspeakers or external consultants.\n\n122\n\nAs required under the regulations\nof mainland China, we participate in housing fund and various employee social security plans that are organized by applicable local municipal\nand provincial governments, including housing, pension, medical, maternity, work-related injury and unemployment benefit plans,\nunder which we make contributions at specified percentages of the salaries of our employees. We also purchase commercial health and accidental\ninsurance for our employees. Bonuses are generally discretionary and based in part on employee performance and in part on the overall\nperformance of our business. We have granted and plan to continue to grant share-based incentive awards to our employees in the\nfuture to incentivize their contributions to our growth and development.\n\nAs of the date of this annual\nreport, we have not experienced any labor strikes or other material labor disputes that have affected our operations. We believe that\nwe have a good relationship with our employees.\n\nE.SHARE OWNERSHIP\n\nExcept as specifically noted, the following table sets forth information\nwith respect to the beneficial ownership of our ordinary shares on an as-converted basis as of February 28, 2026 by:\n\n●each\nof our directors and executive officers; and\n\n●each\nof our principal shareholders who beneficially own 5% or more of our total outstanding ordinary\nshares.\n\nThe calculations in the table\nbelow are based on 2,859,426,766 ordinary shares issued and outstanding as of\nFebruary 28, 2026, including 2,516,653,606 Class A ordinary shares\nand 342,773,160 Class B ordinary shares.\n\nBeneficial ownership is determined in accordance with the rules and\nregulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person,\nwe have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant\nor other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership\nof any other person.\n\n** **\n\n****\n\nOrdinary Shares Beneficially Owned\n\nDirectors and Executive Officers:*\nClass A\nOrdinary\nShares\nClass B\nOrdinary\nShares\nTotal\nOrdinary\nShares\n% of\n\nTotal\nOrdinary\nShares\n**% of Aggregate Voting Power†††**\n\nJinhong Deng(1)\n506,052,533\n342,773,160\n848,825,693\n26.52%\n75.79%\n\nMin Liu(2)\n27,794,869\n74,986,698\n102,781,567\n3.56%\n—\n\nShijie Chen(3)\n10,086,314\n—\n10,086,314\n0.35%\n0.11%\n\nZhijia Liu(4)\n6,028,739\n26,772,357\n32,801,096\n1.14%\n—\n\nMi Zhou(5)\n3,171,797\n9,846,370\n13,018,167\n0.45%\n—\n\nYu Zhang\n—\n—\n—\n—\n—\n\nXinghong Hua\n—\n—\n—\n—\n—\n\nXiaowei Wang\n—\n—\n—\n—\n—\n\nXu Deng(6)\n9,987,000\n—\n9,987,000\n0.35%\n0.11%\n\nAll directors and executive officers as a group\n526,125,847\n342,773,160\n868,899,007\n26.98%\n75.84%\n\nPrincipal Shareholders:\n\nYimutian Holdings Limited(1)\n44,245,706\n231,167,735\n275,413,441\n9.63%\n49.80%\n\nHSG(7)\n430,257,574\n—\n430,257,574\n15.05%\n4.59%\n\nWise Prime International Limited(8)\n255,491,541\n—\n255,491,541\n8.94%\n2.73%\n\nPassion Stream Investment Limited(9)\n207,632,859\n—\n207,632,859\n7.26%\n2.22%\n\nWin-Chain Agribusiness Holdings Limited(10)\n203,044,751\n—\n203,044,751\n7.10%\n2.17%\n\nCGC Moon Walk Limited(11)\n193,633,870\n—\n193,633,870\n6.77%\n2.07%\n\nBeijing Fengmu Enterprise Consulting Center (Limited Partnership)(12)\n404,876,247\n—\n404,876,247\n14.16%\n4.32%\n\n** **\n\nNotes:\n\n*Except as indicated otherwise below, the business address of\nour directors and executive officers is Building B-6, Block A, Zhongguancun Dongsheng Technology Campus, No. 66 Xixiaokou Road, Haidian\nDistrict, Beijing 100192, the People’s Republic of China.\n\n†For each person and group included in this column, percentage\nownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of\nshares outstanding and the number of shares such person or group has the right to acquire upon exercise of option, warrant or other right\nwithin 60 days after February 28, 2026.\n\n123\n\n†† According to our pre-listing memorandum and articles of association,\nas amended and restated from time to time, each ordinary share directly or indirectly held by Mr. Jinhong Deng, Mr. Min Liu, Mr. Bailin\nSong, Mr. Zhijia Liu and Mr. Mi Zhou (the “Founding Shareholders Group,” and such ordinary shares, collectively, the “Super\nVoting Shares”) is entitled to twenty votes per share. In general, the super voting rights attached to such Super Voting Shares\nshall terminate upon resignation of the members of the Founding Shareholders Group, among other conditions. Each share other than the\nSuper Voting Shares is entitled to one vote per share. As Mr. Bailin Song resigned as our senior vice president effective as of August\n2021, each ordinary share beneficially owned by Mr. Bailin Song is entitled to one vote per share. Pursuant to the powers of attorneys\nsigned in 2016 by each of the members of the Founding Shareholders Group other than Mr. Jinhong Deng, and each of Mr. Haiyan Gao and Mr.\nMing Gu who are beneficial owners of certain shares of our company, each of the foregoing individuals agreed to delegate Mr. Jinhong Deng\nto exercise the voting rights attached to the shares they beneficially own on their behalf in meetings of shareholders, unless doing so\nwould, among others, result in violation of law or the organizational documents of our company.\n\n†††For each person or group included in this column, percentage of total\nvoting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all\noutstanding shares of our Class A and Class B ordinary shares as a single class. Each holder of our Class B ordinary shares is entitled\nto twenty (20) votes per share. Each holder of our Class A ordinary shares is entitled to one vote per share. Our Class B ordinary shares\nare convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, while Class A ordinary shares are not convertible\ninto Class B ordinary shares under any circumstances.\n\n(1)The number of Class A ordinary shares beneficially owned by Mr. Deng includes (i) 44,245,706 Class A\nordinary shares held by Yimutian Holdings Limited, a British Virgin Island company wholly owned by Mr. Jinhong Deng, (ii)\n267,904,639 Class A ordinary shares that Mr. Deng has the right to acquire upon exercise of share options within 60 days of February\n28, 2026, (iii) an aggregate of 120,962,135 Class A ordinary shares beneficially owned by Mr. Bailin Song, Mr. Haiyan Gao and Mr.\nMing Gu, and (iv) an aggregate of 72,940,053 Class A ordinary shares beneficially owned by Mr. Min Liu, Mr. Bailin Song, Mr. Zhijia\nLiu and Mr. Mi Zhou that they have the right to acquire upon exercise of share options within 60 days of February 28, 2026. The number of\nClass B ordinary shares beneficially owned by Mr. Deng includes (i) 231,167,735 Class B ordinary shares held by Yimutian Holdings\nLimited and (ii) an aggregate of 111,605,425 Class B ordinary shares beneficially owned by Mr. Min Liu, Mr. Zhijia Liu and Mr. Mi\nZhou. Pursuant to the powers of attorneys signed in 2016 by each of the foregoing individuals other than Mr. Deng, Mr. Deng has the\nright to exercise the voting rights attached to the shares they beneficially own on their behalf in meetings of shareholders, unless\ndoing so would, among others, result in violation of law or the organizational documents of our company. The registered office of\nYimutian Holdings Limited is Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin\nIslands.\n\n(2)Represents (i) 74,986,698 Class B ordinary shares held by YMT Tech\nHoldings Limited, a British Virgin Island company wholly owned by Mr. Min Liu and (ii) 27,794,869 Class A ordinary shares that Mr. Min\nLiu has the right to acquire upon exercise of share options within 60 days of February 28, 2026. The registered office of YMT Tech Holdings\nLimited is Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(3)Represents 10,086,314 Class A ordinary shares that Mr. Shijie\nChen has the right to acquire upon exercise of share options within 60 days of February 28, 2026.\n\n(4)Represents (i) 26,772,357 Class B ordinary shares held by YMT 360 Holdings\nLimited, a British Virgin Island company wholly owned by Mr. Zhijia Liu, and (ii) 6,028,739 Class A ordinary shares that Mr. Zhijia Liu\nhas the right to acquire upon exercise of share options within 60 days of February 28, 2026. The registered office of YMT 360 Holdings\nLimited is Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(5)Represents (i) 9,846,370 Class B ordinary shares held by YMT Innovation\nHoldings Limited, a British Virgin Island company wholly owned by Mr. Mi Zhou and (ii) 3,171,797 Class A ordinary shares that Mr. Mi Zhou\nhas the right to acquire upon exercise of share options within 60 days of February 28, 2026. The registered office of YMT Innovation Holdings\nLimited Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(6)Represents 9,987,000 Class A ordinary shares that Mr. Xu Deng\nhas the right to acquire upon exercise of share options within 60 days of February 28, 2026.\n\n(7)Represents 430,257,574 Class A ordinary shares\nheld by HSG CV IV Holdco, Ltd., or HSG, an exempted company with limited liability incorporated\nunder the laws of the Cayman Islands. The sole shareholder of HSG CV IV Holdco, Ltd. is HSG\nCV IV Senior Holdco, Ltd., which is wholly owned by HongShan Capital Venture Fund IV, L.P.\nThe general partner of HongShan Capital Venture Fund IV, L.P. is HSG Venture IV Management,\nL.P., whose general partner is HSG Holding Limited. HSG Holding Limited is wholly owned by\nSNP China Enterprises Limited, which in turn is wholly owned by Neil Nanpeng Shen. The registered\naddress of HSG CV IV Holdco, Ltd. is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman\nIslands.\n\n124\n\n(8)Represents 255,491,541 Class A ordinary shares\nheld by Wise Prime International Limited, a company incorporated in British Virgin Island.\nWise Prime International Co., Limited is wholly owned by Prime Agrifood Investment Limited,\nwhich is wholly owned by Jiefang Ji. The registered office of Wise Prime International Limited\nis the offices of OVERSEAS MANAGEMENT COMPANY TRUST (B.V.I.) LTD., OMC Chambers, PO Box 3152,\nRoad Town, Tortola, British Virgin Islands.\n\n(9)Represents 207,632,859 Class A ordinary shares\nheld by Passion Stream Investment Limited, a company incorporated in Cayman Island. Passion\nStream Investment Limited is wholly owned by 19 Growth Capital Fund. The general partner\nof 19 Growth Capital Fund is John Buckley. The registered office of Passion Stream Investment\nLimited is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.\n\n(10)Represents 203,044,751 Class A ordinary shares held by Win-Chain Agribusiness\nHoldings Limited, a company incorporated in Hong Kong, which is wholly owned by Shanghai ExFresh Supply Chain Management Co., Limited,\na wholly owned subsidiary of XiGuo Partnership. Shanghai Yuxia Corporate Consulting Center (Limited Partnership) is a limited partner\nof XiGuo Partnership holding 37.63% partnership share in XiGuo Partnership. The general partner of Shanghai Yuxia Corporate Consulting\nCenter (Limited Partnership) is Yidongli (Shanghai) information Consulting Co., Limited, which is wholly owned by Yu Zhang and his wife\nJiefang Ji, collectively. The registered office of Win-Chain Agribusiness Holdings Limited is RM 1907, 19/F Lee Garden One, 33 Hysan Avenue,\nCauseway Bay, Hong Kong.\n\n(11)Represents 193,633,870 Class A ordinary shares\nheld by CGC Moon Walk Limited, a limited liability company incorporated in Hong Kong. CGC\nMoon Walk Limited is wholly owned by CGC Asia Growth Fund III, L.P., a limited partnership\nincorporated in Hong Kong. The general partner of CGC Asia Growth Fund III, L.P. is CGC International\nGroup Limited. CGC International Group Limited is wholly owned by CGC Evergreen Limited.\nCGC Evergreen Limited is wholly owned by Dafei Chen. The registered address of CGC Moon Walk\nLimited is Suite 1113A, 11/F Ocean Ctr, Harbour City, 5 Canton Rd Tst Kln, Hong Kong.\n\n(12)Represents 404,876,247 Class A ordinary\nshares held by Beijing Fengmu Enterprise Consulting Center (Limited Partnership), a limited\npartnership incorporated in People’s Republic of China. The general partner of Beijing\nFengmu Enterprise Consulting Center (Limited Partnership) is Shanghai Yunfeng Equity Investment\nManagement Center (Limited Partnership). The general partner of Shanghai Yunfeng Equity Investment\nManagement Center (Limited Partnership) is Shanghai Yunfeng Enterprise Management Co., Ltd,\nwhich is controlled by Xuedong Yu. The registered address of Beijing Fengmu Enterprise Consulting\nCenter (Limited Partnership) is 01-3239, 1F, Building 413, Jingzhou Garden, Beijing, People’s\nRepublic of China.\n\nTo our knowledge, as of February\n28, 2026, a total of 956,429,050 Class A ordinary shares are held by one record holder in the United States—JPMorgan Chase Bank,\nN.A., the depositary of our ADS program. None of our shareholders has informed us that it is affiliated with a member of Financial Industry\nRegulatory Authority, or FINRA.\n\nWe are not aware of any arrangement\nthat may, at a subsequent date, result in a change of control of our company.\n\nF.DISCLOSURE OF A REGISTRANT’S ACTION\nTO RECOVER ERRONEOUSLY AWARDED COMPENSATION\n\nNot applicable.\n\n125"}