China Index Holdings Limited
Annual Report 2020

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-F(Mark One)◻REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR ⌧ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR◻SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934Date of event requiring this shell company report: For the transition period from to Commission file number: 001-38917China Index Holdings Limited(Exact name of Registrant as specified in its charter)N/A(Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)Tower A, No. 20 Guogongzhuang Middle StreetFengtai District, Beijing 100070People’s Republic of China(Address of principal executive offices)Lili Chen, Deputy Chief Financial OfficerTelephone: +86-10-5631 9106Tower A, No. 20 Guogongzhuang Middle StreetFengtai District, Beijing 100070People’s Republic of China(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act.Title of each class Trading Symbol(s) Name of each exchange on which registeredAmerican depositary shares (each representingone share) CIH The NASDAQ Global Select MarketClass A ordinary shares, par value of US$0.001per share* The NASDAQ Global Select Market* Not for trading, but only in connection with the listing on the NASDAQ Global Select Market of American depositary sharesSecurities registered or to be registered pursuant to Section 12(g) of the Act.None(Title of Class)Table of ContentsSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None(Title of Class)Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:Class A ordinary shares, par value US$0.001 each 66,411,428Class B ordinary shares, par value US$0.001 each 23,636,706Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. Yes ◻ No ⌧Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 fromtheir obligations under those Sections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past90 days. Yes ⌧ No ◻Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ◻Accelerated filer ☒Non-accelerated filer ☐Emerging growth company ⌧If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ◻†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. ☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP ⌧ International Financial Reporting Standards asissued by the International Accounting StandardsBoard ◻ Other ◻If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item17 ◻ Item 18 ◻If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ◻ No ◻Table of ContentsiTABLE OF CONTENTSPageINTRODUCTION1FORWARD-LOOKING STATEMENTS3PART I6ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM 3.KEY INFORMATION6ITEM 4.INFORMATION ON THE COMPANY51ITEM 4A.UNRESOLVED STAFF COMMENTS75ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS75ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES91ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS99ITEM 8.FINANCIAL INFORMATION105ITEM 9.THE OFFER AND LISTING106ITEM 10.ADDITIONAL INFORMATION106ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK112ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES113PART II116ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES116ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS116ITEM 15.CONTROLS AND PROCEDURES116ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT117ITEM 16B.CODE OF ETHICS117ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES117ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES118ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS118ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT118ITEM 16G.CORPORATE GOVERNANCE118ITEM 16H.MINE SAFETY DISCLOSURE118ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS118PART III119ITEM 17.FINANCIAL STATEMENTS119ITEM 18.FINANCIAL STATEMENTS119ITEM 19.EXHIBITS119SIGNATURES123Table of Contents1INTRODUCTIONExcept where the context otherwise requires and for purposes of this annual report on Form 20-F only:●“ADRs” refers to the American depositary receipts that evidence our ADSs;●“ADSs” refers to our American depositary shares, each of which represents one Class A ordinary share;●“Beijing Zhong Zhi Hong Yuan” refers to Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd.;●“China” or “PRC” or “Chinese” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, theHong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan;●“Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.001 per share;●“Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.001 per share;●“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;●“Fang” refers to Fang Holdings Limited, a company listed on the New York Stock Exchange under the ticker symbol “SFUN,”which was our parent company and sole shareholder before the separation and distribution on June 11, 2019;●“Fang Class A ordinary shares” refers to the Class A ordinary shares issued by Fang, par value HK$1.00 per share;●“Fang Class B ordinary shares” refers to the Class B ordinary shares issued by Fang, par value HK$1.00 per share;●“Fang ordinary shares” refers to Fang Class A ordinary shares and Fang Class B ordinary shares, collectively;●“Hong Kong dollars” or “HK$” refers to the legal currency of the Hong Kong Special Administrative Region;●“RMB” or “Renminbi” refers to the legal currency of China;●“SEC” refers to the U.S. Securities and Exchange Commission;●“Securities Act” refers to the Securities Act of 1933, as amended;●“shares” or “ordinary shares” refers to our Class A ordinary shares and Class B ordinary shares;●“U.S. dollars” or “US$” refers to the legal currency of the United States of America;●“VIEs” refers to Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd., Shouzheng Credit Rating Co., Ltd. andBeijing Zhong Zhi Information Technology Academy;●“we,” “us,” “our company,” “our,” or “CIH” refers to China Index Holdings Limited (formerly known as Selovo InvestmentsLimited) and its subsidiaries and, in the context of describing our operations and consolidated financial information, also include ourVIEs; and●“WFOE” or “Beijing Zhong Zhi Shi Zheng” refers to Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., ourwholly-owned subsidiary established under the laws of the PRC.Table of Contents2Names of certain companies provided in this annual report are translated or transliterated from their original Chinese legal names.Discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.This annual report on Form 20-F includes our audited combined and consolidated financial statements for the 2018, 2019 and 2020fiscal years.This annual report contains translations of certain Renminbi amounts into U.S. dollars at specified rates. Unless otherwise stated, thetranslation of Renminbi into U.S. dollars has been made at RMB6.5250 to US$1.00, the noon buying rate in effect on December 31, 2020 as setforth in the H.10 Statistical Release of the Federal Reserve Board. We make no representation that any Renminbi or U.S. dollar amounts could havebeen, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.Table of Contents3FORWARD-LOOKING STATEMENTSThis annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,Section 21E of the Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995, asamended, including with regard to our future operating results and conditions, our prospects and our future financial performance and condition.These statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance orachievements to be materially different from any future results, performance or achievements expressed or implied by such forward-lookingstatements. All statements other than statements of historical fact in this annual report constitute forward-looking statements. We have used wordsor phrases such as “may,” “would,” “will,” “expect,” “anticipate,” “intend,” “seek,” “estimate,” “plan,” “believe,” “is/are likely to” or other similarexpressions in this annual report to identify some of these forward-looking statements. These forward-looking statements, including, among others,those relating to our future business prospects, product development, revenues, profits, costs, capital expenditures, cash flows and working capital,are necessarily estimates reflecting the best judgment of directors and management. As a consequence, these forward-looking statements should beconsidered in light of various important factors, including those set forth in this annual report.Actual results may differ materially from information contained in the forward-looking statements as a result of a number of uncertaintiesand factors, including but not limited to:●any change in the laws, rules and regulations of the central and local governments in China and the rules, regulations and policies ofthe relevant government authorities relating to all aspects of our business;●general economic, market and business conditions in China;●macroeconomic policies of the PRC government;●changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices;●the effects of competition in the real estate industry on the demand for and price of our services;●the length and severity of the COVID-19 pandemic and its impact on our business and industry;●various business opportunities that we may pursue; and●the risk factors discussed in this annual report as well as other factors and uncertainties beyond our control.You should read this annual report and the documents that we refer to in this annual report thoroughly and with the understanding that ouractual future results may be materially different from and worse than what we expect. Moreover, we operate in an evolving environment. New riskfactors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can weassess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differmaterially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionarystatements.You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise.Table of Contents4Risk Factors SummaryInvesting in our securities involves a number of risks. These summary risks provide an overview of many of the risks we are exposed to inthe normal course of our business. As a result, the following summary risks do not contain all of the information that may be important to you, andyou should read them together with the more detailed discussion of risks that affect our business disclosed in “Item 3. Key Information—D. RiskFactors.”Risks Relating to Our Business and Industry●If our clients reduce or cancel their subscription or marketing spending with us and we are unable to attract new clients, our results ofoperations would be harmed.●If we are not able to obtain and maintain comprehensive, accurate or reliable data, our reputation could be damaged and we couldexperience reduced demand for our services.●We may not be able to successfully introduce new or upgraded services or combine or shift focus from services with less demand, whichcould decrease our revenues and profitability.●We may be subject to legal liability for collecting, displaying or distributing information.●Our upgrades and improvements to our data systems may not be successful or may fall short of expected results.●Failure to maintain or enhance client trust in the information or analysis provided by us could damage our reputation, reduce or slow thegrowth of our user traffic, which could harm our business, financial condition and results of operations.●We may be unable to increase awareness of our brand, which could materially and adversely affect our business.●Our business, financial condition and results of operations may be adversely affected by the COVID-19 pandemic.●Our business depends in part on real estate developers as our clients, and a consolidation in the real estate industry in China may causeour revenues to decline and reduce our profitability.●Our business depends on retaining and attracting highly capable research, management and operating personnel. Failure to attract andretain qualified talents could jeopardize our competitive position.●If we are unable to successfully market our data-driven service offerings to our clients, they could choose not to use those services, whichcould reduce our revenues or increase our expenses.●We may be involved in legal and other disputes from time to time arising out of our operations, in particular for allegations relating toinfringement of intellectual property rights of third parties.●If we do not invest in technology innovation and provide services that are attractive to our clients, our business could be adverselyaffected.●Any failure to compete effectively in the real estate Internet services market in China would have a material adverse effect on ourbusiness, financial condition and results of operations.●If we fail to obtain or keep licenses, permits or approvals applicable to the various online real estate services provided by us, we mayincur significant financial penalties and other government sanctions.●Technical problems or disruptions that affect either our clients’ ability to access our services, or the software, internal applications,database and network systems underlying our services, could damage our reputation and brands and lead to reduced demand for ourservices, lower revenues and increased costs.Table of Contents5●If we fail to achieve and maintain an effective system of internal control over financial reporting, we may be unable to accurately reportour financial results or prevent fraud, which could result in harm to our business, loss of investor confidence in our financial reporting anda lower trading price of our ADSs.●A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business, results ofoperations and financial condition.Risks Relating to Doing Business in China●Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our businessand operations.●Uncertainties with respect to the PRC legal system could adversely affect us.●The PRC government's significant oversight and discretion over our business operation could result in a material adverse change in ouroperations and the value of our ADSs.●We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements wemay have, and any limitation on the ability of our PRC subsidiaries to make payments to us and any tax we are required to pay could havea material and adverse effect on our ability to conduct our business.●PRC regulations on loans to PRC entities by offshore holding companies may affect our ability to capitalize or otherwise fund our PRCoperations.Risks Relating to the Separation from Fang and Our Relationship with Fang●We have a limited operating history as an independent company upon which you can evaluate us.●Potential indemnification liabilities owing to Fang pursuant to the separation and distribution agreement could materially and adverselyaffect our business, financial condition and results of operations.●Fang’s creditors may seek to hold us liable for certain of its obligations.MARKET AND INDUSTRY DATAThis annual report contains statistical data and estimates that we obtained from internal surveys, market research, publicly availableinformation and industry publications. These industry publications and reports generally indicate that the information contained therein wasobtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Similarly, internal surveysand market research, while believed to be reliable, have not been independently verified, and we make no representation as to the accuracy of suchinformation.Table of Contents6PART IChina Index Holdings Limited is a Cayman Islands holding company with operations primarily conducted by our directly owned subsidiaries andto a lesser extent through contractual arrangements with our variable interest entities based in China. Our variable interest entities include BeijingZhong Zhi Hong Yuan, Shouzheng Credit Rating Co., Ltd. and Beijing Zhong Zhi Information Technology Academy, which we refer tocollectively as “our VIEs” or “the VIEs” in this annual report. We rely on contractual arrangements among our PRC subsidiaries, our VIEs andtheir respective nominee shareholders to control the business operations of our VIEs. Investors in our ADSs thus do not directly hold equityinterests in our operating entities in China but instead are holding equity interests in a Cayman Islands holding company. As used in this annualreport, “we,” “us,” “our company”, “our” or “CIH” refers to China Index Holdings Limited, a Cayman Islands exempted company, its subsidiariesand, in the context of describing our operations and consolidated financial information, also include our VIEs. Our VIEs made insignificantcontributions to our revenues in the years ended December 31, 2018, 2019 and 2020 and currently have minimal operations.We face various legal and operational risks and uncertainties associated with being based in or having our operations primarily in China and thecomplex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offerings conducted overseasby and foreign investment in China-based issuers, the use of our VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and dataprivacy, as well as the lack of PCAOB inspection on our auditor, which may impact our ability to conduct certain businesses, accept foreigninvestments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and thevalue of our ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause the value of suchsecurities to significantly decline. For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. RiskFactors—Risks Relating to Doing Business in China.”Our corporate structure is subject to risks associated with our contractual arrangements with our VIEs. Investors may never directly hold equityinterests in our VIEs. If the PRC government finds that the agreements that establish the structure for operating our business do not comply withPRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties, forced torelinquish our interests in those operations or required to restructure our ownership structure or operations, including terminating the contractualarrangements with the VIEs or deregistering the equity pledge of the VIEs, which in turn would affect our ability to consolidate, derive economicinterests from, or exert effective control over the VIEs and thus have an adverse effect on our operations and result in the value of the securitiesdiminishing. Our holding company, our PRC subsidiaries, our VIEs, and investors of our company face uncertainty about potential future actionsby the PRC government that could affect the enforceability of the contractual arrangements with our VIEs and, consequently, significantly affectthe financial performance of our VIEs and our company as a whole. For a detailed description of the risks associated with our corporate structure,please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.”ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3. KEY INFORMATIONInvestments in our ADSs involves significant risks. See “Item 3. Key Information—D. Risk Factors” for detailed discussions of these risks. Inparticular, we face the below risks and uncertainties related to our corporate structure and related to doing business in China:Table of Contents7●We are a Cayman Islands holding company with no equity ownership in our VIEs and we conduct our operations in China primarilythrough our PRC subsidiaries and to a lesser extent our VIEs, with which we have maintained contractual arrangements. Investors in ourADSs thus are not directly holding equity interest in our operating entities in China but instead are holding equity interest in a CaymanIslands holding company. If the PRC government finds that the agreements that establish the structure for operating our business do notcomply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severepenalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, our VIEs, and investorsof our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of thecontractual arrangements with our VIEs and, consequently, significantly affect the financial performance of our VIEs and our company asa whole;●Our auditor is currently not subject to inspections by the PCAOB. Our ADSs may be delisted under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect or fully investigate auditors who are located in China, as it has not been and iscurrently unable to do. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value ofyour investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors with the benefits of suchinspections;●PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by,and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offersecurities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantlydecline. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRCgovernment’s significant oversight and discretion over our business operation could result in a material adverse change in our operationsand the value of our ADSs;” and●Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws andquickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties withrespect to the PRC legal system could adversely affect us.”Our Holding Company StructureChina Index Holdings Limited is a holding company with no material operations of its own. We conduct our operations primarily through directlyowned subsidiaries and to a lesser extent through our VIEs. Investors in our ADSs are not directly holding equity interest in our operating entitiesin China but instead are holding equity interest in a holding company incorporated in the Cayman Islands. For a diagram of our main corporate andoperating structure as of the date of this annual report, see “Item 4. Information on the Company—C. Organizational Structure”.Table of Contents8Cash Flows through Our OrganizationChina Index Holdings Limited is a holding company with no material operations of its own. We conduct our operations primarily through oursubsidiaries and to a lesser extent our VIEs in China. As a result, China Index Holdings Limited’s ability to pay dividends depends upon dividendspaid by our subsidiaries and cash payments from our VIEs in China. If our existing PRC subsidiaries or VIEs or any newly formed ones incur anydebt on their own behalf in the future, the instruments governing their debts may restrict their ability to pay dividends or make cash payments to us.In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, asdetermined in accordance with PRC accounting standards and regulations. Under PRC laws, our wholly foreign-owned subsidiaries in China arerequired to set aside at least 10% of its after-tax profits each year, if any, to fund certain general reserve funds until such reserve funds reach 50% ofits registered capital. In addition, each of our subsidiaries and VIEs in China are required to set aside at least 10% of its after-tax profits each year,if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. Our subsidiaries and VIEs in China mayallocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutoryreserve funds and the discretionary funds are not distributable as cash dividends. For the years ended December 31, 2018, 2019 and 2020, no profitappropriation to statutory surplus fund or to other reserve funds was made for our entities incorporated in the PRC. Remittance of dividends by awholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. For the years ended December 31, 2018,2019 and 2020, our PRC subsidiaries did not pay any dividends. In September and November 2021, our PRC subsidiaries paid a total ofapproximately RMB620 million of dividends to China Index Holdings Limited mainly to fulfill our payment obligations under the settlement deedsin relation to the convertible notes issued by Fang. For details of the convertible notes and settlement deeds, see “Item 5. Operating and FinancialReview and Prospects—B. Liquidity and Capital Resources.”Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and to our VIEs only through loans,subject to satisfaction of applicable government registration and approval requirements. For risks relating to the fund flows of our operations inChina, see “Item 3. Key Information— D. Risk Factors—Risks Relating to Doing Business in China— We may rely on dividends and otherdistributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability ofour PRC subsidiaries to make payments to us and any tax we are required to pay could have a material and adverse effect on our ability to conductour business.”In the years ended December 31, 2018, 2019 and 2020, China Index Holdings Limited did not extend any loan to our intermediate holdingcompanies or subsidiaries, and our VIEs received RMB1.5 million, nil and RMB5 million as capital or investment, respectively, in the sameperiods. China Index Holdings Limited has not declared or paid any cash dividends, nor has any present plan to pay any dividends on our ordinaryshares or ADSs in the foreseeable future. See “Item 8. Financial Information—A. Combined and Consolidated Statements and Other FinancialInformation—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10.Additional Information—E. Taxation.”A. Selected Financial DataWe have derived our selected combined and consolidated statements of operations data (other than US$ data) for the years endedDecember 31, 2018, 2019 and 2020, and selected consolidated balance sheet data (other than US$ data) as of December 31, 2019 and 2020 fromour audited combined and consolidated financial statements included elsewhere in this annual report. Our selected combined statement ofoperations data for each of the years ended December 31, 2016 and 2017 and our selected combined balance sheet data as of December 31, 2017and 2018 have been derived from our audited combined financial statements not included in this annual report. Our financial statements have beenand presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP.Table of Contents9You should read the following information in conjunction with our audited combined and consolidated financial statements and relatednotes and “Item 5. Operating and Financial Review and Prospects” in this annual report. Our historical operating results presented below are notnecessarily indicative of the results to be expected for any future fiscal period.Year Ended December 31,20162017201820192020 RMB RMB RMB RMB RMB US$(in thousands, except for share and per share data)Selected Combined and Consolidated Statements of Operations Data(1)Revenues 275,296 335,037 421,024 579,650 635,910 97,459Information and analytics services 121,005 157,358 206,201 268,548 303,352 46,491Marketplace services 154,291 177,679 214,823 311,102 332,558 50,968Cost of revenues (66,226) (83,118) (87,733) (110,492) (105,528) (16,173)Gross profit 209,070 251,919 333,291 469,158 530,382 81,286Operating expensesSelling and marketing expenses (47,507) (60,469) (77,731) (99,020) (112,414) (17,228)General and administrative expenses (31,662) (47,252) (66,993) (77,773) (85,700) (13,134)Bad debt expense — — — (4,842) (559,445) (85,741)Operating income (loss) 129,901 144,198 188,567 287,523 (227,177) (34,817)Interest income 40 1,828 664 2,200 1,625 249Change in fair value of the warrants — — — (1,152) 1,359 208Investment income — 2,129 4,842 714 9,294 1,424Government grants 1,650 868 1,395 903 5,997 919Interest expenses (2,108) — — — — —Income (loss) before income taxes 129,483 149,023 195,468 290,188 (208,902) (32,017)Income tax expense (18,453) (20,870) (30,048) (44,737) (109,454) (16,775)Net income (loss) 111,030 128,153 165,420 245,451 (318,356) (48,792)Less: net loss attributable to noncontrolling interest holders — — — — (304) (47)Net income (loss) attributable to China Index Holdings Limited 111,030 — — — (318,052) (48,745) Earnings (loss) per share for Class A and Class B ordinary shares Basic — 1.43 1.85 2.74 (3.54) (0.54)Diluted — 1.43 1.85 2.74 (3.54) (0.54)Weighted average number of Class A and Class B ordinary shares and ordinary shares equivalents outstanding: Basic — 89,399,642 89,399,642 89,515,153 89,842,465 89,842,465Diluted — 89,399,642 89,399,642 89,545,710 89,842,465 89,842,465Notes:(1)We have adopted the new revenue recognition standards, ASC 606, effective January 1, 2018, which relate to the change in the presentation ofvalue-added tax from gross basis to net basis.Table of Contents10(2)We have early adopted ASC Topic 842 Leases, as of January 1, 2019, using a modified retrospective method for leases that exist at, or areentered into after, January 1, 2019, and have not recast the comparative years presented in the combined and consolidated financial statements.As of December 31,2017201820192020 RMB RMB RMB RMB US$Selected Combined and Consolidated Balance Sheets Data Total current assets 239,852 182,399 372,705 707,353 108,408Cash and cash equivalents 231,188 164,202 214,076 280,355 42,967Short-term investments —— 125,000 391,671 60,027Accounts receivable, net of allowance for doubtful accounts 8,295 15,534 24,243 29,680 4,549Prepaid expenses and other current assets 369 693 4,566 2,557 391Amounts due from related parties-current — 1,970 4,820 3,090 474Total assets 244,927 186,331 425,173 757,337 116,068Total liabilities 218,929 258,626 404,191 1,043,484 159,923Total shareholders’ equity (deficit) 25,998 (72,295) 20,982 (286,147) (43,855)Total liabilities and shareholders’ equity (deficit) 244,927 186,331 425,173 757,337 116,068B. Capitalization and IndebtednessNot applicable.C. Reasons for the Offer and Use of ProceedsNot applicable.D. Risk FactorsRisks Relating to Our Business and IndustryIf our clients reduce or cancel their subscription or marketing spending with us and we are unable to attract new clients, our results ofoperations would be harmed.We depend on the services sold to real estate developers, financial institutions, property managers and owners and other real estateparticipants in China to generate our revenues. In order to increase our revenues, we must continue to attract new clients, continue to keep our highclient retention rate and continue to sell new services to our existing clients. Our ability to attract and retain our clients, and ultimately to generaterevenues, depends on, among others, our ability to provide the clients with comprehensive, accurate and reliable data and analytic tools, as well asthe ability to provide effective promotion services to promote the brand recognition of our clients. Furthermore, market conditions, clients’ decisionto forego our services or to use alternative services, clients’ pricing and budgetary constraints, consolidation in the real estate and/or financialservices industries, technical problems, or competitive pressures may adversely impact our ability to attract and retain clients. We may not succeedin retaining existing clients if we are unable to convince our clients of the effectiveness of our services as compared to alternatives. We typicallyenter into contracts with our clients on a project-by-project or annual basis, and as the term of our existing contracts expires, we may not besuccessful in renewing these contracts. If current clients reduce or end their subscription or marketing spending with us and we are unable to attractnew clients, our business, results of operations and financial condition could be materially and adversely affected.Table of Contents11If we are not able to obtain and maintain comprehensive, accurate or reliable data, our reputation could be damaged and we could experiencereduced demand for our services.Our success depends on our clients’ confidence in the comprehensiveness, accuracy and reliability of the data and analysis we provide,which is the foundation of the business we operate, such as information and analytics services as well as our promotion services. However, the taskof establishing and maintaining accurate and reliable data and analysis is challenging, especially in light of comprehensive coverage of ourdatabase and the limited access to, or availability of, reliable data from third-party vendors or government sources. We also need to update ourdatabase frequently to reflect new real estate developments and expand our geographical coverage. The usefulness of our analytics services largelydepends on the reliability of the data we employ in our analysis as well as the relative weight we assign to different data points that factor in ouranalytical model.To provide our clients with comprehensive, accurate and reliable data, we must continue to collect reliable data by ourselves or throughthird-party vendors or government authorities and verify the data we collect. To the extent that the data provided by such sources are outdated,inaccurate or incomplete, the information or analysis provided by us may not accurately reflect the current conditions and future movements in thereal estate industry or fair appraisal or rating of underlying assets.We rely on our in-house research team to collect and verify data, and we intend to continue to invest resources in expanding database. Weface fierce competition for qualified personnel in a limited pool of high-quality talents. Our competitors include well-capitalized companies that arecapable of offering compensation packages more attractive to talents. If we are not able to compete effectively for talents or attract and retain toptalents at reasonable costs, our research capabilities would be negatively impacted. Any deterioration in our in-house research capability, inabilityto attract creative talents at reasonable costs or losses in personnel may materially and adversely affect our business and operating results. We alsoprocure data from third-party vendors and through collaboration with Fang and other platforms. If they fail to generate quality data satisfactory toour demands from third-party vendors or provide services upon terms commercially acceptable to us, or if any of our collaborations with thirdparties break up, we may be unable to provide high-quality information service offerings to our clients. If our database, including the data weobtain from third-party vendors or government authorities, or our analytical results, are not current, accurate, comprehensive or reliable, ourreputation could be damaged and we could experience reduced demand for our services or face legal claims brought by our clients, which couldmaterially and adversely affect our business, results of operations and financial condition.Table of Contents12We may not be able to successfully introduce new or upgraded services or combine or shift focus from services with less demand, which coulddecrease our revenues and profitability.Our future business and financial success will depend on our ability to continue to anticipate the needs of existing and prospective clientsand introduce new and upgraded services. To be successful, we must adapt to changes in the industry, as well as rapid technological changes bycontinually enhancing our services. Developing new services and upgrades to services, as well as integrating and coordinating current services,imposes heavy burdens on our managerial and technological capabilities. The processes are costly, and our efforts to develop, integrate andenhance our services may not be successful. In addition, successfully launching and selling a new or upgraded service puts pressure on our salesand marketing resources. We launched our services through new media platforms, such as WeChat and Weibo, and implemented extensivemarketing campaigns to generate brand awareness and site traffic for our services through such new media platforms. The launch of our servicesthrough new media platforms or the marketing campaign may not continue to increase brand awareness, site traffic or revenues. If we areunsuccessful in obtaining greater market share, we may not be able to offset the expenses associated with the launch and marketing campaign,which could have a material adverse effect on our financial performance.If we are unable to develop new or upgraded services or combine, shift focus from, or phase out a service that overlaps or is redundantwith other services we offer, then our clients may choose a competitive service over ours and our revenues may decline and our profitability may bereduced. In addition, if we incur significant costs in developing new or upgraded services or combining and coordinating existing services, if weare not successful in marketing and selling these new services or upgrades, or if our clients fail to accept these new or combined and coordinatedservices, there could be a material adverse effect on our results of operations due to a decrease of our revenues and profitability.We ceased to provide listing services from January 2021 due to the change in our business development strategies. See “Item 4.Information on the Company—B. Business Overview—Our Services—Marketplace Services—China Index Listing.” Listing services accountedfor 6.0%, 11.5% and 4.8% of our revenues for the years ended December 31, 2018, 2019 and 2020, respectively. Our management intends tothoroughly focus our efforts on information and analytics services and promotion services. If we are not successful in shifting our focus, we maynot earn enough revenues to offset the impact of the cessation of our listing services business, and our growth, business prospects, revenues andresults of operations could be materially and adversely affected.We may be subject to legal liability for collecting, displaying or distributing information.The content in our database is collected from various sources and distributed to our clients. As a result, we may be subject to claims forbreach of contract, unfair competition or copyright or trademark infringement or other claims. We could also be subject to claims based upon thecontent that is accessible from our website through links to other websites or in our database that is supplied by third parties. We could also besubject to claims that the collection or provision of certain information breached laws and regulations relating to privacy and data protection. Evenif these claims do not result in liability to us, we could incur significant costs in investigating and defending against any claims and we could besubject to negative publicity that may affect our reputation in the marketplace. Our potential liability for information distributed by us to otherscould require us to implement measures to reduce our exposure to such liability, which may require us to expend substantial resources and limit theattractiveness of our information and analytics, promotion services and listing services to clients.Our upgrades and improvements to our data systems may not be successful or may fall short of expected results.The development and expansion of our information and analytics services and promotion services relies on our data systems. We need toupgrade and improve our real estate data systems to provide new features and functionalities based on the demand of our clients, such as a widercoverage on geographical market and industry subsectors, as well as smarter presentation of relevant information to facilitate our clients’ decision-making. However, we cannot assure you that we will be successful in executing these system upgrades and improvement strategies. In particular,our systems may experience interruptions or longer response times during upgrades and new technologies or infrastructures may also not be fullyintegrated or functional with the existing systems on a timely basis or at all, all of which could have an adverse impact on client experience. Inaddition, depreciation and amortization of expenses in relation to our real estate data systems may be increased if we purchase new software orhardware to upgrade our data system. As a result, our business, financial condition and results of operations could be materially and adverselyaffected.Table of Contents13Failure to maintain or enhance client trust in the information or analysis provided by us could damage our reputation, reduce or slow thegrowth of our user traffic, which could harm our business, financial condition and results of operations.Our reputation as a trusted real-estate related information and analytics service provider that provides authentic real estate information andanalysis in China is critical to the success of our business. However, we may not be able to maintain or enhance the authenticity andcompetitiveness of information and analysis provided by us due to various reasons, such as using ineffective analytical models or inaccurate data aswell as improvement of analysis by our competitors or other market practitioners. Failure to maintain authenticity and competitiveness of theinformation and analysis provided by us could lose or reduce client trust in our services, which could damage our reputation, reduce or slow thegrowth of our user traffic, or harm our business, financial condition and results of operations.We may be unable to increase awareness of our brand, which could materially and adversely affect our business.We rely heavily on our brand, “CREIS,” which we believe is key asset of our company. Awareness and differentiation of our brand areimportant for attracting and expanding the number of subscribers to our information and analytics services and promotion services. We expect tocontinue to invest in sales and marketing for our brand as we seek to grow the numbers of subscribers to our services. Our marketing methods maynot be successful in increasing brand awareness or, ultimately, be cost-effective. If we are unable to maintain or enhance the awareness of ourbrand, or if we are unable to recover our marketing costs through increased usage of our services, our business, results of operations and financialcondition could be materially and adversely affected.Our business, financial condition and results of operations may be adversely affected by the COVID-19 pandemic.Beginning in December 2019, a novel strain of coronavirus, or COVID-19, resulted in prolonged mandatory quarantines, lockdown,closures of businesses and facilities and travel restrictions imposed by the Chinese government and many other countries around the world. TheCOVID-19 pandemic, as well as the restrictions imposed and actions taken by the governments and society as a whole in response to the COVID-19 pandemic, could present significant challenges and uncertainties.Although the Chinese economy has been recovering steadily from the impact of COVID-19 since the second half of 2020, any recurrenceof the COVID-19 outbreak in China, such as the recurrence of COVID-19 toward the end of 2020, or continuance of the outbreak in other parts ofthe world could adversely impact our company’s business operations or the business operations of our company’s customers and partners thus inturn having an adverse impact on our business, results of operations and financial condition. Failure to contain the further spread of COVID-19 willprolong and exacerbate the general economic downturn. Our business operations could be disrupted if any of its employees is suspected of havingthese or any other epidemic disease, since it could require its employees to be quarantined and/or its offices to be closed for disinfection or otherremedial measures. There remains substantial uncertainties about the dynamic of the COVID-19 pandemic, including, but not limited to, withrespect to the logistics of distribution and the efficacy of any vaccine program or with respect to new strains or variants of the virus, which mayhave potential continuing impacts on subsequent periods if the pandemic and the resulting disruption were to extend over a prolonged period.Our business, results of operations and financial condition may be materially and adversely affected as a result of the changes in theoutlook of China’s property market, slowdown in China’s economic growth, negative business sentiment or other factors that we cannot foresee. Inparticular, potential impact includes, among others, the following:●the continuing impacts of COVID-19 may result in a general slowdown in China’s real estate industry, adversely affecting the demand forour services;●our customers may not have sufficient budget or cashflow to pay for our services, or may fail to make the payment in a timely manner, orat all;●some of our customers may not be well capitalized and may be vulnerable to the COVID-19 pandemic and the slowdown of themacroeconomic conditions, and if they cannot resume their business during a prolonged virus outbreak, the demand for our services maybe negatively affected; and●we may experience lower work efficiency and productivity, which may adversely affect our service quality.Table of Contents14We have taken measures to reduce the impact of the COVID-19 pandemic, including monitoring our employees’ health on a daily basisand optimizing our technology system to support remote work arrangements. However, we may still experience lower work efficiency andproductivity, which may adversely affect our service quality. Furthermore, we and our customers have experienced business disturbances due to thequarantine measures to contain the spread of COVID-19. We experienced a slowdown in revenue growth and delayed collection of accountsreceivables from our customers. We may experience similar delay or even default from our customers should there be any recurrence of theCOVID-19 outbreak in China, which could materially and adversely affect our business, results of operations and financial condition. Moreover, ifthe pandemic persists or escalates, we may be subject to further negative impact on our business operations.Any catastrophe, including natural catastrophes and outbreaks of health pandemics and other extraordinary events, could disrupt our businessoperation.We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures or Internet failures, whichcould cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide our products orservices.Our business could also be adversely affected by the effects of COVID-19, Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, SevereAcute Respiratory Syndrome, or SARS, or other epidemics. Our business operations could be disrupted if any of our employees has contracted or issuspected of having COVID-19, Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or another contagious disease or condition, since itcould require our employees to be quarantined and/or our offices to be disinfected. In addition, our business, results of operations and financialcondition could be adversely affected to the extent that any of these epidemics harms the Chinese economy in general.Our business depends in part on real estate developers as our clients, and a consolidation in the real estate industry in China may cause ourrevenues to decline and reduce our profitability.A large portion of our clients were real estate developers. Consolidation within the real estate industry as well as other cost-cuttingmeasures by our clients, may lead to more cancellations of our services, reduce the number of our existing clients, reduce the size of our targetmarket or increase our clients’ bargaining power, all of which could cause our revenues to decline and reduce our profitability. The financialdifficulties of Chinese real estate developers, for example the distress of Evergrande in 2021, may lead to cancellations of our services or failure topay services we have provided. If cancellations, reductions of services, and failures to pay increase, and we are unable to offset the resultingdecrease in revenues by increasing sales to new or existing clients, our revenues may decline or grow at lower rates.Our business depends on retaining and attracting highly capable research, management and operating personnel. Failure to attract and retainqualified talents could jeopardize our competitive position.Our success depends in large part on our ability to retain and attract research, management and operating personnel. Our business requireshighly skilled technical, sales, management, web product and development, marketing and research personnel, who are in high demand and areoften subject to competing offers. To retain and attract key personnel, we use various measures, including employment agreements, awards under astock incentive plan and incentive bonuses for key employees. These measures may not be enough to retain and attract the personnel we need or tooffset the impact on our business of the loss of the services of our key officers or employees.Table of Contents15In order to attract or retain clients and support future revenue growth, we need to continue to attract and retain quality research, sales,technical and other operational personnel in the future. We compete with other companies engaged in online real estate services and Internet-relatedbusinesses for qualified personnel and may need to offer higher compensation and other benefits to attract and retain quality personnel. We have,from time to time in the past, experienced, and we expect in the future to continue to experience, difficulty in hiring and retaining highly skilledemployees with appropriate qualifications. There may be a limited supply of qualified individuals in some of the cities in China where we haveoperations and other cities into which we intend to expand. We must hire and train qualified managerial and other employees on a timely basis tokeep pace with our rapid growth while maintaining consistent quality of services across our operations in various geographic locations. If we fail todo so, the quality of our services may decline in one or more of the markets where we operate, which in turn, may cause a negative perception ofour brand and adversely affect our business. We cannot assure you we will be able to attract or retain the quality personnel that we need to achieveour business objectives.Our business could be materially and adversely affected by fluctuations in, and government measures influencing, China’s real estate market.We conduct our real estate services business in China and serve real estate participants in China. The demand for our information andanalytics services as well as marketplace services depends substantially on the number and the spending budgets of our clients, which in turn areaffected by the conditions in China’s real estate market. China’s real estate market has grown rapidly in recent years but such growth is oftencoupled with volatility and fluctuations in real estate transaction volume and prices. Such volatility and fluctuations are caused by economic, social,political and other factors. Over the years, Chinese government authorities at both national and local levels have announced and implementedvarious policies and measures aimed to regulate the real estate market.In recent years, government authorities in China have issued a number of restrictive rules on the real estate market. For example, inJanuary 2011, the State Council issued the “New Eight Policies,” pursuant to which all municipalities, all provincial capitals and certain other citieswhere the local housing prices were deemed to be too high or to have risen too fast, were required to temporarily suspend the sale of housing unitsto families with registered local permanent residency that already own two or more housing units, families without registered local permanentresidency that already own one or more housing units, and families without registered local permanent residency that cannot provide evidence oftheir local payment of taxes or social insurance premiums for a required period. In early 2013, the State Council issued the “New Five Policies” forthe administration of the housing market and detailed implementation rules, which reflected the PRC government’s strong determination to curb theincrease of housing prices by requiring more stringent implementation of housing price control measures. For example, in the cities where housingunit sales have already been subject to restrictions, if the local housing supply is not sufficient so that the housing prices are rising too fast, localgovernments are required to take more stringent measures to restrict housing units from being sold to those families who own one or more housingunits. Following the request of the central government, Beijing, Shanghai and other major cities in China announced detailed regulations for theNew Five Policies in March 2013 to further restrict local real estate markets.Table of Contents16Although certain local governments loosened some of the restrictive measures in 2015 and early 2016 to moderately stimulate the realestate market, such as lowering the minimum percentage of down-payment for housing purchases and relaxing real property-related tax policies,those local governments subsequently retightened certain policies and issued new restrictive policies in late 2016 and 2017. Beginning in March2017, certain cities, such as Beijing and Guangzhou, further increased the minimum down-payments for second home buyers. In April 2019,Housing Fund Management Center of the Central Government Organs issued Circular on Matters relating to Adjusting the Policy for IndividualHousing Loans via the Housing Provident Fund to Further Upgrade Services, which adjusts the proportion of down-payment. Under the circular, ifthe first house that a loan applicant purchases is not an economically affordable house, the down-payment shall not be lower than 30% of the totalpurchase price. The circular also adjusts the maximum limit of loan for the second house purchase. The maximum limit of loan for the first housepurchase shall be RMB1.2 million, and the benchmark interest rate of loan shall apply; the maximum limit of loan for the second house purchaseshall be RMB600,000, and the loan interest rate shall be 1.1 times of the benchmark interest rate of loan for the same period. The circular is onlyapplicable for personal housing loans of the central government agency’s employee housing provident fund. These regulatory measures andpolicies by the government have caused a reduction in transactions in the real estate market. While these measures and policies remain in effect,they may continue to depress the real estate market, dissuade potential purchasers from making purchases, reduce transaction volume, cause adecline in average selling prices, and prevent developers from raising the capital they need and increase developers’ costs to start new projects. Thegeneral trend of tightening government regulation over real estate industry may result in lower growth rates in the real estate industry. Frequentchanges in government policies may also create uncertainties that could discourage investments in real estate and developers from initiating newprojects.On 23 August, 2020, Ministry of Housing and Urban-Rural Development of the PRC and the PBOC, on the basis of soliciting opinionswidely in the early stage, formulated the “fund monitoring and financing management rules for key real estate enterprises”, with the focus oncontrolling the growth of interest-bearing debts of real estate enterprises. The Notice on The Continuous Rectification and Regulation of the RealEstate Market promulgated by the Ministry of Housing and Urban-Rural Development of the PRC and other eight departments came into effect onJuly 13, 2021, strengthened the regulation of the legal compliance of real estate development business and construction activities. If a real estateenterprise has the issues such as illegal construction, violation to the construction design document , failing to deliver the house within the timeagreed in the house purchase contract and housing quality problems, it will be punished by the regulatory authorities.Our business and results of operations may be materially and adversely affected as a result of decreased transaction volumes or real estateprices that may result from government policies. A depressed real estate market may have a negative impact on our client base, as companies mayimplement cost-cutting measures or may consolidate in order to reduce expenses, which may lead to cancellations of our services, reduce thenumber of our existing clients, or force us to reduce our price. Furthermore, there may be situations in which China’s real estate market is so activethat our clients see a reduced need for information subscription or marketing initiatives and reduce their spending on such services. To the extentfluctuations in, and government measures influencing, China’s real estate market adversely affect the demand for our services, our business, resultsof operations and financial condition may be materially and adversely affected.If we are unable to successfully market our data-driven service offerings to our clients, they could choose not to use those services, which couldreduce our revenues or increase our expenses.Many real estate participants are used to listing, searching and marketing real estate in traditional and offline methods, such as bydistributing print brochures, sharing written lists, placing signs on properties, word-of-mouth and newspaper advertisements. Real estateparticipants may prefer to continue to use traditional methods or may be slow to adopt and accept our data-based products and services. If we arenot able to successfully market our data-based services to our clients, they may choose not to use our database or data-driven promotion services,which could materially and adversely affect our business, results of operations and financial condition.Table of Contents17We rely on Internet search engines to drive traffic to our websites. If search results do not feature our websites prominently, traffic to ourwebsites would decrease and our business could be materially and adversely affected.Baidu, Bing and other Internet search websites drive traffic to our websites, including 3fang.com. However, our ability to maintain highorganic search result rankings is not entirely within our control. Our competitors’ search engine optimization efforts may result in their websitesreceiving a higher search result page ranking than the rankings our websites receive, or Internet search engines could revise their methodologies ina way that would adversely affect our search result rankings, each of which could slow the growth of our user base. Further, search engineproviders could align with our competitors, which could adversely affect traffic to our websites. Our websites have experienced fluctuations insearch result rankings in the past, and we anticipate similar fluctuations in the future. If we experience a material reduction in the number of usersdirected to our websites through Internet search engines, our business, results of operations and financial condition could be materially andadversely affected.If we are unable to enforce or defend our ownership and use of intellectual property, our business, brands, competitive position and results ofoperations could be harmed.The success of our business depends in large part on our intellectual property, including intellectual property involved in ourmethodologies, database, services and software. We rely on a combination of trademark, trade secret, patent, copyright and other laws,nondisclosure and noncompetition provisions and other contractual provisions and technical measures to protect our intellectual property rights.However, current law may not provide for adequate protection of our database and the actual data. In addition, legal standards relating to thevalidity, enforceability and scope of protection of proprietary rights in Internet-related businesses are uncertain and evolving, and changes in thesestandards may adversely impact the viability or value of our proprietary rights. If we are not successful in protecting our intellectual property,including our database, our brands and our business, results of operations and financial condition could be harmed. The same would be true if acourt found that our services infringe upon intellectual property rights held by third parties. Any intellectual property lawsuits or threatenedlawsuits in which we are involved, either as a plaintiff or as a defendant, could cost us a significant amount of time and money and distractmanagement’s attention from operating our business. In addition, if we do not prevail on an intellectual property claim, this could result in a changeto our methodology or information and analytics, promotion and listing services and could reduce our profitability.We seek to enforce our rights against people and entities that infringe upon our intellectual property, including through legal action.Taking such actions may be costly, and we cannot ensure that such actions will be successful. Any increase in the unauthorized use of ourintellectual property could make it more expensive for us to do business and harm our results of operations or financial condition.We may be involved in legal and other disputes from time to time arising out of our operations, in particular for allegations relating toinfringement of intellectual property rights of third parties.We have been and may continue to be involved in legal and other disputes in the ordinary courses of our business, including allegationsagainst us for potential infringement of third-party’s copyrights or other intellectual property rights. We may encounter disputes from time to timeover rights and obligations concerning intellectual property rights and other legal rights, in particular third-party’s intellectual property rightsrelating to database or software that may be infringed by us in our business operation.Table of Contents18In addition, we cannot assure you that we will not become subject to intellectual property laws in other jurisdictions, such as the UnitedStates, by virtue of the ADSs being listed on the NASDAQ, the ability of users to access, download and use our products and services in the UnitedStates and other jurisdictions, the ownership of the ADSs by investors in the United States and other jurisdictions, or the extraterritorial applicationof foreign law by foreign courts or otherwise, among other reasons. If a lawsuit against us is successful, we may be required to pay substantialpenalties or other damages and fines, remove relevant content or enter into license agreements which may not be available on commerciallyreasonable terms, or at all. Even though the allegations or claims could be baseless, defense against any of these allegations or claims would beboth costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel or damage ourbrand, which could have a material adverse effect on our results of operations.If we do not invest in technology innovation and provide services that are attractive to our clients, our business could be adversely affected.Our success depends on our continued improvements to provide services that make our services useful and attractive for our existing andprospective clients. We are dedicated to further enhancing our data collection and verification capabilities. In addition, we, leveraging machinelearning and statistical algorithms, utilize predictive analytics to provide insights into the real estate market. For example, our predictive model thatforecasts the potential value of a specific area enables our customers to make informed investment decisions. We are also developing more tools tohelp improve our customers’ operational efficiency and have been continuously upgrading our systems, such as our land investment forecastsystem and research report automation system. We must continually invest resources in research and development to improve the appeal andcomprehensiveness of our services and effectively incorporate new technologies. If we are unable to provide services that clients want to use, thenclients may become dissatisfied and use competitors’ websites. If we are unable to continue offering innovative services, we may be unable toattract additional clients or retain our current clients, which could harm our business, results of operations and financial condition.Any failure to compete effectively in the real estate Internet services market in China would have a material adverse effect on our business,financial condition and results of operations.The markets for real estate-related information and analytics services, promotion services and listing services in general are highlycompetitive and rapidly changing. Competition in these markets may increase further if economic conditions or other circumstances cause clientbases and client spending to decrease and service providers to compete for fewer client resources. Our existing competitors, or future competitors,may have greater name recognition, larger client bases, better technology or data, lower prices, easier access to data, greater user traffic or greaterfinancial, technical or marketing resources than we have. Our competitors may be able to undertake more effective marketing campaigns, obtainmore data, adopt more aggressive pricing policies, make more attractive offers to potential employees, subscribers, advertisers and contentproviders or may be able to respond more quickly to new or emerging technologies or changes in user requirements. If we are unable to retainexisting clients or obtain new clients, our revenues could decline. Increased competition could result in lower revenues and higher expenses, whichwould reduce our profitability.The intensive competition has placed additional demands on us to increase the amount of resources we provide to clients and increase thequality of our services in order to retain clients. As the data-based real estate services industry in China is constantly evolving, our current or futurecompetitors may be able to better position themselves to attract funding and to compete as the industry matures.Any of our current or future competitors may also receive investments from or enter into other commercial or strategic relationships withlarger, well-established and well-financed companies and obtain significantly greater financial, marketing and content licensing and developmentresources than us. Furthermore, some of our competitors receive support from local governments, which may place us at a disadvantage whencompeting with them in their local markets. We cannot assure you that we will be able to compete successfully against our current or futurecompetitors. Any failure to compete effectively in the real estate Internet services market in China would have a material adverse effect on ourbusiness, financial condition and results of operations.Table of Contents19We may not be able to successfully prevent the operation of websites that aggregate our data, as well as data from other companies, such ascopycat websites that may misappropriate our data.Third parties may misappropriate our data through website scraping, robots or other means and aggregate this data on their websites withdata from other companies. In addition, “copycat” websites may misappropriate data on our website and attempt to imitate our brands or thefunctionality of our website. We may not be able to detect all such websites in a timely manner and, even if we could, technological and legalmeasures may be insufficient to stop their operations. Regardless of whether we can successfully enforce our rights against the operators of thesewebsites, any measures that we may take could require us to expend significant financial or other resources.If we fail to protect our data or the confidential information of our users and clients, whether due to cyber-attacks, computer viruses, physicalor electronic break-ins or other reasons, we may be subject to liabilities imposed by relevant laws and regulations, and our reputation andbusiness may be materially and adversely affected.As we conduct our business, we process, store and analyze a large amount of real estate-related data. We are dependent on informationtechnology networks and systems to process, transmit and store electronic information and to communicate between our locations and with ourclients. We also possess privacy information submitted by users when they register with our website or mobile application. While we takeprecautions for secure storage and usage of these data, our security control may not prevent the improper leakage of such data. Anyone maycircumvent our security measures and misappropriate proprietary information or cause interruptions in our operations. A security breach, such ashacking or any other attempt to harm our systems, that leads to leakage of these data, could harm our reputation and undermine the competitivenessof our database and services. Any compromise of security that results in the unauthorized release or transfer of personally identifiable informationcould cause our users and clients to lose trust in us and could expose us to legal claims, which could have a material adverse effect on our business,results of operations, financial condition and prospects.We are subject to a variety of laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer and otherprocessing of data or confidential information. Laws and regulations related to privacy and data protection are evolving, with new or modified lawsand regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. See “Item 4.Information on the Company—B. Business Overview—Regulations—Regulations relating to Information Security and Confidentiality of UserData.” We expect that these areas will receive greater attention and focus from regulators, as well as attract continued or greater public scrutiny andattention going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data securityand protection. If we are unable to manage these risks, our reputation and results of operations could be materially and adversely affected. Inaddition, regulatory authorities around the world have recently adopted or are considering a number of legislative and regulatory proposalsconcerning data protection. Complying with all these laws and regulations may result in additional expenses to us or require us to change ourbusiness practices in a manner materially adverse to our business, and any non-compliance may subject us to negative publicity which could harmour reputation and negatively affect the trading price of our ADSs.If we fail to obtain or keep licenses, permits or approvals applicable to the various online real estate services provided by us, we may incursignificant financial penalties and other government sanctions.The Internet and online listing industries in China are still at a relatively early stage of development and are highly regulated by the PRCgovernment. Various regulatory authorities of the PRC government, such as the State Council, Ministry of Industry and Information Technology, orthe MIIT, the State Administration for Industry and Commerce, or the SAIC, the National Radio and Television Administration (formerly the StateGeneral Administration of Press, Publication, Radio, Film and Television), and the Ministry of Public Security, are empowered to issue andimplement regulations governing various aspects of the Internet and advertising industries. Moreover, new laws, rules and regulations may beadopted, or new interpretations of existing laws, rules and regulations may be released, to address issues that arise from time to time. As a result,substantial uncertainties exist regarding the interpretation and implementation of any current and future PRC laws, rules and regulations applicableto the Internet and online advertising industries.Table of Contents20We are required to obtain applicable licenses or approvals from various regulatory authorities in order to provide our services via ourwebsites and online database. These licenses or approvals are essential to the operation of our business and are generally subject to annual reviewby the relevant PRC governmental authorities. For example, Beijing Zhong Zhi Hong Yuan has obtained an ICP license for the provision ofInternet information services as required under the applicable PRC laws, rules and regulations to conduct our online listing service business.We, however, may be required to obtain additional licenses. For example, the release, broadcasting and transmission of graphics, videoand audio programs or weblinks to such programs, other websites or data on the websites may be deemed as providing Internet publication servicesas well as transmission of video and audio programs on the Internet, which could require Internet publication license and license for onlinetransmission of audio-visual programs. Similarly, if we or third parties post information that may be viewed as news information, the release ofsuch information on our websites may be deemed as Internet news information services and therefore require Internet news information license.We, like many other similarly situated business operators, have been operating our businesses without such licenses.Under the applicable PRC laws, rules and regulations, the failure to obtain and/or maintain requisite business licenses may subject theentity to various penalties, including confiscation of revenues, imposition of fines and/or restrictions on the entity conducting such activities’business operations, or the discontinuation of their operations, which could materially and adversely affect our business, financial condition andresults of operations.We are subject to certain non-compliance events, which may adversely affect our operations.Landlords of certain of the properties we leased for business operations have not registered our lease agreement with related regulatoryauthorities according to the applicable law and regulations and some of the landlords have not provided us with ownership certificates. We cannotassure you that these landlords have the right to lease the relevant properties to us or we will not be abandoned from the leased properties due to thefailure of the landlords to comply with applicable laws and regulations. If ownership of the properties we have leased is disputed and/or the validityof such leases is challenged by third parties, or if we are unable to find alternative places for business operations, we may have to relocate to otherplaces, which could increase our costs and adversely affect our results of operations.In addition, instead of paying the social insurance payment on their own for their employees, certain of our PRC subsidiaries use third-party agencies to pay in the name of such agency. With respect to the underpaid employee benefits, we may be required to make up thecontributions for these plans as well as to pay late fees and fines; with respect to the late social insurance registration and housing fund depositregistration, we may be required to apply for such registration and pay late fees and fines; with respect to using third-party agencies to pay thesocial insurance for the employees, we may be subject to rectification and late fines. If we are subject to late fees or fines in relation to the aboveincidents, our financial condition and results of operations may be adversely affected.Regulation of the Internet industry in China, including censorship of information distributed over the Internet, may materially and adverselyaffect our business.China has enacted laws, rules and regulations governing Internet access and the distribution of news, information or other content, as wellas products and services, through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internetthat it deems to be in violation of applicable PRC laws, rules and regulations. In particular, under regulations promulgated by the State Council, theMIIT, the National Radio and Television Administration and the Ministry of Culture, Internet content providers and Internet publishers areprohibited from posting or displaying content over the Internet that, among other things, opposes the fundamental principles of the PRCconstitution, compromises state security, divulges state secrets, subverts state power or damages national unity, disseminates rumors, disturbs socialorder or disrupts social stability, propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes, orinsults or slanders a third party or infringes upon the lawful right of a third party.Table of Contents21If any content we offer via our websites or database were deemed by the PRC government to violate any of such content restrictions, wewould not be able to continue such offerings and could be subject to penalties, including confiscation of illegal revenues, fines, suspension ofbusiness and revocation of required licenses, which could have a material adverse effect on our business, financial condition and results ofoperations. We may also be subject to potential liability for any unlawful actions of our clients or affiliates or for content we distribute that isdeemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we maybe forced to cease operation of our websites or database in China.If we are unable to increase our revenues or our operating costs are higher than expected, our profitability may decline and our results ofoperations may fluctuate significantly.We may not be able to accurately forecast our revenues or future revenue growth rate. Many of our expenses, particularly personnel costsand rental costs, are relatively fixed. As a result, we may not be able to adjust spending quickly enough to offset any unexpected increase inexpenses or revenue shortfall. We may experience higher than expected operating costs, including increased personnel costs, rental costs, sellingand marketing costs, investments in geographic expansion, acquisition costs, communications costs, travel costs, software development costs,professional fees and other costs. If operating costs exceed our expectations and cannot be adjusted accordingly, our profitability may be reducedand our results of operations and financial position will be adversely affected. Additionally, we may not be able to sustain our revenue growth rates.Our ability to increase our revenues and operating profit will depend on increased demand for our services. Our sales are affected by, among otherthings, general economic and commercial property conditions. Reduced demand, whether due to changes in client preference, a weakening of thePRC or global economy, competition or other reasons, may result in decreased revenues and growth, adversely affecting our results of operations.We may enter new geographical markets in China. Expanding into new markets and investing resources towards increasing the depth ofour coverage within existing markets imposes additional burdens on our research, systems development, sales, marketing and general managerialresources. If we are unable to manage our expansion efforts effectively, if our expansion efforts take longer than planned or if our costs for theseefforts exceed our expectations, our financial position could be adversely affected. In addition, if we incur significant costs to improve data qualitywithin existing markets, or are not successful in marketing and selling our services in these markets or in new markets, our expansion may have amaterial adverse effect on our financial position by increasing our expenses without increasing our revenues, adversely affecting our profitability.We may be held liable for injuries to individual participants of our themed events, which may adversely affect our reputation and adverselyaffect our financial conditions and results of operations.We take event security seriously, and make every effort to ensure the safety of our participants during our themed events, such as industryconferences and forums. However, we cannot guarantee that no physical injury will occur during our events, for which we could be held liable.Under the PRC laws and regulations, the undertaker of a large-scale group activity shall bear tort liability for damages to a third party arising fromsuch undertakers’ failure to fulfill its security obligations. If the act of a third party results in damage to others in a large-scale group activity, theundertaker that failed to fulfill security obligations shall also bear supplementary liability. Therefore, we might face negligence claims alleging thatwe failed to maintain our facilities or to supervise our employees.In addition, if any participants of our themed events commit acts of violence, we could also face allegations that we failed to provideadequate security or were otherwise responsible for his or her actions. If we are held liable for the injury or damages, our financial conditions andresults of operations may be adversely affected. Additionally, our themed events may be perceived to be unsafe, which may discourage prospectiveclients, real estate participants and media partners from attending. These negative perceptions might also adversely affect our reputation and resultsof operations.Table of Contents22If we are not able to successfully identify, finance or integrate acquisitions, our business operations and financial position could be adverselyaffected.We may seek to supplement and expand our services through acquisitions of complementary businesses, services, databases andtechnologies. Our strategy to acquire complementary companies or assets depends on our ability to identify, and the availability of, suitableacquisition candidates. We may incur costs in the preliminary stages of an acquisition, but may ultimately be unable or unwilling to consummatethe proposed transaction for various reasons. In addition, acquisitions involve numerous risks, including the ability to realize or capitalize onsynergies created through combinations; managing the integration of personnel and products or services; managing the integration of acquiredinfrastructure and controls; potential increases in operating costs; managing geographically remote operations; the diversion of management’sattention from other business concerns and potential disruptions in ongoing operations during integration; the inherent risks in entering markets andsectors in which we have either limited or no direct experience; and the potential loss of key employees, clients or vendors and other businesspartners of the acquired companies. We may not successfully integrate acquired businesses or assets and may not achieve anticipated benefits of anacquisition, including expected synergies. External factors, such as compliance with laws and regulations, and shifting market preferences, mayalso impact the successful integration of an acquired business. An acquired business could strain our system of internal controls and diminish itseffectiveness. Acquisitions could result in dilutive issuances of equity securities, the incurrence of debt, one-time write-offs of goodwill andsubstantial amortization expenses of other intangible assets. We may be unable to obtain financing on favorable terms, or at all, if necessary tofinance future acquisitions making it impossible or more costly to acquire complementary businesses. If we are able to obtain financing, the termsmay be onerous and restrict our operations. Further, certain acquisitions may be subject to regulatory approval, which can be time consuming andcostly to obtain or may be denied, and if obtained, the terms of such regulatory approvals may impose limitations on our ongoing operations orrequire us to divest assets or lines of business.Technical problems or disruptions that affect either our clients’ ability to access our services, or the software, internal applications, databaseand network systems underlying our services, could damage our reputation and brands and lead to reduced demand for our services, lowerrevenues and increased costs.Our business, brands and reputation depend on the satisfactory performance, reliability and availability of our websites, the Internet andour service providers. Interruptions in these systems, whether due to system failures, computer viruses, software errors, physical or electronicbreak-ins, or malicious hacks or attacks on our systems, could affect the security and availability of our services on our websites and prevent orinhibit the ability of users to access our services. Our operations also depend on our ability to protect our database, computers and software,telecommunications equipment and facilities against damage from potential dangers such as fire, flood, power loss, security breaches, computerviruses, telecommunications failures, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similarevents. Our clients rely on our services when conducting their own businesses. Disruptions in, or reductions in ability to access, our services forwhatever reason could damage our clients’ businesses, harm our reputation, result in additional costs or result in reduced demand for our services,any of which could harm our business, results of operations and financial condition.In addition, the software, internal applications and systems underlying our services are complex and may not be error-free. Our carefuldevelopment and testing may not be sufficient to ensure that we will not encounter technical problems when we attempt to enhance our software,internal applications and systems. Any inefficiencies, errors or technical problems with our software, internal applications and systems couldreduce the quality of our services or interfere with our clients’ access to our services, which could reduce the demand for our services, lower ourrevenues and increase our costs.The majority of the communications, network and computer hardware used to operate our websites and database are located at facilities inBeijing. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, security breaches, computer viruses,telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, earthquakes and similar events. The occurrence of anyof the foregoing events could result in damage to our systems and hardware or could cause them to fail completely, and our insurance may notcover such events or may be insufficient to compensate us for losses that may occur.Table of Contents23A failure of our systems at any site could result in reduced functionality for our users, and a total failure of our systems could cause ourwebsites to be inaccessible. Problems faced or caused by our information technology service providers, including private networkproviders, Internet providers and third-party web-hosting providers, or with the systems by which they allocate capacity among their clients (asapplicable), could adversely affect the experience of our users. Any financial difficulties, such as bankruptcy reorganization, faced by these third-party service providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent ofwhich are difficult to predict. If our third-party service providers are unable to keep up with our growing needs for capacity, our business could beharmed.Our business interruption insurance may not cover certain events or may be insufficient to compensate us for the potentially significantlosses, including the potential harm to the future growth of our business, which may result from interruptions in our service as a result of systemfailures or malicious attacks. Any errors, defects, disruptions or other performance problems with our services could harm our reputation, business,results of operations and financial condition.Breaches of security in connection with our websites could expose us to potential liability and harm our reputation.Ensuring secured transmission of confidential information through public networks is essential to maintaining the confidence of ourclients and users. Our existing security measures may not be adequate to protect such confidential information. In addition, computer and networksystems are susceptible to breaches by computer hackers. Any system failure or compromise of our security that results in the unauthorized accessto or release of our users’ or clients’ data could significantly limit the adoption of our products and services, expose us to litigation and potentialliability for failing to secure confidential client information, as well as harm our reputation, brand and business operations. We may be required toexpend significant capital and other resources to prevent such security breaches or alleviate problems caused by such breaches. We may also losecurrent or prospective data suppliers that grant us access to their proprietary data due to the impression that we cannot adequately protect theprivacy and safety of such data. The risk that these types of events could seriously harm our business is likely to increase as we expand the numberof products and services we offer and expand our user base. Any of these circumstances may result in a material adverse effect on our business,financial condition and results of operations.Our results of operations and revenues are subject to fluctuations, seasonality and market cyclicality, each of which could cause the marketprice of the ADSs to be negatively affected.Our results of operations do not experience meaningful seasonality. However, the timing of widely observed holidays and vacationperiods, and availability of real estate agents and related service providers during these periods, could affect our quarterly results of operationsduring that period. The first quarter of each year generally contributes the smallest portion of our annual revenues due to reduced real estatetransactions, advertising and marketing activities of our clients in the PRC real estate industry during and around the Chinese New Year holiday,which generally occurs in January or February of each year and due to the cold winter weather in northern China. For this reason, our results ofoperations may not be comparable from quarter to quarter. If we are unable to adequately respond to seasonal or cyclical conditions, our revenues,expenses and operating results may fluctuate from quarter to quarter. Our results of operations, revenues and expenses may fluctuate for manyreasons, including but not limited to rates of client acquisition and retention, changes in our pricing strategy and timing of changes, competition andchanges or consolidation in the real estate industry.These fluctuations or seasonality effects could negatively affect our results of operations during the period in question and/or futureperiods or cause the market price of the ADSs to decline. In addition, changes in accounting policies or practices may affect our level of netincome. Fluctuations in our financial results, revenues and expenses may cause the market price of our ADSs to decline.Table of Contents24Third-party claims, litigation or government investigations to which we may be subject or in which we may be involved may significantlyincrease our expenses and adversely affect our stock price.We may be or may be expected to be a party to various third-party claims, lawsuits, or government investigations from time to time. Forexample, in February 2019, we were served with a subpoena from a court in Beijing, in which a third-party claimed that a contract we entered intowas invalid. Pursuant to such contract, we received certain assets from a debtor’s nominee to discharge its indebtedness. The debtor subsequentlyalleged that such contract was invalid because the transfer price of such assets was below the fair market value. The allegation was dismissed bythe trial court and the plaintiff appealed to the appellate court. The appellate court has dismissed the appeal and delivered the final judgment infavor of us. Fang assumed all the rights and obligations with respect to such assets after the separation pursuant to a contract between us and Fangand we successfully transferred the relevant legal titles to Fang in June 2021. Also, our Hong Kong subsidiary, China Index Academy Limited, maygive the public an improper impression by its name that we are an institution sponsored by the government. In July 2016, the Ministry of CivilAffairs of China published a list of offshore social organizations, which included us. We do not believe that we committed any wrongdoing byusing “China Index Academy” as part of our corporate name in Hong Kong, nor did we claim any government affiliation when doing business. Weare not aware of any third-party claim or government investigation launched or threatened against us for the use of “China Index Academy.” Anylawsuits or government investigations, whether actual or threatened, in which we may be involved, whether as plaintiff or defendant, could cost usa significant amount of time and money, could distract management’s attention away from operating our business, could result in negative publicityand could adversely affect our stock price. In addition, if any claims are determined against us or if a settlement requires us to pay a large monetaryamount or take other action that materially restricts or impedes our operations, our profitability could be significantly reduced and our financialposition could be adversely affected. Our insurance may not be sufficient to cover any losses we incur in connection with litigation claims.If we fail to achieve and maintain an effective system of internal control over financial reporting, we may be unable to accurately report ourfinancial results or prevent fraud, which could result in harm to our business, loss of investor confidence in our financial reporting and a lowertrading price of our ADSs.Effective internal controls are necessary for us to provide accurate and timely financial reports and effectively prevent fraud. Wediscovered in 2020 and in the past, and may in the future discover, areas of our internal controls involving deficiencies, significant deficiencies ormaterial weaknesses that have required or will require improvements in our procedures on the preparation, review, approval and disclosure offinancial reports.We and our independent registered public accounting firm identified one material weakness in our internal control over financial reportingas of December 31, 2020. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, suchthat there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not beprevented or detected on a timely basis. The material weakness identified is that we did not have sufficient financial reporting and accountingpersonnel to formalize, design, implement and operate key controls over financial reporting process in order to report financial information inaccordance with U.S. GAAP and SEC reporting requirements.Though we plan to undertake steps to strengthen our internal control over financial reporting, our system will not prevent or detect allerrors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that thecontrol system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absoluteassurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.A lack of effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financialstatements and negatively impact the trading price of our ADSs. In addition, if we fail to achieve and maintain the adequacy of our internalcontrols, as such standards are modified, supplemented or amended from time to time or as necessary to correct deficiencies or weaknesses in ourcontrols, we may not be able to provide accurate financial statements, which could cause us to fail to meet our reporting obligations or provideaccurate financial statements, and cause investors to lose confidence in our reported financial information and have a negative effect on the tradingprice of our ADSs.Table of Contents25We have limited business insurance coverage.Insurance companies in China currently do not offer as extensive an array of insurance products as are offered by insurance companies inmore developed economies. As a result, we do not have any business disruption insurance or litigation insurance coverage for our operations inChina. Any uninsured business disruptions, litigation or natural disaster may result in our incurring substantial costs and diversion of resources,which could have an adverse effect on our results of operations and financial condition.A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business, results of operations andfinancial condition.The global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S. Federal Reserve, theeconomic slowdown in the Eurozone since 2014 and the uncertain impact of the U.K.’s withdrawal from the European Union in January 2020, or“Brexit.” The growth of the Chinese economy has slowed since 2012 and such slowdown may continue. There is considerable uncertainty over thelong-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’sleading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europeand Africa, which have resulted in volatility in oil and other markets. There have also been concerns on the relationship between China and othercountries, including the surrounding Asian countries, which may potentially result in foreign investors exiting the China market and othereconomic effects. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and politicalpolicies and the expected or perceived overall economic growth rate in China. There have also been concerns about the relationship between Chinaand the United States, following rounds of tariffs imposed by the United States. Recently, the United States and China have had disagreements overpolitical and economic issues including trade. Controversies may arise in the future between these two countries and trade policies between the twomay change. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the globalpolitical and economic conditions in the long term. Any future escalation of the ongoing trade war between the United States and China maynegatively impact the growth in both the Chinese economy and the global economy as a whole. Any severe or prolonged slowdown or instability inthe global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.Table of Contents26Risks Relating to Our Corporate StructureWe rely on contractual arrangements with our VIEs and their shareholders to operate our listing service and other business, which may not beas effective as direct ownership in providing operational control and otherwise materially and adversely affect our listing service and otherbusiness.We rely on contractual arrangements with our VIEs and their shareholders to operate our listing service and other business. Our VIEsinclude Beijing Zhong Zhi Hong Yuan, Shouzheng Credit Rating Co., Ltd. (“Shouzheng”) and Beijing Zhong Zhi Information TechnologyAcademy (“Beijing Zhong Zhi Academy”). Our VIEs made insignificant contributions to our revenues in the years ended December 31, 2018,2019 and 2020 and currently have minimal operations. As foreign investors are not allowed to own more than a 50% equity interest in any PRCcompany engaging in value-added telecommunications businesses, we conducted our listing service business in China through Beijing Zhong ZhiHong Yuan.We ceased to provide listing services from 2021. See “—Risks Relating to Our Business and Industry—We may not be able tosuccessfully introduce new or upgraded services or combine or shift focus from services with less demand, which could decrease our revenues andprofitability.” and “Item 4. Information on the Company—B. Business Overview—Our Services—Marketplace Services—China Index Listing.”Notwithstanding that Beijing Zhong Zhi Academy and Shouzheng are not in the value-added telecommunications business, we entered intocontractual arrangements with Beijing Zhong Zhi Academy and Shouzheng, and their respective shareholders to maintain business flexibility. BothBeijing Zhong Zhi Academy and Shouzheng currently have minimal operations. Beijing Zhong Zhi Academy is authorized to engage in activitiesincluding engineering and technology research but has yet to conduct any business of scale. Shouzheng’s planned business scope includesenterprises credit rating and management consulting but it has yet to complete filing with relevant PRC authorities to carry out its credit ratingbusiness. For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—OurContractual Arrangements.” These contractual arrangements may not be as effective as direct ownership in providing us with control over ourVIEs. If our VIEs or their shareholders fail to perform their respective obligations under these contractual arrangements, our recourse to the assetsheld by our VIEs is indirect and we may have to incur substantial costs and expend significant resources to enforce such arrangements in relianceon legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system.Furthermore, in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of recordholder of equity interest in our VIEs, including such equity interest, may be put under court custody.As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangements or ownership bythe record holder of the equity interest. All of these contractual arrangements are governed by PRC laws and provide for the resolution of disputesthrough arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolvedin accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States.As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unableto enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractualarrangements, it would be very difficult to exert effective control over our VIEs, and our ability to conduct our listing service and other businessmay be materially and adversely affected. See “—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal systemcould adversely affect us.”Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would materially andadversely affect our listing service and other business.We, through one of our subsidiaries and a wholly foreign-owned enterprise in the PRC, have entered into a series of contractualarrangements with our VIEs and their shareholders. For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Our Contractual Arrangements.” If our VIEs or their shareholders fail to perform their respective obligations underthese contractual arrangements, we may incur substantial costs and expend additional resources to enforce such arrangements. We may also have torely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assureyou will be effective under PRC laws. For example, if the shareholders of our VIEs were to refuse to transfer their equity interests in our VIEs to usor our designee when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faithtoward us, then we may have to take legal actions to compel them to perform their contractual obligations.Table of Contents27All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes througharbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved inaccordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States.As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variableinterest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of sucharbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitrationresults in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out thearbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitrationaward recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractualarrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able toexert effective control over our VIEs and relevant rights and licenses held by it which we require in order to operate our listing service and otherbusiness, and our ability to conduct our listing service and other business may be negatively affected. See “—Risks Relating to Doing Business inChina—Uncertainties with respect to the PRC legal system could adversely affect us.”The shareholders of our VIEs may have potential conflicts of interest with us, which may materially and adversely affect our listing service andother business.The interests of the shareholders of our VIEs in their capacities as such shareholders may differ from the interests of our company as awhole, as what is in the best interests of our VIEs, including matters such as whether to distribute dividends or to make other distributions to fundour offshore requirement, may not be in the best interests of our company. There can be no assurance that when conflicts of interest arise, any or allof these shareholders will act in the best interests of our company or those conflicts of interest will be resolved in our favor. In addition, theseshareholders may breach or cause our VIEs to breach or refuse to renew the existing contractual arrangements with us.Currently, we do not have arrangements to address potential conflicts of interest the shareholders of our VIEs may encounter, on one hand,and as a beneficial owner of our company, on the other hand. We, however, could, at all times, exercise our option under the exclusive call optionagreement to cause the shareholders of our VIEs to transfer all of their equity ownership in our VIEs to a PRC entity or individual designated by usas permitted by the then applicable PRC laws. In addition, if such conflicts of interest arise, we could also, in the capacity of attorney-in-fact of thethen existing shareholders of our VIEs as provided under the power of attorney agreements, directly appoint new directors of our VIEs. We rely onthe shareholders of our VIEs to comply with PRC laws and regulations, which protect contracts and provide that directors and executive officersowe a duty of loyalty to our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains,and the laws of the Cayman Islands, which provide that directors have a duty of care and a duty of loyalty to act honestly in good faith with a viewto our best interests. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the eventof a conflict with another corporate governance regime. If we cannot resolve any conflicts of interest or disputes between us and the shareholdersof our VIEs, we would have to rely on legal proceedings, which could result in disruption of our listing service and other business and subject us tosubstantial uncertainty as to the outcome of any such legal proceedings.If the PRC government deems that the contractual arrangements in relation to our VIEs do not comply with PRC regulatory restrictions onforeign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we couldbe subject to severe penalties or be forced to relinquish our interests in our listing service and other business.The PRC government regulates telecommunications-related businesses through strict business licensing requirements and othergovernment regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage intelecommunications-related businesses. Specifically, foreign investors are not allowed to own more than a 50% equity interest in any PRCcompany engaging in value-added telecommunications businesses. The primary foreign investor must also have experience and a good track recordin providing value-added telecommunications services overseas.Table of Contents28Because we are an exempted company with limited liability registered by way of continuation under the laws of the Cayman Islands, weare classified as a foreign enterprise under PRC laws and regulations, and our wholly foreign-owned enterprise in the PRC is a foreign investedenterprise, or FIE. Accordingly, none of these subsidiaries are eligible to operate value-added telecommunication services business in China. Weconducted our listing service business in China through one of our VIEs, Beijing Zhong Zhi Hong Yuan. We have entered into a series ofcontractual arrangements in relation to Beijing Zhong Zhi Hong Yuan, which enable us to (1) exercise effective control over Beijing Zhong ZhiHong Yuan, (2) receive substantially all of the economic benefits of Beijing Zhong Zhi Hong Yuan, and (3) have an exclusive option to purchase allor part of the equity interests and assets in Beijing Zhong Zhi Hong Yuan when and to the extent permitted by PRC law. As a result of thesecontractual arrangements, we have control over and are the primary beneficiary of Beijing Zhong Zhi Hong Yuan and hence have consolidated itsfinancial results as Beijing Zhong Zhi Hong Yuan under U.S. GAAP. We have further entered into contractual arrangements in relation toShouzheng and Beijing Zhong Zhi Academy on terms substantially similar to Beijing Zhong Zhi Hong Yuan’s agreements. For a description ofthese contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Our Contractual Arrangements.”We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. OurPRC legal counsel, Jingtian & Gongcheng, based on its understanding of the relevant laws and regulations, is of the opinion that each of thecontracts among CIH, WFOE, our VIEs and shareholders of our VIEs, is valid, binding and enforceable in accordance with its terms. However, asthere are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the Regulations on Mergersand Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, and the Telecommunications Regulations and the relevantregulatory measures concerning the telecommunications industry, there can be no assurance that the PRC government authorities, such as the MIIT,the Ministry of Commerce, or MOFCOM, or other authorities that regulate Internet content providers and other participants in thetelecommunications industry, would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing,registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. The ForeignInvestment Law was formally passed by the thirteenth National People’s Congress on March 15, 2019 and became effective on January 1, 2020.For further details of the Foreign Investment Law, please see “—Substantial uncertainties exist with respect to the implementation andinterpretation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, our listingservice and other business and results of operations.”If our corporate structure and contractual arrangements are deemed by the MIIT or MOFCOM or other regulators having competentauthority to be illegal, either in whole or in part, we may lose control of our VIEs and have to modify such structure to comply with regulatoryrequirements. However, there can be no assurance that we can achieve this without material disruption to our listing service and other business.Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, therelevant regulatory authorities would have broad discretion in dealing with such violations, including:●revoking our business and operating licenses;●levying fines on us;●confiscating any of our income that they deem to be obtained through illegal operations;●shutting down our services;●discontinuing or restricting our operations in China;●imposing conditions or requirements with which we may not be able to comply;●requiring us to change our corporate structure and contractual arrangements;●restricting or prohibiting our use of the proceeds from overseas offering to finance our VIEs’ business and operations; and●taking other regulatory or enforcement actions that could be harmful to our business.Table of Contents29Furthermore, new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to ourcorporate structure and contractual arrangements. Occurrence of any of these events could materially and adversely affect our business, results ofoperations and financial condition. In addition, if the imposition of any of these penalties or requirement to restructure our corporate structurecauses us to lose the rights to direct the activities of our VIEs or our right to receive its economic benefits, we would no longer be able toconsolidate the financial results of our VIEs in our combined and consolidated financial statements. However, we do not believe that such actionswould result in the liquidation or dissolution of our company, WFOE or our VIEs. See “Item 4. Information on the Company—C. OrganizationalStructure—Our Contractual Arrangements.”Contractual arrangements in relation to our VIEs may be subject to scrutiny by the PRC tax authorities and they may determine that our VIEsowe additional taxes, which could negatively affect our results of operations and financial condition and the value of your investment.Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge bythe PRC tax authorities. The PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax returntogether with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustmentson taxation if they have identified any related party transactions that are inconsistent with arm’s length principles.We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements in relation toour VIEs were not entered into on an arm’s length basis in such a way as to result in impermissible reduction in taxes under applicable PRC laws,regulations and rules, and adjust the income of our VIEs in the form of a transfer pricing adjustment. A transfer pricing adjustment could, amongother things, result in a reduction of expense deductions recorded by our VIEs for PRC tax purposes, which could in turn increase their taxliabilities without reducing their tax expenses. In addition, if our wholly-owned PRC subsidiary, Beijing Zhong Zhi Shi Zheng, requests theshareholders of our VIEs to transfer their equity interests in our VIEs at nominal or no value pursuant to these contractual arrangements, suchtransfer could be viewed as a gift and subject the relevant subsidiary to PRC income tax. Furthermore, the PRC tax authorities may impose latepayment fees and other penalties on our PRC subsidiary, Beijing Zhong Zhi Shi Zheng, and our VIEs for adjusted but unpaid taxes according toapplicable regulations. Our financial position could be materially and adversely affected if the tax liabilities of our PRC subsidiary, Beijing ZhongZhi Shi Zheng, and our VIEs increase, or if they are required to pay late payment fees and other penalties.We may lose the ability to use and enjoy assets held by our VIEs that are material to the operation of our listing service and other business ifthe entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.Our VIEs hold a portion of our assets. Under the contractual arrangements, our VIEs may not and their shareholders may not cause themto, in any manner, sell, transfer, mortgage or dispose of their assets or their legal or beneficial interests in the business without our prior consent.However, in the event that the shareholders of our VIEs breach these contractual arrangements and voluntarily liquidate our VIEs, or any of ourVIEs declares bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors, or are otherwise disposed of withoutour consent, we may be unable to continue certain of our business activities, which could materially and adversely affect our business, results ofoperations and financial condition. If any of our VIEs undergoes a voluntary or involuntary liquidation proceeding, independent third-partycreditors may claim rights to some or all of these assets, thereby materially and adversely affecting our listing service and other business.If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, ormisappropriate or misuse these assets, our listing service and other business may be materially and adversely affected.Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executedusing the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevantlocal branch of the SAIC. We generally execute legal documents by affixing chops or seals, rather than having the designated legal representativessign the documents.Table of Contents30We have three major types of chops—corporate chops, contract chops and finance chops. We use corporate chops generally for documentsto be submitted to government agencies, such as applications for changing business scope, directors or company name, and for legal letters. We usecontract chops for executing leases and commercial contracts. We use finance chops generally for making and collecting payments, includingissuing invoices. Use of corporate chops, contract chops finance chops must be approved by our finance department. The chops of our subsidiariesand our VIEs are generally held by the relevant entities so that documents can be executed locally. Although we usually utilize chops to executecontracts, the registered legal representatives of our subsidiaries or our VIEs have the apparent authority to enter into contracts on behalf of suchentities without chops, unless such contracts set forth otherwise.In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to thedesignated key employees of our legal, administrative or finance departments. Although we have approval procedures in place and monitor our keyemployees, including the designated legal representatives of our subsidiaries or our VIEs, the procedures may not be sufficient to prevent allinstances of abuse or negligence. There is a risk that our key employees or designated legal representatives could abuse their authority, for example,by binding our subsidiaries and our VIEs with contracts against our interests, as we would be obligated to honor these contracts if the othercontracting party acts in good faith in reliance on the apparent authority of our chops or signatures of our legal representatives. If any designatedlegal representative obtains control of the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or boardresolution to designate a new legal representative and to take legal action to seek the return of the chop, apply for a new chop with the relevantauthorities, or otherwise seek legal remedies for the legal representative’s misconduct. If any of the designated legal representatives obtains andmisuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could experience disruption to ournormal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve whiledistracting management from our operations, and our listing service and other business may be materially and adversely affected.Substantial uncertainties exist with respect to the implementation and interpretation of the newly enacted Foreign Investment Law and how itmay impact the viability of our current corporate structure, our listing service and other business and results of operations.On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which became effective on January 1, 2020and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, theSino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law. On December 26, 2019, the State Councilissued the Implementing Regulations of the Foreign Investment Law, or the Implementing Regulations of the FIL, and the Supreme People’s Courtissued the Interpretations of the Supreme People’s Court on Certain Issues Concerning the Application of the Foreign Investment Law of the PRC,or the Interpretations of the FIL, both of which came into effect since January 1, 2020. The Foreign Investment Law embodies an expected PRCregulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts tounify the corporate legal requirements for both foreign and domestic investments. However, since it is relatively new, uncertainties still exist inrelation to its interpretation and implementation, and failure to take timely and appropriate measures to cope with the regulatory-compliancechallenges could result in material and adverse effect on us. For instance, though the Foreign Investment Law does not explicitly classifycontractual arrangements as a form of foreign investment, it contains a catch-all provision under the definition of “foreign investment,” whichincludes investments made by foreign investors in China through means stipulated in laws or administrative regulations or other methodsprescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the StaleCouncil to provide for contractual arrangements as a form of foreign investment, at which time it will be uncertain whether our contractualarrangements will be deemed to be in violation of the market access requirements for foreign investment in the PRC and if yes, how our contractualarrangements should be dealt with. In addition, if future laws, administrative regulations or provisions prescribed by the State Council mandatefurther actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether wecan complete such actions in a timely manner, or at all. In the worst-case scenario, we may be required to unwind our existing contractualarrangements and/or dispose of the relevant business operations, which could have a material adverse effect on our current corporate structure, ourlisting service and other business and results of operations.Table of Contents31Risks Relating to Doing Business in ChinaChanges in China’s economic, political or social conditions or government policies could have a material adverse effect on our business andoperations.Substantially all of our operations are located in China. Accordingly, our business, financial condition, results of operations and prospectsmay be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from theeconomies of most developed countries in many respects, including the level of government involvement, level of development, growth rate,control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization ofmarket forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governancein business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC governmentcontinues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercisessignificant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations,setting monetary policy, and providing preferential treatment to particular industries or companies.While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically andamong various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China,in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growthof China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adverselyaffect our competitive position. The PRC government has implemented various measures to encourage economic growth and guide the allocationof resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financialcondition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. Inaddition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economicgrowth. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations.Uncertainties with respect to the PRC legal system could adversely affect us.The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civillaw system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legalsystem continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of theselaws, regulations and rules involves uncertainties.In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters ingeneral. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreigninvestments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may notsufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involveuncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions andcontractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy.These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims.In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments orbenefits from us.Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timelybasis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometimeafter the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion ofresources and management attention.In addition, the PRC government has recently announced its plans to enhance its regulatory oversight of Chinese companies listingoverseas. The Opinions on Intensifying Crack Down on Illegal Securities Activities issued on July 6, 2021 called for:Table of Contents32●tightening oversight of data security, cross-border data flow and administration of classified information, as well as amendmentsto relevant regulation to specify responsibilities of overseas listed Chinese companies with respect to data security andinformation security;●enhanced oversight of overseas listed companies as well as overseas equity fundraising and listing by Chinese companies; and●extraterritorial application of China’s securities laws.As the Opinions on Intensifying Crack Down on Illegal Securities Activities were recently issued, there are great uncertainties withrespect to the interpretation and implementation thereof. The Chinese government may promulgate relevant laws, rules and regulations that mayimpose additional and significant obligations and liabilities on overseas listed Chinese companies regarding data security, cross-border data flow,and compliance with China’s securities laws. It is uncertain whether or how these new laws, rules and regulations and the interpretation andimplementation thereof may affect us, but among other things, our ability and the ability of our subsidiaries to obtain external financing through theissuance of equity securities overseas could be negatively affected.The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in ouroperations and the value of our ADSs.We conduct our business primarily through our PRC subsidiaries and to a lesser extent our VIEs. Our operations in China are governed byPRC laws and regulations. The PRC government has significant oversight and discretion over the conduct of our business, and it may influence ouroperations, which could result in a material adverse change in our operation and/or the value of our ADSs. Also, the PRC government has recentlyindicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. In addition,implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline.Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we mayhave, and any limitation on the ability of our PRC subsidiaries to make payments to us and any tax we are required to pay could have amaterial and adverse effect on our ability to conduct our business.We are a Cayman Islands holding company and we may rely on dividends and other distributions on equity from our PRC subsidiaries forour cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and for services of any debtwe may incur. Our subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRCsubsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRCaccounting standards and regulations. In addition, each of our PRC subsidiaries and our VIEs is required to set aside at least 10% of its after-taxprofits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entities in China is alsorequired to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, isdetermined at the discretion of its board of directors. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt ontheir own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Anylimitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially andadversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fundand conduct our business.Table of Contents33In response to the persistent capital outflow and RMB’s depreciation against U.S. dollar in the fourth quarter of 2016, the People’s Bank ofChina, or the PBOC, and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures, includingstricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loanrepayments. For instance, the PBOC issued the Circular on Further Clarification of Relevant Matters Relating to Offshore RMB Loans Provided byDomestic Enterprises, or the PBOC Circular 306, on November 22, 2016, which provides that offshore RMB loans provided by a domesticenterprise to offshore enterprises that it holds equity interests in shall not exceed 30% of the domestic enterprise’s ownership interest in the offshoreenterprise. The PBOC Circular 306 may constrain our PRC subsidiaries’ ability to provide offshore loans to us. The PRC government may continueto strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subjected to tighter scrutiny in the future. Anylimitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our abilityto grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Seealso “—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable taxconsequences to us and our non-PRC shareholders or ADS holders.”Under China Enterprise Income Tax Law, or the EIT Law, and related regulations, dividends, interests, rent or royalties payable by aforeign-invested enterprise, such as our PRC subsidiaries, to any of its foreign non-resident enterprise investors, and proceeds from any suchforeign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless theforeign enterprise investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax.Undistributed profits earned by foreign-invested enterprises prior to January 1, 2008 are exempted from any withholding tax. Hong Kong, whereChina Index Academy Limited, the direct parent company of our PRC subsidiaries is incorporated, has a tax arrangement with China that providesfor a 5% withholding tax on dividends subject to certain conditions and requirements, such as the requirement that the Hong Kong residententerprise own at least 25% of the PRC enterprise distributing the dividend at all times within the 12-month period immediately preceding thedistribution of dividends and be a “beneficial owner” of the dividends.PRC regulations on loans to PRC entities by offshore holding companies may affect our ability to capitalize or otherwise fund our PRCoperations.Under PRC laws and regulations, we are permitted to fund our PRC subsidiaries by granting loans or making additional capitalcontributions, subject to applicable government registration and approval requirements. Any loan to our PRC subsidiaries, which are treated asforeign-invested enterprises under PRC laws, are subject to PRC regulations and foreign exchange loan registrations. According to the InterimMeasures on the Management of Foreign Debts promulgated by SAFE, the Ministry of Finance and the National Development and ReformCommission, or the NDRC, on January 8, 2003, the statutory limit for the total foreign debt amount of a foreign-invested enterprise is thedifference between the total investment amount as approved by MOFCOM or its local counterparts and the registered capital of such foreign-invested enterprise.According to the Circular of the People’s Bank of China on Matters relating to the Comprehensive Macro-prudential Management ofCross-border Financing issued by the People’s Bank of China in January 2017, or Circular 9, the maximum amount of foreign debts that anenterprise may borrow is determined by reference to its so-called risk-weighted balance of cross-border financing, and may not exceed two times ofthe net assets as indicated in such enterprise’s latest audited financial report. The risk-weighted balance of cross-border financing is calculatedbased on the enterprise’s outstanding amounts of cross-border debts in RMB and foreign currency, multiplied by risk conversion factors inaccordance with their respective remaining terms, categories and currencies.According to Notice of the National Development and Reform Commission on Promoting the Administrative Reform of the Recordationand Registration System for Enterprises’ Issuance of Foreign Debts issued by the NDRC in September 2015, and the Guide on Enterprises’Issuance of Foreign Debts issued by the NDRC on February 11, 2020, any loan we extend to our PRC subsidiaries or VIEs that are domestic PRCentities with a term of more than one year must be filed with the NDRC or its local counterparts and must be registered with SAFE or its localbranches.Table of Contents34On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of theAdministration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, or SAFE Circular 142, regulating theconversion by a foreign-invested enterprise of foreign currency registered capital into RMB by restricting how the converted RMB may be used.SAFE Circular 142 provides that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only beused for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments withinChina. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of aforeign-invested company. The use of such RMB capital may not be altered without SAFE approval, and such RMB capital may not in any case beused to repay RMB loans if the proceeds of such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary orother penalties.On March 30, 2015, SAFE promulgated the Circular on the Reform of Administration of the Payment and Settlement of Foreign CurrencyCapital of Foreign Invested Enterprises, or SAFE Circular 19, which became effective on June 1, 2015. SAFE Circular 19 abolishes the SAFECircular 142, providing that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise shall be used forpurposes within its approved business scope, and allows a foreign-invested enterprise to use the RMB capital converted from its foreign currencyregistered capital for equity investments within China.On June 9, 2016, SAFE promulgated Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies onthe Control over Foreign Exchange Settlement of Capital Account, or SAFE Circular 16, to further expand and strengthen such reform. Pursuant toSAFE Circular 19 and SAFE Circular 16, foreign-invested enterprises in the PRC are allowed to use their foreign exchange funds under capitalaccounts and RMB funds from exchange settlement for expenditures under current accounts that are within its business scope or expendituresunder capital accounts that are permitted by laws and regulations; except that, such funds shall not be used for (1) expenditures beyond theenterprise’s business scope or expenditures prohibited by laws and regulations, (2) investments in securities or investments other than principal-secured products issued by banks, (3) granting loans to non-affiliated enterprises, except where it is expressly permitted in the business license, and(4) construction or purchase of real estate for purposes other than self-use (except for real estate enterprises). Furthermore, SAFE has strengthenedits oversight of the flow and use of the capital in RMB that is converted from registered capital of a foreign-invested enterprise in foreign currency.The use of such capital in RMB may not be altered without SAFE’s approval, and such capital in RMB may not in any case be used to repay loansin RMB if the proceeds of such loans have not been used. Violations of these circulars could result in severe monetary or other penalties. Inaddition, theses circulars may significantly limit our ability to use RMB converted from the cash provided by our offshore financing activities tofund the establishment of new PRC entities by our PRC subsidiaries, to invest in or acquire any other PRC enterprise through our PRC subsidiaries,or to establish new variable interest entities in China.In light of the various requirements imposed by PRC regulations on loans to PRC entities by offshore holding companies, we may not beable to obtain the necessary government approvals with respect to future loans by us to our wholly-owned subsidiaries or our VIEs or with respectto future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability tocapitalize or otherwise fund our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund andexpand our business.Table of Contents35Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes inpolitical and economic conditions in China and by China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over thefollowing three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollarremained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. OnNovember 30, 2015, the Executive Board of the International Monetary Fund, or IMF, completed the regular five-year review of the basket ofcurrencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be afreely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and theBritish pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly in the backdrop of a surging U.S. dollar and persistentcapital outflows of China. While appreciating approximately by 7% against the U.S. dollar in 2017, the Renminbi in 2018 depreciatedapproximately by 5% against the U.S. dollar. The Renminbi further depreciated approximately by 1% against the U.S. dollar in 2019, butappreciated approximately by 7% against the U.S. dollar in 2020. With the development of the foreign exchange market and progress towardsinterest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange ratesystem and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It isdifficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollarin the future.Significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, to the extent that weneed to convert U.S. dollars we receive into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have anadverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollarsfor the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollaragainst the Renminbi would have a negative effect on the U.S. dollar amount available to us.Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered intoany material hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedgingtransactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge ourexposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability toconvert Renminbi into foreign currency.Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and ourprofitability.China’s overall economy and the average wage in China have increased in recent years and are expected to continue to grow. The averagewage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, willcontinue to increase. Unless we are able to pass on these increased labor costs to those who pay for our services, our profitability and results ofoperations may be materially and adversely affected.In addition, we have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees andpaying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemploymentinsurance and maternity insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Lawand its implementation rules, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, payingremuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminatesome of our employees or otherwise change our employment or labor practices, the PRC Labor Contract Law and its implementation rules maylimit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.In addition, certain of our employees entered into employment contracts with our affiliates other than our PRC subsidiary hiring them. We could besubject to orders by the competent labor authorities for rectification and may be required to pay two times monthly wages to these employees andindemnify these employees for the loss and damage suffered by them.Table of Contents36In October 2010, the Standing Committee of the National People’s Congress promulgated the PRC Social Insurance Law, effective July 1,2011 and amended on December 29, 2018. On April 3, 1999, the State Council promulgated the Regulations on the Administration of HousingFunds, which was amended on March 24, 2002 and March 24, 2019. Companies registered and operating in China are required under the SocialInsurance Law and the Regulations on the Administration of Housing Funds to, apply for social insurance registration and housing fund depositregistration within 30 days of their establishment and, to pay for their employees different social insurance including pension insurance, medicalinsurance, work-related injury insurance, unemployment insurance and maternity insurance to the extent required by law. However, certain of ourPRC subsidiaries did not make adequate social insurances and housing reserve fund contributions for certain employees or have not applied for andobtained such registration, and instead of paying the social insurance payment on their own for their employees, certain of our PRC subsidiaries usethird-party agencies to pay in the name of such agency.As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that ouremployment practices do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or governmentinvestigations. We cannot assure you that we have complied or will be able to comply with all labor-related law and regulations regarding includingthose relating to obligations to make social insurance payments and contribute to the housing provident funds. If we are deemed to have violatedrelevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financialcondition and results of operations will be adversely affected.The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreigninvestors, which could make it more difficult for us to pursue growth through acquisitions in China.The M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerningmergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investorsmore time consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change-of-controltransaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that MOFCOMshall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued byMOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense andsecurity” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise“national security” concerns are subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review,including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiringcomplementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete suchtransactions could be time consuming, and any required approval processes, including obtaining approval from MOFCOM or its local counterpartsmay delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.Table of Contents37PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficialowners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investmentand Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the formercircular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to registerwith local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseasinvestment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests,referred to in SAFE Circular 37 as a “special purpose vehicle.” Pursuant to SAFE Circular 37, “control” refers to the act through which a PRCresident obtains the right to carry out business operation of, to gain proceeds from or to make decisions on a special purpose vehicle by means of,among others, shareholding entrustment arrangement. SAFE Circular 37 further requires amendment to the registration in the event of anysignificant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, sharetransfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehiclefails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profitdistributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle maybe restricted in its ability to contribute additional capital into its PRC subsidiaries. Moreover, failure to comply with the various SAFE registrationrequirements described above could result in liability under PRC law for evasion of foreign exchange controls. According to the Notice on FurtherSimplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 by SAFE, localbanks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration andamendment registration, under SAFE Circular 37 from June 1, 2015.We are aware that Mr. Vincent Tianquan Mo, controlling shareholder of CIH and a PRC resident, has not completed the registration as ofthe date of this annual report. We have notified all PRC residents or entities who directly or indirectly hold shares in our Cayman Islands holdingcompany and who are known to us as being PRC residents to complete the foreign exchange registrations. However, we may not be informed of theidentities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to complywith SAFE registration requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents orentities have complied with, and will in the future make, obtain or update any applicable registrations or approvals required by, SAFE regulations.Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations ofour PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRCsubsidiaries’ ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business andprospects.PRC regulations on overseas investment by PRC enterprises may limit our outbound investment or otherwise expose us to liabilities andpenalties under PRC laws.Overseas direct investments by PRC enterprises are under the supervision of MOFCOM, the NDRC and SAFE, and shall be subject torelevant regulatory rules such as the Administrative Measures for the Outbound Investment of Enterprises promulgated by the NDRC onDecember 26, 2017, the Administrative Measures for Outbound Investment promulgated by the MOFCOM on September 6, 2014 and the Circularof the State Administration of Foreign Exchange on Further Simplifying and Improving the Direct Investment-related Foreign ExchangeAdministration Policies promulgated by SAFE on February 13, 2015. Where PRC enterprises make overseas direct investment, they shall file withor obtain the approval from MOFCOM and the NDRC, or their local counterparts, and complete the registration with relevant banks. In the eventthat the PRC enterprise fails to fulfill the procedures prescribed by the relevant authorities, such PRC enterprise may face the risks including thesuspension or cessation of the implementation of the outbound projects, corrections within required time limits, warnings to the PRC enterprise andrelevant responsible persons and other penalties.Table of Contents38As of the date of this annual report, we have obtained the required approvals in connection to the incorporation of an offshore company byone of our PRC subsidiaries, and are in compliance with the outbound direct investment requirements in the PRC. From time to time, we need toapply for or update our filings with relevant government authorities. However, we may not always be able to make applications or update ourfilings in compliance with the outbound direct investment requirements, nor can we ensure you that such applications or update of filings will besuccessful. Moreover, new laws and regulations may be promulgated in China to regulate outbound direct investments. If these new laws andregulations are promulgated, certain registration and/or cost of compliance may be required, and any failure to comply with the relevant outbounddirect investment requirements or any delay in the process may prevent our PRC subsidiary from investing in such overseas entity or cause delay inour payment to such overseas entity.Any failure to comply with PRC regulations regarding the registration requirements for employee share incentive plans may subject the PRCplan participants or us to fines and other legal or administrative sanctions.Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies maysubmit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In themeantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for acontinuous period of not less than one year, subject to limited exceptions, and who have been granted share-based awards by us, may follow theNotices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of OverseasPublicly-Listed Company, or Circular 7, promulgated by SAFE in 2012. Pursuant to the Circular 7, PRC citizens and non-PRC citizens who residein China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of suchoverseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters inconnection with the exercise or sale of stock options and the purchase or sale of shares and interests. We, our directors, our executive officers andother employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been grantedshare-based awards are subject these regulations.From time to time, we need to apply for or update our registration with the SAFE or its local branches on behalf of our employees whoreceive options or other equity-based incentive grants under our share incentive plans or material changes in our share incentive plan. However, wemay not always be able to make applications or update our registration on behalf of our employees who hold any type of share incentive awards incompliance with Circular 7, nor can we ensure you that such applications or update of registration will be successful. If we or the participants ofour share incentive plans who are PRC citizens fail to comply with Circular 7, we and/or such participants of our share incentive plans may besubject to fines and legal sanctions, there may be additional restrictions on the ability of such participants to exercise their share options or remitproceeds gained from sale of their shares into the PRC, and we may be prevented from further granting share incentive awards under our shareincentive plans to our employees who are PRC citizens.Table of Contents39The State Administration of Taxation, or SAT, has issued certain circulars concerning employee share options and restricted shares. Underthese circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individualincome tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant taxauthorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail towithhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRCgovernmental authorities.If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequencesto us and our non-PRC shareholders or ADS holders.Under the EIT Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” withinthe PRC is considered a “resident enterprise” and will be subject to PRC enterprise income tax on its global income at the rate of 25%. Theimplementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall managementover the business, productions, personnel, accounts and properties of an enterprise. In 2009, SAT issued a circular, known as SAT Circular 82,which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that isincorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRCenterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect SAT’s general position onhow the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SATCircular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident byvirtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of thefollowing conditions are met: (1) the primary location of the day-to-day operational management is in the PRC; (2) decisions relating to theenterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (3) the enterprise’sprimary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and(4) at least 50% of voting board members or senior executives habitually reside in the PRC.We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of anenterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “defacto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes,we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including theholders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to PRC tax at a rate of 10% ongains realized on the sale or other disposition of ADSs or ordinary shares at a rate of 10%, if such income is treated as sourced from within thePRC. Furthermore, if PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, dividends paid to ournon-PRC individual shareholders (including our ADS holders) and any gain realized on the transfer of ADSs or ordinary shares by suchshareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us), if such gains aredeemed to be from PRC sources. These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of ourcompany would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treatedas a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs.Our ADSs may be delisted under the Holding Foreign Companies Accountable Act if the U.S. Public Company Accounting Oversight Board, orthe PCAOB, is unable to inspect auditors who are located in China. The delisting of our ADSs, or the threat of their being delisted, maymaterially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives ourinvestors with the benefits of such inspections.The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if theSEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOBfor three consecutive years beginning in 2021, the SEC shall prohibit our ADSs from being traded on a national securities exchange or in the overthe counter trading market in the United States.Table of Contents40Our independent registered public accounting firm that issues the audit report included in our annual report filed with the SEC, as auditorsof companies that are traded publicly in the United States and a firm registered with the U.S. Public Company Accounting Oversight Board, or thePCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of theUnited States and professional standards. Because our auditors are located in China, a jurisdiction where the PCAOB is currently unable to conductinspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB.On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCA Act. We will not be required to comply with these rules until the SEC has identified us as having a “non-inspection”year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act,including the listing and trading prohibition requirements described above.On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reducethe number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.On September 22, 2021, the PCAOB adopted a new rule related to its responsibilities under the HFCA Act, which provides a frameworkfor the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registeredpublic accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The new rulewas approved by the SEC on November 5,2021 and became effective on the same day.The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example,on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors fromSignificant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement fiverecommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate.Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendationswere more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspection, the report recommended that thetransition period before a company would be delisted would end on January 1, 2022.The interim final rules became effective on May 5, 2021. It is unclear when the SEC will complete its final rulemaking and when suchfinal rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation inaddition to the requirements of the HFCA Act are uncertain. Such uncertainty could cause the market price of our ADSs to be materially andadversely affected, and our securities could be delisted or prohibited from being traded “over-the-counter” earlier than would be required by theHFCA Act. If our securities are unable to be listed on a securities exchange outside the jurisdiction of the United States by then, such a delistingwould substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with apotential delisting would have a negative impact on the price of our ADSs.The PCAOB’s inability to conduct inspections in China prevents it from fully evaluating the audits and quality control procedures of ourindependent registered public accounting firm. As a result, we and investors in our ADSs are deprived of the benefits of such PCAOB inspections.The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independentregistered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to thePCAOB inspections, which could cause investors and potential investors in our ADSs to lose confidence in our audit procedures and reportedfinancial information and the quality of our financial statements.Proceedings instituted by the SEC against certain China-based accounting firms, including our independent registered public accounting firm,could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act.Table of Contents41In January 2014, Judge Cameron Elliot, a SEC administrative law judge, issued an initial decision suspending the Chinese member firmsof the “Big Four” accounting firms, including our independent registered public accounting firm, from, among other things, practicing before theSEC for six months. In February 2014, the initial decision was appealed. While under appeal and in February 2015, the Chinese member firms of“Big Four” accounting firms reached a settlement with the SEC. As part of the settlement, each of the Chinese member firms of “Big Four”accounting firms agreed to settlement terms that include a censure; undertakings to make a payment to the SEC; procedures and undertakings as tofuture requests for documents by the SEC; and possible additional proceedings and remedies should those undertakings not be adhered to.Had the settlement terms not been adhered to, Chinese member firms of “Big Four” accounting firms could have been suspended frompracticing before the SEC which could in turn delay the timely filing of our financial statements with the SEC. In addition, it could be difficult forus to timely identify and engage another registered public accounting firm to audit and issue an opinion on our financial statements. A delinquencyin our filings with the SEC may result in the delisting of our shares from the NASDAQ or deregistration from the SEC, or both, which wouldsubstantially reduce or effectively terminate the trading of our shares in the United States and could adversely harm our reputation and have othermaterial adverse effects on our overall growth and prospect.You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China basedon United States or other foreign laws against us or our management.We are an exempted company with limited liability registered by way of continuation under the laws of the Cayman Islands. We conductour operations in China and substantially all of our assets are located in China. In addition, certain of our directors and executive officers reside inChina, and most of the assets of these persons are located within China. As a result, it may not be possible to effect service of process within theUnited States or elsewhere outside China upon these directors and executive officers, including with respect to matters arising under U.S. federalsecurities laws or applicable state securities laws. Our PRC legal counsel has advised us that the recognition and enforcement of foreign judgmentsare provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with therequirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocitybetween jurisdictions. Currently, there are no treaties between the United States and China for the recognition or enforcement of U.S. courtjudgments in China. As a result, recognition and enforcement in China of judgments of a court in the United States or any other jurisdiction inrelation to any matter not subject to a binding arbitration agreement may be difficult. Pursuant to the PRC Civil Procedure Law, any matter,including matters arising under U.S. federal securities laws, in relation to assets or personal relationships may be brought as an original action inChina, only if the institution of such action satisfies the conditions specified in the PRC Civil Procedure Law. As a result of the conditions set forthin the PRC Civil Procedure Law and the discretion of the PRC courts to determine whether the conditions are satisfied and whether to accept theaction for adjudication, there remains uncertainty as to whether an investor will be able to bring an original action in a PRC court based on U.S.federal securities laws. In addition, in the event that foreign judgments contravene the basic principles of laws of China, endanger PRC statesovereignty or security, or are in conflict with the public interest of China, PRC courts will not recognize and enforce such foreign judgments.You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we areregistered under Cayman Islands law and conduct our operations primarily in China.We are an exempted company with limited liability registered by way of continuation under the laws of the Cayman Islands. Our corporateaffairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common lawof the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties ofour directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of theCayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law ofEngland, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of ourshareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes orjudicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws thanthe United States. Some states in the United States, such as Delaware, have more fully developed and judicially interpreted bodies of corporate lawthan the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal courtof the United States.Table of Contents42Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporaterecords (other than our memorandum and articles of association, our register of mortgages and charges and special resolutions of our shareholders)or to obtain copies of lists of shareholders of these companies. Our directors have discretion to determine whether or not, and under whatconditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This maymake it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxiesfrom other shareholders in connection with a proxy contest.Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements forcompanies incorporated in other jurisdictions such as the United States. If we choose to follow home country practice in the future, ourshareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.In addition, we conduct substantially all of our business operations in China, and substantially all of our directors and senior managementare based in China. The SEC, U.S. Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actionsagainst non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China.Additionally, our public shareholders may have limited rights and few practical remedies in emerging markets where we operate, as shareholderclaims that are common in the United States, including class action securities law and fraud claims, generally are difficult or impossible to pursueas a matter of law or practicality in many emerging markets, including China.As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken bymanagement, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated inthe United States.Risks Relating to the Separation from Fang and Our Relationship with FangWe have a limited operating history as an independent company upon which you can evaluate us.We were separated from Fang as an independent company in June 2019. Our limited operating history as a stand-alone entity makes itdifficult to accurately assess our business and future prospects. Our ability to satisfy our obligations and achieve profitability will be primarilydependent upon the future performance of our business, and we are not able to rely upon the revenues, capital resources and cash flows of Fang. Inaddition, we historically cooperated with Fang to operate our commercial property-related business and are in the process of migrating suchbusiness to our own website, 3fang.com and 3fang mobile application. See “Item 7. Major Shareholders and Related Party Transactions—B.Related Party Transactions—Separation and Distribution Related Agreements—Business Cooperation Agreement.”Fang and we may fail to perform under certain transaction agreements that are executed as part of the separation and distribution, and we maynot have necessary systems and services in place when these transaction agreements expire.In connection with the separation and distribution, Fang and we have entered into several agreements, including separation anddistribution agreement and related ancillary agreements. The separation and distribution agreement and related ancillary agreements determine,among other things, the allocation of business, assets and liabilities between us and Fang following the separation and distribution for thoserespective areas and include any necessary indemnifications related to liabilities and obligations. See “Item 7. Major Shareholders and RelatedParty Transactions—B. Related Party Transactions—Separation and Distribution Related Agreements” for details of the agreements between Fangand us in connection with the separation and distribution. If Fang is unable to satisfy its obligations under these agreements, we could incuroperational difficulties or losses that could have a material and adverse effect on our business, financial condition and results of operations.Potential indemnification liabilities owing to Fang pursuant to the separation and distribution agreement could materially and adversely affectour business, financial condition and results of operations.The separation and distribution agreement provides for, among other things, indemnification obligations generally designed to make usfinancially responsible for, among others, certain liabilities associated with our business, certain guarantee, indemnification and tax liabilities, aswell as any breach by us of the separation and distribution agreement and related ancillary agreements as well asTable of Contents43any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be statedtherein or necessary to make the statements therein not misleading, with respect to all information contained in any disclosure document thatdescribes the separation or the distribution or us and our subsidiaries or primarily relates to the transactions contemplated by the separation anddistribution agreement, subject to certain exceptions. If we are required to indemnify Fang under the circumstances set forth in the separation anddistribution agreement, we may be subject to substantial liabilities. See “Item 7. Major Shareholders and Related Party Transactions—B. RelatedParty Transactions—Separation and Distribution Related Agreements— Separation and Distribution Agreement—Claims and indemnification.”In connection with the separation and distribution, Fang will indemnify us for certain liabilities. However, we cannot assure you that theindemnity will be sufficient to insure us against the full amount of such liabilities, or that Fang’s ability to satisfy its indemnification obligationwill not be impaired in the future.Pursuant to the separation and distribution agreement and related ancillary agreements, Fang will indemnify us for certain liabilities asdiscussed further in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Separation and DistributionRelated Agreements—Separation and Distribution Agreement—Claims and indemnification.” However, third parties could also seek to hold usresponsible for any of the liabilities that Fang has agreed to retain, and we cannot assure you that the indemnity from Fang will be sufficient toprotect us against the full amount of such liabilities, or that Fang will be able to fully satisfy its indemnification obligations. In addition, Fang’sinsurers may attempt to deny us coverage for liabilities associated with certain occurrences of indemnified liabilities prior to the separation anddistribution. Moreover, even if we ultimately succeed in recovering from Fang or such insurance providers any amounts for which we are heldliable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our business, financial position, results ofoperations and cash flows.Fang’s creditors may seek to hold us liable for certain of its obligations.We may continue to be liable for certain obligations of Fang that exist at the time of the separation and distribution, but only to the extentthat Fang fails to satisfy such liabilities. For example, in connection with our separation from Fang, we issued a warrant to each of the holders ofcertain convertible notes issued by Fang, and provided a guarantee for the benefit of such holders, under which we would be liable to the paymentobligations under the convertible notes. On November 13, 2020, a winding-up petition was presented to the Grand Court of the Cayman Islandsagainst Fang by certain shareholders of Fang. As a result of the winding-up petition and pursuant to the terms of the convertible notes, theoutstanding principal of, and accrued and unpaid interest on the convertible notes, which were originally due in 2022, became due and payable onDecember 13, 2020. We were liable for the payment obligations under the convertible notes pursuant to the guarantee we provided to theconvertible notes holders in connection with our separation from Fang. In 2021, we entered into settlement deeds with Fang and the convertiblenotes holders. Pursuant to the settlement deeds, Fang and we each agreed to repay 50% of the outstanding principal and unpaid interest byinstallment in 2021 to the convertible notes holders. As of the date of this annual report, the convertible notes have been fully repaid. For details ofthe convertible notes and settlement deeds, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”In addition, in the event that Fang fails to satisfy obligations to its creditors existing at the time of the separation and distribution, it ispossible that those creditors may seek to recover from us, claiming that we remain liable to satisfy such obligations. While we believe we wouldprevail against any such claim, litigation is inherently costly and uncertain and could have an adverse effect on our financial position.Table of Contents44We may be subject to liabilities under contracts entered into by Fang as a result of the separation and distribution.Fang has entered into various business, financing and other contracts in the ordinary course of business. Some of the contracts requireFang to notify or seek prior consent from the counterparties in connection with material changes to Fang’s business operations or corporatestructure. Fang has notified us that they believe that they have carried out their contractual obligations and are not otherwise in material default orviolation of those contracts. If any contractual counterparties find Fang in default or violation due to failure to notify them or seek their priorconsent in connection with the separation and distribution or otherwise, they may terminate their business relationship with Fang or us, declare anyrepayment obligations immediately due and/or pursue legal actions against Fang or us, which may materially and adversely affect our businessoperations, financial condition and results of operations.A court could require that we assume responsibility for obligations allocated to Fang under the separation and distribution agreement.Under the separation and distribution agreement and related ancillary agreements, each of Fang and our company is generally responsiblefor the debts, liabilities and other obligations related to the business or businesses which we own and operate. Although we do not expect to beliable for any obligations that are not allocated to us under the separation and distribution agreement, a court could disregard the allocation agreedto between the parties, and require that we assume responsibility for obligations allocated to Fang (for example, tax liabilities), particularly if Fangwere to refuse or were unable to pay or perform the allocated obligations.Certain of our directors and executive officers may have actual or potential conflicts of interest because of their previous or continuingpositions at Fang.Our chairman, Mr. Vincent Tianquan Mo, is also the chairman of Fang. This relationship could create, or appear to create, conflicts ofinterest when Mr. Vincent Tianquan Mo is faced with decisions with potentially different implications for Fang and us, especially with regarding toour business cooperation with Fang. Directors of our company are required by law to act honestly and in what they consider in good faith to be inour best interests and to disclose any interest that they may have in any of our projects or opportunities. In addition, we have adopted a code ofethics and an audit committee charter. The code of ethics provides that an interested director needs to refrain from participating in any discussionamong senior officers of our company relating to an interested business and may not be involved in any proposed transaction with such interestedbusiness. Furthermore, the audit committee charter provides that most related party transactions must be pre-approved by the audit committee,which consists entirely of independent directors. Our audit committee charter, however, exempts the pre-approval requirement for related partytransactions that are immaterial to us or not unusual by nature. In the event of such transactions with Fang, Mr. Mo will still be entitled to vote inour board meeting, and we cannot assure you that Mr. Mo’s decision will not be impacted by any potential conflict of interest arising from hisrelationship with Fang.Because of their current or former positions with Fang, certain of our directors and executive officers own Fang ordinary shares or holdFang’s equity awards. Even though our board of directors currently consists of a majority of directors who are independent, and our executiveofficers had ceased to be employees of Fang, some of our directors and executive officers will continue to have a financial interest in Fang’sordinary shares or equity awards.Table of Contents45Risks Relating to the ADSsThe trading price of the ADSs may be volatile, which could result in substantial losses to you.The trading price of the ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happenbecause of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deterioratingfinancial results of other listed companies based in China. The securities of some of these companies have experienced significant volatility sincetheir listing, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinesecompanies’ securities after their listing may affect the attitudes of investors toward Chinese companies listed in the United States, whichconsequently may impact the trading performance of the ADSs, regardless of our actual operating performance. In addition, any negative news orperceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companiesmay also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conductedany inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that arenot related to our operating performance, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008,early 2009, the second half of 2011, 2015 and in early 2020, which may have a material and adverse effect on the trading price of our ADSs. Inaddition to the above factors, the price and trading volume of the ADSs may be highly volatile due to multiple factors, including the following:●regulatory developments affecting us or our industry;●announcements of studies and reports relating to the quality of our credit offerings or those of our competitors;●changes in the economic performance or market valuations of other similar companies or real estate related companies;●actual or anticipated fluctuations in our results of operations and changes or revisions of our expected results;●changes in financial estimates by securities research analysts;●publication of research reports about us or our industry, or the failure of securities analysts to cover our ADSs after the separation;●announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures,capital raising or capital commitment;●additions to or departures of our senior management or key employees;●fluctuations of exchange rates between the Renminbi and the U.S. dollar;●adverse market reaction to any indebtedness we may incur or securities we may issue in the future;●actions by shareholders;●changes or proposed changes in laws, regulations or polices, or differing interpretations thereof, affecting our business or industry orreal estate related business and industries, or enforcement of these laws, regulations and policies, or announcements relating tothese matters;●adverse publicity about our industry or real estate related industries generally, or particularly scandals relating to the industry,specifically;●litigation and governmental investigations;●general market and economic conditions;Table of Contents46●release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and●sales or perceived potential sales of additional ordinary shares or ADSs.Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. This volatility couldprevent a shareholder seeking to sell the ADSs from being able to sell the ADSs at or above the price at which the ADSs were purchased.In the past, shareholders of public companies have often brought securities class action suits against those companies following periods ofinstability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’sattention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm ourresults of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in thefuture. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverseeffect on our financial condition and results of operations.Because we do not currently expect to pay cash dividends in the foreseeable future, you may not receive any return on your investment unlessyou sell your ADSs.We do not have any present plan to pay any dividends on our ordinary shares or ADSs in the foreseeable future. See “Item 8. FinancialInformation—A. Combined and Consolidated Statements and Other Financial Information— Dividend Policy.” Therefore, you should not rely onowning our ordinary shares or ADSs as a source for any future dividend income.Our board of directors has complete discretion as to whether to distribute dividends. Our shareholders may declare dividends, but theamount of such dividends may not exceed the amount recommended by our board of directors. Even if our board of directors decides to declare andpay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations andcash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition,contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your ownership of our ordinaryshares or ADSs will likely depend entirely upon any future price appreciation of the ADSs or ordinary shares. There is no guarantee that the ADSsor ordinary shares will appreciate in value or even maintain the price at which you being distributed our ordinary shares or ADSs.Your percentage of ownership in our company may be diluted in the future. Substantial future sales or perceived potential sales of the ADSs inthe public market could cause the price of the ADSs to decline.Sales of the ADSs in the public market, or the perception that these sales could occur, could cause the market price of the ADSs to declinesignificantly. All of our outstanding ADSs are freely transferable by persons other than our “affiliates” without restriction or additional registrationunder the Securities Act. If any existing shareholder or shareholders sell a substantial amount of ADSs, the prevailing market price for our ADSscould be adversely affected. Such sales also might make it more difficult for us to sell in the future at a time and price that we deem appropriate.In the future, your percentage ownership in our company may be diluted because of equity awards that we will be granting to ourdirectors, officers and employees or otherwise as a result of equity issuance for acquisitions or capital market transactions. Such awards will have adilutive effect on our earnings per share, which could adversely affect the market price of the ADSs. These sales, or the possibility that these salesmay occur, also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that wedeem appropriate.Table of Contents47In addition, our memorandum and articles of association authorize us to issue, without the approval of the our shareholders, one or moreclasses or series of preferred shares that have such designation, powers, preferences and relative, participating, optional and other special rights,including preferences over our ordinary shares respecting dividends and distributions, as our board of directors generally may determine. The termsof one or more classes or series of preferred shares could dilute the voting power or reduce the value of our ordinary shares. For example, inconnection with the separation and distribution, we have issued a warrant to each of the holders of the convertible notes issued by Fang, whichentitles them to purchase for nominal consideration such number of our Class A ordinary shares as calculated based on the number of Fang Class Aordinary shares upon the assumed conversion of the convertible notes immediately prior to or on the record date, being May 28, 2019, the dayimmediately prior to the distribution, if and only if such holders subsequently decide to convert the convertible notes. We cannot predict the timingor size of any future issuance of our shares or the effect, if any, that future issuance and sales of our shares may have on the market price of ourshares. Sales or distributions of substantial amounts of our shares, or the perception that such sales could occur, may cause the market price of ourshares to decline.We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempted from certain provisionsapplicable to U.S. domestic public companies.Because we are a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the securities rules andregulations in the United States that are applicable to United States domestic issuers, including: (1) the rules under the Exchange Act requiring thefiling with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (2) the sections of the Exchange Act regulating thesolicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (3) the sections of the Exchange Actrequiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in ashort period of time; and (4) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publishour results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the NASDAQ. Press releases relating tofinancial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with orfurnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by United States domestic issuers. As aresult, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domesticissuer.We are an emerging growth company and may take advantage of certain reduced reporting requirements.We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from variousrequirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required tocomply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company.As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they maydeem important.The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accountingstandards until such date that a private company is otherwise required to comply with such new or revised accounting standards. As a result, whilewe are an emerging growth company, we will not be subject to new or revised accounting standards at the same time that they become applicable toother public companies that are not emerging growth companies.We are a “controlled company” under the rules of the NASDAQ and, as a result, qualify for exemptions from certain corporate governancerequirements that provide protection to shareholders of other companies.Mr. Vincent Tianquan Mo controls approximately 62.2% of the voting rights of our company as of October 31, 2021. As a result, wequalify as a “controlled company” within the meaning of applicable corporate governance standards. Under the NASDAQ Stock Market Rules, acompany of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may electnot to comply with certain corporate governance requirements, including the requirement that we have a majority of independent directors on ourboard of directors. We have elected to rely on such exemptions under the NASDAQ Stock Market Rules available to controlled companies.Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the applicable corporategovernance requirements.Table of Contents48As a company registered in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governancematters that differ significantly from the NASDAQ corporate governance requirements; these practices may afford less protection toshareholders than they would enjoy if we complied fully with the NASDAQ corporate governance requirements.As a Cayman Islands exempted company listed on the NASDAQ, we are subject to the NASDAQ corporate governance requirements.The NASDAQ market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certaincorporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NASDAQ corporategovernance requirements.For instance, we are not required to: (1) have a majority of the board be independent; (2) have a compensation committee or a nominatingand corporate governance committee consisting entirely of independent directors; or (3) have regularly scheduled executive sessions with onlyindependent directors each year.We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governancerequirements of the NASDAQ.Concentration of voting power in Mr. Vincent Tianquan Mo, our ultimate controlling shareholder and chairman, may prevent new investorsfrom influencing significant corporate decisions. The interests of Mr. Vincent Tianquan Mo may differ from the interests of our othershareholders.As of October 31, 2021, Mr. Vincent Tianquan Mo, our ultimate controlling shareholder and chairman, ultimately control approximately62.2% of our voting power. As a result, Mr. Vincent Tianquan Mo has a controlling influence in matters submitted to a vote of our shareholders,including matters such as adoption of the annual financial statements, declarations of annual dividends, the election and removal of the members ofour Board, capital increases and amendments to our articles of association. This control could also have the effect of delaying or preventing achange of control of our company or changes in management and will make the approval of certain transactions difficult or impossible without thesupport of Mr. Vincent Tianquan Mo. The interests of Mr. Vincent Tianquan Mo may also in certain cases differ from those of other shareholders.Holders of ADSs may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise thoserights.Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlyingClass A ordinary shares in accordance with the provisions of the deposit agreement. Under our articles of association, the minimum notice periodrequired to convene a general meeting is seven days. When a general meeting is convened, holders of ADSs may not receive sufficient notice of ashareholders’ meeting to permit the holders to withdraw their Class A ordinary shares to allow them to cast their vote with respect to any specificmatter. In addition, the depositary and its agents may not be able to send voting instructions to the holders of ADSs or carry out their votinginstructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to the holders of ADSs in atimely manner, but there can be no assurance that they will receive the voting materials in time to ensure that they can instruct the depositary tovote their ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for themanner in which any vote is cast or for the effect of any such vote. As a result, holders of ADSs may not be able to exercise their right to vote andmay lack recourse if their ADSs are not voted as they requested. In addition, in their capacity as an ADS holder, they will not be able to call ashareholders’ meeting.Rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and the deposit agreementmay be amended or terminated without consent of the holders of ADSs.Table of Contents49Under the deposit agreement, any action or proceeding against or involving the depositary, arising out of or based upon the depositagreement or the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in a state or federal court in New York,New York, and holders of the ADSs will have irrevocably waived any objection which they may have to the laying of venue of any suchproceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. Notwithstanding the foregoing,the depositary may, in its sole discretion, elect to institute any action, controversy, claim or dispute directly or indirectly based on, arising out of orrelating to the deposit agreement or the ADRs or the transactions contemplated thereby in any competent court in the Cayman Islands, Hong Kong,China and/or the United States, or, by having such disputes referred to and finally resolved by an arbitration either in New York, New York or inHong Kong, subject to certain exceptions solely related to the aspects of such claims that are related to U.S. federal securities law, in which case theresolution of such aspects may, at the option of such registered holder of the ADSs, remain in state or federal court in New York, New York. Also,we may amend or terminate the deposit agreement without consent of the holders of ADSs. If holders of ADSs continue to hold their ADSs after anamendment to the deposit agreement, they agree to be bound by the deposit agreement as amended.Rights of holders of ADSs to participate in any future rights offerings may be limited, which may cause dilution to your holdings.We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rightsavailable to holders of ADSs in the United States unless we register both the rights and the securities to which the rights relate under the SecuritiesAct or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available toholders of ADSs unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Actor exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights orsecurities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemptionfrom registration under the Securities Act. Accordingly, holders of ADSs may be unable to participate in our rights offerings in the future and mayexperience dilution in their holdings.Holders of ADSs may not receive cash dividends if the depositary decides it is impractical to make them available to them.The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our Class A ordinaryshares or other deposited securities, and we do not have any present plan to pay any cash dividends in the foreseeable future. See “Item 8. FinancialInformation—A. Combined and Consolidated Statements and Other Financial Information— Dividend Policy.” To the extent that there is adistribution, the depositary of our ADSs has agreed to pay to holders of ADSs the cash dividends or other distributions it or the custodian receiveson our Class A ordinary shares or other deposited securities after deducting its fees and expenses. Holders of ADSs will receive these distributionsin proportion to the number of Class A ordinary shares their ADSs represent. However, the depositary may, at its discretion, decide that it isinequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is notpracticable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. Inthese cases, the depositary may decide not to distribute such property to holders of ADSs.Holders of ADSs may be subject to limitations on transfer of their ADSs.The ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from timeto time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer orregister transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems itadvisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement,or for any other reason.Our memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, whichcould limit our shareholders’ opportunity to sell their shares, including Class A ordinary shares represented by our ADSs, at a premium.Table of Contents50Our memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause usto engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell theirshares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer orsimilar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares inone or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and thequalifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidationpreferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of ADS or otherwise.Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal ofmanagement more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and otherrights of the holders of our Class A ordinary shares and ADSs may be materially and adversely affected.ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorableoutcomes to the plaintiff(s) in any such action.The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by applicablelaw, ADSs holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, theADSs or the deposit agreement, including any claim under the U.S. federal securities laws.If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceablebased on the facts and circumstances of that case in accordance with the applicable state and federal law. The enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United StatesSupreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws ofthe State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has exclusive jurisdictionover matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courtswill generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case withrespect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before enteringinto the deposit agreement.Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the depositagreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficialowner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules andregulations promulgated thereunder.Certain judgments obtained against us by our shareholders may not be enforceable.We are an exempted company registered by way of continuation under the laws of the Cayman Islands. All of our assets are locatedoutside the United States. In addition, most of our directors and executive officers and the experts named in this annual report reside outside theUnited States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States, in the eventthat you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing anaction of this kind, the laws of the Cayman Islands, China or other relevant jurisdiction may render you unable to enforce a judgment against ourassets or the assets of our directors and officers and/or their assets.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change ofcontrol transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.Table of Contents51Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares (with a third class of undesignated shares).Holders of Class A ordinary shares are be entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share.Due to the disparate voting powers attached to these two classes of ordinary shares, as of October 31, 2021, Mr. Vincent Tianquan Mo beneficiallyowned approximately 27.2% of our total ordinary shares and approximately 62.2% of the voting power of our outstanding shares. Therefore,Mr. Vincent Tianquan Mo has decisive influence over matters requiring shareholders’ approval, including election of directors and significantcorporate transactions, such as a merger or sale of our company or our assets. This concentrated control will limit your ability to influencecorporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders ofClass A ordinary shares and ADSs may view as beneficial.We may be classified as a passive foreign investment company for United States federal income tax purposes, which could result in adverseUnited States federal income tax consequences to United States investors in the ADSs or ordinary shares.We will be classified as a “passive foreign investment company,” or PFIC, if, in the case of any particular taxable year, either (1) 75.0% ormore of our gross income for such year consists of certain types of passive income, or (2) 50.0% or more of the average quarterly value of ourassets during such year produce or are held for the production of passive income. Although the law in this regard is unclear, we treat our VIEs asbeing owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of our VIEs butalso because we are entitled to substantially all of its economic benefits, and, as a result, we consolidate its results of operation in our financialstatements. Assuming that we are the owner of our VIEs for United States federal income tax purposes and further assuming that we can rely oncertain proposed U.S. Treasury regulations described in “Item 10. Additional Information—E. Taxation—U.S. Federal Income Taxation—Status asa PFIC,” and based upon our current income and assets, we do not believe that we were classified as a PFIC for the taxable year ended December31, 2020, and at this time we are unable to determine whether we will be classified as a PFIC for the taxable year ending December 31, 2021 or anyfuture taxable year.The determination of whether we are or will be a PFIC may also depend, in part, on the quarterly market value of our ADSs, which issubject to change, and on how, and how quickly, we use our liquid assets. Under circumstances where the market value of our ADSs declinessignificantly or we retain significant amounts of liquid assets, or if our affiliated entities were not treated as owned by us for United States federalincome tax purposes or we were unable to rely on the proposed U.S. Treasury regulations referenced above, our risk of being classified as a PFICmay substantially increase. The application of the proposed U.S. Treasury regulations is not entirely clear at this time. Accordingly, whether theassumption that we can rely on the proposed U.S Treasury regulations holds is uncertain. Because there are uncertainties in the application of therelevant rules and PFIC status is a factual determination made annually after the close of each taxable year, we cannot assure you that we will notbe a PFIC for the taxable year ending December 31, 2021 or any future taxable year.If we are a PFIC for any taxable year during a U.S. Holder’s holding period for our ordinary shares or ADSs, such status could result inadverse U.S. federal income tax consequences to such U.S. Holder. For example, if we are or become a PFIC, a U.S. Holder may become subject toincreased tax liabilities under U.S. federal income tax laws and regulations, as noted above, and will become subject to burdensome reportingrequirements. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Taxation.” There can be no assurance that we will not bea PFIC for our current or any future taxable year.ITEM 4. INFORMATION ON THE COMPANYA. History and Development of the CompanyWe were incorporated on August 10, 2007 as Selovo Investments Limited under the laws of British Virgin Islands as a wholly-ownedsubsidiary of Fang. On July 26, 2018, we re-domiciled to the Cayman Islands and registered by way of continuation as an exempted company withlimited liability registered under the laws of the Cayman Islands and changed our name to China Index Holdings Limited.We conduct our business primarily through our subsidiaries and to a lesser extent our VIEs in China. In June 2018, we, through BeijingZhong Zhi Shi Zheng, or WFOE, entered into contractual arrangements with Beijing Zhong Zhi Hong Yuan, and shareholders of Beijing Zhong ZhiHong Yuan. Pursuant to these arrangements, our company, through WFOE, has effective control of Beijing Zhong Zhi Hong Yuan and its listingservice business.Table of Contents52On May 24, 2019, we entered into a separation and distribution agreement and related ancillary agreements to separate our business andrelevant assets and liabilities from Fang, in order to focus on the development of our business, comprising (1) certain information and analyticsservices, initially operated as part of Fang’s value-added services, and (2) certain marketplace services, initially operated as part of Fang’s listingservices. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Separation and Distribution RelatedAgreements.” The separation was completed on June 11, 2019 via a dividend distribution of all our ordinary shares owned by Fang to Fang’s equityholders. Following the separation, Fang has retained its business operating a real estate Internet portal focusing primarily on serving the residentialproperty sector, while we strategically focus on serving the commercial property sector in China, allowing each company to more effectivelypursue its own distinct operating priorities and strategies.Our ADSs have been listed for trading on the NASDAQ Global Select Market under the symbol “CIH” since June 11, 2019.Our principal executive offices are located at Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’sRepublic of China. Our telephone number at this address is +8610 5631 9106. Our registered office in the Cayman Islands is located at the officesof Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.Our website is www.chinaindexholdings.com. The information contained on our website is not a part of, and will not be incorporated byreference into, this annual report. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements,and other information regarding issuers that file electronically with the SEC.See “Item 4. Information on the Company-C. Organizational Structure-Our Contractual Arrangements,” “Item 5. Operating and FinancialReview and Prospects-B. Liquidity and Capital Resources-Capital Expenditures,” and “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions-Other Transactions with Companies Controlled by or Affiliated with Mr. Vincent Tianquan Mo,” for a detaileddiscussion of our capital expenditures and divestitures.Table of Contents53B. Business OverviewWe empower China’s commercial property market with big data and innovative technologies. We operate a leading real estate informationand analytics service platform in China in terms of geographical coverage and volume of data points as of December 31, 2020. Our services spanacross data services, analytics services, promotion services and listing services for China’s real estate markets. We ceased to provide listing servicesfrom January 2021. See “Item 4. Information on the Company-B. Business Overview-Our Services-Marketplace Services-China Index Listing.”We serve a substantial base of real estate participants in China, including industry professionals and business communities, with a reliable,comprehensive and seasonable collection of real estate data, complemented by a variety of powerful analytical and marketing tools. We currentlyfocus more on the enormous market opportunity within China’s commercial property sector through our commercial property online marketingportals and mobile applications.Over a span of over 20 years, we have developed a leading proprietary real estate information and analytics service platform in Chinabased on our China Real Estate Index System, or CREIS, a comprehensive set of benchmarks and data points widely adopted by industryparticipants to track, understand and analyze the real estate industry in China. Our service platform consists of various integrated data-driveninformation and analytics service modules that are subscription-based online solutions similar to SaaS. As of December 31, 2020, the China IndexDatabase encompassed detailed real estate information of over 2,300 cities, 2,000,000 plots of land, 370,000 residential property projects and51,500 commercial property projects in China, which renders it among the top real estate-related databases in China in terms of geographicalcoverage and volume of data points. Our service platform delivers significant value to our clients due to the richness of associated analyticfunctionalities, including fair market value appraisals, property and district ratings, interactive analytics and reporting tools, property price indicesand investment decision-making analyses. As one of the most recognized information, analytics and marketing service platform brands among realestate participants in China, we were selected by China’s National Bureau of Statistics as a key data source for real estate industry from 2014 to2017.Leveraging our comprehensive information access and robust data analytics capabilities as well as our leadership in the market, we alsooffer promotion services to China’s real estate participants. We disseminate influential industry reports on select key topics and help our clientspromote their brand names and development projects through an integrated suite of customized, omni-channel solutions consisting of promotioncampaigns across various online channels and themed events.As commercial property-related business requires a sophisticated level of expertise and industry experience, we believe that we are in aunique position to operate online marketing portals for China’s commercial property market and empower it with big data and innovativetechnologies. We are also exploring other commercial property-related services to capture the enormous market opportunity arising from the rapiddevelopment of China’s commercial property sector.Table of Contents54Our ServicesWe offer a comprehensive suite of services to real estate participants in China through our proprietary data-driven platform and acombination of various online channels and themed events. The following diagram illustrates our principal service offerings.Note:(1)We discontinued our listing services business from January 2021. See “Item 4. Information on the Company-B. Business Overview-OurServices-Marketplace Services-China Index Listing.”Information and Analytics ServicesWe offer a wide spectrum of information and analytics services primarily through our proprietary platform, based on our CREIS, acomprehensive set of benchmarks and databases widely adopted by industry participants to track, understand and analyze the real estate industry inChina. It covers a vast inventory of residential and commercial properties and land plots data across China.Table of Contents55China Index DatabaseThe core value of CREIS lies with the underlying proprietary database we operate. The China Index Database is a leading real estate dataplatform in China with profound data collection history in China, delivering real estate information and research reports regarding properties, landplots as well as real estate industrial regulations and policies in China. We employ various advanced technologies to power our database, includinggeographic information system, artificial intelligence-based search, data mining and cloud computing. The China Index Database is held in highesteem by industry participants in China, such as real estate developers and financial institutions. The following table sets forth the information ofthe China Index Database’s coverage and comprehensiveness as of the dates indicated.As of December 31, 2018 2019 2020LandNumber of cities* 2,310 2,155 2,320Number of plots** 899,993 1,003,436 2,070,000Residential PropertyNumber of cities 657 660 660Number of property projects 373,254 339,133 372,000Commercial Property Number of cities 334 372 372Number of property projects 48,755 51,813 51,500*The number of cities covered by the China Index Database decreased from 2,310 as of December 31, 2018 to 2,155 as of December 31,2019 because certain cities had been merged with others or reclassified as districts as a result of adjustments in administrative divisionmade by government authorities.**The number of plots of land covered by the China Index Database increased from 1,003,436 as of December 31, 2019 to 2,070,000 as ofDecember 31, 2020 because the China Index Database covered land for industrial and other uses in 2020 in addition to land for residentialand mixed uses in 2019.As of December 31, 2020, the China Index Database encompassed detailed real estate information of over 2,300 cities, 2,000,000 plots ofland, 370,000 residential property projects and 51,500 commercial property projects in China, which renders it among the top real estate relateddatabases in China in terms of geographical coverage and volume of data points. It also covers a wide spectrum of information, including location,site and zoning information, building characteristics, space and unit availability, tax assessments, ownership, sales and lease comparables, numberof retail stores, number of listings, mortgage information, for-sale and for-lease listings, income and expense histories, contact information,historical trends, demographic information, as well as government policies and macro-economic environment and government planning. Ourdatabase presents information in a variety of ways, including documentations, site photographs, aerial photographs, 3D photographs and videos.Table of Contents56We have developed the China Index Database into various editions with different focuses and functions to cater to diversified client needs.We have special editions that focus on select subject matters, including the land edition, which covers land auction, sales, supply and other relatedinformation, the city edition, which covers location-based market, development project, urban planning and transaction information, and severalother special editions. We also offer customized editions of our database that cater to specific client needs, such as price, transaction and otherinformation often required by sales and marketing personnel and brokers. Below is a screenshot of the interface of our China Index Database.Our database services are subscription-based online solutions. To encourage clients to use our database regularly, we typically offer asubscription fee package to our clients rather than charging them fees based on their actual use of our services. Our subscription fee package variesbased on, among others, the number of editions, the number of accounts and types of services to which a client subscribes. Our clients can alsoelect to upgrade to a premium product module for more data coverage and analytical functions. Our subscribers generally pay us on an annualbasis.China Index LandLaunched in 2017, our China Index Land is an innovative analytical online solution designed to assist real estate developers and other realestate participants in making informed and more efficient investment decisions. Our China Index Land offers comprehensive and user-friendly siteselection analysis, based on multiple attributes, such as location, surrounding education resources, quality of property management services andpopularity in the local market. It allows our clients to select and evaluate cities, areas and lands that they plan to invest in as well as to build theirown model through our imbedded analytical tools to satisfy their special needs without having to download a massive amount of data. We chargeour clients a subscription fee based on the length of their subscription periods for our China Index Land.Table of Contents57Leveraging our advanced information technology, our China Index Land delivers various types of analytic results, including researchreports and 3D photographs. Our China Index Land utilizes artificial intelligence technology to process and analyze voluminous real estate-relateddata. We have also applied 3D data visualization technology to more clearly and efficiently present information to our clients. Below is ascreenshot of the interface of China Index Land.China Index Appraisal and RatingIn addition to the China Index Database, we offer a number of integrated data-driven information and analytics service modules, includingChina Index Appraisal and China Index Rating, both designed to support commercial banks and other financial institutions with their propertymortgage business. The China Index Appraisal Module and the China Index Rating Module in aggregate currently covers real estates in more than155 selected cities and approximately 70 million properties in China. Below are screenshots of the interfaces of our China Index Appraisal andRating, respectively.China Index AppraisalChina Index Rating Our China Index Appraisal and Rating services are subscription-based and the subscription fee depends on the number of properties to beevaluated and their actual use of our services.●China Index Appraisal ModuleTable of Contents58Launched in 2015, our China Index Appraisal Module is an appraisal platform that provides analytical online solutions for clients toperform sophisticated appraisals of the fair market value of properties and their movements in different scenarios, such as different constructionareas, floors and facade directions. Leveraging our big-data analytics technology, property appraisal model and a large volume of authentic realestate transaction data from third-party data providers, our China Index Appraisal Module provides clients with more efficient and fair appraisal ofproperties, better assisting them in making investment, leasing and other decisions in connection with such properties.We provide both standardized and customized appraisal services to meet the diverse needs of our clients. Our standardized appraisalservices evaluate the fair market value of properties using our proprietary property appraisal model, which is widely accepted and used bycommercial banks and other financial institutions in assessing the fair market value of standardized mortgages. We also offer a premium version ofour appraisal services through our online appraiser recommendation system, where our clients can locate qualified appraisers to satisfy their specialevaluation needs. This is primarily used by commercial banks and other financial institutions to evaluate the market value of non-standardizedmortgages. In addition, we also provide regular re-appraisal services to assist our clients in timely monitoring the market value of properties andmanaging financial risks.●China Index Rating ModuleLaunched in 2017, our China Index Rating Module is a multi-dimensional analytical online solution designed to assess the ratings ofresidential and commercial properties and districts in China. Our China Index Rating Module scores and rates a residential and commercialdevelopment primarily based on a multi-dimensional analysis of data from four key attributes, including location, surrounding education resources,quality of property management services and popularity in the local market. Based on the scoring results, we provide property ratings from “AAA”grade with the lowest depreciation risk to “D” grade with the highest depreciation risk. In addition to rating residential and commercialdevelopment, our China Index Rating Module also provides rating services for residential and commercial districts. It scores a district based on avariety of factors, including its economic environment and transportation conditions and provides district ratings from “A” grade indicating thehighest development level of the surveyed district to “D” grade indicating the need for further development.Our China Index Rating Module is widely used by financial institutions to improve their risk management, such as compiling their internalshort list of mortgageable properties and monitoring default risks associated with the underlying assets on a timely basis.China Index AnalyticsWe offer our clients real estate analytics services such as online client satisfaction survey services tailored to meet their needs and addressspecific issues encountered by them.Leveraging cloud computing and big data technologies, we have developed a one-stop self-service online survey platform, which allowsour clients to create survey questionnaires, circulate survey requests, administer survey process and analyze survey results in a cost-effectivemanner. We apply our proprietary research models and methodologies to help our clients understand and analyze survey results and formulateimprovement measures to address the issues identified in the surveys. We have accumulated a comprehensive question bank and proven industry-wide survey standards from the experience and expertise we gained since we initiated this service in 2007.We also provide customized analytics services to real estate participants, including primarily real estate developers, based on their specificcircumstances and strategic development goals. Guided by the massive volume of industry information from China Index Database, we utilize acombination of effective analytical methodologies and investigative methods to advise our clients on development project feasibilities andinvestment decisions. We also formulate detailed business development plans and research reports per specific client requests.Table of Contents59We also offer analytics services based on our CREIS Index, launched in 1994. Our CREIS Index provides diversified indices of pricemovements and forecasts of real estate markets in China, particularly in major cities. We have developed a wide spectrum of influential real estateprice-related indices under our CREIS Index, including, among others, new residential property, for-sale residential property, rental property,property service and listed real estate company stock. Through our CREIS Index, we provide insightful guidance for investment activities in realestate markets and real estate-related businesses. Our “CREIS 100 Cities Residential Property Price Index,” a price index indicating movementsand forecasts of residential property price in selected 100 major cities in China, has been widely recognized as one of the most influential realestate price indices in China with broad geographical coverage and large number of cities included. We have participated in the creation of the firstreal estate big data stock index in China, launched in 2015.Marketplace ServicesWe offer promotion services and listing services to our clients as marketing tools to supplement our database and its associated analyticaltools.China Index PromotionLeveraging our comprehensive information access and robust data analytics capabilities as well as our leadership in the market, we offerpromotion services based on influential industry reports on select key topics we disseminate to China’s real estate participants and consumers. Wehelp our clients promote their brand names and development projects through an integrated suite of customized, omni-channel solutions consistingof marketing campaigns through various online channels and themed events.We have established an authoritative rating system to publish annually since 2003 influential industry reports, including Top 100 RealEstate Developers, Top 10 Listing Companies, Top 10 Brands and Top 100 Property Management Companies in China. We generate our reports ona comprehensive, objective and independent basis. We obtain the supporting data for our research from a variety of sources, including ourproprietary China Index Database, information published by the relevant government agencies and the information submitted by candidates. Wecross-check the supporting data and utilize sophisticated analytic methods, including factor analysis, to compile and analyze such data. Our ChinaIndex Database allows us to more accurately generate these reports, which in turn defines the objective and scope of our promotion services.China Index ListingWe also offered listing services to allow our clients to list commercial properties in China and utilized advanced marketing and searchtools. We had historically operated such business through Fang.com and its mobile applications, a comprehensive set of web portals and mobileapplications owned by Fang. We also offered various forms of advertisement placements on our online marketing portal that target our site visitorsand mobile application users.We discontinued our listing service business from January 2021 due to the change in our business development strategies. As revenuefrom listing services and the scale of business decreased significantly in 2020, we ceased offering listing services for strategic considerationspending further business plans. We will thoroughly focus our efforts on our core businesses including information and analytics services andpromotion services with an aim to improve our operating efficiencies.Our DataOur data are the foundation of our real estate information and analytic services. Over a span of over 20 years, we have accumulatedabundant industry experience in developing the real estate-related database in China. As of December 31, 2020, the China Index Databaseencompassed detailed real estate information of over 2,300 cities, 2,000,000 plots of land, 370,000 residential property projects and 51,500commercial property projects in China, which renders it among the top real estate related databases in China in terms of geographical coverage andvolume of data points.Data CollectionWe are committed to maintaining and improving the timeliness and comprehensiveness of our database. We have built our databaseprimarily through our internal professional data collection team with over 20 years of experience in data collection. Our dataTable of Contents60collection team is divided functionally and geographically to cover data canvassing the entire industry value chain in more than 2,320 cities forland data, 187 cities for residential property data, and 350 cities for newly developed property data across substantially all the provinces in China asof December 31, 2020, representing an industry-leading geographic coverage. Our data collection team is primarily responsible for collecting,verifying and recording real estate-related data and adopts a multi-faceted research process to collect data, including phone calls, e-mails, Internetupdates, field inspections, public records review, news monitoring, as well as interviews of real estate participants. We regularly undergo extensivetraining programs so that we can maintain consistent data collection methods and processes throughout our data collection team.We enrich our database through procuring and assimilating databases from third-party suppliers. We have obtained a license from Fang touse its voluminous transaction information it has accumulated since 2005. We have also purchased or been licensed to use industry and market datafrom government authorities and professional parties, such as China Unicom. Leveraging our industry leadership, we have also integrated industryresources. In collaboration with major real estate developers, property managers and other industry participants, we co-founded China Real EstateBig Data Alliance in 2016, which has increasingly become an important and reliable source to our real estate database. We believe that our strongdata collection capability is sufficient to support our business development and expansion.Data VerificationAuthenticity of our data is crucial to the quality of our database and our client experience. We adopt a combination of automated and non-automated control process to ensure the integrity of the data collection process. We use mathematical and statistical models and methodologies toidentify and consolidate repetitive data and eliminate abnormal and incorrect data. A large number of our proprietary data wash modelsautomatically verify errors and repetitive data, including occupancy date conflicts, available square footage greater than building area, typical floorspace greater than land area and expired leases. We also monitor changes to critical fields of information to ensure all information is kept incompliance with our standard definitions and methodology. To supplement the automated control process, we also apply non-automated qualitycontrol procedures, such as calling our information sources to verify information, performing periodic research audits and field checks and timelyadjust the models used in the automated-control process. Finally, we also actively treasure the feedback provided by real estate participants usingour data every day as one of the most important and effective quality control measures.Our ClientsIn 2020, we had over 2,800 clients subscribing to our information and analytics services and over 900 clients for our promotion services,primarily consisting of institutional clients. We draw clients from across the real estate and related business community, including real estatedeveloper, commercial banks and other financial institutions, academic institutions, property managers, brokers, agents, consultants and otherparticipants in real estate related business. In 2020, our clients primarily consisted of real estate developers, brokers, and financial institutions,accounting for an aggregate of more than 70% of the total number of our clients in the same period.We have built a robust client composition, evidenced by low client concentration and high client retention. In 2020, the top five clientscontributed to less than 10% of our total revenues, and more than 90% of our existing clients among the Top 100 Real Estate Developers in Chinaas ranked by the Top Ten Research Committee of China’s Real Estate Industry renewed service contracts with us.Research and TechnologyWe are committed to continually enhancing our services through innovation. Our research and development process involves collaborativeefforts across multiple departments, including our research team and information technology development team.Table of Contents61Our research team has strong theoretical research and development capabilities, primarily responsible for analyzing and developingmathematical and statistical models and theories in connection with our information and analytics services. Our research team has developed anumber of real estate-related theoretical models, such as real estate supply model and real estate price model, that have been widely applied in ourinformation and analytics services. In addition, we have also maintained long-term strategic cooperation relationship with a number ofinternationally reputable research institutions, such as Tsinghua University.We have a sophisticated information technology development team, responsible for developing, improving and maintaining our services,including developing the infrastructure necessary to support our business processes, comprehensive database, analytical tools, marketing channelsand extensive image library. The team implements technologies and systems that introduce efficient workflows and controls designed to increasethe production capacity of our research teams and improve the quality of our data. Over the years, the team has developed advanced data collectionand quality control technologies that we believe are unique within the commercial property sector. See “—Our Data.” Our information technologyteam has also developed our online solutions, data centers and websites and mobile application for our information and analytics services. We arededicated to further enhancing our data collection and verification capabilities. In addition, we, leveraging machine learning and statisticalalgorithms, utilize predictive analytics to provide insights into the real estate market. For example, our predictive model that forecasts the potentialvalue of a specific area enables our customers to make informed investment decisions. We are also developing more tools to help improve ourcustomers’ operational efficiency, such as land investment forecast system and research report automation system.Our information technology professionals maintain the servers and network components necessary to support our services and researchsystems. Our core services are served from multiple data centers to ensure uninterrupted service for our clients. Our services are continuallymonitored for fast and reliable client access.We have adopted a comprehensive data protection policy which provides for use of secure networks, strong passwords, encrypted datafields, off-site storage and other protective measures in an effort to ensure the security of our proprietary data as well as the availability and securityof all core systems. We strictly control and manage the use of data within our various departments and do not share data with external third parties.Sales and MarketingWe have built a sales and marketing team that is experienced in the online database and real estate sectors. As of December 31, 2020, oursales and marketing team was stationed in 37 regional centers strategically located across China. Our sales and marketing team prospect for newclients and work closely with our existing clients in local markets, allowing us to gain insight into developments in these local markets, thecompetitive landscape and new market opportunities, which helps us set our prices and strategies for each locality.Our regional centers typically serve as the platform for our in-market sales, client support and field research operations for their respectiveregions. The sales force is responsible for selling to prospective clients, training new and existing clients, providing ongoing client support,renewing existing client contracts and identifying cross-selling opportunities. In addition, the sales force serves as the front line for customer care.The client relationship managers resident at our regional centers are responsible for training existing clients, sharing market specific research withclients and ensuring client driven product enhancement ideas are shared with our product development team.Our sales strategy is to aggressively attract new clients, while providing ongoing incentives for existing clients to subscribe to additionalproducts and services in order to achieve high renewal rates. We actively communicate with our clients in order to retain clients by providingfrequent service demonstrations as well as company-client contact and communication. We place a premium on training new and existing clientpersonnel on the use of our services to promote maximum client utilization and satisfaction with our services. We also provide complimentaryindustry update and summary reports to our clients to foster trustworthy and collegial business relationships.Our primary marketing methods include client referrals, web-based marketing, direct marketing and industry events. Client referrals areeffective means for us to identify prospective clients. Leveraging our reputation, service quality and market position in China, our existing clientsoften refer us to their professional contacts, which saves us a great amount of time and expenses in advertising and marketing. Web-basedmarketing efforts include search engine optimization, paid advertising with major search engines, social media and display advertising oncommercial property news and business websites and mobile applications.Table of Contents62CompetitionThe market for real estate-related information, analytics and marketing services is competitive and rapidly changing in China. We believethe principal competitive factors affecting these services and providers are:●breadth, depth, timeliness and quality of data;●ease of use, flexibility and functionality of the software;●proprietary nature of methodologies, databases and technical resources;●client service and support;●effectiveness of marketing and sales efforts;●pricing; and●brand loyalty among clients.We compete directly and indirectly for clients with the following categories of companies:●database services providers, such as CRIC, offering data support for in-depth industry research targeted to real estate developers,commercial and investment banks, securities companies, funds in China;●regional and national publishers and distributors of information, analytics and marketing services, including individual publishers andnew-media branches of traditional real estate service providers;●online listing services featuring commercial property and land for sale or lease;●locally controlled real estate boards, exchanges or associations sponsoring property listing services for commercial property and landfor sale or lease;●real estate portfolio management companies; and●public record providers.Some of our competitors may have greater access to capital markets, and more financial and other resources than us. Additionalcompetitors may enter the market of real estate-related information, analytics and marketing services and competition may intensify.Intellectual PropertyTo protect our proprietary rights in our methodologies, database, software, patents, trademarks and other intellectual property, we dependupon a combination of trade secret, misappropriation, copyright, patent, trademark, computer fraud, database protection and other laws; registrationof patents, copyrights and trademarks; nondisclosure, noncompetition and other contractual provisions with employees and consultants; andtechnical measures.We seek to protect our software’s source code, our database and our photography as trade secrets and under copyright law. Althoughcopyright registration is not a prerequisite for copyright protection, we have filed for copyright registration for many of our database, photographs,software and other materials. Under current PRC copyright law, the arrangement and selection of data may be protected, but the actual data itselfmay not be. We license our services under license agreements that grant our clients non-exclusive, non-transferable rights. These agreementsrestrict the disclosure and use of our information and prohibit the unauthorized reproduction or transfer of any of our proprietary information,methodologies or analytics.Table of Contents63We also attempt to protect our proprietary database, our trade secrets and our proprietary information through confidentiality andnoncompetition agreements with our employees and consultants. Our services also include technical measures designed to detect, discourage andprevent unauthorized copying of our intellectual property.We are the registered holder of 131 software copyrights and one patent in the PRC as of December 31, 2020. As of the same date, weowned or licensed 91 registered trademarks and 64 registered domain names, including our website, 3fang.com, in the PRC.FacilitiesOur principal executive offices are located in Beijing, China with approximately 2,500 square meters of office space leased from Fang. Webelieve our existing leased premises are adequate for our current business operations and that additional space can be obtained on commerciallyreasonable terms to accommodate our future expansion plans.InsuranceWe provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medicalinsurance for our employees. We do not maintain property insurance policies covering our equipment, systems and other property that are essentialto our business operation to safeguard against risks and unexpected events. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be sufficientfor our business operations in China.Legal and Other ProceedingsFrom time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business,including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor andemployment claims. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Third-party claims, litigationor government investigations to which we may be subject or in which we may be involved may significantly increase our expenses and adverselyaffect our stock price.” Other than the foregoing, we are currently not a party to, and are not aware of any threat of, any other legal oradministrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financialcondition, cash flow or results of operations.RegulationsOur business is subject to substantial regulation by the PRC government. This section sets forth a summary of certain significant PRCregulations that affect our business and the industries within which we operate.GeneralThe telecommunications industry, is highly regulated by the PRC government. Regulations issued or implemented by the State Council,the MIIT and other relevant government authorities cover virtually every aspect of telecommunications network operations, including thequalifications required to enter into the telecommunications industry, the scope of permissible business activities and the restrictions on foreigninvestment.The MIIT, under the leadership of the State Council, is responsible for, among other things:●formulating and enforcing policies, regulations and standards for telecommunications industry;●granting licenses for the provision of telecommunications and Internet services;●formulating tariff and service charge policies for telecommunications and Internet services;●supervising the operations of telecommunications and Internet service providers; andTable of Contents64●maintaining fair and orderly market competition among telecommunications and Internet service providers.In addition to the regulations promulgated by the national government, some local governments have also promulgated localrules applicable to Internet companies operating within their respective jurisdictions.Restrictions on Foreign Ownership in the Value-Added Telecommunications ServicesThe Telecommunications Regulations of PRC promulgated in September 2000 and amended in July 2014 and February 2016, respectively,by the State Council, categorize various telecommunications businesses in China into basic or value-added telecommunications businesses.In order to comply with China’s commitments with respect to its entry into the World Trade Organization, the State Council promulgatedthe Administrative Rules on Foreign-invested Telecommunications Enterprises in December 2001, as amended in September 2008 andFebruary 2016. The Administrative Rules on Foreign-invested Telecommunications Enterprises set forth detailed requirements with respect tocapitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunicationsenterprise. Pursuant to these administrative rules, the ultimate capital contribution ratio of the foreign investor or investors in a foreign-investedtelecommunications enterprise that aims to provide value-added telecommunications services may not exceed 50.0%. In addition, pursuant to theSpecial Administrative Measures (Negative List) for the Access of Foreign Investment (2020) issued by the PRC government, the permittedforeign investment in value-added telecommunications service providers may not be more than 50.0%. However, for a foreign investor to acquireany equity interest in a value-added telecommunications business in China, it must satisfy a number of stringent performance and operationalexperience requirements, including demonstrating a track record and experience in operating a value-added telecommunications business overseas.Moreover, foreign investors that meet these requirements must obtain approvals from the MIIT and MOFCOM or their authorized localcounterparts, which retain considerable discretion in granting such approvals.In July 2006, the MIIT publicly issued the Circular on Strengthening the Administration of Foreign Investment in Value-AddedTelecommunications Services, or the MIIT Notice. According to the MIIT Notice, if a foreign investor intends to invest in a PRCtelecommunications business, the foreign investor in must establish a foreign invested enterprise and apply for a telecommunications servicelicense. Under the MIIT Notice, domestic telecommunications enterprises may not lease, transfer or sell a telecommunication service license to aforeign investor in any form, nor may they provide any resources, premises, facilities and other assistance in any form to a foreign investors fortheir illegal operation of any telecommunications business in China.The MIIT Notice requires that value-added telecommunications enterprises or their shareholders must directly own domain names andtrademarks used by such enterprises in their provision of value-added telecommunications services, and each value-added telecommunicationsenterprise must have premises and facilities appropriate for its business operations.As a result of current PRC laws, rules and regulations that impose substantial restrictions on foreign investment in the Internet industry inChina, we conducted listing service business through a series of contractual arrangements among our PRC subsidiaries and Beijing Zhong ZhiHong Yuan.Regulations relating to Foreign InvestmentOn March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, theSino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law. The existing foreign-invested enterprisesestablished prior to the effective of the Foreign Investment Law may keep their corporate forms within five years. The implementing rules of theForeign Investment Law will be stipulated separately by State Council. Pursuant to the Foreign Investment Law, “foreign investors” means naturalperson, enterprise, or other organization of a foreign country; “foreign-invested enterprises” means any enterprise established under PRC law that iswholly or partially invested by foreign investors and “foreign investment” means any foreign investor’s direct or indirect investment in mainlandChina, including: (1) establishing FIEs in mainland China either individually or jointly with other investors; (2) obtaining stock shares, stockequity, property shares, other similar interests in Chinese domestic enterprises; (3) investing in new projects in mainland China either individuallyor jointly with other investors; and (4) making investment through other means provided by laws, administrative regulations, or State Councilprovisions.Table of Contents65On December 26, 2019, the State Council promulgated the Implementation Rules to the Foreign Investment Law, which became effectiveon January 1, 2020. The Implementation Rules to the Foreign Investment Law further clarifies that the state encourages and promotes foreigninvestment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreigninvestment environment, and advances a higher-level opening. Competent investment department and commerce department of the State Councilshall be responsible for proposing the Negative List for the State Council's approval. The Negative List will be promulgated by the State Council orits investment department and commerce department, and will be amended in accordance with the social development and the wide-rangingopening up.The Foreign Investment Law stipulates that China implements the management system of pre-establishment national treatment plus anegative list to foreign investment and the government generally will not expropriate foreign investment, except under special circumstances, inwhich case it will provide fair and reasonable compensation to foreign investors. Foreign investors are barred from investing in prohibitedindustries on the negative list and must comply with the specified requirements when investing in restricted industries on that list. When a license isrequired to enter a certain industry, the foreign investor must apply for one, and the government must treat the application the same as one by adomestic enterprise, except where laws or regulations provide otherwise. In addition, foreign investors or foreign-invested enterprises are requiredto file information reports and foreign investment which affects or is likely to have effect on the national security shall be subject to the nationalsecurity review.Regulations relating to Provision of Online Real-estate ServicesPursuant to the Administrative Measures on Internet Information Services, as amended in 2011, profitable Internet information serviceproviders in China shall obtain an ICP license for the provision of value-added telecommunication services, including the online real-estateservices, from local telecommunication administrative authorities under the direct control of the national government or the MIIT. Those whoviolate the Administrative Measures on Internet Information Services by providing profitable Internet information service without obtaining theICP license or by providing services not contained in the ICP license will be ordered to redress their violations and their illegal income will beconfiscated. In addition, a penalty between three times and five times of the illegal income will be imposed. If there is no illegal income or it islower than RMB50,000, a penalty between RMB100,000 and RMB1,000,000 will be imposed. In the worst case scenario, the website may beforced to close.Regulations relating to Information Security and Confidentiality of User DataThe PRC government has adopted regulations governing internet access and the distribution of news and other information over theinternet. Under these regulations, internet content providers and internet publishers are prohibited from posting or displaying over the internetcontent that, among other things, violates PRC laws and regulations, impairs the national dignity of China, or is reactionary, obscene, superstitious,fraudulent or defamatory. Based on the Decision of the Standing Committee of the National People’s Congress on Internet Security Protectionenacted by the Standing Committee of the National People’s Congress, any effort to undertake the following actions may result in criminalpunishments in China:●improperly enter into a computer or system of national strategic importance;●disseminate politically disruptive information;●leak government secrets;●spread false commercial information; or●infringe intellectual property rights.The Ministry of Public Security has also promulgated measures that prohibit the use of the Internet in ways that, among other things,result in the leakage of government secrets or the spread of socially destabilizing content. The Ministry of Public Security has supervision andinspection powers in this regard, and we may be subject to the jurisdiction of local security bureaus. Failure to comply with these requirements mayresult in the revocation of licenses to provide internet content and other licenses, and the closure of the concerned websites.Table of Contents66The security and confidentiality of information on the identity of Internet users are also regulated in China. The Administrative Measureson Internet Information Service promulgated by the PRC State Council in September 2000 and revised in January 2011 require Internet contentservice providers to maintain an adequate system to protect the security of user information. In January 2006, the Ministry of Public Securitypromulgated the Regulations on Technical Measures of Internet Security Protection, requiring Internet service providers to utilize standardtechnical measures for Internet security protection.In addition, the Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the People’s Republic ofChina, or the Cyber Security Law, effective June 2017, to protect cyberspace security and order. Pursuant to the Cyber Security Law, any individualor organization using the network must comply with the constitution and the applicable laws, follow the public order and respect social moralities,and must not endanger cyber security, or engage in activities by making use of the network that endanger the national security, honor and interests,or infringe on the fame, privacy, intellectual property and other legitimate rights and interests of others. The Cyber Security Law sets forth varioussecurity protection obligations for network operators, which are defined as “owners and administrators of networks and network service providers,”including, among others, complying with a series of requirements of tiered cyber protection systems, verifying users’ real identity, localizing thepersonal information and important data gathered and produced by key information infrastructure operators during operations within the PRC, andproviding assistance and support to government authorities where necessary for protecting national security and investigating crimes. Furthermore,MIIT’s Regulations on Protection of Personal Information of Telecommunications and Internet Users, effective September 2013, contain detailedrequirements on the use and collection of personal information as well as security measures required to be taken by telecommunications businessoperators and internet information service providers. Furthermore, on August 22, 2019, Cyberspace Administration of China issued the Provisionson the Cyber Protection of Personal Information of Children, effective from October 1, 2019, to protect the security of personal information ofchildren and promote the healthy growth of children.On 28 May, 2020, the National People's Congress adopted the Civil Code, which came into effect on 1 January, 2021. Pursuant to the CivilCode, the personal information of a natural person shall be protected by the law. Any organization or individual shall legally obtain such personalinformation of others when necessary and ensure the safety of such information, and shall not illegally collect, use, process or transmit personalinformation of others, or illegally purchase or sell, provide or make public personal information of others.On 10 June, 2021, the Standing Committee of the National People's Congress issued the Data Security Law to regulate data processingactivities and security supervision in the PRC, which came into effect on 1 September 2021. According to the Data Security Law, data processingactivities shall be carried out in accordance with PRC laws and regulations, establishing and improving the data security management system of thewhole process, organizing and carrying out data security education and training, and taking corresponding technical measures and other necessarymeasures to guarantee data security. Where data processing activities are carried out through the Internet and other information networks, theabove-mentioned data security protection obligations shall be fulfilled on the basis of the hierarchical network security protection system. Incarrying out data processing activities, risk monitoring shall be strengthened, and remedial measures shall be taken immediately when data securitydefects, loopholes and other risks are found. In the event of a data security incident, the processors of data shall take immediate measures to dealwith it, inform the user in time and report to the competent authorities in accordance with relevant provisions. The processors of important datashall, in accordance with relevant provisions, carry out regular risk assessments of their data processing activities and submit risk assessmentreports to the competent authorities. The Data Security Law provides a national data security review system, under which data processing activitiesthat affect or may affect national security shall be reviewed. Any organization or individual carrying out data processing activities that violates theData Security Law shall bear the corresponding civil, administrative or criminal liability depending on the specific circumstances.On August 17, 2021, the State Council promulgated the Regulations on Protection of Critical Information Infrastructure, which becameeffective on September 1, 2021. Pursuant to the Regulations on Protection of Critical Information Infrastructure, a critical informationinfrastructure refers to an important network facilities or information systems in important industries or fields such as public communication andinformation service, energy, communications, water conservation, finance, public services, e-government affairs and national defense science,which may endanger national security, people's livelihood and public interest in case of damage, function loss or data leakage. In addition,competent departments and administration departments of each important industry and field, or Protection Departments, shall be responsible toformulate determination rules and determine the critical information infrastructure operator in the respective important industry or field. The resultof the determination of critical information infrastructure operator shall be informed to the operator, and notify the public security department ofthe State Council.Table of Contents67Furthermore, on August 20, 2021, the Standing Committee of the National People's Congress promulgated the Personal InformationProtection Law, effective on November 1, 2021. It comprehensively and systematically integrates the requirements of personal informationprotection previously scattered in the Civil Code, the Cyber Security Law, the Information Security Technology - Personal Information SecuritySpecification and other laws, regulations and standards. It further specifies the obligations, regulatory measures and responsibilities for personalinformation protection that are applicable to apps, including: (a) the collection of personal information shall not be excessive; (b) the personalinformation protection authorities shall organize the testing and evaluation of apps for personal information protection, and publish the results; and(c) any app that illegally processes personal information will be ordered to suspend or terminate its services. The Personal Information ProtectionLaw becomes an important part of the national security legal system represented by the State Security Law, and will, together with the CyberSecurity Law and the Data Security Law, further completes China's legal infrastructure in the field of cyber security.Regulations relating to TrademarksBoth the PRC Trademark Law and the Implementation Regulation of the PRC Trademark Law, which are currently in effect, provideprotection to the holders of registered trademarks and trade names. The PRC Trademark Office handles trademark registrations and grants arenewable term of ten years to registered trademarks. In addition, trademark license agreements must be filed with the PRC Trademark Office.After receiving a trademark registration application, the PRC Trademark Office will make a public announcement with respect to theproposed trademark registration application if the relevant trademark passes the preliminary examination. Any person may, within three monthsafter such public announcement, object to such trademark application. The PRC Trademark Office will then decide who is entitled to the trademarkregistration, and its decisions may be appealed to the PRC Trademark Review and Adjudication Board, whose decision may be further appealedthrough judicial proceedings. If no objection is filed within three months after the public announcement or if the objection has been overruled, thePRC Trademark Office will approve the registration and issue a registration certificate, upon which the trademark is registered and will be effectivefor a renewable ten-year period, unless otherwise revoked.Regulations relating to PatentsAccording to the Patent Law of the PRC promulgated by the Standing Committee of the National People’s Congress on March 12, 1984,as last amended on October 17, 2020, and effective from June 1, 2021, and the Implementation Rules of the Patent Law of the PRC, promulgatedby the State Council on June 15, 2001 and as last amended on January 9, 2010, there are three types of patents in the PRC, including inventionpatents, utility model patents and design patents. The protection period is 20 years for an invention patent and 10 years for a utility model patentand a design patent, commencing from their respective application dates. Any individual or entity that utilizes a patent or conducts any otheractivity in infringement of a patent without prior authorization of the patent holder shall pay compensation to the patent holder and is subject to afine imposed by relevant administrative authorities, and, if constituting a crime, shall be held criminally liable in accordance with the law.According to the PRC Patent Law, for public health purposes, the State Intellectual Property Office of the PRC may grant a compulsory license formanufacturing patented drugs and exporting them to countries or regions covered under relevant international treaties to which PRC has acceded.In addition, according to the Patent Law, any organization or individual that applies for a patent in a foreign country for an invention or utilitymodel patent established in China is required to report to the State Intellectual Property Office for confidentiality examination.Regulations relating to CopyrightsAccording to the Copyright Law of the PRC, which took effect on June 1, 1991, and was last amended on November 11, 2020 andsubsequently enforced on June 1, 2021, copyright includes computer software, and the Copyright Protection Centre of China provides a voluntaryregister system for copyright.Table of Contents68According to the Regulation on Computer Software Protection, which took effect on October 1, 1991 and was last amended on January30, 2013 and subsequently enforced on March 1, 2013, the software copyright shall exist from the date on which its development has beencompleted, and software copyright owner may register with the software registration institution recognized by the copyright administrationdepartment of the State Council. On February 20, 2002, the National Copyright Administration of the PRC issued the Measures on ComputerSoftware Copyright Registration, which outlines the operational procedures for registration of software copyright, as well as registration of thelicense for the software copyright and software copyright transfer contracts. The Copyright Protection Center of the PRC is mandated as thesoftware registration agency under the regulations.Regulations relating to Domain NamesDomain names are protected under the Administrative Measures on the Internet Domain Names issued by the MIIT, on August 24, 2017and effective from November 1, 2017, and the Implementing Rules on Registration of Country Code Top Level Domain issued by China InternetNetwork Information Center on June 18, 2019. The MIIT is the main regulatory body responsible for the administration of PRC internet domainnames. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicantsbecome domain name holders upon successful registration.Regulations relating to EmployeesThe principal PRC laws and regulations that govern employment include:●the PRC Labor Law which became effective on January 1, 1995 and was amended on August 27, 2009 and December 29, 2018; and●the PRC Labor Contract Law which became effective on January 1, 2008, and its amendments which became effective on July 1,2013.Pursuant to the PRC Labor Law and the PRC Labor Contract Law, employers must execute written labor contracts with full-timeemployees. All employers must compensate their employees with wages equal to an amount at least satisfying the local minimum wage standards.All employers are required to establish a system for labor safety and sanitation, strictly abide by state rules and standards and provide employeeswith workplace safety training. Violations of the PRC Labor Contract Law and the PRC Labor Law may result in the imposition of fines and otheradministrative liabilities, and serious violations may result in criminal liabilities.In addition, employers in China are obliged to provide employees with welfare schemes covering pension insurance, unemploymentinsurance, maternity insurance, work-related injury insurance, medical insurance and housing funds.Foreign Exchange AdministrationThe principal regulation governing foreign currency exchange in China is the Regulations of the PRC on Foreign ExchangeAdministration, as amended in August 2008. Under the Regulations of the PRC on Foreign Exchange Administration and other relevant PRCregulations and rules, the Renminbi is convertible into other currencies for the purpose of current account transactions, including the distribution ofdividends, interest payments, trade and service-related foreign exchange transactions. The conversion of the Renminbi into other currencies andremittance of the converted foreign currency outside China for capital account transactions, such as capital injections, loans, repatriation ofinvestments and investments in securities outside China, requires the prior approval from, or registration with, SAFE or its local branches.As an offshore holding company with PRC subsidiaries, we may (1) make additional capital contributions to our PRC subsidiaries,(2) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (3) make loans to our PRC subsidiaries orconsolidated variable interest entities, or (4) acquire offshore entities with business operations in China in an offshore transaction. However, mostof these uses are subject to PRC regulations and approvals.Table of Contents69Under SAFE Circular 19, which became effective on June 2015, a foreign-invested enterprise may choose to convert its registered capitalfrom foreign currency to Renminbi on a self-discretionary basis, and the Renminbi capital converted can be used for equity investments withinChina, which will be regarded as the reinvestment of foreign-invested enterprise. In addition, SAFE Circular 19 prohibits a foreign-investedenterprise from using Renminbi funds converted from its foreign currency registered capital to provide entrustment loans or repay loans borrowedfrom non-financial enterprises. Violation of these circulars may result in severe penalties, including heavy fines. These circulars may limit ourability to transfer funds to our VIEs and subsidiaries in China. On June 9, 2016, SAFE promulgated SAFE Circular 16 to further expand andstrengthen such reform. Pursuant to SAFE Circular 19 and SAFE Circular 16, foreign-invested enterprises in the PRC are allowed to use theirforeign exchange funds under capital accounts and RMB funds from exchange settlement for expenditures under current accounts that are within itsbusiness scope or expenditures under capital accounts that are permitted by laws and regulations, with certain exceptions.In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies onForeign Direct Investment, or SAFE Circular 59, as amended in May 2015, October 2018 and December 2019, which substantially amends andsimplifies the then current foreign exchange procedures. Under SAFE Circular 59, the opening of various special purpose foreign exchangeaccounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee account, no longer requires approval fromSAFE. Reinvestment of Renminbi proceeds by foreign investors in China no longer requires approval from or verification by SAFE.In May 2013, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration overDomestic Direct Investment by Foreign Investors and the Supporting Documents, as amended in October 2018, which specifies that theadministration by SAFE or its local branches over direct investment by foreign investors in China shall be conducted by way of registration.Institutions and individuals shall register with SAFE and/or its local branches for their direct investments in China. Banks shall process foreignexchange business relating to the direct investment in China based on the registration information provided by SAFE and/or its branches.In February 2015, SAFE promulgated the Circular of Further Simplifying and Improving the Policies of Foreign Exchange AdministrationApplicable to Direct Investment, or SAFE Circular 13, which became effective on June 2015. Under SAFE Circular 13, the current foreignexchange procedures will be further simplified, and foreign exchange registrations on direct investment will be handled by banks instead of SAFEand its branches.In January 2017, SAFE promulgated Circular of the State Administration of Foreign Exchange on Further Advancing the Reform ofForeign Exchange Administration and Improving Examination of Authenticity and Compliance, or SAFE Circular 3, which stipulates severalcapital control measures on the outbound remittance of profit from domestic entities to offshore entities, including: (1) under the principle ofgenuine transaction, banks must check board resolutions regarding profit distribution, original version of tax filing records and audited financialstatements, and (2) domestic entities must hold income to account for previous years’ losses before remitting the profits.Regulations relating to the Establishment of Offshore Special Vehicle by PRC ResidentsPursuant to SAFE Circular 37, which became effective on July 4, 2014, a PRC resident, including a PRC individual or a PRC company,shall register with the local SAFE branch before it contributes assets or its equity interests into an overseas special purpose vehicle established orcontrolled by the PRC resident for the purpose of investment and financing. When the overseas special purpose vehicle that fulfilled the initialregistration formalities undergoes certain major changes, including but not limited to, the change in the PRC-resident shareholder of the overseasspecial purpose vehicle, name of the overseas special purpose vehicle, term of operation, or any increase or reduction of the registered capital of theoverseas special purpose vehicle, share transfer or swap, and merger or division, the PRC resident shall timely register such change with the localSAFE branch.Table of Contents70We have requested our beneficial owners who are PRC residents to make the necessary applications, filings and amendments required bySAFE. However, we cannot provide any assurances that all of our beneficial owners who are PRC residents will continue to make, obtain or amendany applicable registrations or approvals required by these SAFE regulations. The failure or inability of our PRC resident beneficial owners tocomply with the registration procedures set forth therein may subject us to fines and legal sanctions, restrict our cross-border investment activities,or limit our ability to contribute additional capital into our PRC subsidiaries, or limit our PRC subsidiaries’ ability to pay dividends or make otherdistributions to our company or otherwise adversely affect our business. Moreover, failure to comply with the SAFE registration requirementscould result in liability under PRC laws for evasion of foreign exchange restrictions.Regulations on Loans to and Direct Investment in PRC Entities by Offshore Holding CompaniesAccording to the Implementation Rules for the Provisional Regulations on Statistics and Supervision of Foreign Debt promulgated bySAFE on September 24, 1997 and the Interim Provisions on the Management of Foreign Debts promulgated by SAFE, the NDRC and the Ministryof Finance and effective from March 1, 2003, loans by foreign companies to their subsidiaries in China, which accordingly are foreign-investedenterprises, are considered foreign debt, and such loans must be registered with the local branches of SAFE. Under the provisions, the total amountof accumulated medium-term and long-term foreign debt and the balance of short-term debt borrowed by a foreign-invested enterprise is limited tothe difference between the total investment and the registered capital of the foreign-invested enterprise.According to the Measures for the Administration of Foreign Debt Registration issued by SAFE on April 28, 2013, as amended inMay 2015, the statutory limit on the amount of loans from an overseas shareholder to a foreign-invested enterprise is the difference between thetotal investment amount and the registered capital of the foreign-invested enterprise.According to Circular 9 issued by the People’s Bank of China in January 2017, the maximum amount of foreign debts that an enterprisemay borrow is determined by reference to its so-called risk-weighted balance of cross-border financing, and may not exceed two times of the netassets as indicated in such enterprise’s latest audited financial report. The risk-weighted balance of cross-border financing is calculated based on theenterprise’s outstanding amounts of cross-border debts in RMB and foreign currency, multiplied by risk conversion factors in accordance with theirrespective remaining terms, categories and currencies.According to Notice of the National Development and Reform Commission on Promoting the Administrative Reform of the Recordationand Registration System for Enterprises’ Issuance of Foreign Debts issued by the NDRC in September 2015, and the Guide on Enterprises’Issuance of Foreign Debts issued by the NDRC on February 11, 2020, any loan we extend to our PRC subsidiaries or VIEs that are domestic PRCentities with a term of more than one year must be filed with the NDRC or its local counterparts and must be registered with SAFE or its localbranches.According to applicable PRC regulations on foreign-invested enterprises, capital contributions from a foreign holding company to its PRCsubsidiaries, which are considered foreign-invested enterprises, may only be made when approval by or registration with MOFCOM or its localcounterpart is obtained.Table of Contents71C. Organizational StructureWe are a holding company that does not have any substantive operations. We primarily conduct our business and operations through oursubsidiaries and VIEs in China. For more information, see “—Our Contractual Arrangements.”The following diagram illustrates our main corporate and operating structure as of the date of this annual report.Note:(1)Wall Street Index Research Center LLC, Tianjin Zhong Zhi Data Information Technology Co., Ltd., Beijing Zhong Zhi InformationTechnology Academy, Shouzheng Credit Rating Co., Ltd. and Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd.currently have minimal operations.Our Contractual ArrangementsIn order to comply with PRC regulatory requirements restricting foreign ownership of value-added telecommunications, and certain otherbusinesses in China, in June 2018, we, through WFOE, which is our PRC subsidiary and a wholly foreign-owned enterprise, entered into a series ofcontractual arrangements with (1) Beijing Zhong Zhi Hong Yuan, and (2) the shareholders of Beijing Zhong Zhi Hong Yuan, namely Mr. VincentTianquan Mo and Ms. Yu Huang, which enables us to:●exercise effective control over Beijing Zhong Zhi Hong Yuan;●receive substantially all of the economic benefits of Beijing Zhong Zhi Hong Yuan; and●have exclusive options to purchase all or part of the equity interests in Beijing Zhong Zhi Hong Yuan when and to the extentpermitted by PRC law.Table of Contents72In December 2019 and September 2020, our WFOE further entered into a series of contractual arrangements with Beijing Zhong ZhiAcademy and Shouzheng, as well as their respective majority shareholders, which enable us to exercise effective control over, receive substantiallyall of the economic benefits of, and when and to the extent permitted by PRC law, have exclusive options to purchase all or part of the equityinterests in Beijing Zhong Zhi Academy and Shouzheng. The terms of these contractual agreements are substantially similar to the agreements ofBeijing Zhong Zhi Hong Yuan. Both Beijing Zhong Zhi Academy and Shouzheng currently have minimal operations. Beijing Zhong Zhi Academyis authorized to engage in activities including engineering and technology research but has yet to conduct any business of scale. Shouzheng’splanned business scope includes enterprises credit rating and management consulting but it has yet to complete filing with relevant PRC authoritiesto carry out its credit rating business.As a result of our direct ownership in WFOE and the contractual arrangements relating to our VIEs, we are regarded as the primarybeneficiary of VIEs, and we consolidate the financial results of VIEs in our combined and consolidated financial statements in accordance withU.S. GAAP. We ceased to provide listing services from 2021 and do not expect to receive further revenue from listing services business fromBeijing Zhong Zhi Hong Yuan starting from 2021. We did not derive any revenues from Beijing Zhong Zhi Academy and Shouzheng during 2019and 2020.The following is a summary of the currently effective contractual arrangements by and among WFOE, each of our VIEs and theirrespective shareholders.Agreements that Provide Us with Effective Control over our VIEsEquity Pledge Agreements. On June 11, 2018, pursuant to an equity pledge agreement, each shareholder of Beijing Zhong Zhi Hong Yuanpledged all of his or her equity interest in Beijing Zhong Zhi Hong Yuan to guarantee the shareholder’s and Beijing Zhong Zhi Hong Yuan’sperformance of their obligations under the exclusive technical consultancy and services agreement in connection with the contractual arrangements.If Beijing Zhong Zhi Hong Yuan or its shareholders breach their contractual obligations under this agreement, WFOE, as pledgee, will be entitledto certain rights regarding the pledged equity interests, including receiving proceeds from the auction or sale of all or part of the pledged equityinterests of Beijing Zhong Zhi Hong Yuan in accordance with the law. Each shareholder of Beijing Zhong Zhi Hong Yuan agrees that, during theterm of the equity pledge agreement, he or she will not dispose of the pledged equity interests or create or allow any encumbrance on the pledgedequity interests without the prior written consent of WFOE. WFOE also has the right to collect dividends of Beijing Zhong Zhi Hong Yuan from itsshareholders. The equity pledge agreement remains effective for ten years commencing from June 11, 2018 and can be extended at the solediscretion of WFOE. We have registered the above equity pledge with the local branches of the Administration for Industry and Commerce inaccordance with the PRC Property Rights Law in July 2018. The pledge will remain binding until Beijing Zhong Zhi Hong Yuan and itsshareholders discharge all their obligations under the contractual arrangements. The registration of the equity pledge enables the WFOE to enforcethe equity pledge against third parties who acquire the equity interests of Beijing Zhong Zhi Hong Yuan in good faith.On December 9, 2019 and September 3, 2020, WFOE further entered into separate equity pledge agreements with Mr. Jianning Dai (“Mr.Dai”), holder of 56% of Beijing Zhong Zhi Academy’s equity interest and Jiatianxia Credit Management Co., Ltd. (“Jiatianxia Credit”), holder of67% of Shouzheng’s equity interest, respectively, the terms of which are substantially similar to the agreement of Beijing Zhong Zhi Hong Yuansummarized above. The equity pledge agreements in relation to Beijing Zhong Zhi Academy and Shouzheng remain effective for ten yearscommencing from December 9, 2019 and September 3, 2020, respectively, and each can be extended at the sole discretion of WFOE. As of the dateof this annual report, Mr. Dai and Jiatianxia Credit are still in the process of completing the registration of the equity pledges in accordance with theequity pledge agreements.Shareholders’ Proxy Agreements. On June 11, 2018, pursuant to a shareholders’ proxy agreement, the shareholders of Beijing Zhong ZhiHong Yuan agreed to irrevocably entrust WFOE to exercise their rights as the registered shareholders of Beijing Zhong Zhi Hong Yuan to attendshareholders’ meetings, cast votes on all matters of Beijing Zhong Zhi Hong Yuan requiring shareholder approval. WFOE may assign part or all ofthese proxy rights to its designated employees. WFOE will be indemnified for any loss under this agreement. This agreement will also be bindingupon successors of the parties or transferees of the parties’ equity interests. This agreement will remain in effect until terminated upon writtenconsent by all the parties to the agreement or by their successors.Table of Contents73On December 9, 2019 and September 3, 2020, Mr. Dai and Jiatianxia Credit each agreed to irrevocably entrust WFOE to exercise theirrights as the registered shareholder of Beijing Zhong Zhi Academy and Shouzheng, respectively, pursuant to the shareholder’s proxy agreementexecuted by them, the terms of which are substantially similar to the agreement of Beijing Zhong Zhi Hong Yuan summarized above.Agreements that Allows us to Receive Economic Benefits from our VIEsExclusive Technical Consultancy and Services Agreements. On June 11, 2018, pursuant to an exclusive technical consultancy and servicesagreement between WFOE and Beijing Zhong Zhi Hong Yuan, WFOE obtained the exclusive right to provide Beijing Zhong Zhi Hong Yuan withtechnical services relating to its business. In exchange for these services, Beijing Zhong Zhi Hong Yuan has agreed to make monthly payments tothe service provider for such services at an amount determined by the time consumed, the seniority of employees of WFOE providing services toBeijing Zhong Zhi Hong Yuan as well as amounts agreed by WFOE and Beijing Zhong Zhi Hong Yuan for services provided overtime. WithoutWFOE’s prior written consent, Beijing Zhong Zhi Hong Yuan agrees not to accept the same or any similar services provided by any third party.WFOE owns the intellectual property rights arising out of the performance of this agreement. The agreement has an original term of ten yearscommencing from June 11, 2018 which can be extended by WFOE at its sole discretion, or can be terminated by WFOE upon 30 days’ advancenotice.On December 9, 2019 and September 3, 2020, WFOE entered into separate exclusive technical consultancy and services agreements withBeijing Zhong Zhi Academy and Shouzheng, respectively, the terms of which are substantially similar to the agreement of Beijing Zhong Zhi HongYuan summarized above. The agreements in relation to Beijing Zhong Zhi Academy and Shouzheng have an original term of ten yearscommencing from December 9, 2019 and September 3, 2020, respectively, which can be extended by WFOE at its sole discretion, or can beterminated by WFOE upon 30 days’ advance notice.Operating Agreements. On June 11, 2018, pursuant to an operating agreement, WFOE undertook to enter into guarantee contracts withthird parties, as required by third parties, to guarantee the performance of Beijing Zhong Zhi Hong Yuan under its business contracts with thirdparties. In return, Beijing Zhong Zhi Hong Yuan is required to pledge its accounts receivable and mortgage all of its assets as counter-security toWFOE. Each of Beijing Zhong Zhi Hong Yuan and the nominee shareholders has agreed not to enter into any transaction that would substantiallyaffect the assets, rights, obligations or operations of Beijing Zhong Zhi Hong Yuan without the prior written consent of WFOE. The agreement hasan original term of ten years which can be extended prior to the expiration with written confirmation from WFOE, or can be terminated by WFOEupon 30 days’ advance notice.On December 9, 2019 and September 3, 2020, WFOE entered into separate operating agreements with Beijing Zhong Zhi Academy andShouzheng, and the respective nominee shareholder, Mr. Dai and Jiatianxia Credit, the terms of which are substantially similar to the agreement ofBeijing Zhong Zhi Hong Yuan summarized above.Table of Contents74Agreements that Provide Us with the Option to Purchase the Equity Interest in our VIEsExclusive Call Option Agreements. On June 11, 2018, pursuant to an exclusive call option agreement, as amended by a supplementaryagreement on October 1, 2018, each shareholder of Beijing Zhong Zhi Hong Yuan irrevocably granted us and WFOE an exclusive option topurchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC law, all or part of theshareholder’s equity interests in Beijing Zhong Zhi Hong Yuan. The purchase price shall be the minimum price permitted under PRC law. Withoutprior written consent of us and WFOE, Beijing Zhong Zhi Hong Yuan shall not amend its articles of association, increase or decrease the registeredcapital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests,provide any loans to any third parties, enter into any material contract with a value of more than RMB100,000 (except those contracts entered intoin the ordinary course of business), conduct mergers or acquisitions or make any investments, or distribute dividends to the shareholders. Eachshareholder of Beijing Zhong Zhi Hong Yuan has agreed that, without prior written consent of us and WFOE, he or she will not dispose his or herequity interests in Beijing Zhong Zhi Hong Yuan or create or allow any encumbrance on their equity interests. Moreover, without prior writtenconsent of us and WFOE, no dividend will be distributed to Beijing Zhong Zhi Hong Yuan’s shareholders, and if any of the shareholders receivesany profit, interest, dividend or proceeds of share transfer or liquidation, the shareholder must give such profit, interest, dividend and proceeds to usand WFOE or their designated person(s). The agreement has an original term of ten years commencing from June 11, 2018 which can be extendedat the sole discretion of us and WFOE.On December 9, 2019 and September 3, 2020, we and WFOE entered into separate exclusive call option agreements with Beijing ZhongZhi Academy and Shouzheng, and their respective majority shareholder, Mr. Dai and Jiatianxia Credit, the terms of which are substantially similarto the agreement of Beijing Zhong Zhi Hong Yuan summarized above. The agreements in relation to Beijing Zhong Zhi Academy and Shouzhenghave an original term of ten years commencing from December 9, 2019 and September 3, 2020, respectively, which can be extended at the solediscretion of us and WFOE.Loan Agreements. On June 11, 2018, pursuant to a loan agreement between WFOE and the shareholders of Beijing Zhong Zhi Hong Yuan,WFOE made loans in an aggregate amount of RMB1.5 million to the shareholders of Beijing Zhong Zhi Hong Yuan solely for makingcontributions to the business development of Beijing Zhong Zhi Hong Yuan. Pursuant to the loan agreement, the shareholders of Beijing Zhong ZhiHong Yuan shall repay the loan by transfer of all his or her equity interest in Beijing Zhong Zhi Hong Yuan to WFOE or its designated person(s).The shareholders of Beijing Zhong Zhi Hong Yuan must pay all of the proceeds from sale of such equity interests to WFOE. The loan must berepaid immediately under certain circumstances, including, among others, if a foreign investor is permitted to operate the value-addedtelecommunication service business, and us and WFOE elect to exercise their exclusive equity purchase option. The loan agreement has an originalterm of 10 years commencing from June 11, 2018 which will be automatically extended until WFOE agrees and is permitted to directly hold theequity interest of Beijing Zhong Zhi Hong Yuan under applicable laws of the PRC. The shareholders of Beijing Zhong Zhi Hong Yuan shall notrepay such loans in advance unless it is otherwise provided in this agreement.On December 9, 2019 and September 3, 2020, WFOE entered into separate loan agreements with Beijing Zhong Zhi Academy’s andShouzheng’s respective majority shareholder, Mr. Dai and Jiatianxia Credit, the terms of which are substantially similar to the agreement of BeijingZhong Zhi Hong Yuan summarized above except the followings. WFOE agreed to make loans in the amount of RMB560 thousand and RMB33.5million to Mr. Dai and Jiatianxia Credit, respectively, solely for making contributions to the respective business development of Beijing Zhong ZhiAcademy and Shouzheng. The agreements in relation to Beijing Zhong Zhi Academy and Shouzheng have an original term of 10 yearscommencing from December 9, 2019 and September 3, 2020, respectively, which will be automatically extended until WFOE agrees and ispermitted to directly hold the equity interest of Beijing Zhong Zhi Academy and Shouzheng, respectively, under applicable laws of the PRC.In the opinion of Jingtian & Gongcheng, our PRC legal counsel:●the ownership structures of our VIEs in China and WFOE that have entered into contractual arrangements with the VIEs do not andwill not result in any violation of PRC laws or regulations currently in effect; and●the contractual arrangements among WFOE, the VIEs and the shareholders of the VIEs governed by PRC law are valid, binding andenforceable, and do not and will not result in any violation of PRC laws or regulations currently in effect.Table of Contents75However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations andrules. In respect of Beijing Zhong Zhi Hong Yuan, if the PRC government finds that the agreements that establish the structure for operating ourlisting service business do not comply with PRC government restrictions on foreign investment in value-added telecommunications servicesbusinesses, such as internet content provision services and online data processing and transaction processing businesses (operating e-commercebusiness), we could be subject to penalties, including being prohibited from continuing operations. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure,” “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—If wefail to obtain or keep licenses, permits or approvals applicable to the various online real estate services provided by us, we may incur significantfinancial penalties and other government sanctions,” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”D. Property, Plant and EquipmentSee “—B. Business Overview—Facilities.”ITEM 4A. UNRESOLVED STAFF COMMENTSNone.ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with thecombined and consolidated financial statements and related notes that appear in this annual report. In addition to historical combined andconsolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Ouractual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to thesedifferences include those discussed below and in this annual report, particularly in the section titled “Item 3. Key Information—D. Risk Factors.”A. Operating ResultsOverviewWe operate a leading real estate information and analytics service platform in China in terms of geographical coverage and volume of datapoints as of December 31, 2020. Our services span across data services, analytics services, promotion services and listing services for China’s realestate markets. We discontinued our listing services business from January 2021. See “Item 4. Information on the Company—B. BusinessOverview—Our Services—Marketplace Services—China Index Listing.” We serve a substantial base of real estate participants in China, includingindustry professionals and business communities, with a reliable, comprehensive and seasonable collection of real estate data, complemented by avariety of powerful analytical and marketing tools. We currently focus more on the enormous market opportunity within China’s commercialproperty sector through our commercial property online marketing portals and mobile applications.Our service platform, developed based on our CREIS, consists of various integrated data-driven information and analytics service modulesthat are subscription-based online solutions similar to SaaS. Our data are the foundation of our service offerings. As of December 31, 2020, theChina Index Database encompassed detailed real estate information of over 2,300 cities, 2,000,000 plots of land, 370,000 residential propertyprojects and 51,500 commercial property projects in China, which renders it among the top real estate related databases in China in terms ofgeographical coverage and volume of data points.Leveraging our comprehensive information access and robust data analytics capabilities as well as our leadership in the market, we alsooffer promotion services to China’s real estate participants. We disseminate influential industry reports on select key topics, and help our clientspromote their brand names and development projects through an integrated suite of customized, omni-channel solutions consisting of promotioncampaigns across various online channels and themed events.Table of Contents76As commercial property-related business requires a sophisticated level of expertise and industry experience, we believe that we are in aunique position to operate online marketing portals for China’s commercial property market and empower it with big data and innovativetechnologies. We are also exploring other commercial property-related services to capture the enormous market opportunity arising from the rapiddevelopment of China’s commercial property sector.We have experienced stable growth in recent years. Our revenues increased by 37.7% from RMB421.0 million in 2018 to RMB579.7million in 2019, and further increased by 9.7% to RMB635.9 million (US$97.5 million) in 2020. Information and analytics services accounted for49.0%, 46.3% and 47.7%, respectively, of our revenues in 2018, 2019 and 2020. Marketplace services accounted for 51.0%, 53.7% and 52.3%,respectively, of our revenues in 2018, 2019 and 2020. Our net income increased by 48.4% from RMB165.4 million in 2018 to RMB245.5 millionin 2019. Our net loss in 2020 was RMB318.4 million (US$48.8 million), primarily due to bad debt expense.Major Factors Affecting Our Results of OperationsGeneral Factors Affecting Our Results of OperationsWe operate in China’s real estate industry, especially China’s commercial property market going forward, and our results of operations andfinancial conditions have been, and are expected to continue to be, significantly affected by the following general factors driving this industry.Growth in China’s real estate industry. China’s real estate industry has experienced rapid growth marked by periods of volatility and pricefluctuations in recent years. With the considerable development of China’s real estate industry, we believe demand for real estate information,analytics and marketing services will continue to increase. In particular, driven by the continuous economic growth and urbanization in China inrecent years, the focus of real estate investors and developers is gradually shifting towards the commercial property market, which presentssignificant growth potential as we continue to expand our commercial property-related services.Governmental policies affecting China’s real estate industry. The PRC government exercises considerable direct and indirect influenceover the real estate industry through its policies and other economic measures. The imposition of new policies, laws and regulations, or changes incurrent polices, laws and regulations, could have a material impact on the real estate market in China, which in turn would affect our business,financial condition and results of operations.Unfavorable changes in any of these general industry conditions could negatively affect the demand for our services and products andmaterially and adversely affect our business, financial condition and results of operations.Specific Factors Affecting Our Results of OperationsWhile our business is influenced by general factors affecting China’s real estate industry, we believe our results of operations are moredirectly affected by company specific factors, including the following:Our Services and ProductsOur business and results of operations depend substantially on our ability to maintain and enhance our existing services and products andintroduce new services and products that meet the evolving needs of real estate participants in China. The attractiveness of our information andanalytics services depends on our ability to expand our data sources and coverage while maintaining our data quality and provide more advancedanalytical tools. As we are developing a suite of commercial property-related services and products, our future performance will also depend on themarket acceptance of these new services and products.Table of Contents77Our Operational EfficiencyWe commenced our business as a data-driven platform providing information and analytics services and have developed the promotionservices leveraging our proprietary database. We will continue to expand our service offerings targeting the fast-developing commercial propertymarket in China. As we scale up our database and promotion services and expand our commercial property-related services, our ability to enhanceour overall operational efficiency by cross-promoting our services, sharing our talents and technologies across business lines and standardizing ouroperational procedures will be critical in controlling our cost of revenues and improving our gross margin. Our ability to streamline our corporatefunctions and improve our administrative efficiency will also contribute to a slower growth rate in our operating expenses. Our ability to enhanceoperational synergies will enable us to establish an extensive network of clients, which is critical to our ability to expand the variety of services weoffer and solidify our market leadership.Our Ability to Compete EffectivelyOur competition may intensify. Our competitors may have greater name recognition, larger client bases, better technology or data, lowerprices, easier access to data, greater user traffic or greater financial, technical or marketing resources than we have. Although the barriers to entryare relatively high, new entrants may continue to emerge and rapidly scale up their operations leveraging the fast technological advancement. Tocompete effectively, we may need to incur substantial expenses in our efforts to develop and introduce new features, functions or services, as wellas to attract and retain talents in the future by offering higher compensation and other benefits.TaxationCayman IslandsThe Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there isno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of theCayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction ofthe Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.Hong KongOur Hong Kong subsidiaries are subject to an income tax rate of 16.5% for taxable income earned in Hong Kong. Hong Kong does notimpose a withholding tax on remittance of dividends. A two-tiered profits tax rates regime was introduced in 2018 where the first HK$2 million ofassessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from theprogressive rates. No Hong Kong profit tax has been levied as we did not have assessable profit that was derived from or earned in Hong Kong in2018, 2019 and 2020.ChinaGenerally, our subsidiaries and VIEs in China are subject to enterprise income tax on their taxable income at a rate of 25%. The enterpriseincome tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.Beijing Zhong Zhi Shi Zheng, a PRC subsidiary, obtained the High and New Technology Enterprise certificate in November 2015 andrenewed it in October 2018, entitling it to a preferential enterprise income tax rate of 15% from 2015 to 2020.Xinjiang Zhong Zhi Data Information Technology Co., Ltd., a PRC subsidiary, was entitled to a tax holiday for five years starting from2017.Xinjiang Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. and Xinjiang Zhong Zhi Shi Zheng Big Data Co., Ltd, each a PRCsubsidiary, were entitled to a tax holiday for five years starting from 2020.Table of Contents78Beijing Zhong Zhi Xun Bo Data Information Technology Co., Ltd., a PRC subsidiary, was entitled to a reduced enterprise income tax rateof 12.5% for 2017. In October 2018, Beijing Zhong Zhi Xun Bo Data Information Technology Co., Ltd. obtained the High and New TechnologyEnterprise certificate, entitling it to a preferential enterprise income tax rate of 15% from 2018 to 2020.The PRC tax laws and its implementation rules impose a withholding income tax at 10%, unless reduced by a tax treaty or arrangement,on the amount of dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC that are related to earningsaccumulated beginning on January 1, 2008. As of December 31, 2020, we have accrued withholding income tax of RMB62 million (US$9.5million) on undistributed earnings of RMB620 million (US$95 million) generated by our PRC subsidiaries. As of December 31, 2020, we did notprovide for income taxes on earnings of RMB336.5 million (US$51.6 million) generated by our PRC subsidiaries, as we plan to reinvest theseearnings indefinitely in the PRC. The unrecognized deferred income tax liability related to these earnings was RMB33.6 million (US$5.2 million).If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” underthe PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. KeyInformation—D. Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income taxpurposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”Critical Accounting Policies, Judgments and EstimatesAn accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that arehighly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in theaccounting estimates that are reasonably likely to occur periodically, could materially impact the combined and consolidated financial statements.We prepare our combined and consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments,estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our ownhistorical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is anintegral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Someof our accounting policies require a higher degree of judgment than others in their application and require us to make significant accountingestimates.The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our combined andconsolidated financial statements and other disclosures included in this annual report. When reviewing our combined and consolidated financialstatements, you should consider our selection of critical accounting policies, the judgments and other uncertainties affecting the application of suchpolicies and the sensitivity of reported results to changes in conditions and assumptions.Revenue RecognitionWe adopted the new revenue recognition standards, or ASC 606, effective January 1, 2018 using the modified retrospective method forcontracts which were not completed at the date of initial adoption. Our contracts with customers often include promises to transfer multipleproducts and services. For these contracts, we account for individual performance obligations separately if they are capable of being distinct anddistinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may requiresignificant judgment. Judgment is also required to determine the stand-alone selling price, or the SSP, for each distinct performance obligation. Ininstances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP usinginformation that may include market conditions and other observable inputs. In making these judgments, we analyze various factors, including ourpricing methodology and overall market and economic conditions.Allocation of Corporate ExpensesFang historically performed centralized functions on behalf of us prior to our separation from Fang in June 2019. The allocation ofexpenses requires judgment to determine a reasonable allocation methodology to be used to appropriately reflect the historical Fang’s expensesattributable to us.Table of Contents79Expense allocation primarily relates to centralized functions, including finance, accounting, treasury, tax, legal, internal audit and humanresources functions. In addition, expense allocations include, among other costs, IT maintenance and professional fees. The allocations of expenseswere based on the number of our staff relative to Fang’s total number of staff, or our revenues relative to Fang’s total revenues, where appropriate.We believe the methodology used to allocate a particular shared cost provides the best reflection of the activity and cost in the historical periods.LeasesWe lease our offices primarily from Fang. Our lease agreements with Fang do not provide information on how to determine the implicitinterest rate in the agreements. This requires us to make significant judgments in determining the incremental borrowing rate to be used incalculating operating lease liabilities as of the adoption date. We estimate the incremental borrowing rate primarily by reference to the risk-freeinterest rate of China, our credit rating and lease term.Allowance for amounts due from FangWe had an amount due from Fang in the amount of US$84.0 million (equivalent to RMB547.1 million) relating to our guarantee for the payment obligations of Fang under the convertible notes agreements as of December 31, 2020. Based on our credit assessment on the collectability of amounts due from Fang, taking into consideration of current market conditions and Fang’s financial condition, as well as (1) Fang is subject to a winding-up petition by a noncontrolling shareholder in Cayman Court; (2) Fang is late in the filing of its annual 20-F for the year ended December 31, 2020; (3) Fang had to rely on us as the guarantor to settle the convertible notes agreements; and (4) we do not have any collateral placed by Fang against the amounts due from Fang, we have accrued 100% provision against the amounts due from Fang in the amount of RMB547.1 million (US$84.0 million) as of December 31, 2020, which was recorded as bad debt expense on the combined and consolidated statements of comprehensive income (loss) for the year ended December 31, 2020.Recent Accounting PoliciesIn August 2018, the Financial Accounting Standards Board, or the FASB, issued ASU No. 2018-13, or ASU 2018-13, Fair ValueMeasurement (Topic 820): Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifiescertain disclosure requirements on fair value measurements, including (1) clarifying narrative disclosure regarding measurement uncertainty fromthe use of unobservable inputs, if those inputs reasonably could have been different as of the reporting date, (2) adding certain quantitativedisclosures, including (i) changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fairvalue measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used todevelop Level 3 fair value measurements, and (3) removing certain fair value measurement disclosure requirements, including (i) the amount ofand reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels of the fairvalue hierarchy and (iii) the valuation processes for Level 3 fair value measurements. The amendments in ASU 2018-13 are effective for all entitiesfor fiscal years and interim periods within those fiscal years beginning after December 15, 2019. We are permitted to early adopt any removed ormodified disclosure and delay adoption of the additional disclosures until their effective date. We adopted ASU 2018-13 effective on January 1,2020. The adoption of this new accounting standard did not have a significant impact on our combined and consolidated financial statements.In June 2016, the FASB issued ASU No. 2016-13, or ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement ofCredit Losses on Financial Instruments. ASU 2016-13 was further amended in November 2019 by ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASU 2016-13 is effective for publiccompanies for fiscal years and interim periods within those years beginning after December 15, 2019. For all other entities, it is effective forfiscal years and interim periods within those years beginning after December 15, 2022. As we are an “emerging growth company” and elect toapply for the new and revised accounting standards at the effective date for a private company, ASU 2016-13 will be applied for the fiscal yearending December 31, 2023. We are currently evaluating the impact of adopting this standard on our combined and consolidated financialstatements.Table of Contents80Key Components of Our Results of OperationsRevenuesWe generate most of our revenues from information and analytics services and marketplace services. We discontinued our listing servicesbusiness from January 2021 and we do not expect to receive additional revenues from listing services from 2021. The following table sets forth abreakdown of our revenues for the periods indicated.Year ended December 31,201820192020 RMB % RMB % RMB US$ %(in thousands, except for percentages)Information and analytics services 206,201 49.0 268,548 46.3 303,352 46,491 47.7Data services 125,147 29.7 138,643 23.9 166,264 25,481 26.1Analytics services 81,054 19.3 129,905 22.4 137,088 21,010 21.6Marketplace services 214,823 51.0 311,102 53.7 332,558 50,968 52.3Promotion services 189,718 45.0 244,154 42.2 301,962 46,278 47.5Listing services (1) 25,105 6.0 66,948 11.5 30,596 4,690 4.8Total 421,024 100.0 579,650 100.0 635,910 97,459 100.0Note:(1)We discontinued our listing services business from January 2021. See “Item 4. Information on the Company—B. Business Overview—Our Services—Marketplace Services—China Index Listing.”Information and Analytics ServicesOur revenues from information and analytics services include revenues from data services and analytics services.Data services. Our proprietary data service platform, including the China Index Database and a number of integrated analytical modulesbased on our proprietary database, such as China Index Appraisal, China Index Rating and China Index Land, allows our data services subscribersto track, understand and analyze the real estate industry and real estate information in China, in exchange for a fixed monthly fee. Revenues fromdata services are recognized on a straight-line basis over the subscription period.Analytics services. We also generate fees from producing customized industry research reports, data monitoring and survey servicesprovided through our China Index Analytics modules to our clients.Marketplace ServicesPromotion services. Leveraging our comprehensive information access and robust data analytics capabilities as well as our leadership inthe market, we offer promotion services to China’s real estate participants. We disseminate influential industry reports on select key topics and helpour clients promote their brand names and development projects through an integrated suite of customized, omni-channel solutions consisting ofpromotion campaigns across various online channels and themed events. Revenues of promotion services are recognized on a straight-line basisover the service period, which is typically one year.Listing services. Listing services comprise of commercial property listing services and agent services in respect of commercial properties.We cooperated with Fang in the provision of listing services. Commercial property listing services allow our clients to post listings of commercialproperties, access comprehensive leads lists and utilize advanced marketing and search tools for a specified period of time, which typically rangefrom one to three months, in exchange for a fixed fee. We also acted as an agent on behalf of Fang on listing services in respect of commercialproperties prior to 2020. We ceased to provide listing services from January 2021. See “Item 4. Information on the Company—B. BusinessOverview—Our Services—Marketplace Services—China Index Listing.”Table of Contents81Cost of RevenuesThe following table sets forth the components of our cost of revenues by nature, both in absolute amount and as a percentage of ourrevenues, for the periods indicated.Year ended December 31,201820192020 RMB % RMB % RMB US$ %(in thousands, except for percentages)Staff costs 43,702 10.4 56,881 9.8 44,704 6,851 7.0Campaign costs 13,018 3.1 19,500 3.4 11,555 1,771 1.8Office and rental expenses 8,805 2.1 11,008 1.9 9,767 1,497 1.5Value-added taxes and surcharges 4,005 1.0 3,708 0.6 3,274 502 0.5Others 18,203 4.2 19,395 3.3 36,228 5,552 5.8Total 87,733 20.8 110,492 19.0 105,528 16,173 16.6Table of Contents82Our cost of revenues mainly consists of staff costs, campaign costs and office and rental expenses. Campaign costs are primarily the feeswe paid for rental of conference venues and brochures printing. Other costs include traveling expenses, technology service fees and others. Despiteof the decrease in cost of revenues in 2020 mainly due to a decrease in staff costs as a result of the termination of our cooperation agreement withFang to provide listing agent services for commercial properties to Fang from January 1, 2020 and a decrease in campaign costs as in-personthemed events and campaigns were restricted or prohibited as a result of the social distancing measures implemented in China in response to theCOVID-19 pandemic, we expect that our cost of revenues will increase as we continue to expand our services and our client base over time.Operating ExpensesThe following table sets forth our operating expenses, both in absolute amount and as a percentage of our revenues, for the periodsindicated.Year ended December 31,201820192020 RMB % RMB % RMB US$ % (in thousands, except for percentages)Selling and marketing expenses 77,731 18.5 99,020 17.1 112,414 17,228 17.7General and administrative expenses(1) 66,993 15.9 77,773 13.4 85,700 13,134 13.5Bad debt expense(1) — — 4,842 0.8 559,445 85,741 87.9Total 144,724 34.4 181,635 31.3 757,559 116,103 119.1Note:(1) We have reclassified bad debt expense as a new line item from general and administrative expenses in the presentation of our combined andconsolidated statements of operations data.Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and benefits for, and incentive payments to,our sales and marketing personnel as well as other related expenses associated with sales and marketing. We expect our selling and marketingexpenses to increase as we plan to engage in more selling and marketing activities to enhance our existing service offerings, broaden our client baseas well as expand our commercial property-related services.General and Administrative Expenses. Our general and administrative expenses consist primarily of salaries and benefits for ouradministrative staff and research and development personnel, rental expenses, and other related expenses. We expect our general and administrativeexpenses to increase due to the anticipated growth of our business, increased investment in technology innovation and costs related to operating asa public company and complying with our reporting obligations under the U.S. securities laws.Bad Debt Expense. Our bad debt expense consists primarily of (1) provisions for bad debt associated with our accounts receivables and (2)the provision for amounts due from Fang for the amount borne by us under the settlement deeds and we made a 100% provision for such amount.For details of the convertible notes and settlement deeds, see “Item 5.Operating and Financial Review and Prospects - B. Liquidity and CapitalResources.” We expect our bad debt expense in relation to our accounts receivables to increase along with our business growth. We do not expectto incur further bad debt expense in relation to the amounts due from Fang as we have made 100% provision for such amount.Table of Contents83Results of OperationsThe following table sets forth a summary of our combined and consolidated results of operations both in absolute amount and asa percentage of our revenues for the periods indicated.Year Ended December 31,201820192020 RMB % RMB % RMB US$ %(in thousands, except for percentages)Revenues 421,024 100.0 579,650 100.0 635,910 97,459 100.0Information and analytics services 206,201 49.0 268,548 46.3 303,352 46,491 47.7Marketplace services 214,823 51.0 311,102 53.7 332,558 50,968 52.3Cost of revenues (87,733) (20.8) (110,492) (19.0) (105,528) (16,173) (16.6)Gross profit 333,291 79.2 469,158 81.0 530,382 81,286 83.4Operating expenses Selling and marketing expenses (77,731) (18.5) (99,020) (17.1) (112,414) (17,228) (17.7)General and administrative expenses (1) (66,993) (15.9) (77,773) (13.4) (85,700) (13,134) (13.5)Bad debt expense (1) — — 4,842 0.8 (559,445) 85,741 87.9Operating income (loss) 188,567 44.8 287,523 49.7 (227,177) 34,817 (35.7)Interest income 664 0.1 2,200 0.4 1,625 249 0.3Change in fair value of the warrants — — (1,152) (0.2) 1,359 208 0.2Investment income 4,842 1.2 714 0.1 9,294 1,424 1.5Government grants 1,395 0.3 903 0.2 5,997 919 0.8Income (loss) before income taxes 195,468 46.4 290,188 50.2 (208,902) 32,017 (32.9)Income tax expense (30,048) (7.1) (44,737) (7.7) (109,454) (16,775) (17.2)Net income (loss) 165,420 39.3 245,451 42.5 (318,356) 48,792 (50.1)Year Ended December 31, 2020 Compared to Year Ended December 31, 2019Note:(1) We have reclassified bad debt expense as a new line item from general and administrative expenses in the presentation of our combined andconsolidated statements of operations data.Revenues. Our revenues, consisting of those generated from information and analytics services and marketplace services, increased by9.7% from RMB579.7 million in 2019 to RMB635.9 million (US$97.5 million) in 2020.Information and Analytics Services●Data services. Our revenues from data services increased by 20.0% from RMB138.6 million in 2019 to RMB166.3 million (US$25.5million) in 2020, primarily due to (1) the continued increase in the number of clients that subscribed to our database, and (2) theincrease in the average selling price due to the upgrading of our services.Table of Contents84●Analytics services. Our revenues from analytics services increased by 5.5% from RMB129.9 million in 2019 to RMB137.1 million(US$21.0 million) in 2020, primarily due to the continued increase in the number of clients that purchased our analytics servicesalong with our business growth.Marketplace Services●Promotion services. Our revenues from promotion services increased by 23.6% from RMB244.3 million in 2019 to RMB302.0million (US$46.3 million) in 2020, primarily driven by (1) the continued increase in the number of clients that purchased ourpromotion services, and (2) the increase in the average selling price of our promotion services.●Listing services. Our revenues from listing services decreased by 54.3% from RMB66.9 in 2019 to RMB30.6 million (US$4.7million) in 2020, primarily due to the termination of our cooperation agreement with Fang to provide listing agent services forcommercial properties to Fang from January 1, 2020 and the decrease in the number of customers.Cost of revenues. Our cost of revenues decreased by 4.5% from RMB110.5 million in 2019 to RMB105.5 million (US$16.2 million) in2020 primarily due to (1) a decrease of RMB12.2 million (US$1.9 million) in staff costs as a result of the termination of our cooperation agreementwith Fang to provide listing agent services for commercial properties to Fang from January 1, 2020 and (2) a decrease of RMB8.0 million (US$1.2million) in campaign costs as in-person themed events and campaigns were restricted or prohibited as a result of the social distancing measuresimplemented in China in response to the COVID-19 pandemic, partially offset by an increase in technology fees.Gross profit. As a result of the foregoing, our gross profit increased by 13.0% from RMB469.2 million in 2019 to RMB530.4 million(US$81.3 million) in 2020. Our gross margin was 81.0% and 83.5% in 2019 and 2020, respectively.Operating expenses. Our total operating expenses increased by 317.2% from RMB181.6 million in 2019 to RMB757.6 million (US$116.1million) in 2020, primarily due to bad debt expense.●Selling and marketing expenses. Our selling and marketing expenses increased by 13.5% from RMB99.0 million in 2019 toRMB112.4 million (US$17.2 million) in 2020, primarily due to (1) an increase of RMB13.3 million (US$2.0 million) in salaries andbenefits paid to our sales and marketing personnel as a result of increase in headcounts, (2) an increase of RMB4.0 million (US$0.6million) in promotion fees due to increasing marketing needs, partially offset by a decrease of RMB5.0 million (US$0.8 million) intransportation and travelling fees during the COVID-19 pandemic.●General and administrative expenses. Our general and administrative expenses increased by 10.2% from RMB77.8 million in 2019to RMB85.7 million (US$13.1 million) in 2020, primarily due to an increase of RMB5.2 million (US$0.8 million) in foreignexchange loss as a result of the fluctuation in exchange rate of U.S. dollar against RMB.●Bad debt expense. Our bad debt expense increased by 115 folds from RMB4.8 million in 2019 to RMB559.4 million (US$85.7million) in 2020, primarily due to bad debt expense of RMB547.1 million (US$84.0 milion) of provision for amounts due from Fangfor the amount borne by us under the settlement deeds and we made a 100% provision for such amount. For details of the convertiblenotes and settlement deeds, see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources.”Table of Contents85Income tax expenses. We had income tax expenses of RMB44.7 million in 2019 and RMB109.5 million (US$16.8 million) in 2020. Theeffective income tax rate was 15.4% for 2019 which was lower than the statutory enterprise income tax rate, primarily due to the effect of thepreferential tax rates, and the research and development expenses bonus deduction, partially offset by effect of the unrecognized tax benefits andnon-deductible share-based compensation expense. The effective income tax rate was 52.4% for 2020 which was higher than the statutoryenterprise income tax rate, primarily due to the effect of the tax rate differential for non-PRC entities and the withholding tax for undistributedearnings from PRC subsidiaries, partially offset by the effect of the preferential tax rates and the research and development bonus deduction.Net income. As a result of the foregoing, we recorded a net income of RMB245.5 million in 2019 and a net loss of RMB318.4 million(US$48.8 million) in 2020.Year Ended December 31, 2019 Compared to Year Ended December 31, 2018Revenues. Our revenues, consisting of those generated from information and analytics services and marketplace services, increased by37.7% from RMB421.0 million in 2018 to RMB579.7 million in 2019.Information and Analytics Services●Data services. Our revenues from data services increased by 10.8% from RMB125.1 million in 2018 to RMB138.6 million in 2019,primarily due to (1) the continued increase in the number of clients that subscribed to our database, and (2) the increase in theaverage selling price due to the upgrading of our services.●Analytics services. Our revenues from analytics services increased by 60.2% from RMB81.1 million in 2018 to RMB129.9 million in2019, primarily due to the continued increase in the number of clients, including certain of our related parties, that purchased ouranalytics services along with our business growth.Marketplace Services●Promotion services. Our revenues from promotion services increased by 28.8% from RMB189.7 million in 2018 to RMB244.3million in 2019, primarily driven by (1) the continued increase in the number of clients that purchased our promotion services, and(2) the increase in our promotion service fees.●Listing services. Our revenues from listing services increased significantly from RMB25.1 million in 2018 to RMB66.9 million in2019, primarily driven by our continued focus on developing commercial property listing-related business and the increase in thenumber of clients, including certain of our related parties, for our listing services.Cost of revenues. Our cost of revenues increased by 26.0% from RMB87.7 million in 2018 to RMB110.5 million in 2019 primarily due to(1) an increase of RMB13.2 million in salaries and benefits paid to our employees as a result of increases in headcounts and average compensationlevel, (2) an increase of RMB6.5 million in campaign costs along with our business growth, and (3) an increase of RMB2.2 million in office andrental expenses.Gross profit. As a result of the foregoing, our gross profit increased by 40.8% from RMB333.3 million in 2018 to RMB469.2 million in2019. Our gross margin was 79.2% and 81.0% in 2018 and 2019, respectively.Operating expenses. Our total operating expenses increased by 25.5% from RMB144.7 million in 2018 to RMB181.6 million in 2019,primarily due to primarily due to the increase in headcounts in line with our business growth and the increase in our average compensation level inorder to retain and attract talents.●Selling and marketing expenses. Our selling and marketing expenses increased by 27.4% from RMB77.7 million in 2018 toRMB99.0 million in 2019, primarily due to an increase of RMB17.2 million in salaries and benefits paid to our sales and marketingpersonnel as a result of increases in headcounts and average compensation level.Table of Contents86●General and administrative expenses. Our general and administrative expenses increased by 16.1% from to RMB67.0 million in2018 to RMB77.8 million in 2019, primarily due to (1) an increase of RMB22.1 million in salaries and benefits paid to ouradministrative staff and research and development personnel as a result of increases in headcounts and average compensation level,partially offset by a decrease of RMB13.1 million in professional fees and expenses incurred in connection with the separation asmost of such fees and expenses were incurred in 2018.●Bad debt expense. We recorded RMB4.8 million of bad debt expense associated with our accounts receivable in 2019.Income tax expenses. We had income tax expenses of RMB30.0 million in 2018 and RMB44.7 million in 2019. The effective income taxrate was 15.4% and 15.4% for 2018 and 2019, respectively, which was lower than the statutory enterprise income tax rate, primarily due to theeffect of the preferential tax rates and tax holiday, and the research and development expenses bonus deduction, partially offset by effect of theunrecognized tax benefits and non-deductible share-based compensation expense.Net income. As a result of the foregoing, our net income increased by 48.4% from RMB165.4 million in 2018 to RMB245.5 million in2019.B. Liquidity and Capital ResourcesOur primary sources of liquidity have been capital contribution from Fang prior to our separation from Fang and cash generated fromoperating activities, which have historically been sufficient to meet our working capital and capital expenditure requirements. As of December 31,2018, 2019 and 2020, our cash and cash equivalents were RMB164.2 million, RMB214.1 million and RMB280.4 million (US$43.0 million),respectively.We believe that our current cash and cash equivalents and anticipated cash flows from operating activities will be sufficient to meet ouranticipated working capital requirements, and capital expenditures in the ordinary course of business for the next 12 months. We may, however,need additional cash resources in the future if we experience changes in business condition or other developments, or if we find and wish to pursueopportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amountof cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. See “Item 3. KeyInformation—D. Risk Factors—Risks Relating to the ADSs—Your percentage of ownership in our company may be diluted in the future.Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline.”Fang issued convertible notes to certain institutional investors in 2015. These convertible notes bore an interest rate of 1.5% per annumuntil due in 2022 (the “2022 Notes”). The holders had the right, from time to time, to convert all or any portion of the convertible notes into FangClass A ordinary shares at an initial conversion rate of 27.9086 Fang Class A ordinary shares per US$1,000 principal amount, subject to adjustmentunder the terms of the convertible notes. In connection with our separation from Fang, taking into consideration of the outstanding aggregateprincipal amount of US$250 million at that time, we issued a warrant to each of the holders of such convertible notes, which entitled them topurchase for nominal consideration up to 6,977,150 Class A ordinary shares in the aggregate. In the event that holders subsequently decide not toconvert the convertible notes, and instead, demand payment of principal and accrued interest upon maturity of the convertible notes, the warrantwould be canceled and the right to purchase our Class A ordinary shares would be forfeited. In addition, we also provided a guarantee for thebenefit of the holders, under which we would be liable to the payment obligations under the convertible notes if a demand thereunder may be madeor there have been certain circumstances relating to our company, including, among others, change-in-control transactions or certain fundamentalchanges to our share capital. In October 2019 and December 2019, Fang repurchased from certain holders of the 2022 Notes in an aggregateprincipal amount of US$82.94 million for a total consideration of US$83.78 million. As a result of the winding-up petition against Fang andpursuant to the terms of the 2022 Notes, the outstanding principal of, and accrued and unpaid interest on the 2022 Notes, which were originally duein 2022, became due and payable on December 13, 2020. In 2021, we entered into settlement deeds with Fang and the holders of the 2022 Notes.Pursuant to the settlement deeds, Fang and we each agreed to repay 50% of the total amount of US$168.0 million by installment in 2021 to theholders of the 2022 Notes, including the outstanding principal of US$167.2 million and unpaid interest of US$0.8 million as of December 31,2020. Accordingly, we accrued a guarantee liability in the amount of US$84.0 million (equivalent to RMB547.1 million) as of December 31, 2020.We repaid to the holders of the 2022 Notes on behalf of Fang (1) US$42.4 million (including US$0.2 million of interest expenses in 2021) onSeptember 24, 2021 and (2) US$41.8 million on November 10, 2021. In addition, Fang repaid to the holders of the 2022 Notes (1) US$42.4 millionon September 28, 2021 (including US$0.2 million of interest expenses in 2021) and (2) US$41.8 million on November 15, 2021. As ofTable of Contents87the date of this annual report, the 2022 Notes have been fully repaid. Separately, we entered into a supplemental agreement with Fang onSeptember 24, 2021, pursuant to which Fang has agreed to repay us the amount borne by us under the settlement deeds by December 31, 2023.Notwithstanding our ongoing effort to collect the amounts due from Fang, based on our credit assessment on the collectability of the amounts duefrom Fang, taking into consideration current market conditions and Fang's financial condition, as well as that (1) Fang is subject to a winding-uppetition by a noncontrolling shareholder in the Cayman Court; (2) Fang was late in the filing of its annual report on form 20-F for the year endedDecember 31, 2020; (3) Fang had to rely on us as the guarantor to settle the 2022 Notes; and (4) we do not have any collateral placed by Fangagainst the amounts due from Fang, we have accrued 100% provision against the amounts due from Fang in the amount of RMB547.1 million(US$84.0 million) as of December 31, 2020, which was recorded as bad debt expense in 2020.Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materiallyaffect our financial condition and results of operations.Cash FlowThe following table sets forth a summary of our cash flows for the periods indicated.Year Ended December 31,201820192020 RMB RMB RMB US$(in thousands)Net cash provided by operating activities 202,519 334,039 327,544 50,201Net cash provided by (used in) investing activities 4,803 (124,348) (257,750) (39,503)Net cash used in financing activities (274,385) (160,194) — —Effect of foreign currency exchange rate changes on cash and cash equivalents 77 377 (3,515) (540)Net (decrease) increase in cash and cash equivalents (66,986) 49,874 66,279 10,158Cash and cash equivalents as of the beginning of the year 231,188 164,202 214,076 32,809Cash and cash equivalents as of the end of the year 164,202 214,076 280,355 42,967Operating ActivitiesNet cash provided by operating activities was RMB327.5 million (US$50.2 million) in 2020, primarily due to net loss of RMB318.4million (US$48.8 million), adjusted for (1) allowance for amounts due from a related party of RMB547.1 million (US$84.0 million), (2) deferredincome tax expense of RMB60.5 million (US$9.3 million), (3) allowance for doubtful accounts of RMB12.4 million (US$1.9 million), (4)investment income of RMB9.3 million (US$1.4 million), (5) share-based compensation expense of RMB8.6 million (US$1.3 million), (6)reduction in the carrying amount of right-of-use assets of RMB5.2 million (US$0.8 million), (7) change in fair value of the warrants of RMB1.4million (US$0.2 million), and (8) changes in working capital. Changes in working capital primarily consisted of (1) an increase of RMB557.6million (US$85.5 million) in accrued expenses and other liabilities due to our guarantee liability in relation to the convertible notes issued by Fang,(2) an increase of RMB20.6 million (US$3.2 million) in deferred revenues due to cash received in advance from clients, and (3) an increase ofRMB17.6 million (US$2.7 million) in other non-current liabilities due to unrecognized tax benefits, partially offset by (1) an increase ofRMB547.1 million (US$84.0 million) in amounts due from a related party as we accrued a guarantee liability, which should be repaid by Fang to usno later than December 31, 2023 according to the agreement between Fang and us, (2) an increase of RMB17.7 million (US$2.7 million) inaccounts receivable, (3) a decrease of RMB7.3 million (US$1.1 million) in amounts due to related parties due to timely settlement, and (4) adecrease of RMB10.3 million (US$1.6 million) in long-term lease liabilities primarily due to our cash payments related to operating leaseliabilities.Net cash provided by operating activities was RMB334.0 million in 2019, primarily due to net income of RMB245.5 million, adjusted for(1) share-based compensation expense of RMB8.2 million, (2) reduction in the carrying amount of right-of-use assets of RMB5.0 million, (3)allowance for doubtful accounts of RMB4.8 million, (4) change in fair value of the warrants of RMB1.2 million, and (5) changes in workingcapital. Changes in working capital primarily consisted of (1) an increase of RMB60.3 million in deferred revenues due to cash received in advancefrom clients, and (2) an increase of RMB22.9 million in other non-current liabilities due to unrecognized tax benefits, and (3) an increase ofRMB8.9 million in income tax payable, partially offset by (1) a decrease of RMB14.9 million in long-term lease liabilities primarily due to ourcash payments related to operating lease liabilities, and (2) an increase of RMB13.6 million in accounts receivable.Table of Contents88Net cash provided by operating activities was RMB202.5 million in 2018, primarily due to net income of RMB165.4 million, adjusted for(1) share-based compensation expense of RMB6.8 million, (2) gains on sale of short-term investments of RMB4.8 million, (3) depreciation ofproperty and equipment of RMB1.2 million, and (4) changes in working capital. Changes in working capital primarily consisted of (1) an increaseof RMB20.3 million in accrued expenses and other liabilities due to the increase of unpaid payroll and employee benefits and tax payable, (2) anincrease of RMB15.5 million in other non-current liabilities due to unrecognized tax benefits, (3) an increase of RMB13.6 million in deferredrevenues due to cash received in advance from clients, partially offset by (1) a decrease of RMB8.1 million in income tax payable, and (2) anincrease of RMB7.2 million in accounts receivable.Investing ActivitiesNet cash used in investing activities was RMB257.8 million (US$39.5 million) in 2020, primarily due to purchase of short-terminvestments of RMB4,084.4 million (US$626.0 million) in wealth management products, partially offset by proceeds from sales of short-terminvestments of RMB3,827.1 million (US$586.5 million) in wealth management products.Net cash used in investing activities was RMB124.4 million in 2019, primarily due to purchase of short-term investments of RMB340.0million in wealth management products, partially offset by proceeds from sales of short-term investments of RMB215.7 million in wealthmanagement products.Net cash provided by investing activities was RMB4.8 million in 2018, primarily due to proceeds from sales of short-term investments ofRMB1,304.8 million in wealth management products, partially offset by purchase of short-term investments of RMB1,300.0 million in wealthmanagement products.Financing ActivitiesNet cash used in financing activities was nil in 2020.Net cash used in financing activities was RMB160.2 million in 2019, primarily due to net transfers of RMB160.2 million to Fang, whichoccurred prior to our separation from Fang.Net cash used in financing activities was RMB274.4 million in 2018, primarily due to (1) net transfers of RMB270.6 million to Fang, and(2) repayment of cash advance from related parties of RMB3.8 million.Capital ExpendituresOur capital expenditures were RMB64,757, RMB62,227 and RMB584,443 (US$89,418), in 2018, 2019 and 2020, respectively. Ourcapital expenditures were mainly used for purchases of electronic equipment relating to the operation of our database, office furniture and leaseholdimprovement for our office facilities. We will continue to make capital expenditures to meet the expected growth of our business.InflationIn recent years, China has not experienced significant inflation. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for 2018, 2019 and 2020 were increases of 2.1%, 2.9% and 2.5%, respectively. Although we havenot been materially affected by inflation in recent years, we may be affected if China experiences higher rates of inflation in the future.Holding Company StructureChina Index Holdings Limited is a holding company with no material operations of its own. We conduct our operations through oursubsidiaries and VIEs in China. As a result, China Index Holdings Limited’s ability to pay dividends depends upon dividends paid by oursubsidiaries and cash payments from our VIEs in China. If our existing PRC subsidiaries or VIEs or any newly formed ones incur any debt on theirown behalf in the future, the instruments governing their debts may restrict their ability to pay dividends or make cash payments to us. In addition,our wholly foreign-owned subsidiaries in China are permitted to pay dividends toTable of Contents89us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC laws, our wholly foreign-owned subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain general reserve funds until such reserve funds reach 50% of its registered capital. In addition, each of our subsidiaries and VIEs in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. Our subsidiaries and VIEs in China may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. For the years ended December 31, 2018, 2019 and 2020, no profit appropriation to statutory surplus fund or to other reserve funds was made for our entities incorporated in the PRC. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. For the years ended December 31, 2018, 2019 and 2020, our PRC subsidiaries did not pay any dividends. In September and November 2021, our PRC subsidiaries paid a total of approximately RMB620 million of dividends to China Index Holdings Limited mainly to fulfill our payment obligations under the settlement deeds in relation to the convertible notes issued by Fang.C. Research and Development, Patents and Licenses, etc.See “Item 4. Information on the Company—B. Business Overview—Research and Technology” and “Item 4. Information on theCompany—B. Business Overview—Intellectual Property.”D. Trend InformationThe COVID-19 pandemic has resulted in quarantines, travel restrictions, and temporary closure of facilities in China and many othercountries since early 2020. Consequently, the COVID-19 pandemic has, and may continue to, materially adversely affect our business, results ofoperations and financial condition for the current fiscal year and beyond, including but not limited to business disturbances, slowdown in revenuegrowth and delayed collection of accounts receivables from our customers. Because of the significant uncertainties surrounding the COVID-19pandemic, the extent of business disturbances and related financial impact cannot be reasonably estimated at this time. See “Item 3. KeyInformation— D. Risk Factors” of this annual report.We discontinued our listing services business from January 2021. See “Item 4. Information on the Company-B. Business Overview-OurServices-Marketplace Services-China Index Listing.”Other than as disclosed in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the yearof 2020 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or thatcaused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.Table of Contents90E. Off-Balance Sheet ArrangementsWe provided a guarantee for the benefit of the holders of the 2022 Notes, under which we would be liable to the payment obligationsunder the convertible notes if a demand thereunder may be made or there have been certain circumstances relating to our company, including,among others, change-in-control transactions or certain fundamental changes to our share capital. As a result of the winding-up petition againstFang and pursuant to the terms of the 2022 Notes, the outstanding principal of, and accrued and unpaid interest on the 2022 Notes, which wereoriginally due in 2022, became due and payable on December 13, 2020. In 2021, we entered into settlement deeds with Fang and the holders of the2022 Notes. Pursuant to the settlement deeds, Fang and we each agreed to repay 50% of the outstanding principal and unpaid interest byinstallment in 2021 to the holders of the 2022 Notes. As of the date of this annual report, the 2022 Notes have been fully repaid. For details of the2022 Notes and settlement deeds, see “—B. Liquidity and Capital Resources.”Other than the above, we have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments toguarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares andclassified as shareholder’s equity, or that are not reflected in our combined and consolidated financial statements. Furthermore, we do not have anyretained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages inleasing, hedging or research and development services with us.F. Tabular Disclosure of Contractual ObligationsThe following table sets forth our contractual obligations as of December 31, 2020. Less than oneOne to threeThree toMore thanTotalyearyearsfive yearsfive years RMB US$ RMB RMB RMB RMB(in thousands)Operating leases 36,405 5,579 — 5,921 15,242 15,242Our contractual obligations as of December 31, 2020 also included additional income taxes payable of RMB118.0 million (US$18.1million) in the event that a tax position is ultimately disallowed by relevant tax authorities. We provided a guarantee for the benefit of the holders ofthe 2022 Notes, under which we would be liable to the payment obligations under the convertible notes if a demand thereunder may be made orthere have been certain circumstances relating to our company, including, among others, change-in-control transactions or certain fundamentalchanges to our share capital. As a result of the winding-up petition against Fang and pursuant to the terms of the 2022 Notes, the outstandingprincipal of, and accrued and unpaid interest on the 2022 Notes, which were originally due in 2022, became due and payable on December 13,2020. In 2021, we entered into settlement deeds with Fang and the holders of the 2022 Notes. Pursuant to the settlement deeds, Fang and we eachagreed to repay 50% of the outstanding principal and unpaid interest by installment in 2021 to the holders of the 2022 Notes. As of the date of thisannual report, the 2022 Notes have been fully repaid. For details of the 2022 Notes and settlement deeds, see “—B. Liquidity and CapitalResources.”Other than the above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December31, 2020.G. Safe HarborSee “Forward-looking Statements.”Table of Contents91ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. Directors and Executive OfficersThe following table sets forth certain information relating to our directors and executive officers as of the date of this annual report.Name Age PositionVincent Tianquan Mo 57 Chairman of the board of directorsYu Huang 54 Director, chief executive officer and presidentJie Jiao 41 Independent directorRobert Ciemniak 46 Independent directorJeff Xuesong Leng 52 Independent directorLili Chen 32 Deputy chief financial officerCan Xie 37 Chief technology officerYong Wang 51 Vice presidentVincent Tianquan Mo is the founder and chairman of China Index Holdings Limited (NASDAQ: CIH) since 2007. Mr. Mo also serves asthe chairman of the board of directors of Fang Holdings Limited (NYSE: SFUN) and a non-executive director of the board of directors ofHopefluent Group Holdings Limited (0733.HK). Prior to founding Fang Holdings Limited and China Index Holdings Limited, Mr. Mo served as anExecutive Vice President at Asia Development and Finance Corporation from 1996 to 1998, a General Manager for Asia at Teleres, a venture ofDow Jones & Co., and AEGON US which provides online commercial real estate information services from 1994 to 1996. Mr. Mo holds aBachelor’s degree in Engineering from South China University of Technology, a Master’s degree of Science degree in Business Administrationfrom Tsinghua University and a Master of Arts degree and Ph.D candidate in Economics from Indianan University.Yu Huang has served as our chief executive officer and president since January 2019, responsible for overall management of ourcompany, and has served as our director since May 30, 2019. Prior to joining our company in 2000, Ms. Huang served as a senior investmentconsultant at Weiningxie Company Limited (China) from 1998 to 2000. She served as the manager in the engineering contract and budgetdepartment at H.K.I. Company Limited, a subsidiary of HKI Group, from 1996 to 1998. She served as a project manager at Beijing Uni.-Construction Group Company Limited from 1990 to 1996. Ms. Huang holds a bachelor’s degree in engineering from North China University ofTechnology, a master’s degree in business administration from Beijing Jiaotong University (formerly Northern Jiaotong University) and a PhDdegree in management from Huazhong University of Science and Technology. Ms. Huang is currently pursuing her EMBA degree in PBC Schoolof Finance, Tsinghua University.Jie Jiao has served as our independent director since May 30, 2019. Ms. Jiao has served as the chief financial officer of Play forDream Inc. since June 2019, and as the independent non-executive director of China Sunshine Paper Holdings Company (2002.HK), TradeGoFinTech Limited (8017.HK) and MOG Holdings Limited (1942.HK), all of which are Hong Kong-listed companies, since January 2014,September 2018 and April 2020, respectively. Ms. Jiao has also served as the independent director of Quhuo Limited (NASDAQ: QH), aNASDAQ-listed company, since July 2020. Prior to joining us, Ms. Jiao served as the chief financial officer at iClick Interactive Asia GroupLimited (ICLK.NASDAQ), a NASDAQ-listed company, from June 2014 to December 2018. She was the vice chief executive officer at ArtGoHoldings Limited (3313.HK), a Hong Kong-listed company, mainly in charge of their initial public offerings, compliance after the initial publicofferings and investor relationship from March 2012 to May 2014. Ms. Jiao served as the general counsel of and head of the investor relationshipdepartment of Fang from April 2010 to March 2012. Ms. Jiao also served as the board secretary and vice chief executive officer of China SunshinePaper Holdings Company Limited (2002.HK), a Hong Kong-listed company, from April 2007 to March 2010. She was a senior counsel atJingtian & Gongcheng from 2004 to 2007. Ms. Jiao received her bachelor degree of law and bachelor degree of economics from Peking University,and her master degree of law in Oxford University. Ms. Jiao is a Chartered Financial Analyst and has obtained her PRC Legal ProfessionQualification Certificate.Table of Contents92Robert Ciemniak has served as our independent director since May 30, 2019. Mr. Ciemniak has served as the chief executive officer ofRobotic Online Intelligence Limited since February 2017 and as the chief executive officer of Real Estate Foresight Limited since February 2012.Both Real Estate Foresight Limited and Robotic Online Intelligence Limited were set up via Rheticus Ventures Limited founded by Mr. Ciemniakin January 2012. Mr. Ciemniak served in various positions, including global head of Real Estate Market, and earlier as head of Corporate Foresightin Group Strategy at Thomson Reuters Corporation, a company listed on the NYSE, from October 1998 to December 2011. Mr. Ciemniak receivedhis master degree of management and marketing from Warsaw School of Economics and his dual MBA degree from London Business School andColumbia Business School.Jeff Xuesong Leng has served as our independent director since May 30, 2019. Mr. Leng is the founder of Lupin Capital, a China-focusedprivate equity fund and has served as an independent non-executive director of MEITUAN DIANPING (3690.HK) since September 2018. Prior tofounding Lupin Capital, Mr. Leng served as a managing director of General Atlantic LLC from September 2007 to December 2014. He joinedWarburg Pincus Asia LLC in September 1999 as an associate and served as a managing director when he left in August 2007. Mr. Leng also servedas a non-executive director of China Huiyuan Juice Group Limited (1886.HK) from September 2006 to August 2007, a non-executive director ofZhongsheng Group Holdings Limited (881.HK) from August 2008 to June 2015, a non-executive director of Wuxi Pharmatech (Cayman) Inc.(previously listed as WX.NYSE) from March 2008 to December 2015 and a non-executive director of Fang from October 2010 to December 2014.Lili Chen has served as our deputy chief financial officer since January 2021 and served as our financial controller from January 2018 toDecember 2020, in charge of financial affairs of our company. Ms. Chen served as the director of the Beijing financial management center of Fangfrom 2017 to 2018, a senior financial manager at Fang from 2015 to 2016, and as a financial manager at Fang from 2014 to 2015. She served as afinancial assistant at Melbourne Masolino Supermarket from 2012 to 2013. Ms. Chen holds a bachelor’s degree and a master’s degree in financefrom La Trobe University at Melbourne, Australia.Can Xie has served as our chief technology officer since May 2019. Mr. Xie has also served as the chief technology officer of oursubsidiary, Beijing Zhong Zhi Xun Bo Data Information Technology Co., Ltd., since January 2019. Since joining our company in January 2008, hehas served various positions in our subsidiaries. From August 2015 to January 2019, he served as the technology director at Beijing Zhong Zhi XunBo Data Information Technology Co., Ltd. From January 2008 to August 2015, Mr. Xie served as a software engineer and then the vice technologydirector at our WFOE. Mr. Xie holds a bachelor’s degree in computer science from the PLA Information Engineering University.Yong Wang has served as our vice president since May 2019. Mr. Wang has also served as the vice president and general manager ofChongqing branch of our WFOE since October 2007. Mr. Wang served as the research director at a subsidiary of Fang from April 2003 toOctober 2007. Mr. Wang holds a bachelor’s degree in civil engineering from Chongqing Jiaotong University, a master’s degree in managementengineering from Chongqing University and a PhD degree in real estate from National University of Singapore.B. CompensationCompensation of Directors and Executive OfficersIn 2020, the aggregate cash compensation to our directors and executive officers was approximately RMB6.7 million (US$1.0 million).Other than the statutory benefits that we are required by the PRC law to contribute for each employee, including pension insurance, we have not setaside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.2019 Equity Incentive PlanWe adopted our 2019 equity incentive plan, or the 2019 Equity Incentive Plan, on May 2, 2019. The purpose of our 2019 Equity IncentivePlan is to recognize and acknowledge the contributions made to our company by eligible participants and to promote the success of our business.By providing an opportunity to have a personal stake in our company, our 2019 Equity Incentive Plan aims to attract and retain the best availablepersonnel, to provide an additional incentive to our employees, directors and consultants, and to promote the success of our business.Table of Contents93Prior to the completion of the separation and distribution, we awarded options to purchase certain of our Class A ordinary shares andClass B ordinary shares to holders of Fang’s equity awards, to make them whole under the separation. The options have a nominal exercise priceand may be exercisable if and to the extent that the corresponding Fang’s equity awards are exercised.Eligible Participants. Under our 2019 Equity Incentive Plan, our board of directors or its designated committee may, at its discretion,offer to grant an option to subscribe for such number of our ordinary shares at an exercise price as our directors may determine to the followingparties: (1) any full-time or part-time employees, executives or officers of us, our parent or any of our subsidiaries; (2) any directors of us, ourparent or any of our subsidiaries; (3) any advisers, consultants and agents to us or any of our subsidiaries; and (4) such other persons who, in thesole opinion of our board of directors or its designated committee, has made contributions to the business or other development of us.Maximum Number of Ordinary Shares. The maximum number of ordinary shares in respect of which awards may be granted will notexceed (1) 5% of our outstanding ordinary shares as of the date of completion of the separation and distribution plus (2) the number of ordinaryshares that may be issued upon exercise of the awards to be granted with respect to the share options issued prior to the completion of theseparation and distribution to holders of Fang’s equity awards to make them whole under the separation.Price of Ordinary Shares. The determination by our board of directors, or its designated committee, of the exercise price of the options topurchase our ordinary shares will be by reference to the fair market value of the ordinary shares, and the exercise price may be the same as, higher,or lower than the fair market value, except for options or awards which are incentive stock options or subject to Rule 409A of the Code. If thereexists a public market for our ordinary shares, including our ADSs, the fair market value of our ordinary shares will be (1) the closing price for thelast market trading day prior to the time of the determination (or, if no closing price was reported on that date, on the last trading date on which aclosing price was reported) on the stock exchange determined by our board of directors, or its designated committee, to be the primary market forour ordinary shares or the NASDAQ, whichever is applicable, or (2) if the ordinary shares are not traded on any such exchange or national marketsystem, the average of the closing bid and asked prices of an ordinary share on the day prior to the time of the determination (or, if no such priceswere reported on that date, on the last date on which such prices were reported), in each case, as reported in The Wall Street Journal or such othersource as the board of directors or its designated committee deems reliable. If there is no established market for our ordinary shares, our board ofdirectors, or its designated committee, will determine the fair market value of our ordinary shares in good faith by reference to the placing price ofthe latest private placement of our ordinary shares and the development of our business operations since such latest private placement.Performance Criteria. The 2019 Equity Incentive Plan allows our board of directors, or its designated committee, to establish theperformance criteria when granting awards on the basis of any one of, or combination of, increase in our share price, earnings per share, totalshareholder return, return on equity, return on assets, return on investment, net operating income, cash flow, revenues, economic value-added,personal management objectives, or other measures of performance selected by our board of directors, or its designated committee. Partialachievement of the specified criteria may result in a vesting corresponding to the degree of achievement as specified in the award agreement withthe relevant grantee.Time of Exercise of Options. The time and conditions under which an award may be exercised will be determined by the board ofdirectors, or its designated committee, under the terms of the 2019 Equity Incentive Plan and as specified in the award agreement with eachindividual grantee. Notwithstanding the foregoing, in the case of any awards granted to an officer, director or consultant that may becomeexercisable, the award agreement governing such grant may provide that the awards may become exercisable subject to reasonable conditions suchas the officer, director or consultant’s continuous service at any time or during any period established in the award agreement governing such grant.Dissolution, Liquidation or Change in Control. In the event of the proposed dissolution or liquidation of our company, our board ofdirectors, or its designated committee, will notify the grantees as soon as practicable prior to the effective date of such proposed transaction. Anyawards will terminate immediately prior to the consummation of such proposed action. In the event of a change in control or a merger of ourcompany, each award may be assumed or an equivalent stock option or right may be substituted by the successor corporation. In the event that nosuch substitution or assumption occurs, the outstanding awards will automatically vest and become exercisable for a limited period of time asdetermined by our board of directors, or its designated committee, and such awards will terminate upon the expiration of such period.Table of Contents94Termination. Unless terminated earlier, the 2019 Equity Incentive Plan will continue for a term of ten years. Our board of directors has theauthority to amend or terminate the 2019 Equity Incentive Plan subject to shareholder approval with respect to certain amendments. However, nosuch action may impair the rights of any grantee of any options unless agreed by the grantee.The following table summarizes, as of October 31, 2021, the outstanding options granted to our current directors and executive officers,excluding options that were exercised, forfeited or canceled after the relevant grant dates. Number of Number of Class AClass BOrdinaryOrdinaryShares to beShares to beExercise PriceIssued uponIssued uponper OrdinaryExercise ofExercise ofShareDate ofName Options Options(US$)Date of GrantExpirationVincent Tianquan Mo 2,438,337 1,754,500 0.001 June 10, 2019 September 16, 2020 — September 16, 2030 720,842 —1.35April 1, 2020March 31, 2030Yu Huang 122,500 — 0.001 June 10, 2019 September 16, 2020 — December 30, 2029 961,123 —1.35April 1, 2020March 31, 2030Lili Chen * — 0.001 June 10, 2019 December 1, 2026 — December 30, 2029* —1.35April 1, 2020March 31, 2030Can Xie * — 0.001 June 10, 2019 September 16, 2020 — December 30, 2029* —1.35April 1, 2020March 31, 2030Yong Wang * — 0.001 June 10, 2019 July 25, 2022 — December 30, 2029* —1.35April 1, 2020March 31, 2030Total 4,532,002 1,754,500 *Less than 1% of our total outstanding shares on an as-converted basis or voting power assuming full exercise of the options.As of October 31, 2021, our employees other than members of our directors and officers as a group held outstanding options to purchase2,006,026 and 2,188,415 Class A ordinary shares of our company, with an exercise price of US$0.001 and US$1.35 per share, respectively.As of October 31, 2021, there was no outstanding restricted share unit granted by us.C. Board PracticesBoard of DirectorsOur board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification. Adirector may vote with respect to any contract or transaction, or proposed contract or transaction in which he is interested provided such directorhas declared the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way ofa general notice. The directors may from time to time at their discretion exercise all the powers of the company to borrow money, mortgage orcharge its undertaking, property and uncalled capital or any part thereof, and issue debentures, debenture stock, bonds and other securities, whetheroutright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has aservice contract with us that provides for benefits upon termination of service.Board CommitteesOur board of directors has established an audit committee, a compensation committee and a nominating and corporate governancecommittee and adopted a charter for each of the three committees. Each committee’s members and functions are described below.Table of Contents95Audit Committee. Our audit committee consists of Ms. Jie Jiao, Mr. Robert Ciemniak and Mr. Jeff Xuesong Leng, and is chaired byMs. Jie Jiao. Ms. Jie Jiao, Mr. Robert Ciemniak and Mr. Jeff Xuesong Leng satisfy the “independence” requirements of Rule 5605 of the NASDAQStock Market Rules and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ms. Jie Jiaoqualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning ofthe NASDAQ Stock Market Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financialstatements of our company. The audit committee is responsible for, among other things:●selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to beperformed by the independent registered public accounting firm;●reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;●reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;●discussing the annual audited financial statements with management and the independent registered public accounting firm;●reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material controldeficiencies;●reviewing and reassessing annually the adequacy of our audit committee charter;●meeting separately and periodically with management, internal auditors and the independent registered public accounting firm;●discussing policies with respect to risk assessment and risk management;●reporting regularly to the full board of directors; and●monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of ourinternal control and accounting and auditing procedures to ensure proper compliance.Compensation Committee. Our compensation committee consists of Mr. Robert Ciemniak, Mr. Jeff Xuesong Leng and Mr. VincentTianquan Mo, and is chaired by Mr. Vincent Tianquan Mo. Mr. Robert Ciemniak and Mr.Jeff Xuesong Leng satisfy the “independence”requirements of Rule 5605 of the NASDAQ Stock Market Rules. The compensation committee assists the board in reviewing and approving thecompensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may notbe present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, amongother things:●reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and otherexecutive officers;●reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;●reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and●selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to thatperson’s independence from management.Table of Contents96Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Ms. Jie Jiao,Mr. Jeff Xuesong Leng and Mr. Vincent Tianquan Mo, and is chaired by Mr. Vincent Tianquan Mo. Ms. Jie Jiao and Mr. Jeff Xuesong Leng satisfythe “independence” requirements of Rule 5605 of the NASDAQ Stock Market Rules. The nominating and corporate governance committee assiststhe board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. Thenominating and corporate governance committee is responsible for, among other things:●recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;●reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age,skills, experience and availability of service to us;●selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensationcommittee, as well as of the nominating and corporate governance committee itself;●developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significantdevelopments in the law and practice of corporate governance and our compliance with such laws and practices; and●evaluating the performance and effectiveness of the board as a whole.Duties of DirectorsUnder Cayman Islands law, our directors owe to us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act inwhat they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directorsalso have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise incomparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skillthan what may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have movedtowards an objective standard with regard to the required skill and care, and these authorities are likely to be followed in the Cayman Islands. Infulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restatedfrom time to time. Our company may have the right to seek damages if a duty owed by our directors is breached.Terms of Directors and Executive OfficersOur directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders and our executiveofficers will be elected by and serve at the discretion of the board. A director may be appointed on terms that he or she shall automatically retirefrom office (unless he or she has sooner vacated office) at the next or a subsequent annual general meeting, upon any specified event or after anyspecified period in a written agreement between our company and the director, if any; but no such term shall be implied in the absence of expressprovisions. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by theboard of directors. A director will cease to be a director if, among other things, the director (1) becomes bankrupt or makes any arrangement orcomposition with his creditors; (2) dies or is found to be or becomes of unsound mind, (3) resigns his office by notice in writing to the company,(4) without special leave of absence from our board, is absent from three consecutive board meetings and our directors resolve that his office bevacated, or (5) is removed from office pursuant to any other provision of our memorandum and articles of association. Our officers are elected byand serve at the discretion of the board of directors.Employment AgreementsWe have entered into employment agreements with our executive officers. Each of our executive officers is employed for a specified timeperiod. We may terminate the employment for cause, at any time, without advance notice or remuneration. An executive officer may terminate hisor her employment at any time with a 30-day prior written notice.Table of Contents97Each executive officer has agreed to hold, both during and after the employment agreement expires, in strict confidence and not to use ordisclose to any person, corporation or other entity without written consent, any confidential information. Each executive officer has also agreed toassign to us all his or her all inventions, work, computer software programs, confidential technical information and trade secrets.D. EmployeesWe had 848 employees as of December 31, 2020. The following table sets forth the number of our employees categorized by function asof December 31, 2020.Function Number of Employees % of TotalMarketing 484 57.1Research and analysis 195 23.0Technology 52 6.1Administrative 54 6.4Product editing 63 7.4Total 848 100.0Our employees are based in our principal executive offices in Beijing, China and regional centers across China.We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and isbased on merit. As a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team. Weplan to hire additional experienced and talented employees in areas such as research and analysis and sales as we expand our business.We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.E. Share OwnershipThe following table sets forth information concerning the beneficial ownership of our ordinary shares as of October 31, 2021 by:●each of our directors and executive officers; and●each person known to us to beneficially own more than 5.0% of our ordinary shares.The calculation and information provided in the table below is based on our records, information filed with the SEC and informationprovided to us, except where otherwise noted. The information in the table below is based upon the fact that there are 90,424,243 ordinary sharesoutstanding, including 66,787,537 Class A ordinary shares and 23,636,706 Class B ordinary shares outstanding as of October 31, 2021.Table of Contents98Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of sharesbeneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are notincluded in the computation of the percentage ownership of any other person. % ofAggregateClass A Ordinary SharesClass B Ordinary SharesVotingBeneficially OwnedBeneficially OwnedPower†% of share% of share Number capital Number capital Directors and Executive Officers:Mr. Vincent Tianquan Mo (1) 6,372,742 9.6 18,227,259 77.1 62.2Yu Huang * * ——*Jie Jiao — — ———Robert Ciemniak — — ———Jeff Xuesong Leng — — ———Lili Chen * * ——*Can Xie * * ——*Yong Wang * * — — *Directors and executive officers as a group 6,821,172 10.2 18,227,259 77.1 62.4Principal Shareholders: Mr. Vincent Tianquan Mo and his affiliated entities (1) 6,372,742 9.6 18,227,259 77.1 62.2Fang Holdings Limited (2) 6,731,275 10.1 11,119,686 47.0 38.9General Atlantic Singapore Fund Pte. Ltd. (3) 10,122,769 15.2 — — 3.3Evenstar Capital Management Limited (4) 9,229,951 13.8—— 3.0IDG Alternative Global Limited (5) 8,294,881 12.4 — — 2.7Davis Selected Advisers, L.P. (6) 4,708,684 7.1 — — 1.6*Less than 1% of our total outstanding voting securities on an as converted basis.**Except where otherwise disclosed in the footnotes below, the business address of our directors and executive officers is Tower A, No. 20Guogongzhuang Middle Street, Fengtai District, Beijing 100070, People’s Republic of China.†For each person and group included in this column, percentage of total voting power represents dividing the voting power beneficially ownedby such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of all matters uponwhich the ordinary shares are entitled to vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled toten votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holderthereof. Class A ordinary shares are not convertible into Class B ordinary share unless approved by our board of directors.(1)Represents 6,372,742 Class A ordinary shares and 18,227,259 Class B ordinary shares held by ACE Smart Investments Limited, MediaPartner Technology Limited, Next Decade Investments Limited, Karistone Limited, Ateefa Limited, Deanhale Limited and Open LandHoldings Limited as reported in a Schedule 13D/A filed by Mr. Vincent Tianquan Mo and his affiliates on July 20, 2021, including 2,662,671Class A ordinary shares and 1,754,500 Class B ordinary shares issuable upon exercise of certain stock options exercisable within 60 days. Allof the shares of Media Partner Technology Limited and Next Decade Investments Limited, including ordinary shares represented by ADSs areheld in two irrevocable discretionary family trusts established by Mr. Vincent Tianquan Mo for the benefit of his designated family members.In our annual report for the fiscal year ended December 31, 2019, filed with the SEC on April 30, 2020, we reported beneficial ownership byMr. Vincent Tianquan Mo and his affiliated entities of 86.6% of our issued and outstanding Class B ordinary shares. The address of Mr.Vincent Tianquan Mo and his affiliated entities is c/o Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing, People’sRepublic of China.(2)Represents 6,731,275 Class A ordinary shares in the form of ADSs and 11,119,686 Class B ordinary shares held by Fang Holdings Limited asreported in a Schedule 13D/A filed by it on June 24, 2020. Please refer to the Form 20-F filed by Fang Holdings Limited on May 27, 2020 forits shareholding information. Mr. Mo is the chairman of the board of directors of FangTable of Contents99Holdings Limited. In our annual report for the fiscal year ended December 31, 2019, filed with the SEC on April 30, 2020, we reportedbeneficial ownership by Fang Holdings Limited of 3.2% and 21.2% of our issued and outstanding Class A ordinary shares and Class Bordinary shares, respectively. The address of Fang Holdings Limited is c/o Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District,Beijing, People’s Republic of China.(3)Represents 10,122,769 Class A ordinary shares in the form of ADSs beneficially owned by General Atlantic Singapore Fund Pte. Ltd. asreported in a Schedule 13D filed by it and its affiliates on November 30, 2020. The address of General Atlantic Singapore Fund Pte. Ltd. isAsia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.(4)Represents 9,229,951 Class A ordinary shares beneficially owned by Evenstar Capital Management Limited and its affiliates as reported in aSchedule 13D/A filed by it and its affiliates on January 6, 2021, including Class A ordinary shares held by Evenstar Master Fund SPC,Evenstar Special Situations Limited and Geminis Funds SPC. In our annual report for the fiscal year ended December 31, 2019, filed with theSEC on April 30, 2020, we did not report that Evenstar Capital Management Limited beneficially owned five percent or more of our issuedand outstanding Class A ordinary shares. The address of Evenstar Capital Management Limited and its affiliates Ugland House, P.O. Box 309,Grand Cayman, KY1 – 1104, Cayman Islands.(5)Represents 8,294,881 Class A ordinary shares beneficially owned by IDG Alternative Global Limited and its affiliates as reported in aSchedule 13G filed by it and its affiliates on February 14, 2020, including Class A ordinary shares held by IDG-Accel China Capital L.P.,IDG-Accel China Capital Investors L.P., IDG Alternative Global Limited, Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDGUltimate Global Limited, Velda Power Limited and Clever Sight Limited. IDG-Accel China Capital L.P. and IDG-Accel China CapitalInvestors L.P. have the same ultimate general partner, IDG-Accel China Capital GP Associates Ltd., of which Quan Zhou and Chi Sing Ho aredirectors. Chi Sing Ho is also a director of IDG Alternative Global Limited, Chuang Xi Capital Holdings Limited, Quartz Fortune Limited,IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited. The address of IDG Alternative Global Limited and itsaffiliates is c/o IDG Capital Management (HK) Limited, Unit 5505, The Center, 99 Queen’s Road Central, Hong Kong.(6)Represents 4,708,684 Class A ordinary shares in the form of ADSs beneficially owned by Davis Selected Advisers, L.P. as reported in aSchedule 13G/A filed by it on February 12, 2021. The address of Davis Selected Advisers, L.P. is 2949 Elvira Road, Suite 101, Tucson, AZ85756.JPMorgan Chase Bank, N.A., the depositary of our ADSs, has advised us that as of October 31, 2021, of the 90,424,243 issued andoutstanding ordinary shares, including both Class A ordinary shares and Class B ordinary shares, approximately 87.8% of our outstanding Class Aordinary shares, were in the form of ADSs. To our knowledge, as of October 31, 2021, the record holder of our Class A ordinary shares in theUnited States incudes JPMorgan Chase Bank, N.A. None of our outstanding Class B ordinary shares was held by any record holder with an addressin the United States.ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. Major ShareholdersSee “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”B. Related Party TransactionsContractual ArrangementsIn order to comply with PRC regulatory requirements restricting foreign ownership of value-added telecommunications and certain otherbusinesses in China, we, through WFOE, which is our PRC subsidiary and a wholly foreign-owned enterprise, have entered into a series ofcontractual arrangements with (1) our VIEs, and (2) the shareholders of the VIEs, which enables us to:●exercise effective control over our VIEs;●receive substantially all of the economic benefits of our VIEs; andTable of Contents100●have exclusive options to purchase all or part of the equity interests in our VIEs when and to the extent permitted by PRC law.As a result of our direct ownership in WFOE and the contractual arrangements relating to the VIEs, we are regarded as the primarybeneficiary of the VIEs, and we consolidate the financial results of the VIEs in our combined and consolidated financial statements in accordancewith U.S. GAAP.For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—OurContractual Arrangements.”Separation and Distribution Related AgreementsOn May 24, 2019, we entered into with Fang a separation and distribution agreement and related ancillary agreements, including businesscooperation agreement, data license agreement, software license agreement, intellectual property right license agreement, and lease frameworkagreement in connection with the separation and distribution to affect the separation and provide a framework for our relationship with Fang afterthe separation and distribution. These agreements provide for the allocation between us and Fang of business, assets, employees, liabilities andobligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and afterour separation and distribution and govern certain relationships between us and Fang after the separation and distribution. The summaries of eachof the aforementioned agreements are listed as below.Separation and Distribution AgreementWe have entered into a separation and distribution agreement with Fang, which sets forth our agreements with Fang regarding theprincipal transactions necessary to separate us from Fang. It also sets forth other agreements that govern certain aspects of our relationship withFang after the completion of the separation and distribution.Delineation of business. According to the separation and distribution agreement, we have the exclusive right to operate the spun-offbusiness comprising certain portions of Fang’s listing and value-added services identified in this annual report, and Fang have the exclusive right tooperate the retained business. In particular, the spun-off business comprises (1) certain information and analytics services, initially operated as partof Fang’s value-added services, and (2) certain marketplace services, initially operated as part of Fang’s listing services. Following the separationand distribution, we will strategically focus on serving the commercial property sector in China to capture the enormous market opportunity fromits rapid development, while Fang retains its business operating a real estate Internet portal focusing primarily on serving the residential propertysector.Transfer of assets and assumption of liabilities. The separation and distribution agreement identifies assets to be transferred, liabilities tobe assumed and contracts to be assigned to us as part of the separation of Fang into two independent companies, and described when and how thesetransfers, assumptions and assignments will occur. In particular, the separation and distribution agreement provides that, subject to the terms andconditions contained in the agreement: (1) Fang assigned to us all of the assets and liabilities of Fang related to the spun-off business; and (2) all ofthe assets and liabilities (including whether accrued, contingent or otherwise) other than the foregoing are retained or assumed by Fang, includingbut not limited to the tax liability that may be borne by Fang in the event that the separation and distribution were considered as not tax-free bycompetent taxation authorities, and the potential liability associated with the assets retained in Fang after the separation and distribution.Except as expressly set forth in the separation and distribution agreement or any ancillary agreement, neither we nor Fang will make anyrepresentation or warranty as to the assets, business or liabilities transferred or assumed as part of the separation, as to any approvals ornotifications required in connection with the transfers, as to the value of or the freedom from any security interests of any of the assets transferred,as to the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either us orFang, or as to the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to betransferred in connection with the separation. All assets will be transferred on an “as is,” “where is” basis and the respective transferees would bearthe economic and legal risks that any conveyance would prove to be insufficient to vest in the transferee good and marketable title, free and clear ofall security interests, that any necessary consents or governmental approval are not obtained or that any requirements of laws, agreements, securityinterests, or judgments are not complied with.Table of Contents101To the extent that any transfers contemplated by the separation and distribution agreement have not been consummated on or prior to thedate of the separation, the will would agree to cooperate to affect such transfers as promptly as practicable following the date of the separation. Inaddition, each of the parties will agree to cooperate with each other and use reasonable best efforts to take or to cause to be taken all actions, and todo, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective thetransactions contemplated by the separation and distribution agreement and the ancillary agreements.The distribution. The separation and distribution agreement also governs the rights and obligations of the parties regarding thedistribution. On the distribution date, Fang will cause our share registrar and depositary to distribute to its equity holders that hold Fang ordinaryshares or American depositary shares of Fang as of the record date all of our issued and outstanding ordinary shares (including those represented byADSs) prior to the separation and distribution. No fractional ordinary shares will be distributed in the distribution. Holders of American depositaryshares of Fang will receive cash in lieu of any fractional ADSs. The separation and distribution agreement provides that the distribution is subjectto satisfaction (or waiver by Fang) of certain conditions. Fang will have the sole and absolute discretion to determine the terms of, and whether toproceed with, the distribution.Settlement of accounts between us and Fang. The separation and distribution agreement provides that all inter-company receivables andpayables as to which there were no third parties and that are between us or our subsidiaries and VIEs, on the one hand, and Fang or its subsidiariesor consolidated affiliated entities, on the other hand, other than accounts related to the agreements to be entered into in connection with theseparation and distribution and post-separation agreements between Fang and us and other than any accrued liabilities incurred in connection withproviding the services that will be memorialized by certain ancillary agreements, in each case existing as of or immediately prior to the completionof the separation and distribution, would be settled, capitalized, cancelled, assigned or assumed by us or one or more of our subsidiaries.Releases. Except as otherwise provided in the separation and distribution agreement or any ancillary agreement, each party will releaseand forever discharge the other party from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to haveoccurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation and distribution. The releaseswill not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation, including theseparation and distribution agreement or any ancillary agreement.Claims and indemnification. In general, each party to the separation and distribution agreement will assume or retain liability for allpending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities and will indemnify the other partyfor any liability to the extent arising out of or resulting from such assumed or retained legal matters.Intellectual property. Following the distribution, Fang will continue to own fang.com and other intellectual property rights associated withsuch brands and will license to us certain intellectual property rights for the operation of our business.Employee Matters. We and Fang have agreed to allocate liabilities and responsibilities relating to certain employee benefit matters,including the issuance of share options by us to reflect the share options granted under Fang’s equity compensation programs.Tax Matters. We and Fang have agreed that after to separation, all tax liabilities (1) resulting or arising from the contribution of the spun-off business to us, the distribution of our ordinary shares and the other separation transactions, (2) in the event that the separation and distribution isconsidered as not tax-free by competent taxation authorities or (3) otherwise attributable to Fang or relating to the retained business, will be borneby Fang. Neither we nor Fang will indemnify Fang’s equity holders against any tax liability if the distribution, together with certain relatedtransactions, does not qualify as tax-free for U.S. federal income tax or PRC tax purposes. As a result, we generally expect to be liable only for taxliabilities attributable to, or incurred with respect to, the spun-off business or otherwise attributable to us after the distribution date.Legal matters. Except as otherwise set forth in the separation and distribution agreement, we will assume the liability for, and control of,all pending and threatened legal matters related to the spun-off business or assumed liabilities and we will indemnify Fang for any liability arisingout of or resulting from such assumed legal matters. Each party to a claim will agree to cooperate in defending any claims against the other partyfor events that took place prior to, on or after the date of separation. Fang will retain liability for pending and threatened legal matters related to theretained business.Table of Contents102Further assurances. In addition to the actions specifically provided for in the separation and distribution agreement, except as otherwiseset forth therein or in any ancillary agreement, both we and Fang will agree to use reasonable best efforts, prior to, on and after the distributiondate, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws,regulations and agreements to consummate and make effective the transactions contemplated by the separation and distribution agreement and theancillary agreements.Business Cooperation AgreementFang and we have entered into a business cooperation agreement in respect of our cooperation on certain commercial property-relatedbusiness, particularly our listing services, operated through Fang’s website, Fang.com, after the separation and distribution. The initial term of thisagreement is ten years commencing from the signing date and may be terminated by mutual written agreement between Fang and us.Business Cooperation. We have the exclusive right to operate all the commercial property-related business, such as the online listing ofcommercial properties and lands as well as the advertising and marketing services provided through Fang’s commercial property-related webpages, for which Fang will be responsible for operating and maintaining at our expenses, which will include IT system upgrade, serversmaintenance and software upgrade. Fang has the exclusive right to operate all the residential property-related business, except for those providedby us to clients relating to residential property-related business, including the information and analytics services as well as promotion services. Wehistorically cooperated with Fang to operate our commercial property-related business through its web pages and are in the process of migratingsuch business to our own website, 3fang.com and 3fang mobile application.Intellectual Property Cooperation. Fang has agreed to authorize us to use for free certain of its trademarks, copyrights, patents and otherintellectual properties in connection with the operation of our commercial property-related business.Revenues and Expenses Allocation. Originally under the business cooperation agreement, during the term of our cooperation, Fang has theright to receive (1) 100% of the revenues generated by residential property-related business on Fang’s residential property-related web pages,(2) 85% of the revenues generated by commercial property-related business on Fang’s residential property-related web pages, and (3) 15% of therevenues generated by residential property-related business on Fang’s commercial property-related web pages. We will have the right to receive(1) 100% of the revenues generated by commercial property-related business on Fang’s commercial property-related web pages, for which we willbear the cost for operating and maintaining the related web pages and servers, (2) 85% of the revenues generated by residential property-relatedbusiness on Fang’s commercial property-related web pages, and (3) 15% of the revenues generated by commercial property-related business onFang’s residential property-related web pages. We and Fang have agreed to terminate, effective from January 1, 2020, such revenue allocationarrangement, and as a result, Fang had the right to receive 100% of the revenue generated by business on Fang’s residential real estate channel,whereas we had the right to receive 100% of the revenue generated by business on our commercial real estate channel in 2020. We discontinuedour commercial listing services business from January 2021.Data License AgreementWe have entered into a data license agreement with Fang, pursuant to which, Fang agrees to license the right of using certain data to us fordevelopment of our business, and we agree to provide certain data to Fang, including property appraisal and transaction data. Each of Fang and uswill not pay any royalty fees. The term of the data license agreement is ten years commencing from the signing date and may be terminated bymutual agreement between Fang and us.Software License AgreementWe have entered into a software license agreement with Fang, pursuant to which, Fang agrees to license the right of using certain of theirsoftware at annual royalty fee of RMB500,000, subject to adjustment. The term of the software license agreement is ten years commencing fromthe signing date and may be terminated by mutual agreement between Fang and us.Table of Contents103Intellectual Property License AgreementIn connection with the separation, we have entered into an intellectual property license agreement with Fang, pursuant to which we will begranted a non-exclusive and royalty-free right to use certain of Fang’s intellectual properties in connection with the operation of our business. Theintellectual property license agreement will be valid for a term of ten years commencing from the signing date and may be terminated by mutualwritten agreement between Fang and us.Lease Framework AgreementFang and we have entered into a lease framework agreement, pursuant to which Fang agrees to lease properties owned by it or its affiliatesto us at market price. The lessors and lessees have entered into detailed lease agreements in accordance with this framework agreement based onour actual demands. The initial term of this agreement is ten years commencing from the signing date and may be terminated by mutual writtenagreement between Fang and us.Other Transactions with Companies Controlled by or Affiliated with Mr. Vincent Tianquan MoWe are ultimately controlled by Mr. Vincent Tianquan Mo, Fang’s chairman. In 2018, 2019 and 2020, we had the following transactionswith companies controlled by or affiliated with Mr. Vincent Tianquan Mo.Table of Contents104In 2018, 2019 and 2020, we provided listing service and analytics services to Fang and other companies controlled by Mr. VincentTianquan Mo. The total revenues in connection with the listing services provide by us to Fang were approximately RMB4.5 million, RMB26.4million and nil, respectively, in 2018, 2019 and 2020. We also provided analytics services to Beihai Long Island Hotel Co., Ltd., Guangxi PukaiXingye Hotel Investment Co., Ltd. and Beijing CheTianXia Information Co. Ltd., all of which are controlled by Mr. Vincent Tianquan Mo, andgenerated revenues of RMB4.7 million, RMB4.7 million and RMB7.8 million from these three entities in 2019, respectively. We generatedrevenues of RMB4.7 million (US$0.7 million), RMB2.4 million (US$0.3 million) and RMB3.9 million (US$0.6 million) from these three entitiesin 2020, respectively. As of December 31, 2019, the amounts due from Beihai Long Island Hotel Co., Ltd. and Beijing CheTianXia InformationCo. Ltd were RMB1.5 million and RMB3.3 million, respectively. As of December 31, 2020, the amounts due from Beihai Long Island Hotel Co.,Ltd. and Beijing CheTianXia Information Co. Ltd were nil.In 2018 and 2019, Fang performed centralized functions on our behalf prior to our separation from Fang. Accordingly, certain amount ofFang’s costs was allocated to us and reflected as expenses in the combined and consolidated financial statements. Costs and expenses allocatedfrom Fang in 2018 and 2019 were RMB9.9 million and RMB4.4 million, respectively. In addition, certain of our employees participated in Fang’sshare-based compensation plans, and accordingly, the share-based compensation expenses related to Fang’s share-based awards were RMB6.8million, RMB3.9 million respectively, in 2018 and 2019.We have leased office space from Fang in 2018, 2019 and 2020 for which the rental expenses were RMB7.6 million, RMB7.6 million andRMB7.6 million (US$1.2 million), respectively. We entered a lease framework agreement with Fang in 2018, with an initial term of ten years,pursuant to which Fang leases offices to us at annual rental fee of RMB7.6 million.We used certain of Fang’s software in 2019 and 2020 pursuant to the software license agreement entered into between Fang and us inrelation to our separation from Fang, and incurred software license expenses in the amount of RMB0.3 million and RMB0.5 million (US$76,600),respectively. We also utilized the server and other IT services of Fang in 2019 and 2020 and incurred network related expenses in the amount ofRMB5.2 million and RMB7.5 million (US$1.1 million), respectively .In 2018, Beijing SouFun Science & Technology Development Co., Ltd., a wholly-owned subsidiary of Fang, paid RMB0.7 million(US$0.1 million) on behalf of us for fees and expenses incurred by legal counsel in connection with our separation from Fang, which had beensettled as of December 31, 2019.During the period from the completion of our separation from Fang to December 31, 2020, we made certain cash collections and cashpayments on behalf of Fang and vice versa. In November 2019, we entered into an agreement with Fang, according to which, net balances betweenFang, its subsidiaries and consolidated affiliated entities, on the one hand, and our company, our subsidiaries and VIEs, on the other hand, are to besettled on a quarterly basis. Accordingly, the amounts due to Fang were RMB7.7 million and RMB156 thousand (US$23.9 thousand) as ofDecember 31, 2019 and 2020, respectively, after offsetting amounts due from and prepayments to Fang of RMB56.9 million and RMB84.8 million(US$13.0 million) as of December 31, 2019 and 2020, respectively.In April 2020, we disposed of two of our subsidiaries, namely Shouxiruizhi Commercial Service (Chengdu) Co., Ltd. and ShuntaiduoliNetwork Technology (Chengdu) Co., Ltd. to Fang for a consideration of RMB4.3 million (US$0.7 million), which was the carrying amount of thenet assets of the two subsidiaries as of the date of disposal. We collected the consideration in cash in October 2020.We provided a cash advance of RMB3.1 million (US$0.5 million) to one of the noncontrolling interest holders of Shouzheng in 2020. Asof December 31, 2020, the amount due was RMB3.1 million (US$0.5 million) and we collected the balance in cash in March 2021.In 2021, we entered into settlement deeds with Fang and the holders of the 2022 Notes. Pursuant to the settlement deeds, Fang and weeach agreed to repay 50% of the outstanding principal and unpaid interest by installment in 2021 to the holders of the 2022 Notes. As of the date ofthis annual report, the 2022 Notes have been fully repaid. Separately, we entered into a supplemental agreement with Fang on September 24, 2021,pursuant to which Fang has agreed to repay us the amount borne by us under the settlement deeds by December 31, 2023. Accordingly, werecorded amounts due from Fang in the gross amount of RMB547.1 million (US$84.0 million) as of December 31, 2020 and have made anallowance for doubtful accounts of RMB547.1 million (US$84.0 million). For details of the 2022 Notes and settlement deeds, see “Item 5.Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”Table of Contents105Employment AgreementsSee “Item 6. Directors, Senior Management and Employees Management—C. Board Practices—Employment Agreements.”2019 Equity Incentive PlanSee “Item 6. Directors, Senior Management and Employees—B. Compensation—2019 Equity Incentive Plan.”C. Interests of Experts and CounselsNot applicable.ITEM 8. FINANCIAL INFORMATIONA. Combined and Consolidated Statements and Other Financial InformationWe have appended combined and consolidated financial statements filed as part of this annual report.Legal ProceedingsSee “Item 4. Information on the Company—B. Business Overview—Legal and Other Proceedings.”Dividend PolicyWe do not have any present plan to pay any dividends on our ordinary shares or ADSs in the foreseeable future.Our board of directors has complete discretion in deciding the payment of any future dividends, subject to certain requirements of CaymanIslands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended byour board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account,provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in theordinary course of business. The declaration and payment of dividends will depend upon, among other things, our future operations and earnings,capital requirements and surplus, our financial condition, contractual restrictions, general business conditions and other factors as our board ofdirectors may deem relevant.We are a holding company registered by way of continuation in the Cayman Islands. We may rely on dividends from our subsidiaries inChina for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRCsubsidiaries to pay dividends or of our VIEs to make cash payments to us. See “Item 3. Key Information—D. Risk Factors—Risks Relating toDoing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us and any tax we are required to paycould have a material and adverse effect on our ability to conduct our business.”If we pay any dividends, we will pay our ADS holders to the same extent as holders of our Class A ordinary shares, subject to the terms ofthe deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S.dollars.B. Significant ChangesExcept as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our auditedcombined and consolidated financial statements included in this annual report.Table of Contents106ITEM 9. THE OFFER AND LISTINGA. Offer and Listing DetailsOur ADSs have been listed on the NASDAQ Global Select Market under the symbol “CIH” since June 11, 2019. Each ADS representsone Class A ordinary share.B. Plan of DistributionNot applicable.C. MarketsOur ADSs have been listed for trading on the NASDAQ Global Select Market under the symbol “CIH” since June 11, 2019.D. Selling ShareholdersNot applicable.E. DilutionNot applicable.F. Expenses of the IssueNot applicable.ITEM 10. ADDITIONAL INFORMATIONA. Share CapitalNot applicable.B. Memorandum and Articles of AssociationSee Exhibit 2.4 “Description of securities.”C. Material ContractsMaterial contracts other than in the ordinary course of business are described in “Item 4. Information on the Company” and “Item 7.Major Shareholders and Related Party Transactions”.D. Exchange ControlsSee “Item 4. Information on the Company—B. Business Overview—Regulations—Foreign Exchange Administration.”Table of Contents107E. TaxationCayman Islands TaxationThe Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there isno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of theCayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction ofthe Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made to or by our company.There are no exchange control regulations or currency restrictions in the Cayman Islands.Payments of dividends and capital in respect of our shares or ADSs will not be subject to taxation in the Cayman Islands and nowithholding will be required on the payment of a dividend or capital to any holder of our shares or ADSs, nor will gains derived from the disposalof our shares or ADSs be subject to Cayman Islands income or corporation tax.Pursuant to the Tax Concessions Act (As Revised) of the Cayman Islands, we have obtained an undertaking from the Financial Secretary:●that no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciationsshall apply to our company or its operations; and●that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shallbe payable:(a)on or in respect of the shares, debentures or other obligations of our company; or(b)by way of the withholding, in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act(As Revised).The undertaking for us is for a period of 20 years from April 25, 2019.PRC TaxationHolding our ADSs or Ordinary SharesThe Enterprise Income Tax Law provides that an enterprise established under the laws of a foreign country or region but whose “defacto management body” is located in the PRC is treated as a PRC resident enterprise for PRC tax purposes and consequently subject to the PRCincome tax at the rate of 25% on its global income. The implementing rules of the Enterprise Income Tax Law merely define the location of the “defacto management body” as an “organizational body which effectively manages and controls the production and business operation, personnel, anaccounting, properties and other aspects of operations of an enterprise.” Based on a review of surrounding facts and circumstances, we do notbelieve that we should be considered a PRC resident enterprise for PRC tax purposes. However, there is limited guidance and implementationhistory of the Enterprise Income Tax Law, and if we are treated as a PRC resident enterprise for PRC tax purposes, we will be subject to PRC taxon our global income at a uniform tax rate of 25%.PRC income tax at the rate of 10% will apply to payments of dividends we make to investors that are “non-resident enterprises” of thePRC, if such investors do not have an establishment or place of business in the PRC, or if they have such establishment or place of business in thePRC but the relevant income is not effectively connected with such establishment or place of business, to the extent such dividends are deemed tobe sourced within the PRC.Furthermore, any gain realized on the transfer of our ADSs or Class A ordinary shares by such investors would also be subject to PRCincome tax at 10% if such gain is regarded as income derived from sources within the PRC.Table of Contents108Furthermore, if we are considered a PRC resident enterprise and relevant PRC tax authorities consider the dividends we pay with respectto our shares or ADSs and the gains realized from the transfer of our shares or ADSs to be income derived from sources within the PRC, suchdividends and gains earned by non-resident individuals would be subject to the 20% PRC individual income tax.These rates could be reduced by applicable tax treaties or similar arrangements between China and the jurisdiction of the investor. Forexample, for investors in Hong Kong, the tax rate is reduced to 7% for interest payments and 5% for dividends. However, it is unclear whether non-PRC shareholders would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that weare treated as a PRC resident enterprise.A description of the PRC tax considerations applicable to our separation from Fang is contained in our registration statement on Form F-1(File No. 333-231376) filed with the SEC on May 24, 2019, as amended.U.S. Federal Income TaxationThe following is a general discussion of material U.S. federal income tax considerations to a U.S. Holder, as defined below, relating to theownership and disposition of our ADSs or Class A ordinary shares. This discussion applies only to U.S. Holders who hold our ADSs or ordinaryshares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. Thisdiscussion is based upon existing U.S. federal income tax law, which is subject to differing interpretations or change, possibly with retroactiveeffect. No ruling has been sought from the Internal Revenue Service, or IRS, with respect to any U.S. federal income tax consequences describedbelow, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of U.S.federal income taxation that may be important to particular holders in light of their individual circumstances, including holders subject to specialtax rules (such as, for example, banks or other financial institutions, insurance companies, regulated investment companies, real estate investmenttrusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships or other pass-through entities and their partners orinvestors, and tax-exempt organizations (including private foundations)), holders who are not U.S. Holders or who are former citizens or long-termresidents of the United States, holders that own (directly, indirectly, or constructively) 10% or more of our ADSs or ordinary shares (by vote or byvalue), holders that hold ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction, holderssubject to special tax accounting rules as a result of any item of gross income with respect to our shares being taken into account in an applicablefinancial statement, or holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differsignificantly from those discussed below. In addition, this discussion does not address the alternative minimum tax or the Medicare contribution taxon net investment income or any state, local, or non-U.S. tax considerations.We believe that certain purchases of our ordinary shares in December 2019 and thereafter by Fang from certain related parties ofMr. Vincent Tianquan Mo do not affect the conclusions regarding the U.S. federal income tax treatment of our separation from Fang in June 2019in any material respect. A description of the U.S. federal income tax considerations applicable to our separation from Fang is contained in ourregistration statement on Form F-1 (file No. 333-231376) filed with the SEC on May 24, 2019, as amended.You are urged to consult your tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of aninvestment in our ADSs or ordinary shares and receiving our ADSs or ordinary shares to be distributed to you in the separation and distribution.GeneralFor purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income taxpurposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for U.S.federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (3) anestate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (4) a trust (a) theadministration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority tocontrol all substantial decisions of the trust or (b) that has otherwise elected to be treated as a U.S. person under the Code.Table of Contents109If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs orordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.Partnerships and partners of a partnership holding our ADSs or ordinary shares are urged to consult their tax advisors regarding an investment inour ADSs or ordinary shares.For U.S. federal income tax purposes, a U.S. Holder of ADSs will generally be treated as the beneficial owner of the underlying sharesrepresented by the ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will generally not be subject to U.S. federal incometax.Dividends on Ordinary Shares or ADSsSubject to the PFIC rules as described below, the gross amount of any distributions (including amounts withheld to reflect PRCwithholding taxes, if any) you receive on your ordinary shares or ADSs will generally be treated as dividend income if the distributions are madefrom our current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. Such income (including anywithheld taxes) will be includable in your gross income on the day actually or constructively received by you, in the case of ordinary shares, or bythe depositary in the case of ADSs. Distributions in excess of current and accumulated earnings and profits will be treated first as a non-taxablereturn of capital to the extent of your basis in the ordinary shares or ADSs and thereafter as a capital gain. If you are a non-corporate U.S. Holder,including an individual, and have held your ADSs for a sufficient period of time, dividend distributions paid on our ADSs (but not our ordinaryshares) will generally constitute qualified dividend income taxed at a preferential rate as long as we constitute a qualified foreign corporation withrespect to such distributions. In this regard, we have been approved to list the ADSs, and the ADSs have been listed, on the NASDAQ.Accordingly, we believe that the ADSs are considered readily tradable on an established securities market in the United States and therefore that weare a qualified foreign corporation with respect to dividends paid on the ADSs. Based on existing guidance, it is not clear whether a dividend on anordinary share will be treated as a qualified dividend, because the ordinary shares are not themselves listed on a U.S. exchange. If, however, we aretreated as a PRC resident enterprise under PRC law, we may be eligible for the benefits of the income tax treaty between the United States and thePRC, or the U.S.-PRC income tax treaty, in which case dividends paid on our ordinary shares and ADSs would both be treated as qualifieddividends (subject to the relevant holding period requirements). You should consult your own tax advisor as to the rate of tax that will apply to youwith respect to dividend distributions, if any, you receive from us.We do not intend to calculate our earnings and profits according to U.S. tax accounting principles. Accordingly, notwithstanding thediscussion in the preceding paragraph, distributions on our ordinary shares or ADSs, if any, will generally be taxed to you as dividend distributionsfor U.S. tax purposes. If you are a corporation, you generally will not be entitled to claim a dividends-received deduction with respect todistributions you receive from us. In the event we are treated as a PRC resident enterprise under PRC law, we may be required to withhold PRCincome tax on dividends paid to you under the EIT Law. See “—PRC Taxation—Holding our ADSs or Ordinary Shares.” Subject to generallyapplicable limitations, you may be eligible to claim a deduction or a foreign tax credit for PRC tax withheld at the appropriate rate. Dividendsgenerally will be categorized as “passive category income” or, in the case of some U.S. Holders, as “general category income” for foreign tax creditlimitation purposes. If the dividends qualify for the reduced tax rate on qualified dividend income as discussed above, the amount of the dividendtaken into account for purposes of calculating the foreign tax credit limitation generally will be limited. The rules governing the use of foreign taxcredits are very complex, and you are urged to consult your own tax advisor as to your ability, and the various limitations on your ability, to claimforeign tax credits in connection with the receipt of dividends.Sales and Other Dispositions of Ordinary Shares or ADSsSubject to the PFIC discussion below, when you sell or otherwise dispose of ordinary shares or ADSs in a taxable transaction, you willgenerally recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other taxable dispositionand your adjusted tax basis in the ordinary shares or ADSs, both as determined in U.S. dollars. Any gain or loss you recognize will be long-termcapital gain or loss if you have held the ordinary shares or ADSs for more than one year at the time of disposition. If you are an individual, long-term capital gain will be taxed at preferential rates. Your ability to deduct capital losses will be subject to various limitations.Table of Contents110The gain or loss you recognize on a sale or disposition of our ordinary shares or ADSs generally will be treated as arising from sourceswithin the United States for foreign tax credit limitation purposes. However, if gains from the disposition of ordinary shares or ADSs are taxedunder the EIT Law (as discussed above under “—PRC Taxation—Holding our ADSs or Ordinary Shares,” the U.S.-PRC income tax treaty mayapply, in which case you may elect to treat such gains as arising from sources within China for foreign tax credit limitation purposes (assumingcertain conditions are met). You are urged to consult your own tax advisors regarding the tax consequences to you under your particularcircumstances if any PRC withholding tax is imposed on the disposition of ordinary shares or ADSs, including the availability of the foreign taxcredit.Status as a PFICIf we are a PFIC in any taxable year in which you hold ordinary shares or ADSs, you will generally be subject to additional taxes andinterest charges on certain “excess distributions” we make and on any gain realized on the disposition or deemed disposition of your ordinaryshares or ADSs, regardless of whether we continue to be a PFIC in the year in which you receive an “excess distribution” or dispose of or aredeemed to dispose of your ordinary shares or ADSs. Distributions in respect of your ordinary shares or ADSs during a taxable year will generallyconstitute “excess distributions” if, in the aggregate, they exceed 125% of the average amount of distributions in respect of your ordinary shares orADSs over the three preceding taxable years or, if shorter, the portion of your holding period before such taxable year.To compute the tax on excess distributions or any gain, (1) the excess distribution or the gain will be allocated ratably to each day in yourholding period, (2) the amount allocated to the current year and any tax year before we first became a PFIC will be taxed as ordinary income in thecurrent year, (3) the amount allocated to other taxable years will be taxable at the highest applicable marginal rate in effect for that year, and (4) aninterest charge at the rate for underpayment of taxes for any period described under (3) above will be imposed with respect to any portion of theexcess distribution or gain that is allocated to such period. In addition, if we are a PFIC or were in the year prior to a distribution, no distributionthat you receive from us will qualify for taxation at the preferential rate discussed in the “—U.S. Federal Income Taxation—Dividends on OrdinaryShares or ADSs” section above.Our ordinary shares or ADSs would be stock of a PFIC with respect to a U.S. Holder if during such U.S. Holder’s holding period for ourordinary shares or ADSs, after the application of applicable “look-through rules,” (1) 75 percent or more of our gross income for the taxable yearconsists of “passive income” (including dividends, interest, gains from the sale or exchange of investment property and rents and royalties otherthan rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined inapplicable U.S. Treasury regulations), or (2) at least 50 percent of our assets for the taxable year (averaged over the year) produce or are held forthe production of “passive income.”If a foreign corporation is not a “controlled foreign corporation” (as defined for U.S. federal income tax purposes), or “CFC”, the PFICasset test is, unless the foreign corporation elects otherwise, applied based on the value of the foreign corporation’s assets. In addition, if a CFC is a“publicly traded corporation” for a taxable year, the PFIC asset test is applied based on the value of the CFC’s assets. However, if a CFC is not apublicly traded corporation,, the asset test is applied based on the adjusted tax bases of the CFC’s assets as determined for the purposes ofcomputing earnings and profits under U.S. federal income tax principles. We believe that we have become a publicly traded corporation inconnection with the consummation of our separation from Fang in June 2019 and as a result, we are able to apply the asset test based on the valueof our assets. Recent changes in U.S. tax law have made it more likely that certain non-U.S. corporations will be treated as CFCs; however,proposed U.S. Treasury regulations issued on July 11, 2019 would reduce the likelihood that we will be considered a CFC for purposes of the PFICasset test. These proposed U.S. Treasury regulations state that they may be relied on by taxpayers for prior taxable years, subject to certainlimitations. The implications of these changes for our potential PFIC status determinations are not yet clear with respect to your ownership of ourordinary shares or ADSs. If we are not able to apply the asset test based on the value of our assets for a taxable year, there is a significant risk thatwe will be treated as a PFIC for that taxable year. Assuming that we can rely on the proposed U.S. Treasury regulations described in this paragraph,we do not believe that we were a PFIC for the taxable year ended December 31, 2020, and at this time we are unable to determine whether we willbe a PFIC for the taxable year ending December 31, 2021 or any future taxable year. However, the application of the proposed U.S. Treasuryregulations is not entirely clear at this time. Accordingly, whether the assumption that we can rely on the proposed U.S Treasury regulations holdsis uncertain. You should consult your tax advisors about the U.S. federal income tax consequences to you arising from these uncertainties.Table of Contents111For taxable years in which we are treated as a publicly traded corporation, or for which we are not a CFC, the calculation of the value ofour assets will be based, in part, on the quarterly market value of our ADSs, which is subject to change. Furthermore, we have not conducted aseparate appraisal of the values of our assets for this purpose and, while we believe that our assets and the income derived from our assets do notgenerally constitute passive assets and income under the PFIC rules, there is no assurance that the IRS will agree with us. In addition, in making theforegoing determinations, although the law in this regard is not entirely clear, we treat our consolidated controlled entities as being owned by us forU.S. federal income tax purposes. As a result, there can be no assurance that we will not be a PFIC in the current or any future taxable years.Furthermore, once we are treated as a PFIC for the current year with respect to a U.S. Holder, we will generally remain as a PFIC absent anyspecial election, even if we cease to be a PFIC in the following taxable years.If we are a PFIC in any year, as a U.S. Holder, you will generally be required to file a return on IRS Form 8621 regarding your ordinaryshares or ADSs on an annual basis. You should consult your own tax adviser regarding reporting requirements with regard to your ordinary sharesor ADSs.If we are a PFIC in any year, so long as the ADSs are and remain “marketable,” you will be able to avoid the excess distributionrules described above by making a timely so-called “mark-to-market” election with respect to such U.S. Holder’s ADSs. The ADSs will be“marketable” as long as they remain regularly traded on a national securities exchange, such as the NASDAQ. If you make this election in a timelyfashion, you will generally recognize as ordinary income or ordinary loss (limited to the amount of prior ordinary gain) the difference between theadjusted tax basis of your ADSs on the first day of any taxable year and their value on the last day of that taxable year. Your basis in the ADSs willbe adjusted to reflect any such income or loss. A mark-to-market election will be effective for the taxable year for which the election is made andfor all subsequent taxable years, unless the ADSs are no longer regularly traded on a qualified exchange or the IRS consents to the revocation ofthe election. However, because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you may continue to besubject to the PFIC rules with respect to any indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S.federal income tax purposes, including our subsidiaries. In addition, because our ordinary shares are not regularly traded on a national securitiesexchange, you will not be able to make a mark-to-market election with respect to any ordinary shares. You should consult your own tax advisorswith respect to making a mark-to-market election.In addition, if we are a PFIC in any year, you might be able to avoid the excess distribution rules described above by making a timely so-called “qualified electing fund,” or QEF, election to be taxed currently on your pro rata portion of our income and gain. However, we do not intendto provide the information that would be necessary for you to make a QEF election. Accordingly, you will not be able to make or maintain a QEFelection with respect to your ADSs or ordinary shares.You should consult with your tax advisors regarding the U.S. federal income tax consequences of holding ADSs or ordinary shares if weare considered to be a PFIC in any taxable year as well as your eligibility for a “mark-to-market” election and whether making such an electionwould be advisable to you in your particular circumstances.Information Reporting and Backup Withholding RulesIn general, dividend payments with respect to the ordinary shares or ADSs and the proceeds received on the sale or other disposition ofthose ordinary shares or ADSs may be subject to information reporting to the IRS, and to backup withholding (currently imposed at a rate of 24%).Backup withholding will not apply, however, if you (1) are a corporation or come within certain other exempt categories and, when required, candemonstrate that fact or (2) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding and otherwisecomply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to providecertification on IRS Form W-9. Any amounts withheld from payments to you under the backup withholding rules will generally be allowed as arefund or a credit against your U.S. federal income tax liability, provided that you timely furnish the required information to the IRS.You may be required to report information with respect to your ordinary shares or ADSs not held through a custodial account with a U.S.financial institution to the IRS. In general, if you hold specified “foreign financial assets” (which generally would include ordinary shares or ADSs)with an aggregate value exceeding $50,000, you will be required to report information about those assets on IRS Form 8938, which must beattached to your annual income tax return. Higher asset thresholds apply if you file a joint tax return or reside abroad. If you fail to report requiredinformation, you could become subject to substantial penalties. You should consult your own tax advisor regarding your obligation to file IRSForm 8938.Table of Contents112You should consult your own tax advisor regarding the application of the U.S. federal income tax laws to their particular situations as wellas any additional tax consequences resulting from purchasing, holding or disposing of ordinary shares or ADSs, including the applicability andeffect of the tax laws of any state, local or foreign jurisdiction and any estate, gift, and inheritance laws.F. Dividends and Paying AgentsNot applicable.G. Statement by ExpertsNot applicable.H. Documents on displayWe have previously filed with the SEC our registration statement on Form F-1 (File No. 333-231376), as amended, and a prospectus underthe Securities Act with respect to our ordinary shares represented by our ADSs, and a related registration statement on Form F-6 (File Number 333-231676) with respect to our ADSs, as amended.We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we arerequired to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after theend of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribedrates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtaininformation regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web siteat www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filingswith the SEC using its EDGAR system.As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reportsand proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profitrecovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reportsand financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.We will furnish JPMorgan Chase Bank, N.A., the depositary, with our annual reports, which include a review of operations and annualaudited combined and consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting andother reports and communications that are made generally available to our shareholders. The depositary makes such notices, reports andcommunications available to holders of ADSs and, upon our request, mails to all record holders of ADSs the information contained in any notice ofa shareholders’ meeting received by the depositary from us.I. Subsidiary InformationNot applicable.ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKForeign Exchange RiskSubstantially all of our revenues and expenses are denominated in Renminbi. We do not believe that we currently have any significantdirect foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although in general ourexposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between theU.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSs will be traded in U.S.dollars.Table of Contents113The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The PRCgovernment allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008and June 2010, the exchange rate between the Renminbi and the U.S. dollar had been stable and traded within a narrow band. Since June 2010, theRenminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of theInternational Monetary Fund, or the IMF, completed the regular five-year review of the basket of currencies that make up the Special DrawingRight, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be includedin the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, theRenminbi has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. With the development ofthe foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in thefuture announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciatesignificantly in value against the U.S. dollar in the future. Accordingly, it is difficult to predict how market forces or PRC or U.S. governmentpolicy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollarwould have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S.dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S.dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.Interest Rate RiskWe have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financialinstruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due tochanges in market interest rate in the future.ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESA. Debt SecuritiesNot applicable.B. Warrants and RightsNot applicable.C. Other SecuritiesNot applicable.D. American Depositary SharesJPMorgan Chase Bank, N.A., our depositary, may charge each person to whom ADSs are issued, including, without limitation, issuancesagainst deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stocksplit declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or depositedsecurities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADSs are cancelled or reduced for any other reason,$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell(by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to suchdeposit to pay such charge.Table of Contents114The following additional charges shall be incurred by the ADR holders and beneficial owners of ADSs, by any party depositing orwithdrawing shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to astock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs),whichever is applicable:●a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;●a fee of up to US$0.05 per ADS held upon which any cash distribution made pursuant to the deposit agreement;●an aggregate fee of up to US$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary inadministering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed againstholders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in themanner described in the next succeeding provision);●a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including,without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchangecontrol regulations or any law, rule or regulation relating to foreign investment) in connection with the servicing of the shares orother deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of depositedsecurities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation(which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositaryand shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or morecash dividends or other cash distributions);●a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal tothe US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the depositof such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the salethereof are instead distributed by the depositary to those holders entitled thereto;●stock transfer or other taxes and other governmental charges;●SWIFT, cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit ordelivery of shares, ADRs or deposited securities;●transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with thedeposit or withdrawal of deposited securities;●in connection with the conversion of foreign currency into U.S. dollars, JPMorgan shall deduct out of such foreign currency the fees,expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connectionwith such conversion; and●fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/orprivate sale of securities under the deposit agreement.JPMorgan and/or its agent may act as principal for such conversion of foreign currency. For further details see https://www.adr.com.We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreementsfrom time to time between us and the depositary.Table of Contents115The fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. Registered holdersof ADRs will receive prior notice of the increase in any such fees and charges. The right of the depositary to receive payment of fees, charges andexpenses as provided above shall survive the termination of the deposit agreement.The depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program orotherwise upon such terms and conditions as we and the depositary may agree from time to time. The depositary collects its fees for issuance andcancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries actingfor them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling aportion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cashdistributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary willgenerally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is nottimely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expensesowing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement aredue in advance and/or when declared owing by the depositary.Table of Contents116PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNot applicable.ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSMaterial Modifications to the Rights of Security HoldersNone.Use of ProceedsNot applicable.ITEM 15. CONTROLS AND PROCEDURESDisclosure Controls and ProceduresOur management, with the participation of our chief executive officer and deputy chief financial officer has performed an evaluation of theeffectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period coveredby this report, as required by Rule 13a-15(b) under the Exchange Act.Based upon that evaluation, our management has concluded that, as of December 31, 2020, our disclosure controls and procedures werenot effective in certain respects, primarily due to the material weakness in our internal controls, as discussed below, to ensure that the informationrequired to be disclosed by us in the reports that we file and furnish under the Exchange Act was recorded, processed, summarized and reported,within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file orsubmit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and deputy chieffinancial officer, to allow timely decisions regarding required disclosure.Management’s Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule13a-15(c) of the Exchange Act, based on criteria established in the Internal Control-Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (2013 framework). Based on this evaluation, our management has concluded that our internal controlover financial reporting was not effective as of December 31, 2020 due to the existence of a material weakness, as described below.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition,projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risk that controlsmay become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is areasonable possibility that a material misstatement of the company’s financial statements will not be prevented or detected on a timely basis. Ourmaterial weakness is that we did not have sufficient financial reporting and accounting personnel to formalize, design, implement and operate keycontrols over financial reporting process in order to report financial information in accordance with U.S. GAAP and SEC reporting requirements.Table of Contents117Notwithstanding the identified material weakness, management, including our chief executive officer and deputy chief financial officer,believes the consolidated financial statements included in this annual report on Form 20-F present fairly, in all material respects, our financialcondition, results of operations and cash flows in conformity with U.S. GAAP.Attestation Report of the Registered Public Accounting FirmThis annual report on Form 20-F does not include an attestation report of our registered public accounting firm because as an emerginggrowth company, we are currently exempt from this requirement.Changes in Internal Control over Financial ReportingWe are currently in the process of remediating the material weakness described above. In 2021, we will continue to implement additionalmeasures to remediate the existing material weakness as discussed above. However, we cannot assure you that we will remediate our materialweakness in a timely manner. See “Item 3. D. Key Information—Risk Factors—Risks Relating to Our Business and Industry—If we fail to achieveand maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or preventfraud, which could result in harm to our business, loss of investor confidence in our financial reporting and a lower trading price of our ADSs.”ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTOur board of directors has determined that Ms. Jie Jiao is an “audit committee financial expert” as defined by SEC rules, and that shesatisfies the independence requirements of Rule 5605 of the NASDAQ Stock Market Rules and Rule 10A-3 promulgated under the Exchange Act.ITEM 16B. CODE OF ETHICSOur board of directors has adopted our code of ethics, a code that applies to members of the board of directors including its chairman andother senior officers, including the chief executive officer and financial controller. This code is publicly available on our websiteat ir.chinaindexholdings.com.ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees by categories specified below in connection with certain professional services renderedby our independent registered public accounting firms, KPMG Huazhen LLP, for the years ended December 31, 2019 and 2020, respectively. Saveas disclosed below, we did not pay any other fees to KPMG Huazhen LLP during the periods indicated below.2019 2020 RMB RMB US$(in thousands)Audit fees (1) 3,939 4,968 720Audit-related fees — — —Tax fees — — —All other fees — — —Total 3,939 4,968 720(1)Audit fees represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountantfor the audit of our annual combined and consolidated financial statements, limited procedures on quarterly financial information, and auditservices that are normally provided by the principal accountant in connection with regulatory filings or engagements for those fiscal years.Table of Contents118Audit Committee Pre-approval PolicyOur audit committee is responsible for pre-approving all audit and non-audit services provided by our independent registered publicaccounting firm. The advance approval of the Audit Committee or member thereof, to whom approval authority has been delegated, is required forall audit and non-audit services provided by our independent registered public accounting firm. The advance approval of the Audit Committee isrequired for all audit and non-audit services provided by our independent registered public accounting firm and was obtained for all such servicesprovided in 2019 and 2020. Our independent registered public accounting firm and management report, on a regular basis, to the Audit Committeeregarding the extent of the services provided and the fees for the services performed to date.ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESNot applicable.ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSNot applicable.ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTNot applicable.ITEM 16G. CORPORATE GOVERNANCEAs a Cayman Islands exempted company listed on the NASDAQ Global Select Market, we are subject to the NASDAQ corporategovernance requirements. However, the NASDAQ corporate governance requirements permit a foreign private issuer like us to follow thecorporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, maydiffer significantly from the NASDAQ corporate governance requirements for companies incorporated in other jurisdictions such as the UnitedStates. For instance, we are not required to: (1) have a majority of the board be independent; (2) have a compensation committee or a nominatingand corporate governance committee consisting entirely of independent directors; or (3) have regularly scheduled executive sessions with onlyindependent directors each year.To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be affordedless protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “Item 3. Key Information—D. RiskFactors—Risks Relating to the ADSs—As a company registered in the Cayman Islands, we are permitted to adopt certain home country practicesin relation to corporate governance matters that differ significantly from the NASDAQ corporate governance requirements; these practices mayafford less protection to shareholders than they would enjoy if we complied fully with the NASDAQ corporate governance requirements.”In addition, we are a “controlled company” under the rules of the NASDAQ and, as a result, may elect not to comply with certaincorporate governance requirements, including the requirement that we have a majority of independent directors on our board of directors. To theextent we choose to rely on such exemptions, our shareholders may not have the same protections afforded to shareholders of companies that aresubject to all of the applicable corporate governance requirements. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the ADSs—We are a “controlled company” under the rules of the NASDAQ and, as a result, qualify for exemptions from certain corporate governancerequirements that provide protection to shareholders of other companies.”ITEM 16H. MINE SAFETY DISCLOSURENot applicable.ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSNot applicable.Table of Contents119PART IIIITEM 17. FINANCIAL STATEMENTSWe have elected to provide financial statements pursuant to Item 18.ITEM 18. FINANCIAL STATEMENTSOur combined and consolidated financial statements are included at the end of this annual report.ITEM 19. EXHIBITSExhibit No. Description of Exhibit 1.1 Second amended and restated memorandum and articles of association of the registrant, adopted on May 2, 2019 and effective onJune 11, 2019 (incorporated by reference to Exhibit 3.2 of our registration statement on Form F-1 (File No. 333-231376) filed withthe SEC on May 24, 2019, as amended) 2.1 Registrant’s specimen American depositary receipt (included in Exhibit 2.3) 2.2 Registrant’s specimen certificate for ordinary shares (incorporated by reference to Exhibit 4.2 of our registration statement onForm F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 2.3 Form of deposit agreement by and among the registrant, the depositary and holders of the American Depositary Receipts(incorporated by reference to Exhibit 4.3 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC onMay 24, 2019, as amended) 2.4* Description of securities 4.1 2019 equity incentive plan (incorporated by reference to Exhibit 10.9 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.2 Form of indemnification agreement between the registrant and each of its directors and executive officers (incorporated byreference to Exhibit 10.1 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, asamended) 4.3 English translation of form of employment agreement between the registrant and each of its executive officers (incorporated byreference to Exhibit 10.2 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, asamended) 4.4 Form of separation and distribution agreement between Fang Holdings Limited and China Index Holdings Limited, dated May 24,2019 (incorporated by reference to Exhibit 10.3 of our registration statement on Form F-1 (File No. 333-231376) filed with theSEC on May 24, 2019, as amended) 4.5 English translation of form of business cooperation agreement between Fang Holdings Limited and Beijing Zhong Zhi Shi ZhengData Information Technology Co., Ltd., dated May 24, 2019 (incorporated by reference to Exhibit 10.4 of our registrationstatement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.6 English translation of form of data license agreement between Fang Holdings Limited and Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd., dated May 24, 2019 (incorporated by reference to Exhibit 10.5 of our registration statement onForm F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.7 English translation of form of intellectual property right license agreement between Fang Holdings Limited and Beijing Zhong ZhiShi Zheng Data Information Technology Co., Ltd., dated May 24, 2019 (incorporated by reference to Exhibit 10.6 of ourregistration statement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended)Table of Contents120 4.8 English translation of form of lease framework agreement between Fang Holdings Limited and Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd., dated September 30, 2018 (incorporated by reference to Exhibit 10.7 of our registrationstatement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.9 English translation of form of software license agreement between Fang Holdings Limited and Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd., dated May 24, 2019 (incorporated by reference to Exhibit 10.8 of our registration statement onForm F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended)4.10 English translation of loan agreement between and among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.,Mr. Vincent Tianquan Mo and Ms. Yu Huang, dated June 11, 2018 (incorporated by reference to Exhibit 10.10 of our registrationstatement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.11 English translation of equity pledge agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.,Mr. Vincent Tianquan Mo and Ms. Yu Huang, dated June 11, 2018 (incorporated by reference to Exhibit 10.11 of our registrationstatement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.12 English translation of shareholders’ proxy agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.,Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd., Mr. Vincent Tianquan Mo and Ms. Yu Huang, datedJune 11, 2018 (incorporated by reference to Exhibit 10.12 of our registration statement on Form F-1 (File No. 333-231376) filedwith the SEC on May 24, 2019, as amended) 4.13 English translation of operating agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., BeijingZhong Zhi Hong Yuan Data Information Technology Co., Ltd., Mr. Vincent Tianquan Mo and Ms. Yu Huang, dated June 11, 2018(incorporated by reference to Exhibit 10.13 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC onMay 24, 2019, as amended) 4.14 English translation of exclusive technical consultancy and services agreement between Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd. and Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd., dated June 11, 2018(incorporated by reference to Exhibit 10.14 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC onMay 24, 2019, as amended) 4.15 English translation of exclusive call option agreement among Beijing Zhong Zhi Shi Zheng Data Information TechnologyCo., Ltd., Beijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd., Mr. Vincent Tianquan Mo and Ms. Yu Huang,dated June 11, 2018 (incorporated by reference to Exhibit 10.15 of our registration statement on Form F-1 (File No. 333-231376)filed with the SEC on May 24, 2019, as amended) 4.16 English translation of supplementary agreement to the exclusive call option agreement, among China Index Holdings Limited,Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., Beijing Zhong Zhi Hong Yuan Data Information TechnologyCo., Ltd., Mr. Vincent Tianquan Mo and Ms. Yu Huang dated October 1, 2018 (incorporated by reference to Exhibit 10.16 of ourregistration statement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 4.17 Form of warrant (incorporated by reference to Exhibit 4.4 of our registration statement on Form F-1 (File No. 333-231376) filedwith the SEC on May 24, 2019, as amended) 4.18 Form of guarantee letter (incorporated by reference to Exhibit 10.17 of our registration statement on Form F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended)4.19*English translation of loan agreement between and among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.and Mr. Jianning Dai, dated December 9, 2019Table of Contents1214.20*English translation of equity pledge agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. andMr. Jianning Dai, dated December 9, 20194.21*English translation of shareholder’s proxy agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.,Beijing Zhong Zhi Information Technology Academy and Mr. Jianning Dai, dated December 9, 20194.22*English translation of operating agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., BeijingZhong Zhi Information Technology Academy and Mr. Jianning Dai, dated December 9, 20194.23*English translation of exclusive technical consultancy and services agreement between Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd. and Beijing Zhong Zhi Information Technology Academy, dated December 9, 20194.24*English translation of exclusive call option agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co.,Ltd., Mr. Jianning Dai, Beijing Zhong Zhi Information Technology Academy and China Index Holdings Limited, dated December9, 20194.25*English translation of loan agreement between and among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.and Jiatianxia Credit Management Co., Ltd., dated September 3, 2020 4.26*English translation of equity pledge agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. andJiatianxia Credit Management Co., Ltd., dated September 3, 20204.27*English translation of shareholder’s proxy agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.,Shouzheng Credit Rating Co., Ltd. and Jiatianxia Credit Management Co., Ltd., dated September 3, 20204.28*English translation of operating agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.,Shouzheng Credit Rating Co., Ltd. and Jiatianxia Credit Management Co., Ltd., dated September 3, 20204.29*English translation of exclusive technical consultancy and services agreement between Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd. and Shouzheng Credit Rating Co., Ltd., dated September 3, 20204.30*English translation of exclusive call option agreement among Beijing Zhong Zhi Shi Zheng Data Information Technology Co.,Ltd., Jiatianxia Credit Management Co., Ltd., Shouzheng Credit Rating Co., Ltd. and China Index Holdings Limited, datedSeptember 3, 20208.1* List of principal subsidiaries and variable interest entities of the registrant 11.1 Code of business conduct and ethics of the registrant (incorporated by reference to Exhibit 99.2 of our registration statement onForm F-1 (File No. 333-231376) filed with the SEC on May 24, 2019, as amended) 12.1* CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 12.2* CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 13.1** CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13.2** CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 15.1* Consent of Jingtian & Gongcheng 15.2* Consent of KPMG Huazhen LLPTable of Contents122101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document 101.SCH* XBRL Taxonomy Extension Scheme Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document104The cover page has been formatted in Inline XBRL*Filed with this annual report on Form 20-F**Furnished with this annual report on Form 20-FTable of Contents123SIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized theundersigned to sign this annual report on its behalf.China Index Holdings LimitedBy:/s/ Yu HuangName:Yu HuangTitle:Chief Executive OfficerDate: November 15, 2021Table of ContentsF-1CHINA INDEX HOLDINGS LIMITEDINDEX TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTSCONTENTS PAGE(S)REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMF-2CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2019 AND 2020 F-3COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDEDDECEMBER 31, 2018, 2019 AND 2020 F-4COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDEDDECEMBER 31, 2018, 2019 AND 2020 F-5COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018,2019 AND 2020 F-6NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTSF-7 – F-41Table of ContentsF-2Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of Directors China Index Holdings Limited:Opinion on the Combined and Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of China Index Holdings Limited and subsidiaries (the Company) as ofDecember 31, 2019 and 2020, the related combined and consolidated statements of comprehensive income (loss), shareholders’ equity (deficit) andcash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the combined andconsolidated financial statements). In our opinion, the combined and consolidated financial statements present fairly, in all material respects, thefinancial position of the Company as of December 31, 2019 and 2020, and the results of its operations and its cash flows for each of the years in thethree-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.Basis of PreparationAs discussed in Note 1 and Note 2, the combined financial statements, constituting the periods prior to June 11, 2019, include Fang HoldingsLimited’s (“Fang”) real estate information, analytics and marketplace services business and have been derived from the consolidated financialstatements and underlying accounting records of Fang. The combined financial statements also include expense allocations for certain functionshistorically provided by Fang. These allocations may not be indicative of the actual expenses which would have been incurred had the Companyoperated as a separate entity apart from Fang prior to June 11, 2019.Change in Accounting PrincipleAs discussed in Note 2 to the combined and consolidated financial statements, the Company has changed its method of accounting for leases as ofJanuary 1, 2019 due to the adoption of ASC Topic 842, Leases.Basis for OpinionThese combined and consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on these combined and consolidated financial statements based on our audits. We are a public accounting firm registered with the PublicCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordancewith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the combined and consolidated financial statements are free of material misstatement, whether due to error orfraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of ouraudits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion onthe effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the combined and consolidated financial statements,whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the combined and consolidated financial statements. Our audits also included evaluating the accountingprinciples used and significant estimates made by management, as well as evaluating the overall presentation of the combined and consolidatedfinancial statements. We believe that our audits provide a reasonable basis for our opinion./s/ KPMG Huazhen LLPWe have served as the Company’s auditor since 2018. Beijing, China November 15, 2021 Table of ContentsF-3CHINA INDEX HOLDINGS LIMITEDCONSOLIDATED BALANCE SHEETS(Amounts in thousands of Renminbi (“RMB”), except for share data)As of December 31, Notes 20192020ASSETS Current assets: Cash and cash equivalents 214,076280,355Short-term investments2(u)125,000391,671Accounts receivable, net of allowance for doubtful accounts 3 24,24329,680Prepaid expenses and other current assets 4,5662,557Amounts due from related parties-current 9 4,8203,090Total current assets 372,705707,353 Non-current assets: Property and equipment, net 2,8732,345Right of use assets449,59544,369Amounts due from a related party-non current, less allowance for doubtful accounts of nil and RMB547,069 as of December 31,2019 and 2020, respectivelty9,14——Other noncurrent assets —3,270Total non-current assets 52,46849,984 Total assets 425,173757,337 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable 7,8449,343Amounts due to a related party (including amounts due to a related party of VIEs without recourse to the Company of RMB 130 andnil as of December 31, 2019 and 2020, respectively) 9 7,734156Deferred revenue 7 203,531224,141Income taxes payable 8 23,39626,737Accrued expenses and other liabilities (including accrued expenses and other liabilities of VIEs without recourse to the Company ofRMB322 and RMB386 as of December 31, 2019 and 2020, respectively) 5 84,250637,693Total current liabilities 326,755898,070 Non-current liabilities: Long-term lease liabilities437,67927,427Other non-current liabilities 6 39,757117,987Total non-current liabilities 77,436145,414 Total liabilities 404,1911,043,484 Commitments and contingencies 14 ——SHAREHOLDERS’ EQUITY (DEFICIT) Class A ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B in aggregate as of December31, 2019 and 2020; 72,475,630 shares issued as of December 31, 2019 and 2020; 65,762,936 and 66,411,428 shares outstanding asof December 31, 2019 and 2020, respectively)11500500Class B ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B in aggregate as of December31, 2019 and 2020; 23,636,706 shares issued and outstanding as of December 31, 2019 and 2020; each Class B ordinary share isconvertible into one Class A ordinary share)11163163Treasury shares (6,712,694 and 6,064,202 shares as of December 31, 2019 and 2020, respectively)11(46)(42)Capital deficit(135,179)(126,571)Retained earnings (accumulated deficits)155,324(162,728)Accumulated other comprehensive income 2201,232Total shareholders’ equity (deficit) attributable to China Index Holdings Limited20,982(287,446)Noncontrolling interests—1,299Total shareholders’ equity (deficit) 20,982(286,147) Total liabilities and shareholders’ equity (deficit) 425,173757,337The accompanying notes are an integral part of the combined and consolidated financial statements.Table of ContentsF-4CHINA INDEX HOLDINGS LIMITEDCOMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(Amounts in thousands of RMB, except for per share data)For the Year Ended December 31, Notes 2018 20192020Revenues (including revenues from related parties of RMB4,543, RMB43,678 and RMB11,006 forthe years ended December 31, 2018, 2019 and 2020, respectively) 7 421,024 579,650635,910Cost of revenues (including cost of revenues resulting from transactions with related parties ofRMB9,504, RMB11,082 and RMB8,981 for the years ended December 31, 2018, 2019 and 2020,respectively) (87,733) (110,492)(105,528)Gross profit 333,291 469,158530,382 Operating expenses: Selling and marketing expenses (including selling and marketing expenses resulting fromtransactions with related parties of RMB4,320, RMB4,761 and RMB4,552 for the years endedDecember 31, 2018, 2019 and 2020, respectively) (77,731) (99,020)(112,414)General and administrative expenses (including general and administrative expenses resulting fromtransactions with related parties of RMB10,524, RMB9,383 and RMB2,088 for the years endedDecember 31, 2018, 2019 and 2020, respectively) (66,993) (77,773)(85,700)Bad debt expense (including bad debt expense resulting from transactions with a related party of nil,nil and RMB547,069 for the years ended December 31, 2018, 2019 and 2020, respectively) 3.14 — (4,842)(559,445)Operating income (loss) 188,567 287,523(227,177)Interest income 664 2,2001,625Change in fair value of the warrants 6 — (1,152)1,359Investment income 2(e) 4,842 7149,294Government grants 2(n) 1,395 9035,997Income (loss) before income taxes 195,468 290,188(208,902)Income tax expense 8 (30,048) (44,737)(109,454)Net income (loss) 165,420 245,451(318,356)Less: net loss attributable to noncontrolling interest holders — —(304)Net income (loss) attributable to China Index Holdings Limited 165,420 245,451(318,052) Other comprehensive income (loss) Foreign currency translation adjustments, net of nil income taxes 49 (7)1,012Unrealized holding gains on short-term investments, net of RMB726, RMB107 and nil income taxesfor the years ended December 31, 2018, 2019 and 2020, respectively 2(e) 4,116 607—Less: Reclassification adjustment for gains on short-term investments realized in net income, net ofRMB726, RMB 107 and nil income taxes for the years ended December 31, 2018, 2019 and 2020,respectively 2(e) (4,116) (607)—Total comprehensive income (loss) 165,469 245,444(317,344)Less: comprehensive loss attributable to noncontrolling interest holders——(304)Comprehensive income (loss) attributable to China Index Holdings Limited165,469245,444(317,040)Earnings (loss) per share for Class A and Class B ordinary shares Basic121.852.74(3.54)Diluted 12 1.852.74(3.54)Weighted average number of Class A and Class B ordinary shares and ordinary sharesequivalents outstanding:Basic1289,399,64289,515,15389,842,465Diluted1289,399,64289,545,71089,842,465The accompanying notes are an integral part of the combined and consolidated financial statements.Table of ContentsF-5CHINA INDEX HOLDINGS LIMITEDCOMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)(Amounts in thousands of RMB, except for share data)Accumulated otherClass A ordinary sharesClass B ordinary sharescomprehensive incomeNumber ofNumber ofRetainedParentForeignClass AClass BearningscompanycurrencyUnrealized gainTotalordinaryordinaryTreasuryCapital(accumulatedinvestmenttranslationon short-termNoncontrollingshareholders’ equity shares Amount sharesAmount shares deficit deficit) (deficit) adjustments investments interests (deficit)Balance as of January 1, 2018 ———————25,820 178—— 25,998Net income ———————165,420———165,420Foreign currency translation adjustments, net of nilincome taxes ————————49——49Share-based compensation ———————6,808———6,808Unrealized holding gains on short-term investments,net of RMB 726 income taxes —————————4,116—4,116Reclassification adjustment for gains on short-terminvestments realized in net income, net of RMB726 income taxes —————————(4,116)—(4,116)Net transfers to Parent ———————(270,570)———(270,570)Balance as of December 31, 2018 ———————(72,522)227——(72,295)Net income ——————155,32490,127———245,451Foreign currency translation adjustments, net of nilincome taxes ————————(7)——(7)Share-based compensation —————4,340—3,894———8,234Unrealized holding gains on short-term investments,net of RMB 107 income taxes —————————607—607Reclassification adjustment for gains on short-terminvestments realized in net income, net of RMB107 income taxes —————————(607)—(607)Net transfers to Parent ———————(160,401)———(160,401)Capitalization at separation65,762,93650023,636,706163(46)(139,519)—138,902————Balance as of December 31, 2019 65,762,93650023,636,706163(46)(135,179)155,324—220——20,982Net loss ——————(318,052)———(304)(318,356)Foreign currency translation adjustments, net of nilincome taxes ————————1,012——1,012Share-based compensation —————8,612—————8,612Noncontrolling interests acquired in businessacquisition——————————1,6031,603Settlement of vested restricted shares using treasuryshares648,492———4(4)——————Balance as of December 31, 202066,411,42850023,636,706163(42)(126,571)(162,728)—1,232—1,299(286,147)The accompanying notes are an integral part of the combined and consolidated financial statements.Table of ContentsF-6CHINA INDEX HOLDINGS LIMITEDCOMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands of RMB)For the Year Ended December 31, 2018 2019 2020CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 165,420245,451(318,356)Adjustments to reconcile net income (loss) to net cash provided by operating activities: Share-based compensation expense 6,8088,2348,612Depreciation 1,1881,1191,196Reduction in the carrying amount of the right-of-use assets—4,9845,226Allowance for doubtful account—4,84212,376Allowance for amounts due from a related party-non current——547,069Investment income (4,842)(714)(9,294)Deferred income tax expense——60,516Change in fair value of the warrants—1,152(1,359)(Gain) loss on disposal of property and equipment (6)2(5)Changes in operating assets and liabilities, net of effects of acquisition and disposal of subsidiaries: Accounts receivable (7,239)(13,551)(17,744)Prepayments to and amounts due from related parties (1,970)(4,820)4,820Prepaid expenses and other current assets (321)(3,871)(1,546)Accounts payable 1,4942,6601,499Amounts due to a related party 6807,028(7,282)Deferred revenue 13,62260,27220,623Income tax payable (8,128)8,9163,341Amounts due from a related party-non current——(547,069)Accrued expenses and other liabilities 20,3294,384557,590Long-term lease liabilities—(14,930)(10,252)Other non-current liabilities 15,48422,88117,583Net cash provided by operating activities 202,519334,039327,544CASH FLOWS FROM INVESTING ACTIVITIES Purchase of short-term investments (1,300,000)(340,000)(4,084,440)Proceeds from sales of short-term investments 1,304,842215,7143,827,063Purchase of property and equipment (65)(63)(585)Proceeds from disposal of property and equipment 2615Proceeds from disposal of subsidiaries——4,325Cash disposed for sales of subsidiaries——(1,035)Advance to a noncontrolling interest holder——(3,090)Cash acquired from business acquisition——7Net cash provided by (used in) investing activities 4,803(124,348)(257,750)CASH FLOWS FROM FINANCING ACTIVITIES Repayment of cash advance from related parties(3,815)——Net transfers to the parent company (270,570)(160,194)—Net cash used in financing activities (274,385)(160,194)—Effect of foreign currency exchange rate changes on cash and cash equivalents 77377(3,515)Net (decrease) increase in cash and cash equivalents (66,986)49,87466,279Cash and cash equivalents as of the beginning of the year 231,188164,202214,076Cash and cash equivalents as of the end of the year 164,202214,076280,355Supplemental disclosure of cash flow information: Income tax paid22,69212,94025,645Issuance of warrants in connection with the separation from Fang—207—Net assets and noncontrolling interests acquired in business acquisition——1,603The accompanying notes are an integral part of the combined and consolidated financial statements.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-71. Description of principal activities and organization(a) Description of Principal ActivitiesChina Index Holdings Limited (“CIH” or the “Company”), formerly known as Selovo Investments Limited, is an exempted company with limitedliability and was re-domiciled from the British Virgin Islands to the Cayman Islands on July 26, 2018. The Company separated from Fang HoldingsLimited (“Fang” or the “Parent”) on June 11, 2019 (the “separation”), becoming an independent publicly traded company as a result of a pro ratadistribution (the “distribution”) of all outstanding shares of CIH Class A ordinary shares to shareholders of Fang. On June 11, 2019, Fang’sshareholders of record received one share of CIH Class A ordinary shares for every one share of Fang ordinary shares held as of the record date.CIH ordinary shares began trading under the ticker symbol “CIH” on the NASDAQ on June 12, 2019.The Company, through its wholly-owned subsidiaries and consolidated variable interest entities (“VIEs”), offers real estate data and analytics toolsto customers. The Company also offers customers, primarily real estate developers, one-stop marketing solutions to promote their brands andenable customers to post and market their commercial properties and lands through the Company’s online marketing portals. All of the Company’soperations are located in the People’s Republic of China (“PRC”) with nearly all of its customers located in the PRC.(b) OrganizationIn order to continue to operate its business after the separation of the Company from Fang in compliance with PRC regulatory requirements whichrestrict foreign ownership of value added telecommunications, CIH, through Beijing Zhong Zhi Shi Zheng Information Technology Co., Ltd(“WFOE”), which is a PRC operating entity of the Company, entered into a series of contractual agreements and arrangements (“Zhong Zhi HongYuan VIE Agreements”) with (1) Zhong Zhi Hong Yuan Data Information Technology Co., Ltd (“Zhong Zhi Hong Yuan” or the “VIE”), a PRClegal entity, and (2) the shareholders of Zhong Zhi Hong Yuan, including Mr. Vincent Tianquan Mo, chairman of the board of directors and thecontrolling shareholder of the Company, and Ms. Yu Huang, director, chief executive officer and president of the Company.Zhong Zhi Hong Yuan was established by Mr. Mo and Ms. Huang on June 11, 2018. The registered capital of Zhong Zhi Hong Yuan isRMB1.5 million. Zhong Zhi Hong Yuan obtained a license of telecommunications and information services, or ICP license on July 2, 2019, fromthe government in order to carry out commercial Internet content provision operations in China.All of the equity interests of Zhong Zhi Hong Yuan are legally held by Mr. Mo and Ms. Huang. Both individuals are nominee equity holders ofZhong Zhi Hong Yuan and holding their equity interests on behalf of CIH. Through the Zhong Zhi Hong Yuan VIE Agreements, the nomineeequity holders of Zhong Zhi Hong Yuan have granted all their legal rights including voting rights and disposition rights of their equity interests inZhong Zhi Hong Yuan to CIH. The nominee equity holders of Zhong Zhi Hong Yuan do not participate significantly in income and loss and do nothave the power to direct the activities of Zhong Zhi Hong Yuan that most significantly impact its economic performance. Accordingly, Zhong ZhiHong Yuan is considered a VIE.CIH has a controlling financial interest in the VIE because CIH has (i) the power to direct activities of the VIE that most significantly impact theeconomic performance of the VIE; and (ii) the obligation to absorb the expected losses and the right to receive expected residual return of the VIEthat could potentially be significant to the VIE. Thus, CIH is the primary beneficiary of the VIE.Under the terms of the Zhong Zhi Hong Yuan VIE Agreements, CIH has (i) the right to receive economic benefits that could potentially besignificant to the VIE in the form of service fees under the exclusive technical consultancy and services agreement; (ii) the right to receive alldividends declared by the VIE and the right to all undistributed earnings of the VIE; (iii) the right to receive the residual benefits of the VIEthrough its exclusive option to acquire 100% of the equity interests in the VIE, to the extent permitted under PRC law. Accordingly, the financialstatements of the VIE are consolidated in the Company’s combined and consolidated financial statements.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-81. Description of principal activities and organization (continued)Under the terms of Zhong Zhi Hong Yuan VIE Agreements, the VIE’s nominee equity holders have no rights to the net assets nor have theobligations to fund the deficit, and such rights and obligations have been vested to CIH. All of the equity (net assets) and net loss of the VIE areattributed to CIH.The key terms of Zhong Zhi Hong Yuan VIE Agreements are as follows:Equity Pledge AgreementPursuant to the equity pledge agreement, each nominee equity holder of the VIE has pledged all of his or her equity interest in the VIE to guaranteethe VIE’s performance under the exclusive technical consultancy and services agreement. If the VIE or its nominee equity holder breach theircontractual obligations under this agreement, WFOE, as pledgee, will be entitled to certain rights regarding the pledged interests, includingreceiving proceeds from the auction or sale of all or part of the pledged interests of the VIE in accordance with the law. Each nominee equity holderof the VIE agrees that, during the term of the equity pledge agreement, he or she will not dispose of the pledged equity interests or create or allowany encumbrance on the pledged equity interests without the prior written consent of WFOE. WFOE also has the right to receive dividends of theVIE from its nominee equity holder. The equity pledge agreements remain effective for 10 years commencing from June 11, 2018 and can beextended at the sole discretion of WFOE. The pledge was registered with the relevant local administration for industry and commerce in July 2018and will remain binding until the VIE and their nominee equity holders discharge all their obligations under the contractual arrangements. Theregistration of the equity pledge enables the WFOE to enforce the equity pledge against third parties who acquire the equity interests of the VIE ingood faith.Shareholders’ Proxy AgreementUnder the shareholders’ proxy agreement, the nominee equity holders agreed to irrevocably entrust WFOE to exercise their rights as the registeredequity holders of the VIE to attend shareholders’ meetings, cast votes on all matters of the VIE requiring shareholder approval. WFOE may assignpart or all of these proxy rights to its designated employees. WFOE will be indemnified for any loss under this agreement. This agreement will alsobe binding upon successors of the parties or transferees of the parties’ equity interests. This agreement will remain in effect until terminated uponwritten consent by all the parties to the agreement or by their successors.Exclusive Technical Consultancy and Services AgreementUnder the exclusive technical consultancy and services agreement among WFOE and the VIE, WFOE has the exclusive right to provide the VIEwith technical services relating to its business. In exchange for these services, the VIE has agreed to make monthly payments to the serviceprovider for such services at an amount determined by the time consumed, the seniority of employees of WFOE providing services to the VIE andamounts agreed by WFOE and the VIE for services provided. Without WFOE’s prior written consent, the VIE agrees not to accept the same or anysimilar services provided by any third party. WFOE own the intellectual property rights arising out of the performance of this agreement. Theagreement has an original term of 10 years commencing from June 11, 2018, which can be extended by WFOE at its sole discretion, or can beterminated by WFOE upon 30 days’ advance notice.Operating AgreementUnder the operating agreement, WFOE has undertaken to enter into guarantee contracts with third parties, as required by third parties, to guaranteethe performance of the VIE under its business contracts with third parties. In return, the VIE is required to pledge its accounts receivable andmortgage all of its assets as counter security to WFOE. Each of the VIE and the nominee equity holders has agreed not to enter into any transactionthat would substantially affect the assets, rights, obligations or operations of the VIE without the prior written consent of WFOE. The agreementhas an original term of 10 years which can be extended prior to the expiration with written confirmation from WFOE, or can be terminated byWFOE upon 30 days’ advance notice.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-91. Description of principal activities and organization (continued)Exclusive Call Option AgreementPursuant to the exclusive call option agreements, each equity holder of the VIE has irrevocably granted CIH and WFOE an exclusive option topurchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC law, all or part of the equityinterests in the VIE. The purchase price shall be the minimum price permitted under PRC law. Without CIH and WFOE’s prior written consent, theVIE shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficialinterest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into any materialcontract with a value of more than RMB100,000 (except those contracts entered into in the ordinary course of business), conduct mergers oracquisitions or make any investments, or distribute dividends to the shareholders. Each shareholder of the VIE has agreed that, without CIH andWFOE’s prior written consent, he or she will not dispose his or her equity interests in the VIE or create or allow any encumbrance on their equityinterests. Moreover, without CIH and WFOE’s prior written consent, no dividend will be distributed to the VIE’s equity holders, and if any of theequity holders receives any profit, interest, dividend or proceeds of share transfer or liquidation, the equity holder must give such profit, interest,dividend and proceeds to CIH and WFOE or their designated person(s). The agreement has an original term of 10 years commencing from June 11, 2018 which can be extended at the sole discretion of CIH and WFOE.Loan AgreementPursuant to the loan agreement among WFOE and the equity holders of the VIE, WFOE made loans in an aggregate amount of RMB1.5 million tothe equity holders of the VIE solely for making contributions to the business development of the VIE. Pursuant to the loan agreement, the equityholders of the VIE shall repay the loan by transferring of all his or her equity interest in the VIE to WFOE or their designated person(s). The equityholders of the VIE must pay all of the proceeds from sale of such equity interests to WFOE. The loan must be repaid immediately under certaincircumstances, including, among others, if a foreign investor is permitted to operate the value added telecommunication service business and CIHand WFOE elect to exercise its exclusive equity purchase option. The loan agreement has an original term of 10 years commencing from June 11,2018 which will be automatically extended until WFOE agree and is permitted to directly hold the equity interest of the VIE under applicable lawsof the PRC. The equity holders of the VIE shall not repay such loans in advance unless it is otherwise provided in this agreement.In addition, (i) on December 9, 2019, WOFE entered into a series of contractual agreements and arrangements (“Zhong Zhi AcademyAgreements”) with (1) Beijing Zhong Zhi Information Technology Academy (“Beijing Zhong Zhi Academy”), a PRC legal entity, in which WOFEholds 44% equity interest, and (2) the nominal individual shareholder of Beijing Zhong Zhi Academy, who holds 56% of Beijing Zhong ZhiAcademy’s equity interest. (ii) On August 30, 2020, WOFE entered into a series of contractual agreements and arrangements (“ShouzhengAgreements”) with (1) Shouzheng Credit Rating Co., Ltd.(“Shouzheng”), a PRC legal entity, and (2) the shareholder of Shouzheng, JiatianxiaCredit Management Co., Ltd. (“Jiatianxia Credit”), an entity under the control of Mr. Vincent Tianquan Mo, which holds 67% of Shouzheng’sequity interest.All of the terms of Zhong Zhi Academy Agreements and Shouzheng Agreements are substantially similar to Zhong Zhi Hong Yuan VIEAgreements described above (collectively referred to as “VIE Agreements”).The Company relies on the VIE Agreements to operate and control the VIEs. All of the VIE Agreements are governed by PRC laws and providefor the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and anydisputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some otherjurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce thesecontractual arrangements. In the event that the Company is unable to enforce these contractual arrangements, or if the Company suffers significantdelay or other obstacles in the process of enforcing these contractual arrangements, it may not be able to exert effective control over the VIEs andrelevant rights and licenses held by it which the Company requires in order to operate its business, and its ability to conduct its business may benegatively affected.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-101. Description of principal activities and organization (continued)In the opinion of management, based on the legal opinion obtained from the Company’s PRC legal counsel, the above contractual arrangements arelegally binding and enforceable and do not violate current PRC laws and regulations. However, there are uncertainties regarding the interpretationand application of existing and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities willnot ultimately take a contrary view to its opinion. If the current ownership structure of the Company and the VIE Arrangements are found to be inviolation of any existing or future PRC laws and regulations, the PRC government could:(a)revoking the business and operating licenses of the Company;(b)levying fines on the Company;(c)confiscating any of the income that they deem to be obtained through illegal operations;(d)shutting down the Company’s services;(e)discontinuing or restricting the Company’s operations in China;(f)imposing conditions or requirements with which the Company may not be able to comply;(g)requiring the Company to change its corporate structure and contractual arrangements;(h)restricting or prohibiting the use of the proceeds from overseas offering to finance the Company’s VIEs’ business and operations; and(i)taking other regulatory or enforcement actions that could be harmful to the Company’s business.If the imposition of any of these penalties or requirement to restructure the Company’s corporate structure causes it to lose the rights to direct theactivities of the VIEs or the Company’s right to receive its economic benefits, the Company would no longer be able to consolidate the financialresults of the VIEs in its combined and consolidated financial statements. In the opinion of management, the likelihood of deconsolidation of theVIEs is remote based on current facts and circumstances.The Company’s involvement with VIEs under the VIE Agreements affected the Company’s combined and consolidated financial position, resultsof operations and cash flows as indicated below. All intercompany transactions and balances with the Company and its wholly-owned subsidiarieshave been eliminated upon consolidation.The assets and liabilities of the VIEs that were included in the accompanying consolidated financial statements as of December 31, 2019 and 2020were as follows:As of December 31, 2019 2020Total assets 1,1131,957Total liabilities 452386Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-111. Description of principal activities and organization (continued)The financial performance and cash flows of the VIEs that were included in the accompanying combined and consolidated financial statements forthe years ended December 31, 2018, 2019 and 2020 were as follows:For the Year Ended December 31, 2018 2019 2020Revenues —26—Net loss (134)(705)(1,755)Net cash used in operating activities (71)(318)(1,362)Net cash provided by financing activities* 1,500—1,910* Net cash provided by financing activity represents capital injection in the VIEs by nominee equity holders, which was eliminated uponconsolidation.In accordance with the VIE Agreements, CIH has the power to direct the activities of the VIEs. Therefore, the Company considers that there are noassets in the VIEs that can be used only to settle obligations of the VIEs, except for the registered capital of the VIEs in the amount of RMB1,500and RMB6,500 as of December 31, 2019 and 2020. None of the assets of the VIEs have been pledged or collateralized. The creditors of the VIEsdo not have recourse to the general credit of CIH and WFOE.2.Significant accounting policies(a) Basis of Presentation and Principles of ConsolidationThe accompanying combined and consolidated financial statements have been prepared in accordance with U.S. generally accepted accountingprinciples (“GAAP”).In connection with the Company’s separation from Fang, the direct and indirect equity interests of all of the Company’s operating subsidiaries andintermediate holding companies were transferred from Fang to the Company, when the Company was still one of Fang’s subsidiaries, through aseries of transactions, which were completed in May 2019. As a result of these transactions, the Company assumed all of the business andoperations of real estate information, analytics and marketplace services business from Fang by acquiring the relevant portion of the businesseshistorically not conducted by the Company. The Company separated from Fang on June 11, 2019, becoming an independent publicly tradedcompany as a result of a pro rata distribution of all outstanding shares of CIH ordinary shares to shareholders of Fang.The financial statements presented herein represent (i) prior to June 11, 2019, the combined financial statements of Fang’s real estate information,analytics and marketplace services business when the Company was a wholly owned subsidiary of Fang and (ii) subsequent to June 11, 2019, theconsolidated financial statements of the Company as a separate publicly traded company following its separation from Fang.The combined financial statements have been prepared on a stand-alone basis and are derived from Fang’s consolidated financial statements andunderlying accounting records. The combined financial statements include all revenues, costs, assets and liabilities directly attributable to theCompany either through specific identification or allocation.The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries and the VIEs. Allintercompany transactions and balances among the Company, its wholly-owned subsidiaries and the VIEs have been eliminated uponconsolidation.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-122.Significant accounting policies (continued)Allocation of ExpensesPrior to the separation, Fang has historically performed centralized functions on behalf of the Company. Accordingly, certain Fang’s costs havebeen allocated to the Company and reflected as expenses in the combined statements of comprehensive income (loss) for the year ended December31, 2018 and the period between January 1, 2019 and June 11, 2019. Expense allocation primarily relate to centralized functions, including finance,accounting, treasury, tax, legal, internal audit and human resources functions. In addition, expense allocations include, among other costs, ITmaintenance and professional fees. All of the allocations of costs are deemed to have been incurred and settled through parent company deficit inthe period when the costs were recorded. The allocations of costs were based on the number of staff of the Company relative to Fang’s total numberof staff, or the Company’s revenues relative to Fang’s total revenues, where appropriate. Management considers the allocation methodologies usedto be reasonable and appropriate reflections of the historical parent expenses attributable to the Company. The expenses reflected in the combinedstatement of comprehensive income (loss) may not be indicative of the actual expenses that would have been incurred during the periods presentedif the Company had operated as a separate, stand-alone entity. It is not practicable to estimate actual costs that would have been incurred had theCompany been a stand-alone company during the periods presented. Following the separation from Fang, the Company performs these functionsusing its own resources or purchased services.The following table sets forth cost of revenues, selling and marketing expenses, and general and administrative expenses, allocated from Fang forthe year ended December 31, 2018 and the period between January 1, 2019 and June 11, 2019:For the period betweenFor the Year EndedJanuary 1 andDecember 31, June 11, 2018 2019Cost of revenues 4,622 2,309Selling and marketing expenses 441 305General and administrative expenses 4,856 1,723Total 9,919 4,337Cash Management and TreasuryThe Company funds its operations through cash generated from operating activities. Prior to June 11, 2019, excess cash has historically beenrepatriated to Fang through intercompany advances. Transfers of cash both to and from Fang are included within parent company investment(deficit) on the combined statement of equity (deficit). Fang has issued debt for general corporate purposes but in no case has any such debt beenguaranteed or assumed by the Company or otherwise secured by the assets of the Company. As Fang’s debt and related interest is not directlyattributable to the Company, no such amounts have been allocated to the combined financial statements before the separation.Parent Company DeficitParent company deficit in the combined statement of equity (deficit) represents Fang’s historical investment in the Company, the Company’saccumulated net earnings after income taxes, and the net effect of transactions with and allocations from Fang prior to June 11, 2019. Thecombined statement of equity (deficit) include net cash transfers to and from Fang and the Company. The total net effect of the settlement of thesetransactions is reflected in financing activities in the accompanying combined and consolidated statements of cash flows. Upon the separation,parent company deficit formed the Company’s ordinary shares, treasury shares and capital deficit.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-132.Significant accounting policies (continued)(b) Use of EstimatesThe preparation of the combined and consolidated financial statements in accordance with U.S. GAAP requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates andthe reported amounts of expenses during the reporting periods. Significant items subject to such estimates and assumptions include thecollectability of accounts receivable and amounts due from a related party, estimated stand-alone selling prices of performance obligations, theaccruals for tax uncertainties and allocation of expenses, fair value of the warrants and share-based compensation awards, and the incrementalborrowing rate used in calculating operating lease liabilities. Changes in facts and circumstances may result in revised estimates. Actual resultscould materially differ from those estimates.(c) Foreign CurrencyThe functional currency of the Company and its subsidiaries incorporated at Hong Kong Special Administrative Region (“Hong Kong SAR”),British Virgin Islands (“BVI”) and the United States of America (the “USA”), is United States Dollars (“US$”), whereas the functional currency ofthe Company’s other PRC subsidiaries and the VIEs is Chinese Renminbi (“RMB”). Transactions denominated in currencies other than thefunctional currency are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets andliabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rate at the balance sheet date.The resulting exchange differences are recorded in general and administrative expenses in the combined and consolidated statements ofcomprehensive income (loss).The Company uses RMB as its reporting currency. Assets and liabilities of entities with functional currencies other than RMB are translated intoRMB using the exchange rate on the balance sheet date. Revenues and expenses are translated into RMB at average rates prevailing during thereporting period. The resulting foreign currency translation adjustment are recorded in accumulated other comprehensive income within equity.Since the RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’sBank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreignexchange transactions are the rates of exchange quoted by the PBOC.(d) Cash and Cash EquivalentsCash and cash equivalents represent cash on hand, demand deposits and highly liquid investments placed with banks, which have originalmaturities of three months or less at the date of purchase and are readily convertible to known amounts of cash.Cash and cash equivalents maintained at banks consist of the following:As of December 31, 2019 2020RMB denominated bank deposits with financial institutions in the PRC 182,180 225,323RMB denominated bank deposits with financial institutions in Hong Kong SAR 1,212 1,692US dollar denominated bank deposits with a financial institution in Hong Kong SAR 1,904 2,363HK dollar denominated bank deposits with a financial institution in Hong Kong SAR 264 357USD denominated bank deposits with a financial institution in BVI28,49458USD denominated bank deposits with a financial institution in Cayman Islands—3,437USD denominated bank deposits with a financial institution in the USA—47,105Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-142.Significant accounting policies (continued)(e) Short-term InvestmentsThe Company’s short-term investments represent investments in wealth management products which have the original maturities of less thantwelve months. These wealth management products are managed by financial institutions in the PRC with variable interest rates referenced toperformance of underlying assets.During the years ended December 31, 2018 and 2019, the Company invested RMB1,300,000 and RMB340,000 in financial products managed by afinancial institution in the PRC, which were classified as available-for-sale securities and recorded at fair value. The terms of the financial productsrange between 7 days and 83 days. Unrealized holding gains, net of the related income tax effect, on available-for-sale securities are excluded from earnings and reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. The Company recorded a gain of RMB4,842 and RMB714 on the financial products, which was included in investment income in the combined and consolidated statements of comprehensive income (loss) for the years ended December 31, 2018 and 2019, respectively. For the short-term investments of RMB4,084,440 purchased during the year ended December 31, 2020, the Company elects the fair value option at the date of initial recognition in accordance with ASC 825. Changes in the fair value of these investments in the amount of RMB9,294 for the year ended December 31, 2020 are reflected on the consolidated statement of comprehensive income (loss) as “Investment income”. Fair value is estimated based on quoted prices provided by financial institutions at the end of each reporting period.(f) Property and Equipment, NetProperty and equipment are stated at cost less depreciation and any impairment.Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:Category Estimated Useful LifeElectronic equipment 3 to 5 yearsOffice furniture 5 yearsLeasehold improvement Shorter of the lease term or the estimated useful life of the assetsOrdinary maintenance and repairs are charged to expenses as incurred, while replacements and betterments are capitalized. When items are retiredor otherwise disposed of, income is charged or credited for the difference between net book value of the item disposed and proceeds realizedthereon.(g) Operating LeasesThe Company leases premises for offices under non-cancellable operating leases. There is no capital improvement funding, lease concessions,escalated rent provisions or contingent rent in the lease agreements. The Company has no legal or contractual asset retirement obligations at the endof the lease term.The Company early adopted Accounting Standard Codification (“ASC”) Topic 842 Leases, as of January 1, 2019, using a modified retrospectivemethod for leases that exist at, or are entered into after, January 1, 2019, and has not recast the comparative years presented in the combined andconsolidated financial statements.Prior to the adoption of ASC Topic 842, operating leases were not recognized on the balance sheet of the Company, but payments made underoperating lease are charged to the combined and consolidated statements of comprehensive income (loss) on a straight-line basis over the term ofunderlying lease.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-152.Significant accounting policies (continued)Upon adoption of ASC Topic 842, Right of use (“ROU”) assets and lease liabilities are recognized upon lease commencement for operating leasesbased on the present value of lease payments over the lease term. As the rate implicit in the lease cannot be readily determined, the Company usesits incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. Theincremental borrowing rate was determined based on the rate of interest that the Company would have to borrow an amount equal to the leasepayments on a collateralized basis over a similar term. The incremental borrowing rate is primarily influenced by the risk-free interest rate ofChina, the Company’s credit rating and lease term.The Company has elected not to recognize ROU assets or lease liabilities for leases with an initial term of 12 months or less and recognizes a singlelease cost on a straight-line basis over the remaining lease term for the operating leases.(h) Impairment of Long-lived AssetsLong-lived assets, including property and equipment and right of use assets are evaluated for impairment whenever events or changes incircumstances indicate the carrying value of an asset may not be recoverable. Recoverability of a long-lived asset or asset group to be held and usedis measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to begenerated by the asset or asset group. If the carrying value of an asset or asset group exceeds its estimated undiscounted future cash flows, animpairment loss is recognized by the amount that the carrying value exceeds the estimated fair value of the asset or asset group. Fair value isdetermined through various valuation techniques including discounted cash flow models, quoted market values and third-party independentappraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell, and are nolonger depreciated. No impairment of long-lived assets was recognized for any of the years presented.(i) Revenue RecognitionThe Company derives revenues by (i) providing information and analytics services, including data services and analytics services and (ii) providingmarketplace services, including promotion services and listing services.The Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services tocustomers) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services,excluding amounts collected on behalf of third parties (for example, value-added taxes). For each performance obligation satisfied over time, theCompany recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation. If the Companydoes not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time.The Company’s contracts with customers often include promises to transfer multiple products and services. For these contracts, the Companyaccounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract.Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is alsorequired to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. In instances where SSP is not directlyobservable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information thatmay include market conditions and other observable inputs.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-162.Significant accounting policies (continued)Information and Analytics ServicesData ServicesThe Company derives revenues by providing access and analytics tools, including appraisal and rating, and land modules, based on its proprietarydatabase of commercial real estate information, typically through a fixed monthly fee for its subscription-based services. The Company determinesthat the customer simultaneously receives and consumes benefits provided by the Company’s performance as the Company performs during theterm of the contract and the earning process is straight-line. Revenues from subscription-based services are recognized on a straight-line basis overthe subscription period.Analytics ServicesThe Company derives revenues by providing customized research reports to customers. There are no contractual customer acceptance provisions.Revenues from customized research reports are recognized when the Company delivers the reports to customers, which is when the control overthe report has been transferred to customers.The Company provides data monitoring and survey services over a period of time, generally less than one year. Revenues are recognized on astraight-line basis over the term of the agreement since the customer simultaneously receives and consumes benefits provided by the Company’sperformance as the Company performs during the term of the contract and the earning process is straight-line.Marketplace ServicesPromotion ServicesThe Company offers promotion services, consisting of a number of online and offline themed campaigns, including industry forums, periodicupdates and online promotions to its customers to promote their brands. The promotion services contain a number of defined but not identical orsimilar activities to be performed over the period of one year. These activities are to fulfill the promotion service and are not separate promises inthe contract. The Company determines that each day of the promotion service is distinct because the customer can benefit from each increment ofservice on its own (that is, it is capable of being distinct) and each increment of service is separately identifiable because no day of servicesignificantly modifies or customizes another and no day of service significantly affects either the Company’s ability to fulfill another day of serviceor the benefit to the customer of another day of service. The Company determines that it is providing a series of distinct goods or services becausethe services provided each day are substantially the same, the customer simultaneously receives and consumes the benefits provided by theCompany as the Company performs, and the same measure of progress would be used to measure the Company’s progress toward satisfying itspromise to provide the promotion services. Revenues of promotion services are recognized on a straight-line basis over the period of one year.Listing ServicesListing services comprise of commercial property listing and listing agent services for commercial properties.Commercial listing services entitle customers to post and make changes to information for commercial properties on the website and mobile appsfor a specified period of time, which typically range from one to three months, in exchange for a fixed fee. Revenues are recognized on a straight-line basis over the service period. The Company determines that its performance pattern to be straight-line since the customer simultaneouslyreceives and consumes the benefits provided by the Company as the Company performs during the term of the contract and the earning process isstraight-line.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-172.Significant accounting policies (continued)Prior to January 1, 2020, the Company also acted as an agent on behalf of Fang on listing services for commercial properties. The Companydetermined that it acted as an agent for the listing service because it did not obtain control of the listing service from Fang before the service wastransferred to the customer. Revenues were recognized when Fang and its customers entered into a sales contract and reported on net basis.(j) Contract BalancesThe Company bills its customers based upon contractual schedules, which normally is based on the passage of time. The timing of revenuerecognition, billings and cash collections result in accounts receivable and contract liabilities (i.e. deferred revenue).Accounts receivable are recognized in the period when the Company has transferred products or provided services to its customers and when itsright to consideration is unconditional. Amounts collected on accounts receivable are included in net cash provided by operating activities in thecombined and consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent inits accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into accountcurrent market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and currentpayment patterns. The Company reviews its allowance for doubtful accounts on a customer-by-customer basis. Accounts receivable are charged offagainst the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.Deferred revenue (a contract liability) is recognized when the Company has an obligation to transfer goods or services to a customer for which theCompany has received consideration from the customer, or for which an amount of consideration is due from the customer.(k) Advertising ExpensesAdvertising costs are expensed as incurred and included in selling and marketing expenses in the combined and consolidated statements ofcomprehensive income (loss). For the years ended December 31, 2018, 2019 and 2020, advertising expenses were RMB805, RMB5,270 andRMB9,281, respectively.(l) Research and Development ExpensesResearch and development expenses are expensed as incurred and recorded in general and administrative expenses in the Company’s combined andconsolidated statements of comprehensive income (loss). Research and development expenses were RMB20,761, RMB32,032 and RMB35,846 forthe years ended December 31, 2018, 2019 and 2020, respectively.(m) Employee BenefitsPursuant to relevant PRC regulations, the Company is required to make contributions to various defined contribution plans organized by municipaland provincial PRC governments. The contributions are made for each PRC employee at rates ranging from 25.35% to 43.1% on a standard salarybase as determined by local social security bureau. Contributions to the defined contribution plans are charged to the combined and consolidatedstatements of comprehensive income (loss) when the related service is provided. For the years ended December 31, 2018, 2019 and 2020, the costsof the Company’s obligations to the defined contribution plans amounted to RMB15,006, RMB14,281 and RMB12,064, respectively. TheCompany has no other obligation for the payment of employee benefits associated with these plans beyond the contributions described above.As a result of COVID-19, the PRC government exempted or reduced certain enterprises’ contributions to basic pension insurance, unemploymentinsurance, and work injury insurance (‘‘certain social insurance’’). The Company’s PRC subsidiaries and VIEs were exempted from contributionsto certain social insurance between February 2020 and December 2020. The exemption was recognized as a reduction of cost of revenues andoperating expenses in the amount of RMB5,396 for the year ended December 31, 2020.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-182.Significant accounting policies (continued)(n) Government GrantsGovernment grant is recognized when there is reasonable assurance that the Company will comply with the conditions attach to it and the grant willbe received. Government grant for the purpose of giving immediate financial support to the Company with no future related costs or obligation isrecognized in the Company’s combined and consolidated statements of comprehensive income (loss) when the grant becomes receivable. Thegovernment grants with certain operating conditions are recorded as liabilities when received and will be recorded as government grant when theconditions are met. RMB1,395, RMB903 and RMB5,997 of government grants were recognized for the years ended December 31, 2018, 2019 and2020, respectively.(o) Income TaxesIncome taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized based on the futuretax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and theirrespective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured usingenacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the combined and consolidatedstatements of comprehensive income (loss) in the period the change in tax rates or tax laws is enacted. Deferred tax assets and liabilities are offsetif there is a legally enforceable right to offset deferred tax liabilities and assets, and they relate to income taxes levied by the same tax authority onthe same taxable entity, or on different tax entities, but they intend to settle deferred tax liabilities and assets on a net basis or their deferred taxassets and liabilities will be realized simultaneously.The Company reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at eachreporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequencyand severity of current and cumulative losses, forecasts of futures profitability, the duration of statutory carryforward periods, the Company’sexperience with operating loss and tax credit carryforwards, if any, not expiring.The Company recognizes in its financial statements the impact of a tax position if that position is “more-likely-than-not” to prevail based on thefacts and technical merits of the position. Tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largestamount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties recognized related toan unrecognized tax benefits are classified as income tax expense in the combined and consolidated statements of comprehensive income (loss).(p) Share Based CompensationAll grants of share-based awards to employees classified as equity awards are recognized in the financial statements based on their grant date fairvalues.The Company recognizes compensation cost for an equity classified award with only service conditions that has a graded vesting schedule on astraight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized atany date at least equals the portion of the grant date fair value of such award that is vested at that date. For equity awards that contain both a servicecondition and a performance condition, the Company recognizes compensation cost on a tranche-by-tranche basis. To the extent the requiredvesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to thoseawards is reversed.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-192.Significant accounting policies (continued)(q) Treasury SharesTreasury shares is accounted for under the cost method. These shares have no voting rights and are not entitled to receive dividends and areexcluded from the weighted average outstanding shares in calculation of earnings per share.(r) Statutory ReservesIn accordance with the laws applicable to China’s Foreign Investment Enterprises, the Company’s PRC subsidiaries registered as WFOEs have tomake appropriations from its after-tax profit (as determined under the Accounting Standards for Business Enterprises as promulgated by theMinistry of Finance of PRC (“PRC GAAP”)) to a general reserve fund. The appropriation to the general reserve fund must be at least 10% of theafter-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of theregistered capital of the company.In addition, in accordance with the Company Laws of the PRC, the Company’s PRC subsidiaries and the VIEs registered as PRC domesticcompanies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including astatutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profitsas determined under the PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the company.Appropriation to the discretionary surplus fund is made at the discretion of the company.The use of the statutory reserves is restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are notallowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.The accumulated balance of the statutory reserves as of December 31, 2019 and 2020 were RMB2,765 and RMB2,765, respectively.(s) ContingenciesIn the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, thatcover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrualfor a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If apotential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of thecontingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.(t) Segment ReportingThe Company uses the management approach in determining its operating segments. The management approach considers the internal reportingused by the Company’s chief operating decision maker for making decisions about the allocation of resources to and the assessment of theperformance of the segments of the Company. Management has determined that the Company has one operating segment, which is the real estateinformation, analytics and marketplace services segment. Substantially all of the Company’s operations and customers are located in the PRC.Consequently, no geographic information is presented.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-202.Significant accounting policies (continued)(u) Fair Value MeasurementsThe Company applies ASC Topic 820, Fair Value measurements and Disclosures , for fair value measurements financial assets and financialliabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on arecurring and nonrecurring basis. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liabilityin an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets andliabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it wouldtransact and it considers assumptions that market participants would use when pricing the asset or liability. ASC Topic 820 also establishes aframework for measuring fair value and expands disclosures about fair value measurements.ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use ofunobservable inputs when measuring fair value. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value.The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) andthe lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchyare as follows:●Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to accessat the measurement date.●Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly orindirectly.●Level 3 inputs are unobservable inputs for the asset or liability.The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significantto the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurementdate, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing theasset or liability. Those judgments are developed by management based on the best information available in the circumstances.Fair Value of Financial InstrumentsFinancial assets and liabilities of the Company primarily consist of cash and cash equivalents, short-term investments, accounts receivable, otherreceivables included in prepaid expenses and other current assets, amounts due from related parties–current, accounts payable, amounts due to arelated party, income taxes payable, accrued expenses and other liabilities, long-term lease liabilities and warrants in other non-current liabilities.The carrying amounts of cash and cash equivalents, accounts receivable, other receivables included in prepaid expenses and other current assets,amounts due from related parties-current, accounts payable, income taxes payable and accrued expenses and other liabilities as of December 31,2019 and 2020, approximate their fair values due to short maturity.The carrying amount of long-term lease liabilities approximates fair value as the related interest rates approximate rates currently offered byfinancial institutions for similar debt instruments of comparable maturities.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-212.Significant accounting policies (continued)Recurring Fair Value MeasurementsShort-term investments include financial products issued by a financial institution, which are valued based on prices per units quoted by thefinancial institution. They are categorized in Level 2 of the fair value hierarchy.Short-term investments consisted of the following: As of December 31,20192020Aggregate cost basis 125,000 391,360Gross unrealized holding gain — 311Aggregate fair value 125,000 391,671The tables below reflect the reconciliation from the opening balance to the closing balance for recurring fair value measurements of the fair valuehierarchy for the years ended December 31, 2018, 2019 and 2020: For the Year Ended December 31, 2018 January 1,Included in December 31, 2018 Purchase Sell earnings 2018Assets Short-term investments—1,300,0001,304,8424,842—Total—1,300,0001,304,8424,842— For the Year Ended December 31, 2019 January 1,Included in December 31, 2019 Purchase Sell earnings 2019Assets Short-term investments—340,000215,714714125,000Total—340,000215,714714125,000 For the Year Ended December 31, 2020 January 1,Included in December 31, 2020 Purchase Sell earnings 2020Assets Short-term investments125,0004,084,4403,827,0639,294391,671Total125,0004,084,4403,827,0639,294391,671The Company classifies the warrants within Level 3 in the fair value hierarchy because it utilizes unobservable inputs to determine their fair valueon a recurring basis. See Note 6.The Company’s non-financial assets, such as property and equipment and right of use assets, would be measured at fair value only if they weredetermined to be impaired.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-222.Significant accounting policies (continued)(v) Earnings (Loss) Per ShareBasic earnings (loss) per share is computed by dividing net income (loss) attributable to holders of ordinary shares by the weighted average numberof ordinary shares and ordinary share equivalents outstanding during the period using the two-class method. Vested restricted shares are included inthe calculation of the weighted-average number of ordinary shares as ordinary share equivalents. Under the two-class method, any net income isallocated between ordinary shares and other participating securities based on their participating rights. A net loss is not allocated to participatingsecurities when the participating securities does not have contractual obligation to share losses.Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders by the weighted average numberof ordinary shares used in calculating basic net earnings per ordinary share and dilutive ordinary equivalent shares outstanding during the period.Dilutive ordinary equivalent shares consist of ordinary shares issuable upon the exercise of outstanding share options, unvested restricted sharesand warrants (using the treasury stock method). Ordinary equivalent shares are calculated based on the most advantageous conversion rate orexercise price from the standpoint of the security holder. Ordinary equivalent shares are not included in the denominator of the diluted earnings pershare calculation when inclusion of such shares would be anti-dilutive.(w) Recently Issued Accounting StandardsIn June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on FinancialInstruments. ASU 2016-13 was further amended in November 2019 by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326),Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, Financial Instruments — Credit Losses is effective forpublic companies for annual reporting periods, and interim periods within those years beginning after December 15, 2019. For all other entities, itis effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As the Company is an“emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, ASU2016-13 will be applied for the fiscal year ending December 31, 2023. The Company is currently evaluating the impact of adopting this standard onits combined and consolidated financial statements.In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the DisclosureRequirements for Fair Value Measurement. ASU 2018-13 eliminates, adds and modifies certain disclosure requirements for fair valuemeasurements. The amendments applicable to the disclosures of changes in unrealized gains and losses, the range and weighted average ofsignificant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty shouldbe applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. This ASU is effective for allentities for fiscal years beginning after December 15, 2019, including interim periods therein. All other amendments should be appliedretrospectively to all periods presented upon their effective date. Early adoption is permitted, and an entity is also permitted to early adopt anyremoved or modified disclosures and delay adoption of the additional disclosures until their effective date. The Company adopted this guidanceeffective on January 1, 2020. The adoption of this new accounting standard did not have a significant impact on the Company’s combined andconsolidated financial statements.3.ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTSAccounts receivable, net of allowance for doubtful accounts were summarized as follows:As of December 31, 2019 2020Accounts receivable 29,085 46,898Allowance for doubtful accounts (4,842) (17,218)Accounts receivable, net of allowance for doubtful accounts 24,243 29,680Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-23As of December 31, 2019 and 2020, the Company does not have any off-balance-sheet credit exposure related to its customers.3.ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (continued)The movement of the allowance for doubtful accounts for the years ended as of December 31, 2018, 2019 and 2020 were as follows:For the Year Ended December 31, 2018 20192020Balance as of the beginning of the year — —4,842Additions charged to bad debt expense — 4,84212,376Balance as of the end of the year — 4,84217,2184.RIGHT OF USE ASSETSThe Company leases offices from Fang and third parties. The Company has elected not to recognize ROU assets or lease liabilities for leases withan initial term of 12 months or less.The Company entered a lease framework agreement (the Agreement) with Fang, pursuant to which the Company leases offices from Fang’swholly-owned subsidiaries at annual rental fee of RMB7,621. The Agreement is effective from January 1, 2018 with initial lease term of 10 years.The Company adopted ASC Topic 842 on January 1, 2019, using a modified retrospective method for the lease. ROU assets and lease liabilities arerecognized for the operating leases under the Agreement based on the present value of lease payments over the remaining lease term of 9 years asof January 1, 2019. As the rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate of 4.83% indetermining the imputed interest and present value of lease payments.The ROU assets and the amortization were summarized as follows: As of December 31,20192020Right of use assets 54,579 54,579Less: Accumulated amortization (4,984) (10,210)Right of use assets 49,595 44,369Cash paid for amounts included in the measurement of operating lease liabilities was RMB17,567 and RMB12,647 for the years ended December31, 2019 and 2020, respectively.Rental expense was allocated to the following expense items: For the year ended December 31, 20192020Cost of revenues 2,1081,481General and administrative expenses 1,8021,588Selling and marketing expenses 3,7114,552Total rental expenses 7,6217,621Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-244.RIGHT OF USE ASSETS (continued)Maturities of the lease liabilities as of December 31, 2020 were as follows:Years Ended December 31, RMB’0002021 —2022 —2023 5,9212024 7,6212025 7,621Thereafter 15,242Total undiscounted lease payments 36,405Less: Imputed interest (8,978)Present value of lease liabilities balance 27,427Amounts due within 12 months —Long-term lease liabilities 27,427Amounts of lease liabilities due within 2021 and 2022 were nil, as the Company prepaid RMB16,942 to Fang for rental expenses as of December31, 2020, respectively.5.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIESAs ofDecember 31, 2019 2020Guarantee liability14—547,069Accrued payroll and employee benefits 61,190 63,032Others 23,060 27,592Total 84,250 637,693Others mainly include value added tax and other tax payables.6.OTHER NON-CURRENT LIABILITIESAs of December 31, Note 2019 2020Unrecognized tax benefits 8 38,383 55,943Deferred income tax liabilities8—62,044Warrants 1,374 —Total 39,757 117,987Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-256.OTHER NON-CURRENT LIABILITIES (continued)Fang issued convertible notes to certain institutional investors in 2015, and an aggregate amount of US$250 million of such convertible notesremained outstanding as of June 11, 2019. These convertible notes bear an interest rate of 1.5% per annum until due in 2022. The holders have theright, from time to time, to convert all or any portion of the convertible notes into Fang’s Class A ordinary shares at an initial conversion rate of27.9086 Fang’s Class A ordinary shares per US$1,000 principal amount, subject to adjustment under the terms of the convertible notes. Inconnection with the separation and distribution, the Company agreed to issue a warrant to each of the holders of such convertible notes, whichentitled them to purchase for nominal consideration such number of CIH’s Class A ordinary shares as calculated based on the number of FangClass A ordinary shares upon the assumed conversion of the convertible notes immediately prior to or on the record date if and only if such holderssubsequently decide to convert the convertible notes. The holders will be able to purchase up to 6,977,150 Class A ordinary shares in the aggregatebased on the initial conversion rate into Fang’s Class A ordinary shares and a one-for-one distribution rate into CIH’s Class A ordinary shares.In the event that holders subsequently decide not to convert the convertible notes, and instead, demand payment of principal and accrued interestupon maturity of the convertible notes, the warrant will be canceled and the right to purchase CIH’s Class A ordinary shares will be forfeited.On October 28 and December 31, 2019, Fang repurchased portion of the convertible notes from certain holders in an amount of US$55 million andUS$28 million, respectively. The relative warrants were cancelled and the right to purchase the CIH’s Class A ordinary shares was forfeited,correspondingly.The following is a summary of the outstanding and exercisable warrants balance: For the year ended December 31,Number of Warrants20192020Outstanding as of the beginning of the year —4,662,411Issuance 6,977,150—Cancelled (2,314,739)—Outstanding as of the end of the year 4,662,4114,662,411The fair values of the warrants were remeasured at the end of each reporting period using the binomial option pricing model with the followingassumptions: As of December 31,2019 2020Expected volatility 42%48%Expected dividends yield nil nilExpected term (in years) 2.73 ~2.84 years 1.73 ~1.84 yearsRisk-free interest rate per annum 1.6%0.12%~0.13%Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-266.OTHER NON-CURRENT LIABILITIES (continued)The risk-free interest rate was based on the U.S. Treasury rate for the expected remaining life of the warrants. The expected volatility was estimatedbased on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Company’s warrants.Expected dividend yield is zero as the Company does not anticipate any dividend payments in the foreseeable future. Expected term is the expectedterm to exercise the warrants.The movement of the warrants is as follows: For the Year Ended December 31,2019 2020Balance as of the beginning of the year —1,374Issuance 207—Change in fair value 1,152(1,359)Foreign currency translation adjustment 15(15)Balance as of the end of the year 1,374—7.REVENUESRevenues consist of the following:For the Year Ended December 31, 2018 2019 2020Information and analytics services Data services 125,147 138,643 166,264Analytics services 81,054 129,905 137,088Subtotal 206,201 268,548 303,352Marketplace services Promotion services 189,718 244,154 301,962Listing services 25,105 66,948 30,596Subtotal 214,823 311,102 332,558Total 421,024 579,650 635,910Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-277.REVENUES (continued)The Company adopted ASC Topic 606 as of January 1, 2018. The adoption of new revenue standard did not impact retained earnings as of January1, 2018. The Company’s revenues are presented net of value-added tax collected on behalf of governments starting from January 1, 2018. TheCompany has elected to adopt the practical expedient for incremental costs to obtain a contract with a customer, i.e. sales commissions, withamortization periods of one year or less to be recorded in selling and marketing expenses when incurred.Changes in the Company’s deferred revenue for the years ended December 31, 2018, 2019 and 2020 were presented in the following table:For the Year Ended December 31, 20182019 2020Deferred revenue as of the beginning of the year 137,860 143,254203,531Cash received in advance, net of VAT 423,354544,140579,623Revenue recognized from opening balance of deferred revenue (127,630)(142,697)(198,722)Revenue recognized from deferred revenue arising during current year (282,087)(341,166)(360,291)Reclassification of VAT payable as of January 1, 2018 as a result of adoption of ASC Topic 606 (8,243)——Deferred revenue as of the end of the year 143,254203,531224,141The Company has elected the practical expedient not to disclose the information about remaining performance obligations which are part ofcontracts that have an original expected duration of one year or less.8.TAXATIONCayman IslandsUnder the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. In addition, upon payments ofdividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.BVIUnder the current laws of the BVI, the Company’s subsidiaries incorporated in the BVI is not subject to tax on income or capital gains. In addition,upon payments of dividends by the entity to their shareholders, no BVI withholding tax will be imposed.Hong Kong SARUnder the Hong Kong tax laws, subsidiaries in Hong Kong are subject to the Hong Kong profits tax rate at 16.5% and they are exempted fromincome tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. A two-tiered profits taxrates regime was introduced in 2018 where the first HK$2 million of assessable profits earned by a company will be taxed at half of the current taxrate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have tonominate only one company in the group to benefit from the progressive rates. The Company did not make any provisions for Hong Kong profittax as there were no assessable profits derived from or earned in Hong Kong for any of the periods presented.USAThe Company’s subsidiaries incorporated in the USA are subject to profits tax at 21% statutory tax rate with respect to the profit generated fromthe USA.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-288.TAXATION (continued)ChinaIn March 2007, a new enterprise income tax law (the “New EIT Law”) in the PRC was enacted which became effective on January 1, 2008. TheNew EIT Law applies a unified 25% enterprise income tax (“EIT”) rate to both foreign invested enterprises and domestic enterprises, unless apreferential EIT rate is otherwise stipulated. On April 14, 2008, relevant governmental regulatory authorities released further qualification criteria,application procedures and assessment processes for meeting the High and New Technology Enterprise (“HNTE”) status under the New EIT Lawwhich would entitle qualified and approved entities to a favorable EIT tax rate of 15%. In April 2009, the State Administration for Taxation(“SAT”) issued Circular Guoshuihan [2009] No. 203 (“Circular 203”) stipulating that entities which qualified for the HNTE status should applywith in-charge tax authorities to enjoy the reduced EIT rate of 15% provided under the New EIT Law starting from the year when the new HNTEcertificate becomes effective. The HNTE certificate is effective for a period of three years and can be renewed for another three years.Subsequently, an entity needs to re-apply for the HNTE status in order to be able to enjoy the preferential tax rate of 15%.Income tax returns of PRC subsidiaries and the VIEs are filed on an individual entity basis. The Company has calculated its income tax provisionusing the separate return method in the combined and consolidated financial statements.Beijing Zhong Zhi Shi Zheng and Beijing Zhong Zhi Xun Bo Data Information Technology Co., Ltd., two of the Company’s PRC subsidiaries,renewed and obtained the HNTE certificate, respectively, in October 2018, hence were entitled to the preferential income tax rate of 15% forthe years between December 31, 2018 to December 31, 2020.Xinjiang Zhong Zhi, one of the Company’s PRC subsidiaries, was entitled to a tax holiday for five years starting from 2017, because it wasestablished in the Xinjiang Huoerguosi Economic and Technological Development Zone.Xinjiang Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. and Xinjiang Zhong Zhi Shi Zheng Big Data Co., Ltd, two of theCompany’s PRC subsidiaries, were entitled to a tax holiday for five years starting from 2020, because they were established in the XinjiangHuoerguosi Economic and Technological Development Zone.The PRC tax laws and its implementation rules impose a withholding income tax at 10%, unless reduced by a tax treaty or arrangement, on theamount of dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC that are related to earningsaccumulated beginning on January 1, 2008. As of December 31, 2020, the Company has accrued withholding income tax of RMB62,000 onundistributed earnings of RMB620,000 generated by the Company’s PRC subsidiaries. As of December 31, 2020, the Company has not providedfor income taxes on earnings of RMB336,470 generated by the Company’s PRC subsidiaries, as the Company plans to reinvest these earningsindefinitely in the PRC. The unrecognized deferred income tax liability related to these earnings was RMB33,647.The PRC tax authorities have up to five years to conduct examinations of the Company’s tax filings. Accordingly, the PRC subsidiaries’ tax years2016 through 2020 remain open to examination by the respective taxing jurisdictions.The components of income (loss) before income taxes are as follows:For the Year Ended December 31, 2018 2019 2020PRC, excluding Hong Kong SAR 194,154291,928335,102Hong Kong SAR 1,314 (427) (515)Cayman Islands—(1,354)(543,135)BVI — 41 (640)USA——286Total income (loss) before income taxes 195,468 290,188 (208,902)Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-298.TAXATION (continued)The Company’s income tax expense recognized in the combined and consolidated statements of comprehensive income (loss) consists of thefollowing:For the Year Ended December 31, 2018 2019 2020Current income tax expense - PRC, excluding Hong Kong SAR 29,719 44,737 48,938Current income tax expense - Hong Kong SAR 329 — —Deferred income tax expense - PRC, excluding Hong Kong SAR — — 60,516Total income tax expense 30,048 44,737 109,454Reconciliation of the differences between PRC statutory income tax rate and the Group’s effective income tax rate for each of the years endedDecember 31, 2018, 2019 and 2020 are as follows:For the Year Ended December 31, 2018 2019 2020 PRC statutory income tax rate 25.0% 25.0% (25.0)%Increase (decrease) in effective income tax rate resulting from: Research and development bonus deduction (1.7)% (3.3)% (5.9)%Non-deductible selling, general and administrative expenses 1.6% 1.4% 1.6%Effect of tax rate differential for non-PRC entities—0.1% 65.1%Effect of preferential tax rates(9.5)% (9.2)% (14.7)% Effect of withholding tax for undistributed earnings from PRC subsidiaries——29.7% Change in valuation allowance—0.1%0.3% Interest and penalties on unrecognized tax benefits —1.3%1.3% Actual income tax rate 15.4% 15.4% 52.4%The principal components of deferred income tax assets and liabilities are as follows: As of December 31, 20192020RMBRMBDeferred income tax assets Net operating loss carry forwards 273729Allowance for doubtful account—1,530Long-term lease liabilities5,6524,114Total deferred income tax assets, gross5,9256,373Less: Valuation allowance(273)(729)Total deferred income tax assets, net5,6525,644Deferred income tax liabilitiesShort-term investments—46Right of use assets5,6524,114Withholding income tax on distributable profits of the PRC subsidiaries—62,000Total deferred income tax liabilities, gross5,65266,160Net deferred income tax assets (included in other noncurrent assets)—1,528Net deferred income tax liabilities (included in other noncurrent liabilities)—62,044Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-308.TAXATION (continued)The movements of the valuation allowance were as follows:For the Year Ended December 31, 2018 2019 2020Balance as of the beginning of the year (24)(78)(273)Additions of valuation allowance (54)(195)(456)Balance as of the end of the year (78)(273)(729)The valuation allowance as of December 31, 2019 and 2020 were primarily provided for the deferred income tax assets of certain Company’s PRCsubsidiaries and the VIEs, which were at cumulative loss positions. In assessing the realization of deferred income tax assets, managementconsiders whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realizationof deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differencesbecome deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. Asof December 31, 2020, the Company had net operating loss from certain of its PRC subsidiaries and the VIEs of RMB2,918, which can be carriedforward to offset future taxable profit. The net operating loss of RMB134, RMB705, and RMB2,079 will expire by 2024, 2025, 2026, if unused.A reconciliation of the beginning and ending amount of total unrecognized tax benefits, exclusive of related interest and penalties, for the yearsended December 31, 2018, 2019 and 2020 were as follows:For the Year EndedDecember 31, 2018 2019 2020Balance as of the beginning of the year — 15,496 34,710Increase relating to prior year tax positions — 6,051 —Increase related to current year tax positions 15,484 14,392 21,966Settlement—(1,235)(7,100)Foreign currency translation adjustment 12 6 (23)Balance as of the end of the year 15,496 34,710 49,553As of December 31, 2019 and 2020, the Company had recorded 1) RMB34,710 and RMB49,553 as an accrual for unrecognized tax benefits, and 2)RMB3,673 and RMB6,390 as related interest and penalties, respectively, which are included in other non-current liabilities. The unrecognized taxbenefits represent the estimated tax expenses the Company would be required to pay, should the deductible expenses for tax purpose recognized inaccordance with tax laws and regulations. The unrecognized tax benefits would impact the effective tax rate if recognized. The Company iscurrently unable to provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably possible to change significantlywithin the next twelve months.For the years ended December 31, 2018, 2019 and 2020, the Company recognized nil, RMB3,673 and RMB2,717 in income tax expenses forinterest and penalties related to unrecognized tax benefits, respectively.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-319.RELATED PARTY TRANSACTIONSFor the years ended December 31, 2018, 2019 and 2020, significant related party transactions were as follows:For the Year EndedDecember 31, Note 2018 2019 2020Listing service revenue from Fang9 (1)4,54326,382—Analytics services revenue9 (2)— 17,296 11,006Costs and expenses allocated from Fang, excluding the share-based compensation costsand expenses related to Fang’s share-based awards2 (a)9,919 4,337 —Rent expenses47,621 7,621 7,621IT service fee9 (3)—5,2147,500Software license fee9 (4)—278500Repayment of cash advance from related parties9 (6)3,815——Share-based compensation expenses related to Fang’s share-based awards9 (7)6,8083,894—Disposal of subsidiaries to Fang9(8)——4,325Advance to a noncontrolling interest holder9 (9)——3,090Amounts due from related parties - current were as follows:As ofDecember 31, Note 2019 2020Prepayments to and amounts due from related parties Beihai Long Island Hotel Co., Ltd9 (2)1,500 —Beijing CheTianXia Information Co., Ltd.9 (2)3,320 —China Enterprise Evaluation Association9 (9)—3,090Total4,8203,090Amounts due from a related party - noncurrent was as follows:As of December 31, Note 2019 2020Amounts due from Fang - noncurrentGross amount 14 — 547,069Allowance for doubtful accounts 14 — (547,069)Total — —Amounts due to a related party was as follows:As ofDecember 31, Note 2019 2020Amounts due to a related party Fang9 (5)7,734156Total 7,734156(1)The Company acted as an agent on behalf of Fang on listing services for commercial properties. The Company recorded the revenues on netbasis when Fang and its customers enter into a sales contract. On January 1, 2020, the Company and Fang agreed to terminate the cooperationagreement.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-329.RELATED PARTY TRANSACTIONS (continued)(2)Beijing CheTianXia Information Co., Ltd. (“CheTianXia”), Guangxi Pukai Xingye Hotel Investment Co., Ltd (“Guangxi Pukai”) and BeihaiLong Island Hotel Co, Ltd. (“Beihai Long Island”) are companies under the control of Mr. Vincent Tianquan Mo, the Company’s chairman ofthe board of directors and the controlling shareholder.On August 26, 2019, the Company entered into a contract with CheTianXia and Guangxi Pukai, pursuant to which the Company was engagedin providing analytics services for the sale of land use right assets and the total contract consideration was RMB20,000, over a period ofshorter of (1) eighteen months effective from January 1, 2019 or (2) upon completion of the sales of the assets.On August 26, 2019, the Company entered into a contract with Beihai Long Island, pursuant to which the Company was engaged in providinganalytics services for the sales of properties and the total contract consideration was RMB10,000, over a period of shorter of (1) twelve months effective from July 1, 2019 or (2) upon completion of the sales of the properties. The transactions were approved by the Company’s Board of Director on August 22, 2019. The Company recognized revenue of analyticsservices on a cumulative catch-up basis since the effective dates of the contracts and both of the contracts matured on June 30, 2020. TheCompany recognized analytics services revenue from these three related parties of RMB17,296 and RMB11,006 for the years ended December31, 2019 and 2020, respectively.(3)The Company continued to utilize Fang’s server and other IT services after the separation and incurred IT service fee of RMB5,214 andRMB7,500 during the period from June 11, 2019 to December 31, 2019 and the year ended December 31, 2020, respectively. The Companypaid RMB7,500 and RMB7,950 to Fang for the IT service in 2019 and 2020, respectively. The balances of RMB2,286 and RMB1,836represented the IT service fee prepaid to Fang as of December 31, 2019 and 2020, respectively, which were offset with an equivalent amountdue to Fang according to the agreement described in Note 9 (5).(4)The Company entered into a software license agreement with Fang, pursuant to which, Fang agrees to license the right of using certain of theirsoftware at annual royalty fee of RMB500. The term of the software license agreement is 10 years. The agreement is effective from June 11,2019. RMB278 and RMB500 of software license fee incurred during the period from June 11, 2019 to December 31, 2019 and the year endedDecember 31, 2020, respectively. The Company did not settle the expense in cash in 2019 and made the payment of RMB500 in 2020. Thebalances of RMB278 represented the software license fee payable to Fang as of December 31, 2019 and 2020, which were offset with anequivalent amount due from Fang according to the agreement described in Note 9 (5).(5)After the completion of the separation, there were certain cash collections and cash payments on behalf of each other between the Companyand Fang from June 11, 2019 to December 31, 2020. In November 2019, the Company entered into an agreement with Fang to settle all suchbalances with Fang on a quarterly basis in net amounts. The balances of RMB7,734 and RMB156 as of December 31 ,2019 and 2020represented the net amount due to Fang, after offsetting with an equivalent amount due from and prepayments to Fang of RMB56,850 andRMB84,831 as of December 31 ,2019 and 2020, respectively.(6)The amounts due to Beijing Heng Xin Jia Hua Investment Consulting Limited and Beijing Jin Hua Ming Advertising Limited as of December31, 2017, both of which were jointly controlled by Mr. Vincent Tianquan Mo, and a third-party individual, represent cash advances theCompany received from the respective companies. The Company settled the balances of RMB3,815 with these two companies in cash inJanuary 2018.(7)Prior to the separation, certain of the Company’s employees participated in Fang’s various stock related award incentive plans. Share-basedcompensation expenses related to Fang’s share-based awards allocated from Fang were RMB6,808 and RMB3,894 for the year endedDecember 31, 2018 and during the period from January 1, 2019 to June 11, 2019, respectively. See Note 10 in details.(8)The Company disposed of two of its subsidiaries in Chengdu to Fang in April 2020 at a consideration of RMB4,325, which was the carryingamount of the net assets of the subsidiaries as of the disposal date. The Company collected RMB4,325 in cash in October 2020.(9)The amount due from China Enterprise Evaluation Association as of December 31, 2020, which was one of the noncontrolling interest holdersof Shouzheng, represents cash advances provided by the Company. The Company collected the balance from China Enterprise EvaluationAssociation in cash in March 2021.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3310.SHARE-BASED COMPENSATIONPrior to the separation, certain of the Company’s employees participated in Fang’s 2010 Stock Related Award Incentive Plan (the “2010 Plan”) and2015 Stock Related Award Incentive Plan (the “2015 Plan”), which provided employees with certain share-based awards as described below.Accordingly, certain costs related to the Plan have been allocated to the Company and are reflected in cost of revenues and operating expenses inthe combined and consolidated statements of comprehensive income (loss).Fang’s Stock related award incentive plan of 2010On August 4, 2010, Fang’s board of directors and shareholders approved the 2010 Plan pursuant to which Fang may issue up to 10% of the totalnumber of ordinary shares, including ordinary shares issuable upon conversion of any preferred shares to its employees. The awards are typicallysubject to a four-year service vesting condition and performance conditions with a contractual life of ten years.Fang’s Stock related award incentive plan of 2015On June 4, 2015, Fang’s board of directors and shareholders approved the 2015 Plan pursuant to which Fang may issue up to 1.5% of the totalnumber of ordinary shares, including ordinary shares issuable upon conversion of any preferred shares to its directors and employees. The awardsare typically subject to a four-year service vesting condition and multiple performance conditions with a contractual life of ten years.On June 7, 2019, Fang’s board of directors approved the grant of options to certain officers and employees of the Company to purchase 268,500ordinary shares of Fang with the exercise price of US$5.85 per share. These options vest over a period of 4 years. The options have a contractual term of 10 years.In order to protect Fang’s equity awards holders from changes in the awards’ value following the separation, the Company issued the equivalentnumber of CIH’s equity awards to the holders of Fang’s equity awards (including both the Company and Fang’s employees) with substantially thesame remaining vesting terms and conditions as applied to Fang’s equity awards to make them whole under the separation. These CIH equityawards have a nominal exercise price and may be exercisable if and to the extent that the corresponding Fang’s equity awards are exercised. Themodified equity awards have the same terms and conditions as the awards held immediately before the separation.CIH’s 2019 Equity Incentive Plan (CIH 2019 Plan)On May 2, 2019, CIH’s board of directors and shareholders approved the CIH 2019 Plan pursuant to which CIH may issue up to (i) 5% of the totalnumber of CIH’s outstanding ordinary shares as of the completion of its separation from Fang, plus (ii) the number of CIH’s ordinary shares thatmay be issued upon exercise of the awards to be granted with respect to the share options issued prior to the completion of the separation anddistribution in connection with the Company to holders of Fang’s equity awards to make them whole under the separation. The awards are typicallysubject to a four-year service vesting condition and multiple performance conditions with a contractual life of ten years.On April 1, 2020, CIH’s board of directors approved the grant of options to certain officers and employees of the Company to purchase 4,785,365ordinary shares of CIH with the exercise price of US$1.35 per share. These options vest over a period of 4 years, with a contractual term of 10 years.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3410.SHARE-BASED COMPENSATION (continued)Share optionsA summary of Fang’s share options activities held by the Company’s employees for the year ended December 31, 2020 was as follows:WeightedWeightedAverageNumber ofAverageRemainingAggregateShareExercise PriceContractualIntrinsic Options US$ Years Value US$Outstanding as of January 1, 2020 590,353 13.03 7.19 —Forfeited (16,010) 10.56 — —Expired (73,215) 16.39 — —Outstanding as of December 31, 2020501,12812.626.69—Vested and expected to vest as of December 31, 2020 (a) 405,259 14.13 6.29 —Exercisable as of December 31, 2020 309,390 16.57 5.64 —(a)Vested and expected to vest as of December 31, 2020 represents fully vested Fang’s share options and unvested Fang’s share options held bythe Company’s employees, for which the requisite service period has not been rendered but that are expected to vest based on the achievementof a performance condition as of December 31, 2020.The aggregate intrinsic value was nil as of December 31, 2020, because the exercise price is in excess of the fair value of Fang’s ordinary share asof December 31, 2020.The fair values of the share options granted by Fang to the Company’s employees for the year ended December 31, 2018, and during the periodfrom January 1, 2019 to June 11, 2019 are as follows: For the period between January 1Year Ended December 31,and June 11,20182019US$US$Weighted average grant date fair value of option per share — 2.88Aggregate grant date fair value of options — 773,280Total intrinsic value of Fang’s share options exercised by the Company’s employees for the years ended December 31, 2018, 2019 and 2020 wasUS$676,680 (equivalent to RMB4,476), nil and nil, respectively.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3510.SHARE-BASED COMPENSATION (continued)A summary of CIH’s share options activity held by both the Company’s employees and Fang’s employees for the year ended December 31, 2020was as follows: Weighted WeightedAverage Number ofAverageRemaining AggregateShareExercise PriceContractual IntrinsicOptionsUS$YearsValue US$Outstanding as of January 1, 2020 7,227,971 0.001 4.9726,302,586Granted4,785,3651.35——Forfeited(408,825)0.88——Expired(386,965)0.001——Outstanding as of December 31, 2020 11,217,546 0.54 6.9915,993,085Vested and expected to vest as of December 31, 2020 (a) 8,462,425 0.36 6.3113,615,383Exercisable as of December 31, 2020 5,707,303 0.001 4.9811,237,680(a)Vested and expected to vest as of December 31, 2020 represents fully vested CIH’s share options and unvested CIH’s share options held by theCompany’s and Fang’s employees, for which the requisite service period has not been rendered but that are expected to vest based on theachievement of a performance condition as of December 31, 2020.The aggregate intrinsic value in the table above represents the difference between the fair value of CIH’s ordinary share as of December 31, 2020and the exercise price of CIH’s share options, which may be exercisable if and to the extent that the corresponding Fang’s share options areexercised.The weighted average grant date fair value and aggregate grant date fair value of the share options granted by CIH to the Company’s employees forthe year ended December 31, 2020 was US$0.49 per share and US$2,359,450.As of December 31, 2020, there was RMB13,172 of unrecognized share-based compensation cost related to CIH and Fang’s share options held bythe Company’s employees that are expected to be recognized over a weighted-average vesting period of 3.10 years.Fang and the Company estimated the fair value of share options granted to the Company’s employees as of the date of grant, using the binomialoption pricing model with the following assumptions:For the period betweenFor the period between January 1 and June 11, June 11 and December 31, For the year ended December 31, 201920192020Expected volatility45%38.7%~45.4%32%Expected dividends yieldnilnilnilExpected term10 years0.55~9.99 years10 yearsRisk-free interest rate per annum2.08%1.9%~2.2%0.6%Exercise multiple2.2-2.82.2~2.82.2~2.8The volatility assumption was estimated based on the historical volatility of Fang and comparable companies in the same business, with a timehorizon close to the expected term of the CIH and Fang’s share options. The dividend yield of nil was based on estimated dividend distribution forthe share options granted in the foreseeable future. The expected term was remaining contract life of the share options. The risk-free rate wasestimated based on the market yield of US Treasury Bonds and Notes with maturity terms equal to the expected term of the share options. Theexpected exercise multiple was estimated as the average ratio of the share price to the exercise price of when employees would decide tovoluntarily exercise their vested options.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3610.SHARE-BASED COMPENSATION (continued)Restricted SharesA summary of Fang’s restricted shares held by the Company’s employees for the year ended December 31, 2020 was stated below: WeightedAverage GrantNumber of SharesDate Fair Value US$Unvested as of January 1, 2020 62,858 17.55Vested(28,320)17.55Forfeited(6,168)17.55Unvested as of December 31, 2020 28,370 17.55A summary of CIH’s restricted shares held by both the Company’s and Fang’s employees for the year ended December 31, 2020 was stated below:Weighted AverageGrant Date Fair Number of Shares Value US$Unvested as of January 1, 2020 672,030 0.34Vested(306,977)0.34Forfeited(63,578)0.34Unvested as of December 31, 2020310,4750.34As of December 31, 2020, there was RMB994 of unrecognized share-based compensation cost related to CIH and Fang’s restricted shares held bythe Company’s employees that are expected to be recognized over a weighted-average vesting period of 0.66 years.Total share-based compensation expense of CIH and Fang’s share-based awards granted to CIH’s employees was as follows:For the Year EndedDecember 31, 2018 2019 2020Cost of revenues2,1571,5371,772Selling expenses 366 787 901General and administrative expenses 4,285 5,910 5,939Total 6,808 8,234 8,612Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3711.EQUITYOrdinary SharesOn May 2, 2019, Fang’s board of directors approved the distribution of its shares of CIH ordinary shares to holders of Fang’s ordinary shares on apro rata basis. On June 11, 2019, Fang’s shareholders of record as of May 28, 2019 received a dividend distribution of one Class A ordinary sharefor every one Fang ordinary share (whether a Fang Class A ordinary share or a Fang Class B ordinary share) held as of the record date. On June 11,2019, the Company completed the legal separation from Fang, and the Company began trading “regular way” under the ticker symbol “CIH” onthe NASDAQ on June 12, 2019.Based on 71,775,686 Fang Class A ordinary shares and 24,336,650 Fang Class B ordinary shares issued and outstanding on May 28, 2019, therecord date, 96,112,336 Class A ordinary shares was distributed, of which 23,636,706 was re-designated as Class B ordinary shares and distributedto Mr. Vincent Tianquan Mo, and 6,712,694 was issued as treasury shares in connection with the separation and recorded at par value. TheCompany has used 648,492 shares of treasury shares for settlement of restricted shares vested as of December 31, 2020.Upon the separation on June 11, 2019, the Company authorized 1,000,000,000 shares for Class A and Class B in aggregate, with a par value ofUS$0.001. As of December 31, 2019 and 2020, there were 1) 65,762,936 and 66,411,428 Class A shares outstanding, and 2) 23,636,706 and23,636,706 Class B shares outstanding, respectively.The rights of the holders of Class A and Class B ordinary shares are identical, except with respect to voting rights. Each Class A ordinary share isentitled to one vote per share whereas each Class B ordinary share is entitled to 10 votes per share. Each Class B ordinary share is convertible intoone Class A ordinary share at any time by its holder, but Class A ordinary shares are not convertible into Class B ordinary shares unless approvedby the Company’s board of directors.12.EARNINGS (LOSS) PER SHAREOn June 11, 2019, Fang’s shareholders of record as of May 28, 2019 received one share of CIH Class A ordinary shares for every one share ofFang’s ordinary shares held as of the record date. For all the periods presented prior to June 11, 2019, basic and diluted earnings per share werecomputed using the number of shares of CIH ordinary shares outstanding as of June 11, 2019, the date on which the CIH ordinary shares weredistributed to Fang’s shareholders, since there were no dilutive securities until after the separation.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3812.EARNINGS PER SHARE (continued)The following table sets forth the basic and diluted earnings (loss) per share computation and provides a reconciliation of the numerator anddenominator for the periods presented: For the Year EndedDecember 31,201820192020Numerator: Net income (loss) attributable to Class A and Class B ordinary shareholders 165,420 245,451 (318,052)Denominator: Weighted average number of Class A and Class B ordinary shares outstanding 89,399,642 89,399,642 89,842,465Weighted average number of vested restricted shares — 115,511 —Denominator for basic net income per Class A and Class B ordinary share 89,399,642 89,515,153 89,842,465Dilutive effect of share options and unvested restricted shares — 30,557 —Denominator for diluted net income per Class A and Class B ordinary share 89,399,642 89,545,710 89,842,465Earnings (loss) per Class A and Class B ordinary share —Basic 1.85 2.74 (3.54)—Diluted 1.85 2.74 (3.54)Securities that could potentially dilute basic net income (loss) per share in the future that were not included in the calculation of diluted earnings(loss) per share for the years ended December 31, 2018, 2019 and 2020 are as below:For the Year Ended December 31, 2018 2019 2020Warrants — 4,662,411 4,662,411Share options — 7,227,971 11,217,546Unvested restricted shares — — 310,47513.PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATIONFor the presentation of the parent company only condensed financial information, the Company records its investment in subsidiaries andconsolidated VIEs, under the equity method of accounting as prescribed in ASC Topic 323, Investments-Equity Method and Joint Ventures. Suchinvestments are presented on the condensed balance sheets as “Investment in subsidiaries and consolidated VIEs” and the subsidiaries andconsolidated VIEs’ income as “Share of income from subsidiaries and consolidated VIEs” on the condensed statements of comprehensive income(loss). The parent company only condensed financial information should be read in conjunction with the Company’s consolidated financialstatements.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-3913.PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued)a)Condensed Balance SheetsAs of December 31, 2019 2020ASSETSCurrent assets: Cash and cash equivalents — 3,436Prepaid expenses and other current assets 2 2Total current assets: 2 3,438Non-current assets: Amounts due from a related party-non current, less allowance for doubtful accounts of nil and RMB 547,069 as of December 31, 2019 and 2020, respectively——Investments in subsidiaries and consolidated VIEs 22,762 257,569Total assets 22,764 261,007LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Amounts due to a related party 338 933Accrued expenses and other liabilities 70 547,520Total current liabilities 408 548,453Non-current liabilities: Other non-current liabilities 1,374 —Total liabilities 1,782 548,453Commitments and contingencies — —Shareholders’ equity (deficit) Class A ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B inaggregate as of December 31, 2019 and 2020; 72,475,630 shares issued as of December 31, 2019 and2020; 65,762,936 and 66,411,428 shares outstanding as of December 31, 2019 and 2020, respectively) 500 500Class B ordinary shares (US$0.001 per share, 1,000,000,000 shares authorized for Class A and Class B inaggregate as of December 31, 2019 and 2020; 23,636,706 shares issued and outstanding as of December31, 2019 and 2020; each Class B ordinary share is convertible into one Class A ordinary share) 163 163Treasury shares (46) (42)Capital deficit (135,179) (126,571)Retained earnings 155,324 (162,728)Accumulated other comprehensive income 220 1,232Total shareholders’ equity (deficit) 20,982 (287,446)Total liabilities and shareholders’ equity (deficit) 22,764 261,007Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-4013.PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued)b)Condensed Statement of OperationsFor the Year EndedDecember 31, 2019 2020Total operating expenses (202) (544,494)Change in fair value of the warrants (1,152) 1,359Share of income from subsidiaries and consolidated VIEs246,805225,083Income (loss) before income taxes 245,451 (318,052)Income tax expense — —Net income (loss) 245,451 (318,052)c)Condensed Statement of Cash FlowsFor the Year Ended December 31, 2019 2020Net cash provided by operating activities — 3,634Effect of foreign currency exchange rate changes on cash and cash equivalents — (198)Net increase in cash and cash equivalents — 3,436Cash and cash equivalents as of the beginning of the year — —Cash and cash equivalents as of the end of the year — 3,43614.CONTINGENCIESIn connection with the separation and distribution of the Company from Fang, the Company agreed to provide a guarantee for the benefit of theconvertible notes holders of Fang, under which the Company is liable to the payment obligations under the convertible notes in the event that Fangfails to discharge its primary payment obligations under the convertible notes or certain circumstances relating to the Company, including, amongothers, change-in-control transactions or certain fundamental changes to the Company’s share capital. Because the guarantee issued by theCompany to Fang’s convertible notes holders is a guarantee between companies under common control, it qualifies for the scope exclusion ofrecognition and measurement requirements of ASC 460, Guarantees.On December 7, 2020, Fang announced that it attended a hearing before the Grand Court of the Cayman Islands (the “Cayman Court”) regardingthe application by certain shareholders of Fang (the “Petitioners”) to appoint provisional liquidators over Fang and the Petitioners initiated awinding-up petition against Fang in Cayman Court on November 12, 2020, which was deemed to be an event of default as defined under theconvertible notes. Consequently, 100% of the outstanding principle of, and unpaid interest on the notes became due and payable as of December31, 2020.Pursuant to the agreements among the Company, Fang and the holders of Fang’s convertible notes, Fang and the Company each agreed to repay50% of the total amount of US$168.0 million by installment in 2021 to the holders of Fang’s convertible notes to settle the convertible notesagreements, including the outstanding principle of US$167.2 million and unpaid interest of US$0.8 million as of December 31, 2020.Accordingly, the Company accrued the guarantee liability in the amount of US$84.0 million (equivalent to RMB 547,069) as of December 31,2020.The Company repaid to the holders of the convertible notes on behalf of Fang: 1) US$42.4 million (including US$0.2 million of interest expensesin 2021) on September 24, 2021 and 2) US$41.8 million on November 10, 2021, respectively. In addition, Fang repaid to the holders of theconvertible notes: 1) US$42.4 million on September 28, 2021 (including US$0.2 million of interest expenses in 2021) and 2) US$41.8 million onNovember 15, 2021, respectively.Table of ContentsCHINA INDEX HOLDINGS LIMITEDNOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of RMB, except for share data)F-41The Company and Fang further agree that if Fang repays all the liabilities born by the CIH no later than December 31, 2023, no interest will beaccrued. In the event that Fang fails to make any payments to CIH in accordance with the timeline, the outstanding balance of Fang’s Indebtednessshall accrue interest at one percent per annum and such unpaid amounts together with such interest thereon shall be immediately due and payableby Fang to CIH.Based on the Company’s credit assessment on the collectability of amounts due from Fang, taking into consideration of current market conditionsand Fang’s financial condition, as well as (1) Fang is subject to a winding-up petition by a noncontrolling shareholder in Cayman Court; (2) Fang islate in the filing of its annual 20-F for the year ended December 31, 2020; (3) Fang had to rely on the Company as the guarantor to settle theconvertible notes agreements; and (4) the Company does not have any collateral placed by Fang against the amounts due from Fang, the Companyhas accrued 100% provision against the amounts due from Fang in the amount of RMB547,069 as of December 31, 2020, which was recorded asbad debt expense on the combined and consolidated statements of comprehensive income (loss) for the year ended December 31, 2020.15.SUBSEQUENT EVENTSImpact of Covid-19Beginning in December 2019, a novel strain of coronavirus, or COVID-19, resulted in prolonged mandatory quarantines, lockdown, closures ofbusinesses and facilities and travel restrictions imposed by the Chinese government and many other countries around the world. Although theChinese economy has been recovering steadily from the impact of COVID-19 since the second half of 2020, any recurrence of the COVID-19outbreak in China, or continuance of the outbreak in other parts of the world could adversely impact the Company’s business operations.Furthermore, the Company has experienced business disturbances due to the quarantine measures to contain the spread of COVID-19 andexperienced a slowdown in revenue growth and delayed collection of accounts receivables from customers in 2020. The Company may experiencesimilar delay or even default from customers should there be any recurrence of the COVID-19 outbreak in China, which could materially andadversely affect the Company’s business, results of operations and financial condition. Given the uncertainty around the extent and timing of thepotential future spread or mitigation of the COVID-19 and around the imposition or relaxation of protective measures, the Company cannotreasonably estimate the impact in the near future.Cessation of commercial listing servicesSince January 1, 2021, the Company has ceased the business operation of listing services for commercial properties. Exhibit 2.4Description of rights of securitiesregistered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)American Depositary Shares (“ADSs”), each of which represents one Class A ordinary share of China Index Holdings Limited (“we,” “us,” “ourcompany,” or “our”), are listed and traded on the on the Nasdaq Global Select Market and, in connection with this listing (but not for trading), theClass A ordinary shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders ofClass A ordinary shares and (ii) the holders of ADSs. Class A ordinary shares underlying the ADSs are held by JPMorgan Chase Bank, N.A., asdepositary, and holders of ADSs will not be treated as holders of Class A ordinary shares.Description of Class A Ordinary SharesThe following is a summary of material provisions of our currently effective second amended and restated memorandum of association (the“Memorandum and Articles of Association”) as well as the Companies Act (as amended) of the Cayman Islands (the “Companies Act”) insofar asthey relate to the material terms of our Class A ordinary shares. As it is a summary, it may not contain all the information that you may otherwisedeem important. For more complete information, you should read the entire Memorandum and Articles of Association, which has been filed withthe Securities and Exchange Commission (the “SEC”) as an exhibit to our Registration Statement on Form F-1 (File No. 333-231376).Type and Class of Securities (Item 9.A.5 of Form 20-F)The par value of Class A ordinary share is US$0.001 per share. The number of Class A ordinary shares that had been issued as of December 31,2020 is provided on the cover of the annual report on Form 20-F for the fiscal year ended December 31, 2020. Certificates representing theordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote theirordinary shares.Preemptive rights (Item 9.A.3 of Form 20-F)Our shareholders do not have preemptive rights.Limitations or Qualifications (Item 9.A.6 of Form 20-F)We have a dual-class share structure which consists of Class A ordinary shares and Class B ordinary shares. In respect of all matters upon which theordinary shares are entitled to vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten (10) votes,voting together as one class. Due to the super voting power of Class B ordinary share holder, the voting power of the Class A ordinary shares maybe limited.Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)Not applicable.Rights of Class A Ordinary Shares (Item 10.B.3 of Form 20-F)Classes of Ordinary SharesOur ordinary shares are divided into Class A ordinary shares and Class B ordinary shares (and a further class of authorized but undesignatedshares). Except for conversion rights and voting rights, the Class A ordinary shares and Class B ordinary shares shall carry equal rights and rankpari passu with one another, including but not limited to the rights to dividends (subject to the ability of the board of directors, under Memorandumand Articles of Association, to determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist ofthe shares or securities of any other company) and to settle all questions concerning such distribution (including fixing the value of such assets,determining that cash payment shall be made to some shareholders in lieu of specific assets and vesting any such specific assets in trustees on suchterms as the directors think fit)) and other capital distributions.2DividendsThe holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors (provided always that dividends maybe declared and paid only out of funds legally available therefor, namely out of either profit, retained earnings or our share premium account, andprovided further that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due in the ordinarycourse of business). In addition, our shareholders may declare dividends by ordinary resolution, but no dividend shall exceed the amountrecommended by our directors.Voting RightsHolders of Class A ordinary shares and Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote bythe members at any general meeting of the Company. Each Class A ordinary share shall be entitled to one vote on all matters subject to the vote atgeneral meetings of our company, and each Class B ordinary share shall be entitled to 10 votes on all matters subject to the vote at general meetingsof our company. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman ofsuch meeting or any one shareholder present in person or by proxy.An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attached to the ordinaryshares cast by those shareholders entitled to vote who are present in person or by proxy (or, in the case of corporations, by their duly authorizedrepresentatives) at a general meeting, while a special resolution requires the affirmative vote of a majority of no less than two-thirds of the votesattached to the ordinary shares cast by those shareholders who are present in person or by proxy (or, in the case of corporations, by their dulyauthorized representatives) at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous writtenresolution signed by all the shareholders of our company, as permitted by the Companies Act and Memorandum and Articles of Association then ineffect. A special resolution will be required for important matters such as a change of name or making changes to Memorandum and Articles ofAssociation.ConversionClass B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class Aordinary shares cannot be converted into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition ofClass B ordinary shares by a holder to any person or entity which is not an affiliate of such holder or upon a change of ultimate beneficialownership of any Class B ordinary share to any person who is not an affiliate of such holder, or upon a change of ultimate beneficial ownership ofany Class B ordinary share to any person who is not an affiliate of the registered shareholder of such share, each of such Class B ordinary sharesshall be automatically and immediately converted into one Class A ordinary share in accordance with the Memorandum and Articles ofAssociation.Transfer of Ordinary SharesAny of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any otherform approved by our board of directors.However, our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up oron which our company has a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:· the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and suchother evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;· the instrument of transfer is in respect of only one class of shares;· the instrument of transfer is properly stamped, if required;· a fee of such maximum sum as the NASDAQ may determine to be payable, or such lesser sum as the board of directors mayfrom time to time require, is paid to the Company in respect thereof; and· in the case of a transfer to joint holders, the transfer is not to more than four joint holders.3If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, tosend to each of the transferor and the transferee notice of such refusal.LiquidationOn a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares or, on a winding up, withthe sanction of a special resolution of the Company and any other sanction required by the Companies Act), assets available for distribution amongthe holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis (subject to, on a winding up where theassets available for distribution amongst the shareholders of the Company shall be more than sufficient to repay the whole of the share capital at thecommencement of the winding up, a deduction from ordinary shares in respect of which there are monies due of all monies payable to theCompany for unpaid calls or otherwise). If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will bedistributed so that, as nearly as may be, the losses are borne by our shareholders proportionately. We are an exempted company with limitedliability under the Companies Act, and under the Companies Act, the liability of our members is limited to the amount, if any, unpaid on the sharesrespectively held by them. The Memorandum and Articles of Association contains a declaration that the liability of our members is so limited.Calls on Ordinary Shares and Forfeiture of Ordinary SharesOur board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares (together with anyinterests which may have accrued). The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.Redemption, Repurchase and Surrender of Ordinary Shares.We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and insuch manner as may be determined, before the issue of such shares, by our board of directors or by an ordinary resolution of our shareholders. Ourcompany may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directorsor by ordinary resolution of our shareholders, or are otherwise authorized by the Memorandum and Articles of Association. Under the CompaniesAct, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made forthe purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our companycan, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act nosuch share may be redeemed or repurchased (1) unless it is fully paid up, (2) if such redemption or repurchase would result in there being no sharesoutstanding other than shares held as treasury shares, or (3) if the company has commenced liquidation. In addition, our company may accept thesurrender of any fully paid share for no consideration.Variations of Rights of Shares.If at any time, our share capital is divided into different classes of shares, all or any of the attached to any such class may (subject to any rights orrestrictions for the time being attached to any class of share) only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a resolution passed at a separate meeting of the holders of the shares of that class bythe holders of two-thirds of the issued shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred orother rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be materially adverselyvaried by the creation or issue of further shares ranking pari passu with or subsequent to such existing class of shares or the redemption or purchaseof any shares of any class by the Company. The rights of the holders of shares shall not be deemed to be materially adversely varied by the creationor issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.General Meetings of Shareholders and Shareholder ProposalsAs a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. TheMemorandum and Articles of Association provide that we may (but are not obliged to) in each year hold a general meeting as our annual generalmeeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time andplace as may be determined by our directors.4Shareholders’ annual general meetings and any other general meetings of our shareholders may be convened by a majority of our board of directorsor our chairman. Advance notice of at least seven calendar days is required for the convening of our annual general shareholders’ meeting and anyother general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of one or more shareholders present orby proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with anyright to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. TheMemorandum and Articles of Association allow our shareholders holding shares representing in aggregate not less than one-third of all votesattaching to all issued and outstanding shares of our company that as at the date of the deposit of such requisition carry the right to vote at generalmeetings of the Company, to requisition an extraordinary general meeting of the shareholders, in which case our directors are obliged to call suchmeeting and to put the resolutions so requisitioned to a vote at such meeting; however, the Memorandum and Articles of Association do notprovide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by suchshareholders.Inspection of Books and RecordsHolders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or ourcorporate records (save for our Memorandum and Articles, register of mortgages and charges and special resolutions of our shareholders).However, we intend to provide our shareholders with annual audited financial statements.Requirements to Change the Rights of Holders of Class A Ordinary Shares (Item 10.B.4 of Form 20-F)Variations of Rights of SharesIf at any time, our share capital is divided into different classes of shares, all or any of the attached to any such class may (subject to any rights orrestrictions for the time being attached to any class of share) only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a resolution passed at a separate meeting of the holders of the shares of that class bythe holders of two-thirds of the issued shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred orother rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be materially adverselyvaried by the creation or issue of further shares ranking pari passu with or subsequent to such existing class of shares or the redemption or purchaseof any shares of any class by the Company. The rights of the holders of shares shall not be deemed to be materially adversely varied by the creationor issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.Limitations on the Rights to Own Class A Ordinary Shares (Item 10.B.6 of Form 20-F)There are no limitations under the laws of the Cayman Islands or under the Memorandum and Articles of Association that limit the right of non-resident or foreign owners to hold or vote Class A ordinary shares, other than anti-takeover provisions contained in the Memorandum and Articlesof Association to limit the ability of others to acquire control of our company or cause our company to engage in change-of-control transactions.Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)Anti-Takeover Provisions in the Memorandum and Articles of AssociationSome provisions of the Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company ormanagement that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one ormore series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action byour shareholders. However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under theMemorandum and Articles of Association, as amended and restated from time to time, for what they believe in good faith to be in the best interestsof our company.5Ownership Threshold (Item 10.B.8 of Form 20-F)There are no provisions under Cayman Islands law applicable to the Company, or under the Memorandum and Articles of Association, that requirethe Company to disclose shareholder ownership above any particular ownership threshold. Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)The Companies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, theCompanies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significantdifferences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State ofDelaware.Mergers and Similar ArrangementsThe Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (1) “merger” means the merging of two or more constituent companies and the vesting of theirundertaking, property and liabilities in one of such companies as the surviving company, and (2) a “consolidation” means the combination of twoor more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to theconsolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan ofmerger or consolidation, which must then be authorized by (1) a special resolution of the shareholders of each constituent company, and (2) suchother authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar ofCompanies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets andliabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the membersand creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette.Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution ofshareholders. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent of thevotes at a general meeting of the subsidiary.The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by acourt in the Cayman Islands.Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled topayment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissentingto the merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exerciseof dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled byvirtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitatethe reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority innumber of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths invalue of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, ormeetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court ofthe Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, thecourt can be expected to approve the arrangement if it determines that:· the statutory provisions as to the required majority vote have been met;· the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercionof the minority to promote interests adverse to those of the class;6· the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of hisinterest; and· the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minorityshareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offerormay, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfersuch shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely tosucceed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have no rightscomparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rightsto receive payment in cash for the judicially determined value of the shares.Shareholders’ SuitsIn principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courtcan be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against, or a derivative action in the name of, a company to challenge thefollowing acts in the following circumstances:· a company acts or proposes to act illegally or ultra vires;· the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has notbeen obtained; and· those who control the company are perpetrating a “fraud on the minority.”Indemnification of Directors and Executive Officers and Limitation of LiabilityCayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification ofofficers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as toprovide indemnification against civil fraud or the consequences of committing a crime. The Memorandum and Articles of Association permitindemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damagesarise from dishonesty or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware GeneralCorporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executiveofficers that provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles ofassociation then in effect.Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers or persons controlling us underthe foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in theSecurities Act and is therefore unenforceable as a matter of United States law.Anti-Takeover Provisions in the Memorandum and Articles of AssociationSome provisions of the Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company ormanagement that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one ormore series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action byour shareholders. However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our amendedand restated memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in thebest interests of our company.7Directors’ Fiduciary DutiesUnder Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has twocomponents: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarilyprudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, allmaterial information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner hereasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain oradvantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedenceover any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of adirector are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interestsof the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence bepresented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was offair value to the corporation.Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty to act honestly, and a duty to act in what theyconsider 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 toour company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greaterdegree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courtshave moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the CaymanIslands. In fulfilling their duty of care to our company, our directors must ensure compliance with the Memorandum and Articles of Association, asamended and restated from time to time, and the rights vested thereunder in the holders of the shares. Our directors owe their fiduciary duties to ourcompany and not to our company’s individual shareholders, and it is our company which has the right to seek damages if a duty owed by ourdirectors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by ourdirectors is breached.Shareholder Action by Written ConsentUnder the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to itscertificate of incorporation. Cayman Islands law and the Memorandum and Articles of Association provide that shareholders may approvecorporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote onsuch matter at a general meeting without a meeting being held.Shareholder ProposalsUnder the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, providedit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other personauthorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.The Companies Act provide shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with anyright to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. TheMemorandum and Articles of Association allow our shareholders holding in aggregate not less than one-third of all votes attaching to theoutstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, inwhich case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting.Other than this right to requisition a shareholders’ meeting, the Memorandum and Articles of Association do not provide our shareholders with anyother right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we arenot obliged by law to call shareholders’ annual general meetings.8Cumulative VotingUnder the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate ofincorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board ofdirectors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases theshareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of theCayman Islands but the Memorandum and Articles of Association do not provide for cumulative voting. As a result, our shareholders are notafforded any less protections or rights on this issue than shareholders of a Delaware corporation.Removal of DirectorsUnder the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approvalof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Memorandum andArticles of Association, directors may be removed with or without cause, by an ordinary resolution of our shareholders.Transactions with Interested ShareholdersThe Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless thecorporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited fromengaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes aninterested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’soutstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for thetarget in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which suchshareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted inthe person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of anyacquisition transaction with the target’s board of directors.Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware businesscombination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, itdoes provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and notwith the effect of constituting a fraud on the minority shareholders.Dissolution; Winding UpUnder the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved byshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it beapproved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate ofincorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a companymay be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable topay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specifiedcircumstances including where it is, in the opinion of the court, just and equitable to do so.Variation of Rights of SharesUnder the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of theoutstanding shares of such class, unless the certificate of incorporation provides otherwise. Under the Memorandum and Articles of Association, ifour share capital is divided into more than one class of shares, all or any of the attached to any such class may (subject to any rights or restrictionsfor the time being attached to any class of share) only be materially adversely varied with the consent in writing of the holders of two-thirds of theissued shares of that class or with the sanction of a resolution passed at a separate meeting of the holders of the shares of that class by the holders oftwo-thirds of the issued shares of that class.9Amendment of Governing DocumentsUnder the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of theoutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, theMemorandum and Articles of Association may only be amended with a special resolution of our shareholders.Rights of Non-Resident or Foreign ShareholdersThere are no limitations imposed by the Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold orexercise voting rights on our shares. In addition, there are no provisions in the Memorandum and Articles of Association governing the ownershipthreshold above which shareholder ownership must be disclosed.Exempted CompanyWe are an exempted company with limited liabilities registered by way of continuation under the laws of the Cayman Islands. The Companies Actin the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the CaymanIslands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for anexempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:· an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;· an exempted company’s register of members is not open to inspection;· an exempted company does not have to hold an annual general meeting;· an exempted company may issue no par value;· an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for20 years in the first instance);· an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;· an exempted company may register as a limited duration company; and· an exempted company may register as a segregated portfolio company.“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of thecompany (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improperpurpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Upon the closing of the separation anddistribution, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Wecurrently intend to comply with the NASDAQ rules in lieu of following home country practice after the completion of the separation anddistribution. The NASDAQ rules require that every company listed on the NASDAQ hold an annual general meeting of shareholders. In addition,the Memorandum and Articles of Association allow directors to call special meeting of shareholders pursuant to the procedures set forth in ourarticles.Changes in Capital (Item 10.B.10 of Form 20-F)Our shareholders may from time to time by ordinary resolution:· increase our share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;· consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;10· sub-divide our existing shares, or any of them into shares of a smaller amount, provided that in the subdivision the proportionbetween the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the sharefrom which the reduced share is derived; or· cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person anddiminish the amount of our share capital by the amount of the shares so canceled.Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by ourcompany for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.Debt Securities (Item 12.A of Form 20-F)Not applicable.Warrants and Rights (Item 12.B of Form 20-F)Not applicable.Other Securities (Item 12.C of Form 20-F)Not applicable.Description of American Depositary Shares (Item 12.D.1 and 12.D.2 of Form 20-F)GeneralJPMorgan Chase Bank, N.A., or JPMorgan, as depositary will issue the ADSs which you will be entitled to receive in this distribution. Each ADSwill represent an ownership interest in a designated number of shares which we will deposit with the custodian, as agent of the depositary, underthe deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities,cash or other property deposited with the depositary but which they have not distributed directly to you. Unless certificated ADRs are specificallyrequested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you whichreflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statementsyou will receive which reflect your ownership of ADSs.The depositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY 10179.You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADSregistered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you havea beneficial ownership interest in ADSs but hold the ADSs through your broker or financial institution nominee, you are a beneficial owner ofADSs and must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. Youshould consult with your broker or financial institution to find out what those procedures are. If you are a beneficial owner, you will only be able toexercise any right or receive any benefit under the deposit agreement solely through the registered holder of the ADR(s) evidencing the ADSsowned by you, and the arrangements between you and the registered holder of the corresponding ADRs may affect your ability to exercise anyrights you may have. For all purposes under the deposit agreement, an ADR holder is deemed to have all requisite authority to act on behalf of anyand all beneficial owners of the ADSs evidenced by the ADR(s) registered in such holder’s name. The depositary’s only notification obligationsunder the deposit agreement shall be to the ADR holders, and notice to an ADR holder shall be deemed, for all purposes of the Deposit Agreement,to constitute notice to any and all beneficial owners of the ADSs evidenced by such holder’s ADRs.As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Island law governsshareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs,shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreementto be entered into among us, the depositary and all registered holders and beneficial owners from time to time of ADRs issued under the depositagreement. The obligations of our company, the depositary and its agents are also set out in the deposit agreement. Because the depositary or itsnominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The depositagreement and the ADSs are governed by New York law. Under the deposit agreement, as an ADR holder or a beneficial owner of ADSs, youagree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, theADSs or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocablywaive any objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of suchcourts in any such suit, action or proceeding.11The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, itmay not contain all the information that you may otherwise deem important. For more complete information, you should read the entire depositagreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibitto the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s PublicReference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the PublicReference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on theSEC’s website at http://www.sec.gov.Dividends and Other DistributionsHow will you receive dividends and other distributions on the shares underlying the ADSs?We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay toyou the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash receivedinto U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary deductions providedfor in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan to direct, manage and/or execute any publicand/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate may charge the depositary a fee in connectionwith such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of underlyingsecurities that your ADSs represent.Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:· Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the netproceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subjectto (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certainregistered ADR holders, and (iii) deduction of the depositary’s and/or its agents’ expenses in (1) converting any foreign currency to U.S.dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S.dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may bemade on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion ortransfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in anycommercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, youmay lose some or all of the value of the distribution.· Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representingsuch shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds willbe distributed in the same manner as cash to the ADR holders entitled thereto.· Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we timelyprovide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or otherinstruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, thedepositary may: (i)12· sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or (ii) if itis not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration orotherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse. We haveno obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.· Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either(i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deemsdistribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any netproceeds in the same way it distributes cash.· Elective Distributions. In the case of a dividend payable at the election of our shareholders in cash or in additional shares, we willnotify the depositary at least 30 days prior to the proposed distribution stating whether or not we wish such elective distribution to bemade available to ADR holders. The depositary shall make such elective distribution available to ADR holders only if (i) we shall havetimely requested that the elective distribution is available to ADR holders, (ii) the depositary shall have determined that suchdistribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation within the terms of thedeposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the aboveconditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the samedetermination as is made in the local market in respect of the shares for which no election is made, either (x) cash or (y) additionalADSs representing such additional shares. If the above conditions are satisfied, the depositary shall establish procedures to enable ADRholders to elect the receipt of the proposed dividend in cash or in additional ADSs. There can be no assurance that ADR holders orbeneficial owners of ADSs generally, or any ADR holder or beneficial owner in particular, will be given the opportunity to receiveelective distributions on the same terms and conditions as the holders of shares.If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered ADRholder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreigncurrency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as depositedsecurities, in which case the ADSs will also represent the retained items and shall, in the case of a distribution not being practicable with respect toall of the registered ADR holders, inform the Company of such impracticality.Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheldwithout liability and dealt with by the depositary in accordance with its then current practices.The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, sharesor other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and salesof securities will be handled by the depositary in accordance with its then current policies, which are currently set forth in the “Depositary ReceiptSale and Purchase of Security” section of https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which the depositaryshall be solely responsible for.13Deposit, Withdrawal and CancellationHow does the depositary issue ADSs?The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees andexpenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under this prospectus, we will arrange withFang to deposit such shares.Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, beregistered in the name of JPMorgan, as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the separation and distributionto which this prospectus relates) for the account and to the order of the depositary for the benefit of registered holders of ADRs, to the extent notprohibited by law. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the depositagreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. Thedeposited shares and any such additional items are referred to as “deposited securities”.Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement,including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR orADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of theADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder willreceive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder canrequest that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued. How do ADR holderscancel an ADS and obtain deposited securities? When you turn in your ADR certificate at the depositary’s office, or when you provide properinstructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges andtaxes, deliver the underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at thecustodian’s office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.The depositary may only restrict the withdrawal of deposited securities in connection with:· temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection withvoting at a shareholders’ meeting, or the payment of dividends;· the payment of fees, taxes and similar charges; or· compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of depositedsecurities.This right of withdrawal may not be limited by any other provision of the deposit agreement.Record DatesThe depositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable to anycorresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):· to receive any distribution on or in respect of deposited securities,· to give instructions for the exercise of voting rights,· to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in theADR, or· to receive any notice or to act or be obligated in respect of other matters,all subject to the provisions of the deposit agreement.14Voting RightsHow do you vote?If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise thevoting rights for the shares which underlie your ADSs. As soon as practicable after receiving notice from us of any meeting at which the holders ofshares are entitled to vote, or of our solicitation of consents or proxies from holders of shares, the depositary shall fix the ADS record date inaccordance with the provisions of the deposit agreement, provided that if the depositary receives a written request from us in a timely manner andat least 30 days prior to the date of such vote or meeting, the depositary shall, at our expense, distribute to the registered ADR holders a noticestating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each ADR holder on the record date set bythe depositary will, subject to any applicable provisions of Cayman Island law, be entitled to instruct the depositary to exercise the voting rights, ifany, pertaining to the shares underlying such holder’s ADSs and (iii) the manner in which such instructions may be given or deemed given inaccordance with the next paragraph, including instructions to give a discretionary proxy to a person designated by us. Each ADR holder is solelyresponsible for the forwarding of such notices to the beneficial owners of ADSs registered in such holder’s name. Following actual receipt by theADR department responsible for proxies and voting of ADR holders’ instructions (including, without limitation, instructions of any entity orentities acting on behalf of the nominee for DTC), the depositary shall, in the manner and on or before the time established by the depositary forsuch purpose, endeavor to vote or cause to be voted the shares represented by the ADSs evidenced by such ADR holders’ ADRs in accordance withsuch instructions insofar as practicable and permitted under the provisions of or governing our shares.To the extent that (A) we have provided the depositary with at least 35 days’ notice of a proposed meeting, (B) the notice described above will bereceived by all registered ADR holders and beneficial owners of ADSs no less than 10 days prior to the date of the meeting and/or the cut-off datefor the solicitation of consents, and (C) the depositary does not receive instructions on a particular agenda item from a registered ADR holder(including, without limitation, any entity or entities acting on behalf of the nominee for DTC) in a timely manner, such holder shall be deemed, andthe depositary is instructed to deem such holder, to have instructed the depositary to give a discretionary proxy for such agenda item(s) to a persondesignated by us to vote the shares represented by the ADSs for which actual instructions were not so given by all such ADR holders or beneficialowners of ADSs on such agenda item(s), provided that no such instruction shall be deemed given and no discretionary proxy shall be given unless(1) we inform the depositary in writing (and, in the deposit agreement we have agreed to provide the depositary with such instruction promptly inwriting) that (a) we wish such proxy to be given with respect to such agenda item(s), (b) there is no substantial opposition existing with respect tosuch agenda item(s) and (c) such the agenda item(s), if approved, would not materially or adversely affect the rights of holders of Shares, and(2) the depositary has obtained an opinion of counsel, in form and substance satisfactory to the depositary, confirming that (i) the granting of suchdiscretionary proxy does not subject the depositary to any reporting obligations in the Cayman Islands, (ii) the granting of such proxy will notresult in a violation of Cayman Island laws, rules, regulations or permits, (iii) the voting arrangement and deemed instruction as contemplatedherein will be given effect under Cayman Island laws, rules and regulations, and (iv) the granting of such discretionary proxy will not under anycircumstances result in the Shares represented by the ADSs being treated as assets of the depositary under Cayman Island laws, rules orregulations. Under the deposit agreement the depositary may from time to time access information available to it to consider whether any of thecircumstances described in (1)(b) or (1)(c) above exist, or request additional information from us in respect thereof. By taking any such action, thedepositary shall not in any way be deemed or inferred to have been required, or have had any duty or responsibility (contractual or otherwise), tomonitor or inquire whether any of the circumstances described in such (1)(b) or (1)(c) above existed. In addition to the limitations provided for inthe deposit agreement, ADR holders and beneficial owners of ADSs holders are advised, and in the deposit agreement, are deemed to agree, that(a) the depositary will rely fully and exclusively on us to inform the depositary of any of the circumstances set forth in (1) above, and (b) neitherthe depositary, its Custodian nor any of their respective agents shall be obliged to inquire or investigate whether any of the circumstances describedin (1)(b) or (1)(c) above exist and/or whether we have complied with our obligation to timely inform the depositary of such circumstances. Neitherthe depositary, its custodian nor any of their respective agents shall incur any liability to ADR holders or beneficial owners of ADSs (i) as a resultof our failure to determine that any of the circumstances described in (1)(b) or (1)(c) above exist or our failure to timely notify the depositary ofany such circumstances or (ii) if any agenda item which is approved at a meeting has, or is claimed to have, a material or adverse effect on therights of holders of Shares. Because there is no guarantee that ADR holders or beneficial owners of ADSs will receive the notices described abovewith sufficient time to enable such ADR holders or beneficial owners of ADSs to return any voting instructions to the depositary in a timelymanner, ADR holders and beneficial owners of ADSs may be deemed to have instructed the depositary to give a discretionary proxy to a persondesignated by us in such circumstances, and neither the depositary, its custodian nor any of their respective agents shall incur any liability to ADRholders or beneficial owners of ADSs in such circumstances.15ADR holders and beneficial owners of ADSs are strongly encouraged to forward their voting instructions to the depositary as soon as possible. Forinstructions to be valid, the ADR department of the depositary that is responsible for proxies and voting must receive them in the manner and on orbefore the time specified, notwithstanding that such instructions may have been physically received by the depositary prior to such time. Thedepositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carryout any voting instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the depositagreement or any ADR, the depositary may, to the extent not prohibited by any law, rule or regulation, or by the rules and/or requirements of thestock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of,or solicitation of consents or proxies from, holders of deposited securities, distribute to the ADR holders a notice that provides such ADR holderswith, or otherwise publicizes to such ADR holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., byreference to a website containing the materials for retrieval or a contact for requesting copies of the materials).There is no guarantee that ADR holders and beneficial owners of ADSs, or any ADR holder or beneficial owner of ADSs in particular, will receivevoting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers orother third parties, will not have the opportunity to exercise a right to vote.We have advised the depositary that under the Cayman Islands law and our constituent documents, each as in effect as of the date of the depositagreement, voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show ofhands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with our constituentdocuments, the depositary will refrain from voting and the voting instructions received by the depositary from holders shall lapse. The depositarywill not demand a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs.Reports and Other CommunicationsWill ADR holders be able to view our reports?The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, theprovisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nomineeas a holder of deposited securities and made generally available to the holders of deposited securities.Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or Englishtranslations or summaries) to the depositary, it will distribute the same to registered ADR holders.16Payment of TaxesADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security ordistribution. If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of thecustodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distributionthereon, including, without limitation, any Chinese Enterprise Income Tax owing if the Circular Guoshuifa [2009] No. 82 issued by the ChineseState Administration of Taxation (SAT) or any other circular, edict, order or ruling, as issued and as from time to time amended, is applied orotherwise, such tax or other governmental charge shall be paid by the holder thereof to the depositary and by holding or having held an ADR or anyADSs, the holder and all beneficial owners of such ADRs and ADSs, and all prior holders and beneficial owners thereof, jointly and severally,agree to indemnify, defend and save harmless each of the depositary and its agents in respect of such tax or governmental charge. Each ADR holderand beneficial owner of ADSs, and each prior holder and beneficial owner thereof, by holding or having held an ADR or an interest in ADSs,acknowledges and agrees that the depositary shall have the right to seek payment of any taxes or governmental charges owing with respect to therelevant ADRs from any one or more such current or prior holder or beneficial owner, as determined by the depositary in its sole discretion,without any obligation to seek payment from any other current or prior holder or beneficial owner. If an ADR holder owes any tax or othergovernmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public orprivate sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. If anytax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination ofdeposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheldon any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cashdistribution, sell the distributed property or securities (by public or private sale) in such amounts and in such manner as the depositary deemsnecessary and practicable to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of suchtaxes to the ADR holders entitled thereto.By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respectiveofficers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority withrespect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefitobtained.Reclassifications, Recapitalizations and MergersIf we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or otherreclassification of deposited securities or (ii) any distributions of shares or other property not made to holders of ADRs or (iii) any recapitalization,reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary maychoose to, and shall if reasonably requested by us:· amend the form of ADR;· distribute additional or amended ADRs;· distribute cash, securities or other property it has received in connection with such actions;17· sell any securities or property received and distribute the proceeds as cash; or· none of the above.If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of thedeposited securities and each ADS will then represent a proportionate interest in such property.Amendment and TerminationHow may the deposit agreement be amended?We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be givenat least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and othergovernmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such expenses), orotherwise prejudices any substantial existing right of ADR holders or beneficial owners of ADSs. Such notice need not describe in detail thespecific amendments effectuated thereby, but must identify to ADR holders a means to access the text of such amendment. If an ADR holdercontinues to hold an ADR or ADRs after being so notified, such ADR holder and the beneficial owner of the corresponding ADSs are deemed toagree to such amendment and to be bound by the deposit agreement as so amended. Any amendments or supplements which (i) are reasonablynecessary (as agreed by us and the depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) theADSs or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to beborne by ADR holders, shall be deemed not to prejudice any substantial rights of ADR holders or beneficial owners of ADSs. Notwithstanding theforegoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment orsupplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement thedeposit agreement and the form of ADR (and all outstanding ADRs) at any time in accordance with such changed laws, rules or regulations, whichamendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No amendment,however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisionsof applicable law.How may the deposit agreement be terminated?The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to theADR holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (1) resignedas depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless asuccessor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (2) been removed asdepositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless asuccessor depositary shall not be operating under the deposit agreement on the 60th day after our notice of removal was first provided to thedepositary. Notwithstanding anything to the contrary herein, the depositary may terminate the deposit agreement without notifying us, but subjectto giving 30 days’ notice to the Holders, under the following circumstances: (1) in the event of our bankruptcy or insolvency, (2) if the shares ceaseto be listed on an internationally recognized stock exchange, (3) if we effect (or will effect) a redemption of all or substantially all of the depositedsecurities, or a cash or share distribution representing a return of all or substantially all of the value of the deposited securities, or (4) there occurs amerger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu ofdeposited securities. After the date so fixed for termination, (a) all direct registration ADRs shall cease to be eligible for the direct registrationsystem and shall be considered ADRs issued on the ADR register maintained by the depositary and (b) the depositary shall use its reasonableefforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a registered holder ofADRs. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is an ADR holder, the depositary shall(a) instruct its custodian to deliver all shares to us along with a general stock power that refers to the names set forth on the ADR registermaintained by the depositary and (b) provide us with a copy of the ADR register maintained by the depositary. Upon receipt of such shares and theADR register maintained by the depositary, we have agreed to use our best efforts to issue to each registered holder a share certificate representingthe shares represented by the ADSs reflected on the ADR register maintained by the depositary in such registered holder’s name and to deliver suchshare certificate to the registered holder at the address set forth on the ADR register maintained by the depositary. After providing such instructionto the custodian and delivering a copy of the ADR register to us, the depositary and its agents will perform no further acts under the depositagreement or the ADRs and shall cease to have any obligations under the deposit agreement and/or the ADRs.18Limitations on Obligations and Liability to ADR holdersLimits on our obligations and the obligations of the depositary; limits on liability to ADR holders and beneficial owners of ADSsPrior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution inrespect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:· payment with respect thereto of (1) any stock transfer or other tax or other governmental charge, (2) any stock transfer orregistration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and(3) any applicable fees and expenses described in the deposit agreement;· the production of proof satisfactory to it of (1) the identity of any signatory and genuineness of any signature and (2) such otherinformation, including without limitation, information as to citizenship, residence, exchange control approval, beneficial or otherownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or governing depositedsecurities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and· compliance with such regulations as the depositary may establish consistent with the deposit agreement.The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or thewithdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities isclosed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under thefollowing circumstances: (1) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares inconnection with voting at a shareholders’ meeting, or the payment of dividends, (2) the payment of fees, taxes, and similar charges, and(3) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and each of our and the depositary’s respectiveagents, provided, however, that no provision of the deposit agreement is intended to constitute a waiver or limitation of any rights which ADRholders or beneficial owners of ADSs may have under the Securities Act or the Exchange Act, to the extent applicable. In the deposit agreement itprovides that neither we nor the depositary nor any such agent will be liable to ADR holders or beneficial owners of ADSs if:· any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People’s Republic ofChina (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country orjurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, theprovisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism,nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions,computer failure or circumstance beyond our, the depositary’s or our respective agents’ direct and immediate control shallprevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which thedeposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including,without limitation, voting);· it exercises or fails to exercise discretion under the deposit agreement or the ADRs including, without limitation, any failure todetermine that any distribution or action may be lawful or reasonably practicable;· it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct;19· it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel,accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to becompetent to give such advice or information, or in the case of the depositary only, our company; or· it relies upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed,presented or given by the proper party or parties.The Depositary shall not be a fiduciary or have any fiduciary duty to ADR holders or beneficial owners of ADSs. Neither the depositary nor itsagents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities, the ADSs orthe ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of anydeposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense(including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fullyrespond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registeredholder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested orrequired by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking,securities or other regulators. The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository,clearing agency or settlement system. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with orarising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan. Notwithstanding anything to the contrary contained inthe deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, anyact or omission to act on the part of the custodian except to the extent that any ADR holder has incurred liability directly as a result of the custodianhaving (i) committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in theprovision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodianis located. The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as pricing,proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the deposit agreement, and use localagents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodianwill use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents,they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall nothave any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act norshall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection withany such sale or proposed sale.The depositary has no obligation to inform ADR holders or beneficial owners of ADSs about the requirements of any laws, rules or regulations orany changes therein or thereto.Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner thereofto obtain the benefits of credits or refunds of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. The depositary isunder no obligation to provide ADR holders and beneficial owners of ADSs, or any of them, with any information about the tax status of ourcompany. Neither we nor the depositary shall incur any liability for any tax or tax consequences that may be incurred by registered holders orbeneficial owners on account of their ownership or disposition of the ADRs or ADSs.Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for themanner in which any such vote is cast, including without limitation any vote cast by a person to whom the depositary is required to grant adiscretionary proxy pursuant to the deposit agreement, or for the effect of any such vote. The depositary may rely upon instructions from us or ourcounsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur anyliability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of anytranslation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of thedeposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for thefailure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary whether inconnection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of thedepositary. Neither we, the depositary nor any of our respective agents shall be liable to ADR holders or beneficial owners of interests in ADSs forany indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of anyform incurred by any person or entity (including, without limitation, holders and beneficial owners), whether or not foreseeable and regardless ofthe type of action in which such a claim may be brought.20The depositary and its agents may own and deal in any class of securities of our company and our affiliates and in ADSs.Disclosure of Interest in ADSsTo the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or otherownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce suchdisclosure or limits, ADR holders and beneficial owners of ADSs agree to comply with all such disclosure requirements and ownership limitationsand to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct ADR holders (and through anysuch holder, the beneficial owners of ADSs evidenced by the ADRs registered in such holder’s name) to deliver their ADSs for cancellation andwithdrawal of the deposited securities so as to permit us to deal directly with the holder and/or beneficial owner thereof as a holder of shares and,by holding an ADS or an interest therein, holders and beneficial owners will be agreeing to comply with such instructions.Books of DepositaryThe depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which registershall include the depositary’s direct registration system. ADR holders may inspect such records at the depositary’s office at all reasonable times, butsolely for the purpose of communicating with other holders in the interest of the business of our company or a matter relating to the depositagreement. Such register may be closed at any time or from time to time, when deemed expedient by the depositary. The depositary may also closethe issuance book portion of the ADR Register when reasonably requested by us solely in order to enable us to comply with applicable law.The depositary will maintain facilities for the delivery and receipt of ADRs.AppointmentIn the deposit agreement, each ADR holder and each beneficial owner or ADSs, upon acceptance of any ADSs (or any interest therein) issued inaccordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:· be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and· appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actionscontemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to complywith applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carryout the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusivedeterminant of the necessity and appropriateness thereof.Each ADR holder and beneficial owner of ADSs is further deemed to acknowledge and agree that (i) nothing in the deposit agreement or any ADRshall give rise to a partnership or joint venture among the parties thereto nor establish a fiduciary or similar relationship among such parties, (ii) thedepositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public informationabout our company, the ADR holders, the beneficial owners of ADSs and/or their respective affiliates, (iii) the depositary and its divisions,branches and affiliates may at any time have multiple banking relationships with us, ADR holders, beneficial owners of ADSs and/or the affiliatesof any of them, (iv) the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which partiesadverse to us or the ADR holders or beneficial owners may have interests, (v) nothing contained in the deposit agreement or any ADR(s) shall(A) preclude the depositary or any of its divisions, branches or affiliates from engaging in such transactions or establishing or maintaining suchrelationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose such transactions or relationships or to accountfor any profit made or payment received in such transactions or relationships, and (vi) the depositary shall not be deemed to have knowledge of anyinformation held by any branch, division or affiliate of the depositary.21Governing Law and Consent to JurisdictionThe deposit agreement and the ADRs are governed by and construed in accordance with the laws of the State of New York. In the depositagreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf.Subject to the depositary’s rights described below to refer matters to arbitration, by holding an ADS or an interest therein, ADR holders andbeneficial owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, arising out ofor based upon the deposit agreement, the ADSs or the transactions contemplated thereby, including causes of action based on U.S. securities law,may only be instituted in a state or federal court in New York, New York, and each irrevocably waives any objection which it may have to thelaying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.Notwithstanding the foregoing, the depositary may, in its sole discretion, elect to institute any action, controversy, claim or dispute directly orindirectly based on, arising out of or relating to the deposit agreement or the ADRs or the transactions contemplated thereby, including withoutlimitation any question regarding its or their existence, validity, interpretation, performance or termination, against any other party or parties to thedeposit agreement (including, without limitation, against ADR holders and owners of interests in ADRs) in any competent court in the CaymanIslands, Hong Kong, the People’s Republic of China and/or the United States, or, by having such disputes referred to and finally resolved by anarbitration either in New York, New York or in Hong Kong, subject to certain exceptions solely related to the aspects of such claims that are relatedto U.S. securities law, in which case the resolution of such aspects may, at the option of such ADR holder, remain in state or federal court in NewYork, New York. Any such arbitration shall be conducted in the English language either in New York, New York in accordance with theCommercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United NationsCommission on International Trade Law (UNCITRAL).Jury Trial WaiverThe deposit agreement provides that, to the fullest extent permitted by applicable law, each party thereto (including, for avoidance of doubt, eachholder and beneficial owner and/or holder of interests in ADSs) irrevocably waives the right to a jury trial of any claim they may have against us orthe depositary arising out of or relating to our shares or other deposited securities, the ADSs, the ADRs, the deposit agreement, or any transactioncontemplated therein, or the breach thereof (whether based on contract, tort, common law or other theory), including any claim under the U.S.federal securities laws. If we or the depositary were to oppose a jury trial demand based on such waiver, the court would determine whether thewaiver was enforceable in the facts and circumstances of that case in accordance with applicable state and federal law, including whether a partyknowingly, intelligently and voluntarily waived the right to a jury trial. The waiver to right to a jury trial of the deposit agreement is not intended tobe deemed a waiver by any holder or beneficial owner of ADSs of our or the depositary’s compliance with the Securities Act of 1933 or theSecurities Exchange Act, to the extent applicable. Exhibit 4.19LOAN AGREEMENTThis Agreement is made and entered into by the Parties below on December 9, 2019 in Beijing:(1) Lender:Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., a wholly foreign owned enterprise established in China with itsregistered address at Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District,Beijing(2) Borrower:Jianning Dai, Chinese, ID No.: [REDACTED], address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingWHEREAS:The Borrower holds 56% equity interest in Beijing Zhong Zhi Information Technology Academy (hereinafter referred to as “Beijing ZhongZhi”), a collective ownership (stock cooperative) enterprise with independent legal personality registered in Beijing, China;The Lender, agreed to provide a loan of RMB560,000 to the Borrower.NOW, THEREFORE, in order to identify the rights and obligations of any Party, the Parties hereof, through friendly negotiations, agree asfollows:1. Loan1.1 Provision of the LoanThe Borrower applied to the Lender for the Loan. The Lender agreed to provide the Loan to the Borrower and disbursed the Loan in full tothe Borrower on the date determined by the Lender and the Borrower.1.2 Term of the LoanThe term of the Loan starts from the date on which the Loan was provided until ten (10) years thereafter. Should the Borrower not be able torepay the Loan in compliance with Article 1.4 of this Agreement due to the restrictions under applicable laws upon the expiry of the term,the term of the Loan shall be extended automatically until such time when the applicable laws permit the repayment in such mode and theLender agrees to accept the repayment by the Borrower in accordance with the mode of payment set forth in Article 1.4 herein.Except as provided in Article 1.5 herein, the Borrower may not request to repay the Loan before the due date.1.3 Use of the LoanThe Borrower hereby agrees and warrants that the Loan shall be used solely as capital contributed to Beijing Zhong Zhi for its businessexpansion. Without prior written consent of the Lender, the Borrower shall not make use of the Loan for any other purpose, nor shall theBorrower transfer, pledge or mortgage their equity interests or other rights and interests in Beijing Zhong Zhi to any third party other thanthe Lender or Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.1.4 Repayment of the LoanPursuant to applicable PRC laws, the Borrower shall repay the Loan by means of transferring their respective equity interests in BeijingZhong Zhi to the Lender or any other person designated by the Lender; and the Borrower shall have no further obligations after sotransferring as aforesaid.Any profits or gains from the transfer by the Borrower of their equity interests in Beijing Zhong Zhi shall be paid back to the Lender or theperson designated by the Lender in accordance with provisions hereof.1.5 Advance Repayment of the LoanDuring the term of the Loan, as extended pursuant hereunder, the Borrowers shall be liable, jointly and severally, to repay their respectiveportions of the Loan prior to its due date upon the written request of the Lender if any of the following events occurs:(1)any Borrower dies or becomes incapacitated, or becomes limited in its capacity for civil conduct;(2)any Borrower leaves, resigns from, or is suspended or dismissed from, the post at the Lender or the Lender’s associated companies;(3)any Borrower transfers, without the Lender’s consent, its equity interest in the Lender or in the Lender’s other associatedcompanies held by such Borrower to any third party not contemplated by this Agreement;(4)any Borrower commits a criminal act or is involved in criminal activities;(5)any third party not contemplated hereunder raises a claim to any Borrower for over RMB 500,000; or(6)in accordance with applicable laws, a foreign entity is able to solely operate a value-added telecommunication business, and therelevant authorities have started to examine and approve application for such business.Pursuant to the applicable laws, the Lender is entitled, but not obliged, to purchase, or designate any other person not contemplated by thisAgreement to purchase, at any time all or part of the Borrower’s equity interests in Beijing Zhong Zhi at any price agreed to by all Parties.2. Transfer of this AgreementThe Borrower may not transfer any of its rights and/or obligations hereunder to any third parties without the prior written consent of theLender. After notice to the other Party, the Lender may transfer any of its rights and/or obligations hereunder to any third party designatedby the Lender.3. Representations, Warranties and UndertakingsThe Borrower is a PRC citizen with completely independent legal status, and is legally competent to execute, deliver and perform thisAgreement. The Borrower may sue or be sued in a litigation.The Borrower warrants that it shall not, without the Lender’s prior written consent, transfer, pledge or mortgage their respective equityinterests or other rights and interests in Beijing Zhong Zhi to any third party other than the Lender or Beijing Zhong Zhi Shi Zheng DataInformation Technology Co., Ltd.In order to ensure the stability of the value of the equity interests of Beijing Zhong Zhi which form the basis for the Borrower to repay theLoan, the Borrower shall ensure standard operations of Beijing Zhong Zhi. The Borrower undertakes to execute an irrevocable shareholdersproxy agreement to empower the Lender or any other person designated by the Lender to exercise any and all shareholder rights theBorrower may exercise in Beijing Zhong Zhi.4. Confidential TermsEach Party hereby agrees that it shall endeavor to take reasonable measures to keep confidential the other Party’s confidential materials andinformation (hereinafter referred to as “Confidential Information”) known or acquired by such Party due to the execution and performanceof this Agreement. Without the prior written consent of the owner of the aforesaid Confidential Information, no Party shall divulge, grant ortransfer to any third party such Confidential Information. Upon the termination of this Agreement, each Party shall, upon request, return tothe owner of such Confidential Information, or destroy on its own, any documents, materials, software or other sources carrying suchConfidential Information, delete any such Confidential Information from any relevant memory device and shall not continue to use suchConfidential Information.The Parties hereby agree that this article shall remain valid regardless of amendment, cancellation or termination of this Agreement.5. IndemnificationEach Party shall indemnify the other Parties for, and hold the other Parties harmless against, any loss, damage, obligation and expenseresulting from any litigation, claim or other request to the other Parties which occurs or arises out of such Party’s performance of itsobligations under this Agreement and any commercial contract.6. EffectivenessThis Agreement shall become effective upon its execution by the authorized representatives of all Parties hereto on the date first writtenabove.7. Governing Law and Dispute ResolutionThe PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or theMacau Special Administration Region.Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settledwithin thirty (30) days after the start of negotiations, it shall be submitted to the China International Economic and Trade ArbitrationCommission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration rules when such arbitration application wassubmitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitrationfees and other expenses in relation to such arbitration shall be borne by the losing Party.8. Force Majeure“Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even ifforeseeable, as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Suchcircumstances include, but are not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy,fire, flood, accident, war, riot, insurgence or any other similar event.Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligationsshall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extendedautomatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeureevent.Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inceptionof the force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of suchevent of force majeure.If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall makeany and all reasonable efforts to minimize the effects of any event of force majeure.If the force majeure event lasts over ninety (90) days and the Parties fail to reach any agreement on a just solution, any of the Parties shall beentitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shallhave any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such terminationshall not be affected.9. Miscellaneous9.1 NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed tohave been effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectively given onthe third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Lender: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingFax: [REDACTED]Tel: [REDACTED]Attention: Yu HuangBorrower: Jianning DaiAddress: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingFax: [REDACTED]Tel: [REDACTED]9.2 Non-implied WaiverThe failure of one Party to exercise its rights to investigate the breach of any other Party under a special circumstance shall not be deemed asa waiver of such rights in other similar cases.9.3 SeverabilityIf any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, or in conflict with public interests underany applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not in any way be affected orimpaired. All Parties shall negotiate sincerely to reach an agreement to replace the invalid provision with a provision satisfactory to allParties.9.4 CopiesThis Agreement is made in Chinese. This Agreement and its amendment or any other agreements (or documents) submitted based upon thisAgreement can be executed in one or more counterparts. Any Party may sign one copy and send such copy by facsimile transmission to theother Parties, but shall forthwith send the original one. All signed documents shall constitute one and the same agreement (or documents),which shall become effective after all Parties sign one or more documents and send them to the other Parties (unless otherwise provided inthe original of such documents).9.5 AmendmentThis Agreement can be amended only upon execution of a written document by all Parties.[Signature Page to Loan Agreement]Lender (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Authorized agent:/s/ Yu HuangBorrower: Jianning DaiSignature:/s/ Jianning Dai Exhibit 4.20EQUITY PLEDGE AGREEMENTThis Equity Pledge Agreement (this “Agreement”) is made and entered into by the parties below on December 9, 2019 in Beijing:Pledgee:Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., a wholly foreign owned enterprise established in China with its registeredaddress at Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, BeijingPledgor:Jianning Dai, Chinese, ID No.: [REDACTED], address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingThe Pledgee and the Pledgor are hereinafter collectively referred to as the “Parties.” The name of the enterprise in which the Pledgor pledgedequity is Beijing Zhong Zhi Information Technology Academy. The subject matter of the pledge is 56% equity interests in the enterprise (i.e., 56%of the enterprise’s entire equity interests, representing RMB560,000 in the registered capital). The amount of the secured claim is RMB 560,000(i.e., securing 56% of the debts owed by the enterprise to the Pledgee). Through negotiations and by consensus, the Parties to this Agreement agreeas follows on the registration of the equity pledge:Whereas:The Pledgor, Jianning Dai, holds 56% equity interests of (i.e., RMB560,000 in the company’s registered capital) in Beijing Zhong Zhi InformationTechnology Academy (hereinafter referred to as “Beijing Zhong Zhi”). Beijing Zhong Zhi, an enterprise registered in Beijing, China engaged inengineering and technology research; technology development, technology transfer, technology consultation, technology service, organization ofcultural and artistic exchange activities (excluding performances).The Pledgee is a wholly foreign owned enterprise registered in Beijing, China, licensed by relevant government departments to lawfully engage inthe business of development and production of computer multimedia system software; provision of electronic and information technology services;as well as sales of self-produced products. The Pledgee and Beijing Zhong Zhi which is owned by the Pledgor have entered into the ExclusiveTechnical Consultancy and Services Agreement (hereinafter referred to as the “Service Agreement”) on December 9, 2019.In order to ensure that the Pledgee can collect consulting and services fees pursuant to the Service Agreement from Beijing Zhong Zhi which isowned by the Pledgor, the Pledgor hereby pledges all of its Equity Interests in Beijing Zhong Zhi to the Pledgee as a guarantee for the payment ofthe consulting and services fees under the Service Agreement. The Pledgor pledges its equity interests of 56% in Beijing Zhong Zhi (i.e., 56% ofthe enterprise’s entire equity interests, representing RMB560,000 in theregistered capital) The amount of the secured claim is RMB 560,000 (i.e., securing 56% of the debts owed by the enterprise to the Pledgee).NOW, THEREFORE, the Pledgor and the Pledgee, through negotiations on the principle of equality, agree as follows:1. DefinitionUnless otherwise provided in this Agreement, the following terms shall have the following meanings:1.1 Right of Pledge: as specified in Article 2 of this Agreement.1.2 Equity Interests: 100% of the equity interests held by the Pledgor in Beijing Zhong Zhi, representing RMB 560,000 in the registered capital.1.3 Term of Pledge: the term specified in Article 3 hereunder.1.4 Service Agreement: the Exclusive Technical Consultancy and Services Agreement entered into by Beijing Zhong Zhi and the Pledgee onDecember 9, 2019.1.5 Breach of Agreement: any circumstance specified in Article 6.1 hereunder.1.6 Notice of Breach: a notice sent by the Pledgee under this Agreement declaring a Breach of Agreement.1.7 Terms not specifically defined hereunder shall have the same meaning as the corresponding terms contained in the Service Agreement.2. Pledge and Right of Pledge2.1 The Pledgor pledges all its Equity Interests in Beijing Zhong Zhi to the Pledgee. The Right of Pledge means the priority right enjoyed by thePledgee to claim the consulting and services fees, which the Pledgee is entitled to under the Service Agreement from funds obtained throughconversion, auction or sale of the Equity Interests that the Pledgor pledges to the Pledgee.3. Term of PledgeThis Agreement shall become effective upon its execution by the authorized representatives of all Parties hereto on the date first written above. Thepledge of Equity Interests under this Agreement shall come into force upon the date when the pledge of Equity Interests hereunder is recorded inaccordance with applicable laws, and such pledge shall remain valid till December 8, 2029. The Term of Pledge can be extended for ten (10) yearsupon expiration, at the option of the Pledgee. Thereafter, the Pledgee is entitled to unilaterally extend the term of this Agreement, and the Pledgormust unconditionally consent to the Pledgee’s decision to extend the term of this Agreement.During the Term of Pledge, the Pledgee is entitled to exercise its Right of Pledge should Beijing Zhong Zhi not disburse part or all of the consultingand services fees under the Service Agreement.4. Custody of the Certificate for Pledge4.1 During the Term of Pledge under this Agreement, the Pledgee shall keep in custody the investment certificates of the Equity Interests in BeijingZhong Zhi and the register of shareholders of Beijing Zhong Zhi in which the pledge of the Equity Interests hereunder is recorded. Within one (1)week of the execution of this Agreement, the Pledgor shall deliver these aforesaid documents to the Pledgee.4.2 The Pledgee is entitled to collect dividends arising out of the Equity Interests.5. Representations and Warranties of the Pledgors5.1 The Pledgor is a PRC citizen with full capacity for civil act, with full and independent legal status, and is legally competent to sign, deliver andperform this Agreement. The Pledgor can sue or be sued in a litigation.5.2 The Pledgor is the lawful owner of the Equity Interests.5.3 The Pledgor can sign this Agreement without the consent of any third party.5.4 When exercising its Right of Pledge under this Agreement, the Pledgee shall not be interfered by any other party.5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by orbelonging to any third party, in the Equity Interests.5.6 Without the prior written consent of the Pledgee, the Pledgor shall not transfer the Equity Interests, nor shall it establish or permit to beestablished any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rightsand interests of the Pledgee.5.7 The Pledgor shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days afterreceiving any notice or decree issued or provided by relevant authorities, the Pledgor shall present such notice or decree to the Pledgee, andissue opinion on the aforesaid matters upon the reasonable request of the Pledgee.5.8 The Pledgor shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of thePledgor’s warranties and obligations, or affect the performance of the Pledgor’s obligations hereunder.5.9 The Pledgor hereby agrees that the Right of Pledge to be exercised by the Pledgee shall not be disrupted or impaired by the Pledgor, thePledgor’s successors, or trustees, or any other person.5.10 The Pledgor has full power to sign, deliver and perform this Agreement. This Agreement shall be signed and delivered by the Pledgor legallyand properly. This Agreement shall be binding upon the Pledgor and may be enforced against the Pledgor in accordance with the terms andconditions hereunder.5.11 The Pledgor shall complete the procedures for registration and filing with the relevant government departments, including but not limited tothe State Administration of Industry and Commerce in China (if needed).5.12 In the interests of the Pledgee, the Pledgor shall observe and perform all of the aforesaid warranties, undertakings, agreements, representationsand conditions. Should the Pledgor not perform or fully perform such warranties, undertakings, agreements, representations and conditions, itshall be liable for damages to the Pledgee for any loss suffered by the Pledgee arising therefrom.6. Breach of Agreement6.1 Any of the following events shall be deemed a Breach of Agreement:6.1.1 Beijing Zhong Zhi fails to promptly disburse the total consulting and services fees under the Service Agreement.6.1.2 Any of the representations and warranties contained in Article 5 are materially misleading or false, and/or the Pledgor breaches any ofthe representations and warranties contained in Article 5.6.1.3 The Pledgor breaches any of the terms and conditions of this Agreement.6.1.4 Unless otherwise agreed under Article 5.6, the Pledgor forfeits the Equity Interests pledged or transfer such Equity Interests withoutthe written consent of the Pledgee.6.1.5 Any loan, guaranty, indemnification, undertaking or other responsibility that Beijing Zhong Zhi owes to any third party (1) is requestedto be repaid or performed in advance due to breach of contract by Beijing Zhong Zhi; or (2) is due but not repaid or performed byBeijing Zhong Zhi such that the Pledgee believes that the capacity of Beijing Zhong Zhi to perform its obligations has been affectedthereby.6.1.6 The Pledgor fails to repay any of their own debts.6.1.7 This Agreement becomes illegal due to the publication of relevant laws or the Pledgor fails to continue performing their obligationshereunder.6.1.8 Any consent, approval or authorization by government organizations required to render this Agreement enforceable, legal, or valid isrescinded, terminated, invalidated or materially amended.6.1.9 Properties owned by the Pledgor has suffered an adverse change such that the Pledgee believes that the capacity of the Pledgor toperform its obligations has been adversely affected thereby.6.1.10 The successor or custodian of Beijing Zhong Zhi performs only part of, or refuses to perform, the payment obligations under theService Agreement.6.1.11 The Pledgee is unable to exercise its Right of Pledge under the relevant laws.6.2 The Pledgor shall notify the Pledgee in writing if the Pledgor becomes aware of, or finds out about, the occurrence of any of the events orcircumstances specified in Article 6.1 or occurrences that may lead to the aforesaid events or circumstances.6.3 Unless the events or circumstances specified in Articles 6.1 under this Agreement have been settled to the Pledgee’s satisfaction, the Pledgeemay send a Notice of Breach in writing to the Pledgor at any time during or after a Breach of Agreement by the Pledgor, requesting thePledgor to forthwith pay any and all debts under the Service Agreement and other debts due, or it may exercise its Right of Pledge inaccordance with the provisions contained in Article 7 hereunder.7. Exercise of Right of Pledge7.1 Before repaying in full the consulting and services fees under the Service Agreement, the Pledgor shall not transfer the Equity Interestspledged without the written consent of the Pledgee.7.2 The Pledgee shall send a Notice of Breach to the Pledgor when the Pledgee exercises its Right of Pledge.7.3 The Pledgee can exercise its Right of Pledge when it sends a Notice of Breach or at any time after sending such Notice in accordance with theprovisions contained in Article 6.3.7.4 The Pledgee has priority in receiving repayment from funds obtained through conversion, auction or sale of part or all of the Equity Interestsunder this Agreement pursuant to legal procedures, until the consulting and services fees remaining unpaid under the Service Agreement andall other payments due have been paid off.7.5 When the Pledgee exercises its Right of Pledge under this Agreement, the Pledgor shall not obstruct such exercise in any way and shallinstead render any necessary assistance so that the Pledgee can realize its Right of Pledge.8. Transfer8.1 Unless previously consented to in writing by the Pledgee, none of the Pledgor shall have any right to donate or transfer the rights andobligations under this Agreement.8.2 This Agreement shall be binding upon the Pledgor, the Pledgor’s successors and transferees of the Equity Interests pledged with the consentof the Pledgee, and shall remain a valid obligation on the Pledgee and any of its successors and transferees.8.3 The Pledgee can transfer, at any time, any and all rights and obligations under the Service Agreement to any person designated by thePledgee. Under such circumstances, the transferee shall have the same rights and obligations of the Pledgee under this Agreement as if it werea Party hereto. The Pledgor shall sign any relevant agreements and/or documents effecting such transfer upon the request of the Pledgee whenthe Pledgee transfers the aforesaid rights and obligations.8.4 If the identity of the Pledgee or Pledgor changes due to the aforesaid transfer of the rights and obligations herein, the new parties involved inthe pledge shall sign a new pledge agreement.9. Termination9.1 When the consulting and services fees under the Service Agreement are fully repaid and Beijing Zhong Zhi has performed all otherobligations under the Service Agreement, this Agreement shall be terminated.10. Expenses10.1 Any and all expenses relating to this Agreement, to the extent reasonable, including but not limited to the legal fees, production costs, stampduties and any other taxes and expenses, shall be borne by the Pledgor. Should the Pledgee pay any such expenses or taxes, the Pledgor shallfully reimburse the Pledgee for the aforesaid expenses or taxes paid by the Pledgee.10.2 The Pledgee may take any measure to claim from the Pledgor any such expenses or taxes arising under this Agreement or such other expensesor taxes that the Pledgor agreed to pay but has not yet paid. Any and all expenses (including but not limited to taxes and expenditures,handling charges, overhead expenses, legal costs, attorney’s fees and insurance premiums) arising out of the aforesaid claims shall be borneby the Pledgor.11. Force Majeure11.1 “Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even if foreseeable,as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances include, butare notlimited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot,insurgence or any other similar event.11.2 Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligationsshall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extendedautomatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeure event.11.3 Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inception ofthe force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of such event offorce majeure.11.4 If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts to minimizethe effects of any event of force majeure.11.5 If the force majeure event lasts over ninety (90) days and the Parties fail to reach any agreement on a just solution, any of the Parties shall beentitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shallhave any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such termination shallnot be affected.12. Dispute Resolution12.1 The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the MacauSpecial Administration Region.12.2 Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settledwithin thirty (30) days after the start of negotiations, it shall be submitted to the China International Economic and Trade ArbitrationCommission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration rules when such arbitration application wassubmitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitrationfees and other expenses in relation to such arbitration shall be borne by the losing Party.13. Notice13.1 Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress,it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to have beeneffectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectively givenon the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Pledgee: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Address: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Fax: [REDACTED] Tel: [REDACTED]Pledgor: Jianning Dai Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]14. Schedule14.1 The schedules contained herein constitute an integral part of this Agreement.15. Effectiveness15.1 This Agreement and any amendment, supplement or modification hereto shall be made in writing and come into force upon execution andseal of the Parties.15.2 This Agreement is made in Chinese with four (4) copies.[Signature Page to Equity Pledge Agreement]Pledgee (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent (Signature):/s/ Yu HuangPledgor: Jianning Dai Signature:/s/ Jianning Dai Exhibit 4.21SHAREHOLDER’S PROXY AGREEMENTThis Agreement is made and entered into by the Parties below on December 9, 2019 in Beijing.1. Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. (“Beijing Zhong Zhi Shi Zheng”) Registered Address: Room208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing.2. Beijing Zhong Zhi Information Technology Academy (“Beijing Zhong Zhi”) Registered Address: Room 1208, 12th Floor, Building No.2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing3. Jianning Dai (the “Shareholder”)PRC ID No.: [REDACTED]Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingWHEREAS1. The Shareholder is the current shareholder of Beijing Zhong Zhi, holding 56% of the equity interests in Beijing Zhong Zhi; and2. The Shareholder intends to appoint Beijing Zhong Zhi Shi Zheng to act as its proxy to exercise its voting rights in Beijing Zhong Zhi, andBeijing Zhong Zhi Shi Zheng intends to accept such appointment.The Parties through friendly negotiations hereby agree as follows:Article 1 Proxy1.1 The Shareholder hereby irrevocably appoints Beijing Zhong Zhi Shi Zheng, to act as proxy for the Shareholder to exercise its respectiverights described below (the “Proxy Rights”) which the Shareholder is entitled to as shareholder of Beijing Zhong Zhi under the Articles ofAssociation of Beijing Zhong Zhi then in effect:(1) to represent the Shareholder to attend meetings of shareholders (“Shareholders Meetings”) of Beijing Zhong Zhi;(2) to represent the Shareholder to vote on all matters to be discussed and resolved at the Shareholders Meeting;(3) to propose to convene interim Shareholders Meetings;(4) other shareholders’ voting rights under the Articles of Association of Beijing Zhong Zhi (including any other shareholders’ votingrights provided in the amendments to such Articles of Association, if any).1.2 The Shareholder shall recognize any legal consequence arising out of exercising the aforesaid Proxy Rights by Beijing Zhong Zhi Shi Zhengand shall bear corresponding responsibilities therefor.1.3 The Shareholder hereby confirms that Beijing Zhong Zhi Shi Zheng can exercise the aforesaid Proxy Rights without seeking the opinions ofthe Shareholders. Beijing Zhong Zhi Shi Zheng shall notify the Shareholder in a timely manner of any resolution, or any proposal to holdinterim Shareholders Meetings, after such resolution or proposal is made.Article 2 Rights to Know2.1 In order to exercise the Proxy Rights hereunder, Beijing Zhong Zhi Shi Zheng is entitled to inspect all relevant information about theoperations, businesses, customers, finances, employees and the like of Beijing Zhong Zhi, and refer to any relevant materials and documentsof Beijing Zhong Zhi and Beijing Zhong Zhi shall render its full cooperation.Article 3 Exercise of the Proxy Rights3.1 The Shareholder shall recognize that Beijing Zhong Zhi Shi Zheng may re-appoint, when necessary, specific person(s) in itself, to act asproxy for Beijing Zhong Zhi Shi Zheng to exercise any or all of its Proxy Rights within the scope of Article 1 and the Shareholder shall agreeto bear all corresponding legal responsibilities.3.2 The Shareholder shall render full assistance to Beijing Zhong Zhi Shi Zheng in exercising its Proxy Rights, including the timely signing ofresolutions of the Shareholders Meetings or other relevant legal documents of Beijing Zhong Zhi when necessary (e.g. upon the request ofgovernment departments to submit documents for examination and approval, registration and reference).3.3 If, at any time during the term of this Agreement and for any reason, the Proxy Rights hereunder cannot be granted or exercised (except forbreach of this Agreement by the Shareholder or Beijing Zhong Zhi), the Parties shall forthwith seek a substitute similar to this Agreement,and sign, when necessary, a supplemental agreement to amend or modify the terms and conditions herein in order to ensure the continuingperformance of this Agreement.Article 4 Exemption and Compensation4.1 The Parties hereby confirm that Beijing Zhong Zhi Shi Zheng shall not be required to bear any responsibility for, or make any compensation,financially or otherwise, to the other Parties or any third party, with respect to the exercise of the Proxy Rights under this Agreement.4.2 The Shareholder and Beijing Zhong Zhi hereby agree to indemnify Beijing Zhong Zhi Shi Zheng for, and hold it harmless against, all lossessuffered or likely to be suffered from exercising the Proxy Rights, including but not limited to any loss resulting from any litigation,collection, arbitration, claim or administrative investigation or punishment by governmental agency brought by any third party. However,losses due to intentional or serious misconduct of Beijing Zhong Zhi Shi Zheng shall not be compensated.Article 5 Representations and Warranties5.1 The Shareholder hereby represents and warrants as follows:5.1.1 It is a PRC citizen with full capacity for civil conduct, and has full and independent legal status and capacity to sign, deliver andperform this Agreement. It can become a party as the subject of litigation independently.5.1.2 It has full power to sign and deliver this Agreement and all other documents related to the transactions described herein and to besigned by such party and it has full power to complete the transactions described in this Agreement. This Agreement shall be bindingupon, and may be enforced against, such Party in accordance with the terms and conditions hereunder.5.1.3 It is a legal shareholder of Beijing Zhong Zhi at the time this Agreement comes into force. Other than the rights defined under thisAgreement, the equity pledge agreement entered into by the Shareholder and Beijing Zhong Zhi Shi Zheng, and the exclusive calloption agreement entered into by the Shareholder, Beijing Zhong Zhi Shi Zheng and Beijing Zhong Zhi, no third-party rights exist inthe Proxy Rights. Under this Agreement, Beijing Zhong Zhi Shi Zheng may fully and completely exercise such Proxy Rights inaccordance with the Articles of Association of Beijing Zhong Zhi then in effect.5.2 Beijing Zhong Zhi Shi Zheng and Beijing Zhong Zhi hereby respectively represent and warrant as follows:5.2.1 Each party is a company with limited liability duly organized and validly existing under the laws where it is registered, with thequalification of independent legal person and fully independent legal status, and is legally competent to execute, deliver and undertakethis Agreement. It can become a party as the subject of litigation independently.5.2.2 Each party has full power and authorization to sign and deliver this Agreement and all other documents related to the transactionsdescribed herein and to be signed by such party; and each party has full power and authorization to complete the transactions describedin this Agreement.5.3 Beijing Zhong Zhi hereby declares and warrants as follows:5.3.1 The Shareholders are all the legal shareholders registered in Beijing Zhong Zhi when this Agreement comes into force. Under thisAgreement, Beijing Zhong Zhi Shi Zheng can fully and completely exercise its Proxy Rights in accordance with the Articles ofAssociation of Beijing Zhong Zhi then in effect.Article 6 Term of this Agreement6.1 This Agreement shall come into force upon due execution on the date first written above. Unless it is agreed in writing by the parties hereinto terminate in advance, the term of this Agreement shall be extended indefinitely, provided that the Shareholder remains a shareholder ofBeijing Zhong Zhi.6.2 If the Shareholder transfers all its equity interest in Beijing Zhong Zhi with prior consent of Beijing Zhong Zhi Shi Zheng, such party shallno longer be a party herein, but the obligations and undertakings of the other parties herein shall not be affected.Article 7 Notice7.1 Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectivelygiven on the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Address: Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangBeijing Zhong Zhi Information Technology Academy Address: Room 1208, 12th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangJianning Dai Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]Article 8 Breach and Liabilities8.1 The parties herein hereby agree and confirm that if one party (“Breaching Party”) materially breaches any of the agreed terms andconditions under this Agreement, or materially fails to perform any of its obligations herein, such Breaching Party shall be deemed to havebreached this Agreement (“Breach”), any of the other non-breaching parties (“Non-Breaching Parties”) is entitled to request the BreachingParty to redress or take remedial measures within a reasonable time period. If the Breaching Party, within a reasonable time period or withinthirty (30) days upon receiving the written notice from any Non-Breaching Party requesting redress, but fails to redress or take remedialmeasures, then (1) Beijing Zhong Zhi Shi Zheng shall be entitled to terminate this Agreement and claim damages from the Breaching Partyshould the Shareholder or Beijing Zhong Zhi breach this Agreement; (2) the Non-Breaching Parties shall be entitled to claim damages butnot be entitled to terminate or abrogate this Agreement or the proxy herein should Beijing Zhong Zhi Shi Zheng breach this Agreement.8.2 Notwithstanding the other provisions herein, the validity of this Article shall not be affected by the suspension or termination of thisAgreement.Article 9 Miscellaneous9.1 This Agreement is made in Chinese with three (3) original copies in total, each Party to hold one.9.2 The Laws of the People’s Republic of China shall govern the conclusion, effectiveness, performance, amendment, interpretation andtermination of this Agreement. The Laws of the People’s Republic of China referred to herein does not include the laws of Taiwan, the HongKong Special Administration Region or the Macau Special Administration Region.9.3 Any dispute arising hereof or other relevant disputes shall be settled through negotiations. If such dispute cannot be settled within thirty(30) days after the negotiations start, it shall be submitted to the China International Economic and Trade Arbitration Commission andarbitrated in Beijingin accordance with the arbitration rules of such arbitration commission. The arbitration award shall be accepted as final and binding upon theParties.9.4 Any rights, power or remedy of the parties under any term and conditions herein shall not deprive such parties of any other rights, power orremedy under the laws and this Agreement. A party’s exercise of its rights, power and remedy shall not affect the exercise of its other rights,powers and remedies.9.5 One party’s failure to exercise or delay in exercising any of its rights, powers or remedies (“Rights of Such Party”) under this Agreement orlaws shall not lead to the waiver of the Rights of Such Party. Any individual or partial waiver of the Rights of Such Party shall not deprivesuch party’s rights in exercising in other ways of the Rights of Such Party or exercise other rights of such party.9.6 The title of each article is for reference and shall under no circumstance be used for, or affect, the interpretation of the terms and conditionshereunder.9.7 Any of the terms and conditions hereunder can be severed and independent from the others. If one or more of such terms and conditions shallbe invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining terms and conditions hereunder shall not be inany way affected or impaired.9.8 Any amendment and supplement to this Agreement shall be made in writing, and come into force upon proper signature by the parties herein.9.9 Without the prior written consent of the other parties herein, any party shall not transfer any of its rights and/or obligations hereunder to anythird party.9.10 This Agreement shall be binding upon each party’s legal successors and transferees permitted by the other parties as if they were acontracting party to this Agreement.[Signature Page to Shareholder’s Proxy Agreement]Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. (Seal)Legal representative or authorized agent(Signature):/s/ Yu HuangBeijing Zhong Zhi Information Technology Academy (Seal)Legal representative or authorized agent(Signature):/s/ Yu HuangJianning DaiSignature:/s/ Jianning Dai Exhibit 4.22OPERATING AGREEMENTThis Agreement is made and entered into by the Parties below on December 9, 2019 in Beijing.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Registered Address: Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, BeijingParty B: Beijing Zhong Zhi Information Technology AcademyRegistered Address: Room 1208, 12th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingParty C: Jianning DaiAddress: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingWHEREAS:1. Party A is a wholly foreign owned enterprise established in People’s Republic of China (“China”);2. Party B is a collective ownership (stock cooperative) enterprise registered in China, with the approval of Beijing Administration of Industryand Commerce to engage in engineering and technology research; technology development, technology transfer, technology consultation,technology service, organization of cultural and artistic exchange activities (excluding performances);3. Party A and Party B have established a business relationship through an Exclusive Technical Consultancy and Services Agreement;4. Pursuant to the Exclusive Technical Consultancy and Services Agreement between Party A and Party B, Party B shall pay Party A certainspecified amounts, which have not yet been paid by Party B, while Party B’s daily operations have a material effect on the ability of Party Bto pay such remuneration to Party A;5. Party C is a shareholder of Party B, holding 56% equity interests in Party B;6. Party A, Party B and Party C hereby agree to further identify matters in relation to the operation of Party B’s business pursuant to thisAgreement.NOW, THEREFORE, the Parties hereof through negotiation agree as follows:1. When Party B enters into a business contract or agreement with any third party (“Third Party”) and is in line with the relevant terms andconditions hereunder, Party A hereby agrees that it shall sign, with such Third Party upon its request, a written agreement to be theperformance guarantor of Party B by furnishing complete guaranty for Party B’s performance under such contract or agreement in order toensure the normal operation of Party B’s business. As counter security, Party B hereby agrees that it shall mortgage to Party A its accountsreceivable and all of its assets.2. In accordance with the provisions of Article 1 and in order to guarantee the performance of all business agreements, including the ExclusiveTechnical Consultancy and Services Agreement, between Party A and Party B, and the disbursement of all accounts payable by Party B toParty A under the Exclusive Technical Consultancy and Services Agreement, Party B and its shareholder Party C, hereby agrees that Party B,without the prior written consent of Party A or its designee, shall not engage in any transaction that may materially affect the assets,obligations, rights and operations of Party B, including but not limited to the following:2.1 borrowing money or undertaking any obligation from any Third Party;2.2 selling to or acquiring from any Third Party any assets or rights, including but not limited to any intellectual property rights;2.3 providing security with the title of its assets or intellectual property rights for the benefit of any Third Party; and2.4 Transferring rights and obligations herein to any Third Party.3. In order to guarantee the performance of all business agreements, including the Exclusive Technical Consultancy and Services Agreement,between Party A and Party B, and the payment of all accounts payable by Party B to Party A under the Exclusive Technical Consultancy andServices Agreement, Party B and its shareholder, Party C, hereby agree to accept (1) company policies and instructions provided by Party Afrom time to time on the employment and termination of working staff, daily operations and management, and financial management systemsand other similar policies; and (2) annual budget of Party B shall be reviewed and approved by Party A. The scope of the review includes butnot limited to profit forecast, working capital, pricing strategy and payment policy. Operating costs of Party B shall not exceed the annualbudget approved by Party A.4. Party B and its shareholder, Party C, hereby agree that Party B and Party C shall appoint the persons designated by Party A to be the directorsof Party B, and senior management personnel employed by, and as designated by, Party A to be the general manager, chief financial officerand other senior management personnel of Party B. If the aforesaid directors or senior management personnel designated by Party A leaveParty A, regardless of whether they resign or are dismissed by Party A, such persons shall lose the qualification of being in charge of any postof Party B.Under such circumstances, Party B and Party C shall appoint other senior management personnel designated by Party A to assume such posts.5. Party C hereby agrees that they shall, concurrently with the execution this Agreement, execute a corresponding Shareholders’ ProxyAgreement under which Party C shall authorize and entrust Party A or a person designated by Party A to exercise any and all shareholders’rights of Party C to vote pursuant to provisions of laws and Party B’s Articles of Association.6. Party B and its shareholder, Party C, hereby agree and confirm that, apart from the agreed provisions in Article 1 herein, if Party B is in needof any other guaranty for Party B’s performance or security for borrowing to finance its working capital, it shall first seek guaranty or securityfrom Party A. Under such circumstances, Party A is entitled to decide whether to furnish proper guaranty or security for Party B based onParty A’s own judgment. If Party A decides not to furnish such guaranty or security for Party B, it shall notify Party B in writing in time, andthereafter, Party B can seek guaranty or security from any Third Party. Party A hereby agrees and confirms that in the event of serious lossesin Party B’s business and operations, Party A is obliged to provide appropriate financial support or other forms of financial assistance atreasonable request of Party B. The specific form and plan of assistance shall be determined by negotiation between Party A and Party Baccording to the specific at-then circumstances of Party B.7. In case of the termination or expiry of any agreement between Party A and Party B, Party A is entitled, but not obligated, to terminate allagreements between Party A and Party B, including but not limited to the Exclusive Technical Consultancy and Services Agreement.8. Amendments and supplements to this Agreement shall be made in writing. Such amendments and supplements properly signed by the Partiesshall constitute an integral part of this Agreement with the same validity.9. This Agreement shall be governed by and interpreted in accordance with the PRC law. The PRC law referred to herein does not include thelaws of Taiwan, the Hong Kong Special Administration Region or the Macau Special Administration Region.10. Dispute SettlementAny dispute arising from the interpretation of or the performance of the terms and conditions hereunder shall be settled through bona fidenegotiations. If such dispute cannot be so settled, it may be submitted by any Party to the China International Economic and Trade ArbitrationCommission and arbitrated in Beijing, China pursuant to the current arbitration rules. The language for arbitration will be Chinese. Thearbitration award shall be accepted as final and binding upon the Parties.11. NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectively givenon the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Address: Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty B: Beijing Zhong Zhi Information Technology AcademyAddress: Room 1208, 12th Floor, Building 2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty C: Jianning DaiAddress: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]12. This Agreement shall come into force upon signature by authorized representatives of the Parties hereof on the date contained at thebeginning. This Agreement shall remain valid for ten (10) years unless it is terminated in advance pursuant to the terms and conditionshereunder. Party B and Party C hereby agree that the term of this Agreement, upon Party A’s confirmation before termination, can be extendedto a date designated in Party A’s written confirmation.13. This Agreement shall be terminated on the expiry date unless validity of the terms and conditions concerned herein is extended. During theterm, Party B and Party C shall not terminate thisAgreement. Notwithstanding the above, Party A can terminate this Agreement at any time by notifying Party B and Party C in writing thirty(30) days in advance.14. This Agreement shall be binding upon each Party’s successors and transferees permitted under this Agreement in the same effect as if theywere contracting parties to this Agreement.[Signature Page to Operating Agreement]Party A (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yu HuangParty B (Seal): Beijing Zhong Zhi Information Technology AcademyLegal representative or authorized agent(Signature):/s/ Yu HuangParty C: Jianning DaiSignature:/s/ Jianning Dai Exhibit 4.23EXCLUSIVE TECHNICAL CONSULTANCY ANDSERVICES AGREEMENTThis Exclusive Technical Consultancy and Services Agreement (this “Agreement”) is made and entered into by the Parties below on December 9,2019 in Beijing:Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Registered Address: Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, BeijingParty B: Beijing Zhong Zhi Information Technology AcademyRegistered Address: Room 1208, 12th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingWHEREAS:( 1 ) Party A is a wholly foreign owned enterprise registered and established on June 5, 2007 in Beijing, China, and engages in the business ofdevelopment and production of computer multimedia system software; provision of electronic and information technology services; as well assales of self-produced products;( 2 ) Party B is a collective ownership (stock cooperative) enterprise with independent legal personality registered and established on September10, 2008 in Beijing, China, and, as approved by Beijing Industry and Commerce Administration, is authorized to engage in engineering andtechnology research; technology development, technology transfer, technology consultation, technology service, organization of cultural andartistic exchange activities (excluding performances).( 3 ) Party A hereby agrees to provide technical consulting and related services to Party B, and Party B agrees to accept such consulting andrelated services.Party A and Party B are hereinafter each referred to as a “Party” and, collectively, the “Parties.”NOW, THEREFORE, both Parties hereof through negotiations on the principle of equality agree as follows:1. Technical Consulting and Related Services1.1 During the term of this Agreement, Party A, as a provider of technical consulting and related services, hereby agrees to provide Party B withthe technical consulting and related services specified in Schedule I under the terms and conditions contained herein.1.2 Party B hereby agrees to accept such technical consulting and related services provided by Party A. Party B further agrees that it shall not,without the prior written consent of Party A, accept the aforesaid technical consulting and related services provided by any third party not aParty hereto during the term of this Agreement.2. Exclusive Rights2.1 Any and all rights, ownership interests and intellectual property rights including but not limited to copyrights, patents, technical know-howand trade secrets, no matter whether developed by Party A, or developed by Party B based on Party A’s intellectual property rights or servicesprovided by Party A, shall be the exclusive property of Party A.3. Fee for Technical Consulting and Related Services (the “Consulting and Services Fee”)3.1 Party B hereby agrees to calculate and pay the fees for the technical consulting and related services arising hereunder pursuant to the methodspecified in Schedule II.4. Guaranty for the Performance of this Agreement4.1 In order to guarantee Party B’s payment to Party A of the Consulting and Services Fee, Tianquan Mo and Yu Huang, as shareholders of PartyB, are willing to pledge their equity interests to Party A and to sign a separate Equity Pledge Agreement with Party A.5. Effectiveness and Term5.1 This Agreement shall come into force upon its execution on the date first written above.5.2 This Agreement shall remain valid for ten (10) years.5.3 Party B hereby agrees that the term of this agreement shall be extended automatically for another ten (10) years unless Party A sends to PartyB a written notice terminating this Agreement within six (6) months prior to the expiry date of this Agreement. Thereafter, Party A has theright to unilaterally extend the term of this Agreement in accordance with the aforementioned methods. Party B shall unconditionally consentto Party A’s request for extension of the term.6. Termination6.1 This Agreement shall terminate on the expiry date unless it is terminated in advance in accordance with Article 6.2 hereunder.6.2 During the term hereof, Party B may not terminate this Agreement prior to its expiry date unless any act of Party A constitutes a grossnegligence, a violation of law, bankruptcy or a materialbreach of this Agreement. Party A, however, is entitled to terminate this Agreement at any time provided that it notifies Party B in writingthirty (30) days in advance.7. Representations and Warranties7.1 Party A hereby represents and warrants as follows:7.1.1 Party A is a company duly registered and validly existing under the PRC law.7.1.2 Party A has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform thisAgreement.7.1.3 The execution and performance of this Agreement or observance of the terms and provisions hereof by Party A shall not:a) violate any law, regulation, rule, court order, judgment, finding, ban or mandate of government; orb) be in conflict with or contradict any term, provision, condition or prescription under any agreement, contract or document of PartyB, restrict Party B’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.7.1.4 This Agreement, upon its execution, shall be legal, valid and binding upon Party A and shall be enforceable in accordance with theterms and conditions herein.7.2 Party B hereby represents and warrants as follows:7.2.1 Party B is an enterprise duly registered and validly existing under the PRC law, and is authorized to engage in engineering andtechnology research; technology development, technology transfer, technology consultation, technology service, organization ofcultural and artistic exchange activities (excluding performances).7.2.2 Party B has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform thisAgreement.7.2.3 The execution and performance of this Agreement and the observance of the terms and provisions hereunder by Party B shall not:a) violate any law, regulation, rule, court order, judgment, finding, ban or mandate of government; orb) be in conflict with or contradiction to any term, provision, condition or prescription under any agreement, contract or document ofParty B or restrict Party B’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.7.2.4 This Agreement, upon its execution, shall be legal, valid and binding upon Party B and shall be enforceable in accordance with theterms and conditions herein.8. Taxation8.1 All taxes arising out of a Party’s performance of this Agreement shall be borne by such Party.9. Confidentiality9.1 Each Party hereby agrees that it shall make every endeavor and take all reasonable measures to keep confidential the other Party’s confidentialmaterials and information (“Confidential Information”) known or acquired by such Party due to the entry into and performance of thisAgreement. Without prior written consent of the owner of the aforesaid Confidential Information, the other Party shall not divulge, grant ortransfer to any third party such Confidential Information. Upon the termination of this Agreement, such Party shall return to the owner of suchConfidential Information upon its request, or destroy any documents, materials, software or other sources carrying such ConfidentialInformation, delete any such Confidential Information from any memory device and shall cease using such Confidential Information.9.2 Both Parties hereby agree that this article shall remain valid no matter whether this Agreement is amended, cancelled or terminated.10. Indemnification10.1 Each Party shall indemnify the other Party for, and hold the other Party harmless against, any loss, damage, obligation or expense resultingfrom any litigation, claim or other request to the other Party which occurs or arises out of the other Party’s performance of its obligationsunder this Agreement and any of its business contracts.11. Governing Laws and Dispute Resolution11.1 The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the MacauSpecial Administration Region.11.2 Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settledwithin thirty (30) days after the start of negotiations, it shall be submitted to the China International Economic and Trade ArbitrationCommission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration rules when such arbitration application wassubmitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitrationfees and other expenses in relation to such arbitration shall be borne by the losing Party.12. Force Majeure12.1 “Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even if foreseeable,as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances include, butare not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot,insurgence or any other similar event.12.2 Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligationsshall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extendedautomatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeure event.12.3 Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inception ofthe force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of such event offorce majeure.12.4 If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts to minimizethe effects of any event of force majeure.12.5 If the force majeure event lasts over ninety (90) days and the Parties fail to reach any agreement on a just solution, any of the Parties shall beentitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shallhave any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such termination shallnot be affected.13. Miscellaneous13.1 NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by thepostmark), or notices sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they weresent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Address: Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty B: Beijing Zhong Zhi Information Technology AcademyAddress: Room 1208, 12th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu Huang13.2 Non-implied WaiverThe failure of one Party to exercise its rights to investigate the breach of the other Party under a special circumstance shall not be deemed as awaiver of such rights in other similar cases.13.3 SeverabilityIf any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, or in conflict with public interests underany applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not in any way be affected orimpaired. Both Parties shall negotiate sincerely to reach an agreement to replace the invalid provision with a provision satisfactory to bothParties.13.4 Non-transferWithout the prior written consent of the other Party, one Party may not transfer this Agreement or any rights or obligations hereunder. ThisAgreement shall be binding upon each Party’s successors and transferees permitted under this Agreement in the same effect as if they werecontracting parties to this Agreement.13.5 CounterpartsThis Agreement is made in Chinese. This Agreement and any amendment hereto may be executed in counterparts. Either Party may sign onecopy and send such copy by facsimile transmission to the other Party, but shall forthwith send the original one. All signed documents shallconstitute one agreement, which shall come into force after both Parties sign one or more documents and send them to the other Party hereof(unless otherwise provided in the original of such documents).13.6 AmendmentThis Agreement can be amended only upon execution of a written document by both Parties.[Signature Page to Exclusive Technical Consultancy and Services Agreement]Party A (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent (Signature):/s/ Yu HuangParty B (Seal): Beijing Zhong Zhi Information Technology AcademyLegal representative or authorized agent (Signature):/s/ Yu HuangSchedule I: Content of Technical Consulting and Related ServicesParty A shall provide Party B with consulting and related services, excluding the advertising marketing business and financial business, such as:1. technical support and professional training necessary for business operation of Party B;2. information and database support and provision of software products for Party B’s business;3. installation, commissioning, maintenance and technical support for Party B’s computer system; and4. office network addition and maintenance and website security service.Schedule II: Mode of Calculation and Payment of the Consulting and Services Fees1. Fees for consulting and related services to be charged by Party A from Party B shall be calculated as follows:(1) According to the time for services provided to Party B by Party A’s technical personnel during normal working hours. The fees forservices by Party A’s employees will be calculated as the sum of the products of each person’s rate at their respective level and thenumber of hours worked; and(2) Both Parties hereby agree to negotiate separately about the charging standards of the services not contained in (1) provided by Party A.The Consulting and Services Fee to be paid by Party B shall comprise the fees in the foregoing (1) and (2).2. Party A shall notify Party B, prior to the fifth day of each month, with respect to the Consulting and Services Fees for the prior month, andParty B shall, within two (2) days after receiving such notice, pay the whole amount of the aforesaid Fee to an account designated by Party A.3. If Party A believes that for some reason, the determination mechanism of the Consulting and Services Fees stipulated in this Schedule cannotbe applied and needs to be adjusted, Party B shall actively and sincerely negotiate with Party A to determine new charging standard ormechanism within ten (10) working days after Party A requests for adjustment in writing. If Party B does not reply within ten (10) workingdays after receiving the above adjustment request, it shall be deemed to consent to the adjustment of the Consulting and Services Fees. At therequest of Party B, Party A shall also negotiate with Party B to adjust the Consulting and Services Fees. For the avoidance of doubt, anyadjustment to the Consulting and Services Fees must be approved by Party A. Exhibit 4.24EXCLUSIVE CALL OPTION AGREEMENTThis Exclusive Call Option Agreement (this “Agreement”) is made and entered into by the Parties below on December 9, 2019.(1) Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., a company with limited liability duly incorporated and validly existingunder the PRC laws with its registered address at Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun SouthStreet, Haidian District, Beijing (“Party A”);(2) Jianning Dai, ID No.: [REDACTED], address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing (“Party B”);(3) Beijing Zhong Zhi Information Technology Academy, a collective ownership (stock cooperative) enterprise duly registered and validlyexisting under the PRC laws with its registered address at Room 1208, 12th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street,Fengtai District, Beijing (“Party C”); and(4) China Index Holdings Limited, a company with limited liability validly existing in Cayman Islands with its business address at Tower A, No.20 Guogongzhuang Middle Street, Fengtai District, Beijing (“Party D”);In this Agreement, Party A, Party B, Party C and Party D are each referred to as a “Party” and collectively, the “Parties.”WHEREAS:1. Party B holds 56% equity interests in Party C.2. Party A and Party C entered into an exclusive technical consultancy and services agreement (the “Exclusive Technical Consultancy andServices Agreement”) on December 9, 2019.Party B and Party A entered into an equity pledge agreement (the “Equity Pledge Agreement”) on December 9, 2019.NOW, THEREFORE, the Parties through negotiations hereby agree as follows:1. Transfer of Equity Interest1.1 Granting of RightsParty B hereby irrevocably grants Party A or one or more persons designated by Party A (each, a “Designated Person”) an irrevocable andexclusive right to purchase (the “Call Option”) fromParty B the whole or a part of the equity interest in Party C held by Party B (the “Target Equity”) exercisable by Party A at its own optionand at the price set forth in Article 1.3 herein pursuant to any applicable PRC laws. Unless the prior written consent of Party A and itsDesignated Person has been obtained, Party B shall not sell, transfer or dispose of the Target Equity in any way to any other person. Party Chereby agrees to Party B’s granting to Party A the Call Option. The reference to “person” in this Section and this Agreement are to a naturalperson, legal person or non-legal person entity.1.2 Exercise ProcedureParty A shall exercise its Call Option in accordance with the relevant PRC laws and regulations. When exercising its aforesaid Call Option,Party A shall send to Party B a written notice (a “Notice of Equity Purchase”) and such Notice shall contain the following matters: (a) thedecision of Party A to exercise the Call Option; (b) the number of shares to be purchased by Party A; and (c) purchase date and transfer dateof the equity interests.1.3 Equity PriceUnless valuation is required by applicable laws, the price for the Target Equity (the “Equity Price”) shall be equal to the actual amount ofcapital injection subscribed by Party B for the Target Equity.1.4 Transfer of Target EquityWhenever Party A is to exercise its Call Option:(a) Party B shall instruct Party C to hold a shareholders meeting in time, and a resolution shall be passed during such meeting that approvesParty B’s transfer of its equity interests in Party C to Party A and/or its Designated Person.(b) Party B shall sign an equity interest transfer agreement with Party A (or its Designated Person, as applicable) in accordance with thisAgreement and the Notice of Equity Purchase.(c) The relevant Parties shall sign all other necessary contracts, agreements or documents, obtain all necessary governmental approval andconsent, take all necessary actions to transfer, without attaching any Security Interests, the ownership of the Target Equity to Party Aand/or the Designated Person; and cause Party A and/or the Designated Person to become the registered owner of the aforesaid TargetEquity. For the purposes of this Section and this Agreement, “Security Interests” include liens, warrants, mortgages, pledges, rights andinterests of a third party, any right to purchase, right to procure, right of priority, right to setoff, withholding of ownership, or othersecurity arrangement; provided, however, that the “Security Interests’’ exclude any lien or security interests under this Agreement andthe Equity Pledge Agreement.(d) Before Party A and/or the Designated Person exercise the Call Option, Party B may, with the prior written consent of Party A and/or theDesignated Person, transfer to a third party other than Party A and/or the Designated Person the Target Equity, and such third party shallsucceed to all obligations, undertakings, representations and warranties of Party B under this Agreement as if it had been a Party hereof.1.5 PaymentThe parties to this Agreement agree that, from the effective date of this Agreement, Party A has the exclusive right to purchase, unlessdisclosed to Party A and with the prior written permission of Party A, in accordance with the provisions agreed in this Agreement, the entireequity interests of Party B in Party C at the minimum price allowed by the PRC laws and regulations and such purchase may be made byParty A or its designated third party at any time. Such exclusive right to purchase shall be granted to Party A after this Agreement is executedby the parties and becomes effective, and such authorization shall be irrevocable or unchangeable within the term of this Agreement oncegranted.2. Undertakings in Relation to Equity Interest2.1 Party C’s UndertakingsParty C hereby undertakes:(a) Without the prior written consent of Party A, Party C shall not supplement, amend or otherwise modify any document in any way thatrelates to the constitution of Party C, increases or reduces its registered capital, or changes the structure of its registered capital in anyother way;(b) Party C shall maintain its corporate existence, operate and deal with its business diligently and effectively in accordance with goodfinancial and commercial standards and practices;(c) Without the prior written consent of Party A, Party C shall not, in any way at any time after the execution of this Agreement, sell,transfer, mortgage or dispose of any of its legal rights and interests in relation to its assets, business or income, or allow the existence ofany other Security Interests thereon;(d) Without the prior written consent of Party A, no debts may be incurred by, or be succeeded to or warranted or allowed to exist in, PartyC, except the following debts: (i) debts incurred in the normal or daily business operations, and (ii) debts disclosed to and incurred withprior consent in writing by Party A;(e) Party C shall continue to operate all of its business normally in order to maintain the value of its assets, and may not perform any act orfail to perform an act that may materially affect its operations and the value of its assets;(f) Without the prior written consent of Party A, Party C may not sign any material contract, the value of which is over RMB 100,000,except for any contract in its normal course of business;(g) Without the prior written consent of Party A, Party C may not provide any loan or security/warranty for any other party;(h) Upon Party A’s request, Party C shall provide all materials in relation to its operations and financial condition to Party A;(i) Party C shall, with Party A’s consent, purchase and maintain insurance, the amount and specific coverage of which shall be the same asthose taken out by companies in similar businesses with similar properties or assets in the same area;(j) Without the prior written consent of Party A, Party C may not consolidate or merge with any party, acquire any party, or invest in anyparty;(k) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation tothe assets, business and income of Party C;(l) In order to maintain Party C’s ownership of all of its assets, Party C shall sign and deliver all necessary or proper documents, take allnecessary or proper actions, lodge all necessary or proper complaints or raise all necessary or proper defenses against all claims;(m) Without the prior written consent of Party A, Party C may not declare or pay dividends to its of Party C, provided however that, uponParty A’s request, Party C shall forthwith distribute all of its distributable profits to its respective shareholders as permitted by laws andregulations (including but not limited to laws and regulations related to tax collection and management); and(n) Upon Party A’s request, Party C shall appoint the person designated by Party A to take up any directorship at Party C.2.2 Party B’s UndertakingsParty B hereby undertakes:(a) Without the prior written consent of Party A, Party B shall not in any way at any time after the signing of this Agreement sell, transfer,mortgage or dispose of any of its legal rights and interests in relation to the equity interests in Party C held by Party B, or allow theexistenceof any other Security Interests therein, except for the pledge of the equity interests in Party C held by Party B under the Equity PledgeAgreement;(b) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, any action to sell,transfer, mortgage or dispose of any of its legal rights and interests in relation to any equity interests in Party C, or allow the existence ofany other Security Interests therein, except for the pledge of such equity interests in Party C held by Party B under the Equity PledgeAgreement;(c) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, that Party C is toconsolidate or merge with any party, acquire any party, or invest in any party;(d) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation tothe equity interests in Party C held by Party B;(e) It shall cause the shareholders meetings of Party C to vote for the transfer of the Target Equity under this Agreement;(f) In order to maintain the ownership of all of the equity interests held by Party B in Party C before transferring such equity interests toParty A, Party B shall sign and deliver all necessary or proper documents, take all necessary or proper actions, and raise all necessary orproper claims or all necessary or proper defenses against all claims;(g) Upon Party A’s request, Party B shall appoint the person designated by Party A to take up any directorship at Party C;(h) Upon Party A’s request, Party B shall unconditionally transfer its equity interests in Party C forthwith to Party A and/or the DesignatedPerson and to disclaim and give up any preemptive or priority right to purchase Party C’s equity interests;(i) Party B shall strictly comply with provisions in this Agreement and other contracts contemplated hereunder by the Parties jointly orseparately, perform its obligations hereunder and thereunder, and not perform any act or fail to perform an act that may materially affectthe validity and enforceability of this Agreement; and(j) Upon Party A’s request, Party B shall forthwith pay all the distribution profits it has obtained from Party C to Party A.3. Representations and WarrantiesParty B and Party C hereby, on the signing date of this Agreement and each date of transfer of the Target Equity, jointly and severallyrepresent and warrant to Party A as follows:(a) Each Party is legally competent and has the right to sign and deliver this Agreement, to sign pursuant to this Agreement any equitytransfer agreement (collectively referred to as “Transfer Agreement”) to transfer the Target Equity, and to perform its obligationshereunder and under any Transfer Agreement. This Agreement and any Transfer Agreement, upon execution, shall be legal, valid andbinding upon each Party and may be enforced against each Party in accordance with their terms and conditions;(b) The execution and delivery of this Agreement or any Transfer Agreement or the performance by each Party of its obligations hereunderor under any Transfer Agreement shall not (i) lead to a violation of any relevant PRC laws, (ii) be in conflict with or contradiction to thearticles of association or any other constitutional documents of Party B and Party C, (iii) lead to a violation or breach of any contract ordocument of which Party B or Party C is a party or by which it is bound, (iv) lead to a violation of any conditions affecting the grant orvalidity of any license or approval of Party B or Party C, or (v) lead to the suspension or cancellation of any license or approval, orimposition of additional conditions for such license or approval;(c) Party B owns all of the equity interests in Party C, and unless permitted in the Equity Pledge Agreement, Party B has no SecurityInterests in the aforesaid assets;(d) Party C does not have any other unpaid debts, except for (i) debts incurred in its normal business operations and (ii) debts disclosed toand incurred with Party A’s prior consent in writing; and(e) No litigation, arbitration or administrative proceedings in relation to the equity interests in Party C or Party C’s assets are currently on-going, pending, or likely to occur.4. Effective Date and TermThis Agreement shall come into force upon execution on the date first written above and shall remain valid for ten (10) years. It may beextended for an additional ten (10) years at Party A’s option. Thereafter, Party A is entitled to unilaterally extend the term of this Agreementin accordance with the aforementioned methods. Party B shall unconditionally consent to Party A’s decision to extend the term of thisAgreement.5. Governing Law and Dispute Resolution5.1 Governing LawThe PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the MacauSpecial Administration Region.5.2 Dispute ResolutionAny dispute arising out of this Agreement or other related disputes shall be settled first through friendly negotiations. If such dispute cannotbe so settled within thirty (30) days after one Party sends a written notice to another Party, it may be submitted by either Party to the ChinaInternational Economic and Trade Arbitration Commission and be arbitrated in Beijing, China in accordance with its arbitration rules. Thearbitration award shall be accepted as final and binding upon all Parties.6. Taxation and ExpensesEach Party shall bear any and all taxation, cost and expenses that occur to such Party under the PRC laws for the transfer and registration forthe Target Equity and for the preparation and execution of this Agreement and any Transfer Agreement and the performance and completionof the transactions contemplated under this Agreement and any Transfer Agreement.7. NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows: (A) Notices given by personal delivery shall be deemed effectively given on the date ofpersonal delivery; (B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after thedate on which they were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemedeffectively given on the third (3rd) day after they were sent to such courier service agency; and (C) Notices sent by facsimile transmissionshall be deemed effectively given on the first (1st) business day following the date of transmission, as indicated on the document.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Address: Room 208A, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty B: Jianning DaiAddress: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]Party C: Beijing Zhong Zhi Information Technology AcademyAddress: Room 1208, 12th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty D: China Index Holdings LimitedAddress: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu Huang8. ConfidentialityThe Parties hereby acknowledge and confirm that any oral or written materials exchanged between the Parties in relation to this Agreementare confidential materials. Each Party hereby agrees that it shall keep confidential any other Party’s confidential materials. Without the priorwritten consent of such other Party, such Party shall not disclose to any third party such confidential materials, unless in the following cases:(a) such materials are known or to become known by public (not disclosed to public by such Party through its own fault); (b) applicable lawsrequire disclosure of such materials; or (c) such materials are disclosed, in relation to the transactions contemplated in this Agreement, to suchParty’s legal, financial and other consultants who are subject to similar confidentiality provisions. Any disclosure of such confidentialmaterials by any working staff or institution of any Party shall be deemed as disclosure of confidential materials by such Party, and such Partyshall bear responsibilities. This section shall remain valid whether or not this Agreement has terminated due to any reason.9. Further WarrantiesThe Parties hereby agree to sign, as soon as possible, all reasonable and necessary documents or documents conducive to the Parties for thepurposes of performing this Agreement, and further take all reasonable and necessary actions or actions conducive to the Parties for thepurposes of performing this Agreement.10. Miscellaneous10.1 Modification, Amendment and SupplementAny modification, amendment and supplement to this Agreement shall be made upon written consent by the Parties.10.2 Observance of Laws and RegulationsThe Parties shall observe all PRC laws and regulations and confirm that each Party’s operations fully comply with such laws and regulations.10.3 Complete AgreementExcept for the written modification, amendment and supplement to this Agreement after its signing, this Agreement shall constitute thecomplete Agreement made by the Parties in relation to the aforesaid matters.10.4 TitleThe titles in this Agreement are for convenience only and shall not be used for interpretation, description or other purposes that may affect themeanings of provisions herein.10.5 LanguageThis Agreement is made in Chinese in five (5) originals.10.6 SeverabilityIf any of the terms or conditions hereunder or any portion thereof shall be invalid, illegal, or unenforceable under any applicable PRC laws,the validity, legality and enforceability of the remaining provisions hereunder shall not be in any way affected or impaired. The Parties shallnegotiate in good faith to reach an agreement on a provision to replace the invalid. The economic effect resulting from such valid provisionsshall be equal to that from the invalid, illegal or unenforceable provisions.10.7 SuccessorThis Agreement is binding upon each Party’s successors and transferees of equity interest, as if they were the contracting Parties hereof.10.8 Continuous ValidityAny obligations due or becoming due before the expiry of this Agreement shall continue to be valid after the expiry.10.9 Non-waiverThe failure of any Party to exercise its rights to investigate the breach of any other Party in any specific case shall not be deemed a waiver ofsuch rights in any other cases alike or not.11. Special clauseAll parties are aware and acknowledge that Party A is a wholly-owned subsidiary of Party D, and Party A is designated by Party D to enter into thisAgreement.The Parties agree that, to the extent permitted by PRC laws, Party D has the right to replace Party A at any time, or designate one or more persons(the “Designated Persons”) to replace Party A in accordance with steps determined by Party D at its own discretion, to succeed to allresponsibilities, rights and obligations of Party A as agreed in this Agreement, i.e., Party D will replace Party A. In this regard, all Parties shouldcooperate, including but not limited to cooperating with Party D in executing relevant legal documents. The reference to “person” in this Sectionand this Agreement are to a natural person, legal person or non-legal person entity.[Signature Page to Exclusive Call Option Agreement]Party A (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yu HuangSignature:/s/ Jianning DaiParty C (Seal): Beijing Zhong Zhi Information Technology AcademyLegal representative or authorized agent(Signature):/s/ Yu HuangParty D (Seal): China Index Holdings LimitedLegal representative or authorized agent(Signature):/s/ Tianquan MoParty B: Jianning Dai Exhibit 4.25LOAN AGREEMENTThis Agreement is made and entered into by the Parties below on September 3, 2020 in Beijing:(1) Lender:Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., a wholly foreign owned enterprise established in China with itsregistered address at Room 229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing(2) Borrower:Jiatianxia Credit Management Co., Ltd., a limited liability company (solely funded by a legal person) incorporated in the People's Republicof China (“China”) with its registered address at 12th Floor, Zhongchuanzhonggong Mansion, No.966 Qingsheng Road, Tianjin Pilot FreeTrade Zone (Central Business District), Tianjin (Trusteeship No. 0192, Yujiabao Business Secretary Co., Ltd., Tianjin Free Trade Zone)WHEREAS:The Borrower holds 67% equity interest in Shouzheng Credit Rating Co., Ltd. (hereinafter referred to as “Shouzheng Credit Rating”), alimited liability company registered in Beijing, China, and qualified as an independent legal person;The Lender, agreed to provide a loan of RMB33,500,000 to Borrower.NOW, THEREFORE, in order to identify the rights and obligations of any Party, the Parties hereof, through friendly negotiations, agree asfollows:1. Loan1.1 Provision of the LoanThe Borrower applied to the Lender for the Loan. The Lender agreed to provide the Loan to the Borrower and disbursed the Loan in full tothe Borrower on the date determined by the Lender and the Borrower.1.2 Term of the LoanThe term of the Loan starts from the date on which the Loan was provided until ten (10) years thereafter. Should the Borrower not be able torepay the Loan in compliance with Article 1.4 of this Agreement due to the restrictions under applicable laws upon the expiry of the term,the term of the Loan shall be extended automatically until such time when the applicable laws permit the repayment in such mode and theLender agrees to accept the repayment by the Borrower in accordance with the mode of payment set forth in Article 1.4 herein.Except as provided in Article 1.5 herein, the Borrower may not request to repay the Loan before the due date.1.3 Use of the LoanThe Borrower hereby agrees and warrants that the Loan shall be used solely as capital contributed to Shouzheng Credit Rating for itsbusiness expansion. Without prior written consent of the Lender, the Borrower shall not make use of the Loan for any other purpose, norshall the Borrower transfer, pledge or mortgage their equity interests or other rights and interests in Shouzheng Credit Rating to any thirdparty other than the Lender or Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.1.4 Repayment of the LoanPursuant to applicable PRC laws, the Borrower shall repay the Loan by means of transferring their respective equity interests in ShouzhengCredit Rating to the Lender or any other person designated by the Lender; and the Borrower shall have no further obligations after sotransferring as aforesaid.Any profits or gains from the transfer by the Borrower of their equity interests in Shouzheng Credit Rating shall be paid back to the Lenderor the person designated by the Lender in accordance with provisions hereof.1.5 Advance Repayment of the LoanPursuant to the applicable laws, the Lender is entitled, but not obliged, to purchase, or designate any other person not contemplated by thisAgreement to purchase, at any time all or part of the Borrower’s equity interests in Shouzheng Credit Rating at any price agreed to by allParties.2. Transfer of this AgreementThe Borrower may not transfer any of their rights and/or obligations hereunder to any third parties without the prior written consent of theLender. After notice to the other Party, the Lender may transfer any of its rights and/or obligations hereunder to any third party designatedby the Lender.3. Representations, Warranties and Undertakings of the BorrowerThe Borrower is an enterprise legal person with completely independent legal status, and is legally competent to execute, deliver andperform this Agreement. The Borrower may sue or be sued in a litigation.The Borrower warrants that it shall not, without the Lender’s prior written consent, transfer, pledge or mortgage their respective equityinterests or other rights and interests in Shouzheng Credit Rating to any third party other than the Lender or Beijing Zhong Zhi Shi ZhengData Information Technology Co., Ltd.In order to ensure the stability of the value of the equity interests of Shouzheng Credit Rating which form the basis for the Borrower torepay the Loan, the Borrower shall ensure standard operations of Shouzheng Credit Rating. The Borrower undertakes to execute anirrevocable shareholders proxy agreement to empower the Lender or any other person designated by the Lender to exercise any and allshareholder rights the Borrower may exercise in Shouzheng Credit Rating.4. Confidential TermsEach Party hereby agrees that it shall endeavor to take reasonable measures to keep confidential the other Party’s confidential materials andinformation (hereinafter referred to as “Confidential Information”) known or acquired by such Party due to the execution and performanceof this Agreement. Without the prior written consent of the owner of the aforesaid Confidential Information, no Party shall divulge, grant ortransfer to any third party such Confidential Information. Upon the termination of this Agreement, each Party shall, upon request, return tothe owner of such Confidential Information, or destroy on its own, any documents, materials, software or other sources carrying suchConfidential Information, delete any such Confidential Information from any relevant memory device and shall not continue to use suchConfidential Information.The Parties hereby agree that this article shall remain valid regardless of amendment, cancellation or termination of this Agreement.5. IndemnificationEach Party shall indemnify the other Parties for, and hold the other Parties harmless against, any loss, damage, obligation and expenseresulting from any litigation, claim or other request to the other Parties which occurs or arises out of such Party’s performance of itsobligations under this Agreement and any commercial contract.6. EffectivenessThis Agreement shall become effective upon its execution by the authorized representatives of all Parties hereto on the date first writtenabove.7. Governing Law and Dispute ResolutionThe PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or theMacau Special Administration Region.Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settledwithin thirty (30) days after the start of negotiations,it shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration and be arbitrated in Beijing,China in accordance with its arbitration rules when such arbitration application was submitted. The arbitral award shall be final and bindingupon all Parties. Unless otherwise decided by the arbitration commission, arbitration fees and other expenses in relation to such arbitrationshall be borne by the losing Party.8. Force Majeure“Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even ifforeseeable, as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Suchcircumstances include, but are not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy,fire, flood, accident, war, riot, insurgence or any other similar event.Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligationsshall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extendedautomatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeureevent.Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inceptionof the force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of suchevent of force majeure.If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts tominimize the effects of any event of force majeure.If the force majeure event lasts over ninety (90) days and the Parties fail to reach any agreement on a just solution, any of the Parties shall beentitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shallhave any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such terminationshall not be affected.9. Miscellaneous9.1 NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed tohave been effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectively given onthe third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Lender: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingFax: [REDACTED]Tel: [REDACTED]Attention: Yu HuangBorrower: Jiatianxia Credit Management Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingFax: [REDACTED]Tel: [REDACTED]Attention: Yan Jiang9.2 Non-implied WaiverThe failure of one Party to exercise its rights to investigate the breach of any other Party under a special circumstance shall not be deemed asa waiver of such rights in other similar cases.9.3 SeverabilityIf any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, or in conflict with public interests underany applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not in any way be affected orimpaired. All Parties shall negotiate sincerely to reach an agreement to replace the invalid provision with a provision satisfactory to allParties.9.4 CopiesThis Agreement is made in Chinese. This Agreement and its amendment or any other agreements (or documents) submitted based upon thisAgreement can be executed in one or more counterparts. Any Party may sign one copy and send such copy by facsimile transmission to theother Parties, but shall forthwith send the original one. All signed documents shall constitute one and the same agreement (or documents),which shall become effective after all Parties sign one or more documents and send them to the other Parties (unless otherwise provided inthe original of such documents).9.5 AmendmentThis Agreement can be amended only upon execution of a written document by all Parties.[Signature Page to Loan Agreement]Lender (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Authorized agent:/s/ Yu HuangBorrower: Jiatianxia Credit Management Co., Ltd.Authorized agent:/s/ Yan Jiang Exhibit 4.26EQUITY PLEDGE AGREEMENTThis Equity Pledge Agreement (this “Agreement”) is made and entered into by the parties below on September 3, 2020 in Beijing:Pledgee:Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., a wholly foreign owned enterprise established in China with its registeredaddress at Room 229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, BeijingPledgor:Jiatianxia Credit Management Co., Ltd., a limited liability company (solely funded by a legal person) incorporated in the People's Republic ofChina with its registered address at 12th Floor, Zhongchuanzhonggong Mansion, No.966 Qingsheng Road, Tianjin Pilot Free Trade Zone (CentralBusiness District), Tianjin (Trusteeship No. 0192, Yujiabao Business Secretary Co., Ltd., Tianjin Free Trade Zone)(The Pledgee and the Pledgor are hereinafter each referred to as a “Party,” and the Pledgee and the Pledgor, collectively, the “Parties.”)The Pledgor pledges all of its equity interests in Shouzheng Credit Rating Co., Ltd. The pledge amount is the entire registered capital of thecompany held by the Pledgor, which is RMB 33,500,000 (registered capital of the company being RMB 50,000,000 as recorded on the businesslicense of the company), and the target of the pledge is the 67% equity interest in the company, and the amount of the secured claim isRMB33,500,000 (i.e., securing 67% of the debts owed by the company to the Pledgee).Whereas:The Pledgor, Jiatianxia Credit Management Co., Ltd., holds 67% equity interests (i.e., RMB33,500,000 in registered capital) in Shouzheng CreditRating Co., Ltd. (hereinafter referred to as “Shouzheng Credit Rating”). Shouzheng Credit Rating, a company registered in Beijing, China, isengaged in enterprise credit service, business management consulting, economic and trade consulting, technology development, promotion, transferand technology service, computer system services, basic software services, application software services (excluding medical software), as well asdata processing.The Pledgee is a wholly foreign owned enterprise registered in Beijing, China, licensed by relevant government departments to lawfully engage inthe business of development and production of computer multimedia system software; provision of electronic and information technology services;as well as sales of self-produced products. The Pledgee and Shouzheng Credit Rating which is owned by the Pledgor have entered into theExclusive Technical Consultancy and Services Agreement (hereinafter referred to as the “Service Agreement”) on September 3, 2020.In order to ensure that the Pledgee can collect consulting and services fees pursuant to the Service Agreement from Shouzheng Credit Rating whichis owned by the Pledgor, the Pledgor hereby pledges all of its Equity Interests in Shouzheng Credit Rating (i.e., RMB33,500,000 in the company’sregistered capital) to the Pledgee as a guarantee for the payment of the consulting and services fees under the Service Agreement. The amount ofthe secured claim is RMB33,500,000 (i.e., securing 67% of the debts owed by the company to the Pledgee).NOW, THEREFORE, the Pledgor and the Pledgee, through negotiations on the principle of equality, agree as follows:1. DefinitionUnless otherwise provided in this Agreement, the following terms shall have the following meanings:1.1 Right of Pledge: as specified in Article 2 of this Agreement.1.2 Equity Interests: 100% of the equity interests held by the Pledgor in Shouzheng Credit Rating, representing RMB33,500,000 in the registeredcapital.1.3 Term of Pledge: the term specified in Article 3 hereunder.1.4 Service Agreement: the Exclusive Technical Consultancy and Services Agreement entered into by Shouzheng Credit Rating and the Pledgee onSeptember 3, 2020.1.5 Breach of Agreement: any circumstance specified in Article 6.1 hereunder.1.6 Notice of Breach: a notice sent by the Pledgee under this Agreement declaring a Breach of Agreement.1.7 Terms not specifically defined hereunder shall have the same meaning as the corresponding terms contained in the Service Agreement.2. Pledge and Right of Pledge2.1 The Pledgor pledges all its Equity Interests in Shouzheng Credit Rating to the Pledgee. The Right of Pledge means the priority right enjoyed bythe Pledgee to claim the consulting and services fees, which the Pledgee is entitled to under the Service Agreement from funds obtained throughconversion, auction or sale of the Equity Interests that the Pledgor pledges to the Pledgee.3. Term of PledgeThis Agreement shall become effective upon its execution by the authorized representatives of all Parties hereto on the date first written above. Thepledge of Equity Interests under this Agreement shall come into force upon the date when the pledge of Equity Interests hereunder is recorded inaccordance with applicable laws, and such pledge shall remain valid till September 3, 2030. The Term of Pledge can beextended for ten (10) years upon expiration, at the option of the Pledgee. Thereafter, the Pledgee is entitled to unilaterally extend the term of thisAgreement, and the Pledgor must unconditionally consent to the Pledgee’s decision to extend the term of this Agreement.During the Term of Pledge, the Pledgee is entitled to exercise its Right of Pledge should Shouzheng Credit Rating not disburse part or all of theconsulting and services fees under the Service Agreement.4. Custody of the Certificate for Pledge4.1 During the Term of Pledge under this Agreement, the Pledgee shall keep in custody the investment certificates of the Equity Interests inShouzheng Credit Rating and the register of shareholders of Shouzheng Credit Rating in which the pledge of the Equity Interests hereunder isrecorded. Within one (1) week of the execution of this Agreement, the Pledgor shall deliver these aforesaid documents to the Pledgee.4.2 The Pledgee is entitled to collect dividends arising out of the Equity Interests.5. Representations and Warranties of the Pledgor5.1 The Pledgor is a PRC citizen with full capacity for civil act, with full and independent legal status, and is legally competent to sign, deliver andperform this Agreement. The Pledgor can sue or be sued in a litigation.5.2 The Pledgor is the lawful owner of the Equity Interests.5.3 The Pledgor can sign this Agreement without the consent of any third party.5.4 When exercising its Right of Pledge under this Agreement, the Pledgee shall not be interfered by any other party.5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by orbelonging to any third party, in the Equity Interests.5.6 Without the prior written consent of the Pledgee, the Pledgor shall not transfer the Equity Interests, nor shall it establish or permit to beestablished any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rightsand interests of the Pledgee.5.7 The Pledgor shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days afterreceiving any notice or decree issued or provided by relevant authorities, the Pledgor shall present such notice or decree to the Pledgee, andissue opinion on the aforesaid matters upon the reasonable request of the Pledgee.5.8 The Pledgor shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of thePledgor’s warranties and obligations, or affect the performance of the Pledgor’s obligations hereunder.5.9 The Pledgor hereby agrees that the Right of Pledge to be exercised by the Pledgee shall not be disrupted or impaired by the Pledgor, thePledgor’s successors, or trustees, or any other person.5.10 The Pledgor has full power to sign, deliver and perform this Agreement. This Agreement shall be signed and delivered by the Pledgor legallyand properly. This Agreement shall be binding upon the Pledgor and may be enforced against the Pledgor in accordance with the terms andconditions hereunder.5.11 The Pledgor shall complete the procedures for registration and filing with the relevant government departments, including but not limited tothe State Administration of Industry and Commerce in China (if needed).5.12 In the interests of the Pledgee, the Pledgor shall observe and perform all of the aforesaid warranties, undertakings, agreements, representationsand conditions. Should the Pledgor not perform or fully perform such warranties, undertakings, agreements, representations and conditions, itshall be liable for damages to the Pledgee for any loss suffered by the Pledgee arising therefrom.6. Breach of Agreement6.1 Any of the following events shall be deemed a Breach of Agreement:6.1.1 Shouzheng Credit Rating fails to promptly disburse the total consulting and services fees under the Service Agreement.6.1.2 Any of the representations and warranties contained in Article 5 are materially misleading or false, and/or the Pledgor breaches any ofthe representations and warranties contained in Article 5.6.1.3 The Pledgor breaches any of the terms and conditions of this Agreement.6.1.4 Unless otherwise agreed under Article 5.6, the Pledgor forfeits the Equity Interests pledged or transfer such Equity Interests withoutthe written consent of the Pledgee.6.1.5 Any loan, guaranty, indemnification, undertaking or other responsibility that Shouzheng Credit Rating owes to any third party (1) isrequested to be repaid or performed in advance due to breach of contract by Shouzheng Credit Rating; or (2) is due but not repaid orperformed by Shouzheng Credit Rating such that the Pledgee believes that the capacity of Shouzheng Credit Rating to perform itsobligations has been affected thereby.6.1.6 The Pledgor fails to repay any of their own debts.6.1.7 This Agreement becomes illegal due to the publication of relevant laws or the Pledgor fails to continue performing their obligationshereunder.6.1.8 Any consent, approval or authorization by government organizations required to render this Agreement enforceable, legal, or valid isrescinded, terminated, invalidated or materially amended.6.1.9 Properties owned by the Pledgor has suffered an adverse change such that the Pledgee believes that the capacity of the Pledgor toperform its obligations has been adversely affected thereby.6.1.10 The successor or custodian of Shouzheng Credit Rating performs only part of, or refuses to perform, the payment obligations under theService Agreement.6.1.11 The Pledgee is unable to exercise its Right of Pledge under the relevant laws.6.2 The Pledgor shall notify the Pledgee in writing if the Pledgor becomes aware of, or finds out about, the occurrence of any of the events orcircumstances specified in Article 6.1 or occurrences that may lead to the aforesaid events or circumstances.6.3 Unless the events or circumstances specified in Articles 6.1 under this Agreement have been settled to the Pledgee’s satisfaction, the Pledgeemay send a Notice of Breach in writing to the Pledgor at any time during or after a Breach of Agreement by the Pledgor, requesting thePledgor to forthwith pay any and all debts under the Service Agreement and other debts due, or it may exercise its Right of Pledge inaccordance with the provisions contained in Article 7 hereunder.7. Exercise of Right of Pledge7.1 Before repaying in full the consulting and services fees under the Service Agreement, the Pledgor shall not transfer the Equity Interestspledged without the written consent of the Pledgee.7.2 The Pledgee shall send a Notice of Breach to the Pledgor when the Pledgee exercises its Right of Pledge.7.3 The Pledgee can exercise its Right of Pledge when it sends a Notice of Breach or at any time after sending such Notice in accordance with theprovisions contained in Article 6.3.7.4 The Pledgee has priority in receiving repayment from funds obtained through conversion, auction or sale of part or all of the Equity Interestsunder this Agreement pursuant to legal procedures, until the consulting and services fees remaining unpaid under the Service Agreement andall other payments due have been paid off.7.5 When the Pledgee exercises its Right of Pledge under this Agreement, the Pledgor shall not obstruct such exercise in any way and shallinstead render any necessary assistance so that the Pledgee can realize its Right of Pledge.8. Transfer8.1 Unless previously consented to in writing by the Pledgee, none of the Pledgor shall have any right to donate or transfer the rights andobligations under this Agreement.8.2 This Agreement shall be binding upon the Pledgor, the Pledgor’s successors and transferees of the Equity Interests pledged with the consentof the Pledgee, and shall remain a valid obligation on the Pledgee and any of its successors and transferees.8.3 The Pledgee can transfer, at any time, any and all rights and obligations under the Service Agreement to any person designated by thePledgee. Under such circumstances, the transferee shall have the same rights and obligations of the Pledgee under this Agreement as if it werea Party hereto. The Pledgor shall sign any relevant agreements and/or documents effecting such transfer upon the request of the Pledgee whenthe Pledgee transfers the aforesaid rights and obligations.8.4 If the identity of the Pledgee or Pledgor changes due to the aforesaid transfer of the rights and obligations herein, the new parties involved inthe pledge shall sign a new pledge agreement.9. Termination9.1 When the consulting and services fees under the Service Agreement are fully repaid and Shouzheng Credit Rating has performed all otherobligations under the Service Agreement, this Agreement shall be terminated.10. Expenses10.1 Any and all expenses relating to this Agreement, to the extent reasonable, including but not limited to the legal fees, production costs, stampduties and any other taxes and expenses, shall be borne by the Pledgor. Should the Pledgee pay any such expenses or taxes, the Pledgor shallfully reimburse the Pledgee for the aforesaid expenses or taxes paid by the Pledgee.10.2 The Pledgee may take any measure to claim from the Pledgor any such expenses or taxes arising under this Agreement or such other expensesor taxes that the Pledgor agreed to pay but has not yet paid. Any and all expenses (including but not limited to taxes and expenditures,handling charges, overhead expenses, legal costs, attorney’s fees and insurance premiums) arising out of the aforesaid claims shall be borneby the Pledgor.11. Force Majeure11.1 “Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even if foreseeable,as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances include, butare not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot,insurgence or any other similar event.11.2 Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligationsshall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extendedautomatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeure event.11.3 Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inception ofthe force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of such event offorce majeure.11.4 If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts to minimizethe effects of any event of force majeure.11.5 If the force majeure event lasts over ninety (90) days and the Parties fail to reach any agreement on a just solution, any of the Parties shall beentitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shallhave any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such termination shallnot be affected.12. Dispute Resolution12.1 The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the MacauSpecial Administration Region.12.2 Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settledwithin thirty (30) days after the start of negotiations, it shall be submitted to the China International Economic and Trade ArbitrationCommission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration rules when such arbitration application wassubmitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitrationfees and other expenses in relation to such arbitration shall be borne by the losing Party.13. Notice13.1 Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectively givenon the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Pledgee: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]Attention: Yu HuangPledgor: Jiatianxia Credit Management Co., Ltd. Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]Attention: Yan Jiang14. Schedule14.1 The schedules contained herein constitute an integral part of this Agreement.15. Effectiveness15.1 This Agreement and any amendment, supplement or modification hereto shall be made in writing and come into force upon execution andseal of the Parties.15.2 This Agreement is made in Chinese with five (5) copies.[Signature Page to Equity Pledge Agreement]Pledgee (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent (Signature):/s/ Yu HuangPledgor (Seal): Jiatianxia Credit Management Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yan JiangDate: September 3, 2020 Exhibit 4.27SHAREHOLDER’S PROXY AGREEMENTThis Agreement is made and entered into by the Parties below on September 3, 2020 in Beijing.1. Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. (“Beijing Zhong Zhi Shi Zheng”) Registered Address: Room229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing2. Shouzheng Credit Rating Co., Ltd. (“Shouzheng Credit Rating”) Registered Address: Room 1101, 11th Floor, Building No. 2, No. 20Guogongzhuang Middle Street, Fengtai District, Beijing3. Jiatianxia Credit Management Co., Ltd. (“ JTX Credit Management” or the “Shareholder”) Registered Address: 12th Floor,Zhongchuanzhonggong Mansion, No.966 Qingsheng Road, Tianjin Pilot Free Trade Zone (Central Business District), Tianjin (TrusteeshipNo. 0192, Yujiabao Business Secretary Co., Ltd., Tianjin Free Trade Zone)(All the parties above are hereinafter each referred to as a “Party” and, collectively, the “Parties.”)WHEREAS1. The Shareholder is the current shareholder of Shouzheng Credit Rating, holding 67% of the equity interests in Shouzheng Credit Rating; and2. The Shareholder intends to appoint Beijing Zhong Zhi Shi Zheng to act as its proxy to exercise its voting rights in Shouzheng Credit Rating,and Beijing Zhong Zhi Shi Zheng intends to accept such appointment.The Parties through friendly negotiations hereby agree as follows:Article 1 Proxy1.1 The Shareholder hereby irrevocably appoints Beijing Zhong Zhi Shi Zheng, to act as proxy for the Shareholder to exercise its respectiverights described below (the “Proxy Rights”) which the Shareholder is entitled to as shareholder of Shouzheng Credit Rating under theArticles of Association of Shouzheng Credit Rating then in effect:(1) to represent the Shareholder to attend meetings of shareholders (“Shareholders Meetings”) of Shouzheng Credit Rating;(2) to represent the Shareholder to vote on all matters to be discussed and resolved at the Shareholders Meeting;(3) to propose to convene interim Shareholders Meetings;(4) other shareholders’ voting rights under the Articles of Association of Shouzheng Credit Rating (including any other shareholders’voting rights provided in the amendments to such Articles of Association, if any).1.2 The Shareholder shall recognize any legal consequence arising out of exercising the aforesaid Proxy Rights by Beijing Zhong Zhi Shi Zhengand shall bear corresponding responsibilities therefor.1.3 The Shareholder hereby confirms that Beijing Zhong Zhi Shi Zheng can exercise the aforesaid Proxy Rights without seeking the opinions ofthe Shareholder. Beijing Zhong Zhi Shi Zheng shall notify the Shareholder in a timely manner of any resolution, or any proposal to holdinterim Shareholders Meetings, after such resolution or proposal is made.Article 2 Rights to Know2.1 In order to exercise the Proxy Rights hereunder, Beijing Zhong Zhi Shi Zheng is entitled to inspect all relevant information about theoperations, businesses, customers, finances, employees and the like of Shouzheng Credit Rating, and refer to any relevant materials anddocuments of Shouzheng Credit Rating and Shouzheng Credit Rating shall render its full cooperation.Article 3 Exercise of the Proxy Rights3.1 The Shareholder shall recognize that Beijing Zhong Zhi Shi Zheng may re-appoint, when necessary, specific person(s) in itself, to act asproxy for Beijing Zhong Zhi Shi Zheng to exercise any or all of its Proxy Rights within the scope of Article 1 and the Shareholder shall agreeto bear all corresponding legal responsibilities.3.2 The Shareholder shall render full assistance to Beijing Zhong Zhi Shi Zheng in exercising its Proxy Rights, including the timely signing ofresolutions of the Shareholders Meetings or other relevant legal documents of Shouzheng Credit Rating when necessary (e.g. upon therequest of government departments to submit documents for examination and approval, registration and reference).3.3 If, at any time during the term of this Agreement and for any reason, the Proxy Rights hereunder cannot be granted or exercised (except forbreach of this Agreement by the Shareholder or Shouzheng Credit Rating), the Parties shall forthwith seek a substitute similar to thisAgreement, and sign, when necessary, a supplemental agreement to amend or modify the terms and conditions herein in order to ensure thecontinuing performance of this Agreement.Article 4 Exemption and Compensation4.1 The Parties hereby confirm that Beijing Zhong Zhi Shi Zheng shall not be required to bear any responsibility for, or make any compensation,financially or otherwise, to the other Parties or any third party, with respect to the exercise of the Proxy Rights under this Agreement.4.2 The Shareholder and Shouzheng Credit Rating hereby agree to indemnify Beijing Zhong Zhi Shi Zheng for, and hold it harmless against, alllosses suffered or likely to be suffered from exercising the Proxy Rights, including but not limited to any loss resulting from any litigation,collection, arbitration, claim or administrative investigation or punishment by governmental agency brought by any third party. However,losses due to intentional or serious misconduct of Beijing Zhong Zhi Shi Zheng shall not be compensated.Article 5 Representations and Warranties5.1 The Shareholder hereby respectively and jointly represents and warrants as follows:5.1.1 It is a PRC citizen with full capacity for civil conduct, and has full and independent legal status and capacity to sign, deliver andperform this Agreement. It can become a party as the subject of litigation independently.5.1.2 It has full power to sign and deliver this Agreement and all other documents related to the transactions described herein and to besigned by such party and it has full power to complete the transactions described in this Agreement. This Agreement shall be bindingupon, and may be enforced against, such Party in accordance with the terms and conditions hereunder.5.1.3 It is a legal shareholder of Shouzheng Credit Rating at the time this Agreement comes into force. Other than the rights defined underthis Agreement, the equity pledge agreement entered into by the Shareholder and Beijing Zhong Zhi Shi Zheng, and the exclusive calloption agreement entered into by the Shareholder, Beijing Zhong Zhi Shi Zheng and Shouzheng Credit Rating, no third-party rightsexist in the Proxy Rights. Under this Agreement, Beijing Zhong Zhi Shi Zheng may fully and completely exercise such Proxy Rightsin accordance with the Articles of Association of Shouzheng Credit Rating then in effect.5.2 Beijing Zhong Zhi Shi Zheng and Shouzheng Credit Rating hereby respectively represent and warrant as follows:5.2.1 Each party is a company with limited liability duly organized and validly existing under the laws where it is registered, with thequalification of independent legal person and fully independent legal status, and is legally competent to execute, deliver and undertakethis Agreement. It can become a party as the subject of litigation independently.5.2.2 Each party has full power and authorization to sign and deliver this Agreement and all other documents related to the transactionsdescribed herein and to be signed by suchparty; and each party has full power and authorization to complete the transactions described in this Agreement.5.3 Shouzheng Credit Rating hereby declares and warrants as follows:5.3.1 The Shareholders are all the legal shareholders registered in Shouzheng Credit Rating when this Agreement comes into force. Underthis Agreement, Beijing Zhong Zhi Shi Zheng can fully and completely exercise its Proxy Rights in accordance with the Articles ofAssociation of Shouzheng Credit Rating then in effect.Article 6 Term of this Agreement6.1 This Agreement shall come into force upon due execution on the date first written above. Unless it is agreed in writing by the parties hereinto terminate in advance, the term of this Agreement shall be extended indefinitely, provided that any of the Shareholders remains ashareholder of Shouzheng Credit Rating.6.2 If any of the Shareholders transfers all its equity interest in Shouzheng Credit Rating with prior consent of Beijing Zhong Zhi Shi Zheng,such party shall no longer be a party herein, but the obligations and undertakings of the other parties herein shall not be affected.Article 7 Notice7.1 Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectivelygiven on the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingFax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangShouzheng Credit Rating Co., Ltd. Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangShareholder: Jiatianxia Credit Management Co., Ltd. Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]Attention: Yan JiangArticle 8 Breach and Liabilities8.1 The parties herein hereby agree and confirm that if one party (“Breaching Party”) materially breaches any of the agreed terms andconditions under this Agreement, or materially fails to perform any of its obligations herein, such Breaching Party shall be deemed to havebreached this Agreement (“Breach”), any of the other non-breaching parties (“Non-Breaching Parties”) is entitled to request the BreachingParty to redress or take remedial measures within a reasonable time period. If the Breaching Party, within a reasonable time period or withinthirty (30) days upon receiving the written notice from any Non-Breaching Party requesting redress, but fails to redress or take remedialmeasures, then (1) Beijing Zhong Zhi Shi Zheng shall be entitled to terminate this Agreement and claim damages from the Breaching Partyshould the Shareholder or Shouzheng Credit Rating breach this Agreement; (2) the Non-Breaching Parties shall be entitled to claim damagesbut not be entitled to terminate or abrogate this Agreement or the proxy herein should Beijing Zhong Zhi Shi Zheng breach this Agreement.8.2 Notwithstanding the other provisions herein, the validity of this Article shall not be affected by the suspension or termination of thisAgreement.Article 9 Miscellaneous9.1 This Agreement is made in Chinese with three (3) original copies in total, each Party to hold one.9.2 The Laws of the People’s Republic of China shall govern the conclusion, effectiveness, performance, amendment, interpretation andtermination of this Agreement. The Laws of the People’s Republic of China referred to herein does not include the laws of Taiwan, the HongKong Special Administration Region or the Macau Special Administration Region.9.3 Any dispute arising hereof or other relevant disputes shall be settled through negotiations. If such dispute cannot be settled within thirty(30) days after the negotiations start, it shall be submitted to the China International Economic and Trade Arbitration Commission andarbitrated in Beijing in accordance with the arbitration rules of such arbitration commission. The arbitration award shall be accepted as finaland binding upon the Parties.9.4 Any rights, power or remedy of the parties under any term and conditions herein shall not deprive such parties of any other rights, power orremedy under the laws and this Agreement. A party’s exercise of its rights, power and remedy shall not affect the exercise of its other rights,powers and remedies.9.5 One party’s failure to exercise or delay in exercising any of its rights, powers or remedies (“Rights of Such Party”) under this Agreement orlaws shall not lead to the waiver of the Rights of Such Party. Any individual or partial waiver of the Rights of Such Party shall not deprivesuch party’s rights in exercising in other ways of the Rights of Such Party or exercise other rights of such party.9.6 The title of each article is for reference and shall under no circumstance be used for, or affect, the interpretation of the terms and conditionshereunder.9.7 Any of the terms and conditions hereunder can be severed and independent from the others. If one or more of such terms and conditions shallbe invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining terms and conditions hereunder shall not be inany way affected or impaired.9.8 Any amendment and supplement to this Agreement shall be made in writing, and come into force upon proper signature by the parties herein.9.9 Without the prior written consent of the other parties herein, any party shall not transfer any of its rights and/or obligations hereunder to anythird party.9.10 This Agreement shall be binding upon each party’s legal successors and transferees permitted by the other parties as if they were acontracting party to this Agreement.[Signature Page to Shareholder’s Proxy Agreement]Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. (Seal)Legal representative or authorized agent(Signature):/s/ Yu Huang Shouzheng Credit Rating Co., Ltd. (Seal)Legal representative or authorized agent (Signature):/s/ Yu HuangJiatianxia Credit Management Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yan Jiang  Exhibit 4.28OPERATING AGREEMENTThis Agreement is made and entered into by the Parties below on September 3, 2020 in Beijing.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Registered Address: Room 229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, BeijingParty B: Shouzheng Credit Rating Co., Ltd. (“Shouzheng Credit Rating”)Registered Address: Room 1101, 11th Floor, Building 2, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingParty C: Jiatianxia Credit Management Co., Ltd (“ JTX Credit Management”)Registered Address: 12th Floor, Zhongchuanzhonggong Mansion, No.966 Qingsheng Road, Tianjin Pilot Free Trade Zone (Central BusinessDistrict), Tianjin (Trusteeship No. 0192, Yujiabao Business Secretary Co., Ltd., Tianjin Free Trade Zone)WHEREAS:1. Party A is a wholly foreign owned enterprise established in People’s Republic of China (“China”);2. Party B is an other limited liability company registered in China, with the approval of Beijing Administration of Industry and Commerce toengage in enterprise credit service, business management consulting, economic and trade consulting, technology development, promotion,transfer and technology service, computer system services, basic software services, application software services (excluding medicalsoftware), as well as data processing;3. Party A and Party B have established a business relationship through an Exclusive Technical Consultancy and Services Agreement;4. Pursuant to the Exclusive Technical Consultancy and Services Agreement between Party A and Party B, Party B shall pay Party A certainspecified amounts, which have not yet been paid by Party B, while Party B’s daily operations have a material effect on the ability of Party Bto pay such remuneration to Party A;5. Party C is a shareholder of Party B, holding 67% equity interests in Party B;6. Party A, Party B and Party C hereby agree to further identify matters in relation to the operation of Party B’s business pursuant to thisAgreement.NOW, THEREFORE, the Parties hereof through negotiation agree as follows:1. When Party B enters into a business contract or agreement with any third party (“Third Party”) and is in line with the relevant terms andconditions hereunder, Party A hereby agrees that it shall sign, with such Third Party upon its request, a written agreement to be theperformance guarantor of Party B by furnishing complete guaranty for Party B’s performance under such contract or agreement in order toensure the normal operation of Party B’s business. As counter security, Party B hereby agrees that it shall mortgage to Party A its accountsreceivable and all of its assets.2. In accordance with the provisions of Article 1 and in order to guarantee the performance of all business agreements, including the ExclusiveTechnical Consultancy and Services Agreement, between Party A and Party B, and the disbursement of all accounts payable by Party B toParty A under the Exclusive Technical Consultancy and Services Agreement, Party B and its shareholder Party C, hereby agrees that Party B,without the prior written consent of Party A or its designee, shall not engage in any transaction that may materially affect the assets,obligations, rights and operations of Party B, including but not limited to the following:2.1 borrowing money or undertaking any obligation from any Third Party;2.2 selling to or acquiring from any Third Party any assets or rights, including but not limited to any intellectual property rights;2.3 providing security with the title of its assets or intellectual property rights for the benefit of any Third Party; and2.4 Transferring rights and obligations herein to any Third Party.3. In order to guarantee the performance of all business agreements, including the Exclusive Technical Consultancy and Services Agreement,between Party A and Party B, and the payment of all accounts payable by Party B to Party A under the Exclusive Technical Consultancy andServices Agreement, Party B and its shareholder, Party C, hereby agree to accept (1) company policies and instructions provided by Party Afrom time to time on the employment and termination of working staff, daily operations and management, and financial management systemsand other similar policies; and (2) annual budget of Party B shall be reviewed and approved by Party A. The scope of the review includes butis not limited to profit forecast, working capital, pricing strategy and payment policy. Operating costs of Party B shall not exceed the annualbudget approved by Party A.4. Party B and its shareholder, Party C, hereby agree that Party B and Party C shall appoint the persons designated by Party A to be the directorsof Party B, and senior management personnel employed by, and as designated by, Party A to be the general manager, chief financial officerand other senior management personnel of Party B. If the aforesaid directors or senior management personnel designated by Party A leaveParty A, regardless of whether they resign or are dismissedby Party A, such persons shall lose the qualification of being in charge of any post of Party B. Under such circumstances, Party B and Party Cshall appoint other senior management personnel designated by Party A to assume such posts.5. Party C hereby agrees that they shall, concurrently with the execution this Agreement, execute a corresponding Shareholders’ ProxyAgreement under which Party C shall authorize and entrust Party A or a person designated by Party A to exercise any and all shareholders’rights of Party C to vote pursuant to provisions of laws and Party B’s Articles of Association.6. Party B and its shareholder, Party C, hereby agree and confirm that, apart from the agreed provisions in Article 1 herein, if Party B is in needof any other guaranty for Party B’s performance or security for borrowing to finance its working capital, it shall first seek guaranty or securityfrom Party A. Under such circumstances, Party A is entitled to decide whether to furnish proper guaranty or security for Party B based onParty A’s own judgment. If Party A decides not to furnish such guaranty or security for Party B, it shall notify Party B in writing in time, andthereafter, Party B can seek guaranty or security from any Third Party. Party A hereby agrees and confirms that in the event of serious lossesin Party B’s business and operations, Party A is obliged to provide appropriate financial support or other forms of financial assistance atreasonable request of Party B. The specific form and plan of assistance shall be determined by negotiation between Party A and Party Baccording to the specific at-then circumstances of Party B.7. In case of the termination or expiry of any agreement between Party A and Party B, Party A is entitled, but not obligated, to terminate allagreements between Party A and Party B, including but not limited to the Exclusive Technical Consultancy and Services Agreement.8. Amendments and supplements to this Agreement shall be made in writing. Such amendments and supplements properly signed by the Partiesshall constitute an integral part of this Agreement with the same validity.9. This Agreement shall be governed by and interpreted in accordance with the PRC law. The PRC law referred to herein does not include thelaws of Taiwan, the Hong Kong Special Administration Region or the Macau Special Administration Region.10. Dispute SettlementAny dispute arising from the interpretation of or the performance of the terms and conditions hereunder shall be settled through bona fidenegotiations. If such dispute cannot be so settled, it may be submitted by any Party to the China International Economic and Trade ArbitrationCommission and arbitrated in Beijing, China pursuant to the current arbitration rules. The language for arbitration will be Chinese. Thearbitration award shall be accepted as final and binding upon the Parties.11. NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectively givenon the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty B: Shouzheng Credit Rating Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty C: Jiatianxia Credit Management Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED]Attention: Yan Jiang12. This Agreement shall come into force upon signature by authorized representatives of the Parties hereof on the date contained at thebeginning. This Agreement shall remain valid for ten (10) years unless it is terminated in advance pursuant to the terms and conditionshereunder. Party B and Party C hereby agree that the term of this Agreement, upon Party A’s confirmation before termination, can be extendedto a date designated in Party A’s written confirmation.13. This Agreement shall be terminated on the expiry date unless validity of the terms and conditions concerned herein is extended. During theterm, Party B and Party C shall not terminate thisAgreement. Notwithstanding the above, Party A can terminate this Agreement at any time by notifying Party B and Party C in writing thirty(30) days in advance.14. This Agreement shall be binding upon each Party’s successors and transferees permitted under this Agreement in the same effect as if theywere contracting parties to this Agreement.[Signature Page to Operating Agreement]Party A (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yu Huang Party B (Seal): Shouzheng Credit Rating Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yu Huang Party C (Seal): Jiatianxia Credit Management Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yan Jiang  Exhibit 4.29EXCLUSIVE TECHNICAL CONSULTANCY ANDSERVICES AGREEMENTThis Exclusive Technical Consultancy and Services Agreement (this “Agreement”) is made and entered into by the Parties below on September 3,2020 in Beijing:Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Registered Address: Room 229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, BeijingParty B: Shouzheng Credit Rating Co., Ltd.Registered Address: Room 1101, 11th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, BeijingWHEREAS:( 1 ) Party A is a wholly foreign owned enterprise registered and established on June 5, 2007 in Beijing, China, and engages in the business ofdevelopment and production of computer multimedia system software; provision of electronic and information technology services; as well assales of self-produced products;( 2 ) Party B is a domestically funded limited liability company registered and established on February 15, 2019 in Beijing, China, and, as approved by Beijing Industry and Commerce Administration, is authorized to engage in enterprise credit service, business management consulting, economic and trade consulting, technology development, promotion, transfer and technology service, computer system services, basic software services, application software services (excluding medical software), as well as data processing.( 3 ) Party A hereby agrees to provide technical consulting and related services to Party B, and Party B agrees to accept such consulting andrelated services.Party A and Party B are hereinafter each referred to as a “Party” and, collectively, the “Parties.”NOW, THEREFORE, both Parties hereof through negotiations on the principle of equality agree as follows:1. Technical Consulting and Related Services1.1 During the term of this Agreement, Party A, as a provider of technical consulting and related services, hereby agrees to provide Party B withthe technical consulting and related services specified in Schedule I under the terms and conditions contained herein.1.2 Party B hereby agrees to accept such technical consulting and related services provided by Party A. Party B further agrees that it shall not,without the prior written consent of Party A, accept the aforesaid technical consulting and related services provided by any third party not aParty hereto during the term of this Agreement.2. Exclusive Rights2.1 Any and all rights, ownership interests and intellectual property rights including but not limited to copyrights, patents, technical know-howand trade secrets, no matter whether developed by Party A, or developed by Party B based on Party A’s intellectual property rights or servicesprovided by Party A, shall be the exclusive property of Party A.3. Fee for Technical Consulting and Related Services (the “Consulting and Services Fee”)3.1 Party B hereby agrees to calculate and pay the fees for the technical consulting and related services arising hereunder pursuant to the methodspecified in Schedule II.4. Guaranty for the Performance of this Agreement4.1 In order to guarantee Party B’s payment to Party A of the Consulting and Services Fee, Jiatianxia Credit Management Co., Ltd., asshareholder of Party B, is willing to pledge its equity interests to Party A and to sign a separate Equity Pledge Agreement with Party A.5. Effectiveness and Term5.1 This Agreement shall come into force upon its execution on the date first written above.5.2 This Agreement shall remain valid for ten (10) years.5.3 Party B hereby agrees that the term of this agreement shall be extended automatically for another ten (10) years unless Party A sends to PartyB a written notice terminating this Agreement within six (6) months prior to the expiry date of this Agreement. Thereafter, Party A has theright to unilaterally extend the term of this Agreement in accordance with the aforementioned methods. Party B shall unconditionally consentto Party A’s request for extension of the term.6. Termination6.1 This Agreement shall terminate on the expiry date unless it is terminated in advance in accordance with Article 6.2 hereunder.6.2 During the term hereof, Party B may not terminate this Agreement prior to its expiry date unless any act of Party A constitutes a grossnegligence, a violation of law, bankruptcy or a materialbreach of this Agreement. Party A, however, is entitled to terminate this Agreement at any time provided that it notifies Party B in writingthirty (30) days in advance.7. Representations and Warranties7.1 Party A hereby represents and warrants as follows:7.1.1 Party A is a company duly registered and validly existing under the PRC law.7.1.2 Party A has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform thisAgreement.7.1.3 The execution and performance of this Agreement or observance of the terms and provisions hereof by Party A shall not:a) violate any law, regulation, rule, court order, judgment, finding, ban or mandate of government; orb) be in conflict with or contradict any term, provision, condition or prescription under any agreement, contract or document of PartyB, restrict Party B’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.7.1.4 This Agreement, upon its execution, shall be legal, valid and binding upon Party A and shall be enforceable in accordance with theterms and conditions herein.7.2 Party B hereby represents and warrants as follows:7.2.1 Party B is a company duly registered and validly existing under the PRC law and is authorized to engage in enterprise credit service,business management consulting, economic and trade consulting, technology development, promotion, transfer and technology service,computer system services, basic software services, application software services (excluding medical software), as well as dataprocessing.7.2.2 Party B has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform thisAgreement.7.2.3 The execution and performance of this Agreement and the observance of the terms and provisions hereunder by Party B shall not:a) violate any law, regulation, rule, court order, judgment, finding, ban or mandate of government; orb) be in conflict with or contradiction to any term, provision, condition or prescription under any agreement, contract or document ofParty B or restrict Party B’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.7.2.4 This Agreement, upon its execution, shall be legal, valid and binding upon Party B and shall be enforceable in accordance with theterms and conditions herein.8. Taxation8.1 All taxes arising out of a Party’s performance of this Agreement shall be borne by such Party.9. Confidentiality9.1 Each Party hereby agrees that it shall make every endeavor and take all reasonable measures to keep confidential the other Party’s confidentialmaterials and information (“Confidential Information”) known or acquired by such Party due to the entry into and performance of thisAgreement. Without prior written consent of the owner of the aforesaid Confidential Information, the other Party shall not divulge, grant ortransfer to any third party such Confidential Information. Upon the termination of this Agreement, such Party shall return to the owner of suchConfidential Information upon its request, or destroy any documents, materials, software or other sources carrying such ConfidentialInformation, delete any such Confidential Information from any memory device and shall cease using such Confidential Information.9.2 Both Parties hereby agree that this article shall remain valid no matter whether this Agreement is amended, cancelled or terminated.10. Indemnification10.1 Each Party shall indemnify the other Party for, and hold the other Party harmless against, any loss, damage, obligation or expense resultingfrom any litigation, claim or other request to the other Party which occurs or arises out of the other Party’s performance of its obligationsunder this Agreement and any of its business contracts.11. Governing Laws and Dispute Resolution11.1 The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the MacauSpecial Administration Region.11.2 Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settledwithin thirty (30) days after the start of negotiations, it shall be submitted to the China International Economic and Trade ArbitrationCommission for arbitration and be arbitrated in Beijing, China in accordance with its arbitrationrules when such arbitration application was submitted. The arbitral award shall be final and binding upon all Parties. Unless otherwisedecided by the arbitration commission, arbitration fees and other expenses in relation to such arbitration shall be borne by the losing Party.12. Force Majeure12.1 “Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even if foreseeable,as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances include, butare not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot,insurgence or any other similar event.12.2 Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligationsshall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extendedautomatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeure event.12.3 Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inception ofthe force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of such event offorce majeure.12.4 If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts to minimizethe effects of any event of force majeure.12.5 If the force majeure event lasts over ninety (90) days and the Parties fail to reach any agreement on a just solution, any of the Parties shall beentitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shallhave any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such termination shallnot be affected.13. Miscellaneous13.1 NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows:(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on whichthey were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemed effectivelygiven on the third (3rd) day after they were sent to such courier service agency; and(C) Notices sent by facsimile transmission shall be deemed effectively given on the first (1st) business day following the date oftransmission, as indicated on the document.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. Address: Room 229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun South Street, Haidian District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Tianquan MoParty B: Shouzheng Credit Rating Co., Ltd.Address: Room 1101, 11th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu Huang13.2 Non-implied WaiverThe failure of one Party to exercise its rights to investigate the breach of the other Party under a special circumstance shall not be deemed as awaiver of such rights in other similar cases.13.3 SeverabilityIf any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, or in conflict with public interests underany applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not in any way be affected orimpaired. Both Parties shall negotiate sincerely to reach an agreement to replace the invalid provision with a provision satisfactory to bothParties.13.4 Non-transferWithout the prior written consent of the other Party, one Party may not transfer this Agreement or any rights or obligations hereunder. ThisAgreement shall be binding upon each Party’s successors and transferees permitted under this Agreement in the same effect as if they werecontracting parties to this Agreement.13.5 CounterpartsThis Agreement is made in Chinese. This Agreement and any amendment hereto may be executed in counterparts. Either Party may sign onecopy and send such copy by facsimile transmission to the other Party, but shall forthwith send the original one. All signed documents shallconstitute one agreement, which shall come into force after both Parties sign one or more documents and send them to the other Party hereof(unless otherwise provided in the original of such documents).13.6 AmendmentThis Agreement can be amended only upon execution of a written document by both Parties. [Signature Page to Exclusive Technical Consultancy and Services Agreement]Party A (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorizedagent (Signature):/s/ Yu Huang Party B (Seal): Shouzheng Credit Rating Co., Ltd.Legal representative or authorizedagent (Signature):/s/ Yu Huang Schedule I: Content of Technical Consulting and Related ServicesParty A shall provide Party B with consulting and related services, excluding the advertising marketing business and financial business, such as:1. technical support and professional training necessary for business operation of Party B;2. information and database support and provision of software products for Party B’s business;3. installation, commissioning, maintenance and technical support for Party B’s computer system; and4. office network addition and maintenance and website security service.Schedule II: Mode of Calculation and Payment of the Consulting and Services Fees1. Fees for consulting and related services to be charged by Party A from Party B shall be calculated as follows:(1) According to the time for services provided to Party B by Party A’s technical personnel during normal working hours. The fees forservices by Party A’s employees will be calculated as the sum of the products of each person’s rate at their respective level and thenumber of hours worked; and(2) Both Parties hereby agree to negotiate separately about the charging standards of the services not contained in (1) provided by Party A.The Consulting and Services Fee to be paid by Party B shall comprise the fees in the foregoing (1) and (2).2. Party A shall notify Party B, prior to the fifth day of each month, with respect to the Consulting and Services Fees for the prior month, andParty B shall, within two (2) days after receiving such notice, pay the whole amount of the aforesaid Fee to an account designated by Party A.3. If Party A believes that for some reason, the determination mechanism of the Consulting and Services Fees stipulated in this Schedule cannotbe applied and needs to be adjusted, Party B shall actively and sincerely negotiate with Party A to determine new charging standard ormechanism within ten (10) working days after Party A requests for adjustment in writing. If Party B does not reply within ten (10) workingdays after receiving the above adjustment request, it shall be deemed to consent to the adjustment of the Consulting and Services Fees. At therequest of Party B, Party A shall also negotiate with Party B to adjust the Consulting and Services Fees. For the avoidance of doubt, anyadjustment to the Consulting and Services Fees must be approved by Party A. Exhibit 4.30EXCLUSIVE CALL OPTION AGREEMENTThis Exclusive Call Option Agreement (this “Agreement”) is made and entered into by the Parties below on September 3, 2020.(1) Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd., a company with limited liability duly incorporated and validly existingunder the PRC laws with its registered address at Room 229, 2nd Floor, Building No. 14, South District of No. 46 Zhongguancun SouthStreet, Haidian District, Beijing (“Party A”);(2) Jiatianxia Credit Management Co., Ltd., a company with limited liability duly incorporated and validly existing under the PRC laws with itsregistered address at 12th Floor, Zhongchuanzhonggong Mansion, No.966 Qingsheng Road, Tianjin Pilot Free Trade Zone (Central BusinessDistrict), Tianjin (Trusteeship No. 0192, Yujiabao Business Secretary Co., Ltd., Tianjin Free Trade Zone) (“Party B”);(3) Shouzheng Credit Rating Co., Ltd., a company with limited liability duly incorporated and validly existing under the PRC laws with itsregistered address at Room 1101, 11th Floor, Building No. 2, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing (“Party C”);and(4) China Index Holdings Limited, a company with limited liability duly registered and validly existing under the Cayman laws with itsregistered address in Cayman Islands (“Party D”);In this Agreement, Party A, Party B, Party C and Party D are each referred to as a “Party” and collectively, the “Parties.”WHEREAS:1. Party B holds 67% equity interests in Party C.2. Party A and Party C entered into an exclusive technical consultancy and services agreement (the “Exclusive Technical Consultancy andServices Agreement”) on September 3, 2020.Party B and Party A entered into an equity pledge agreement (the “Equity Pledge Agreement”) on September 3, 2020.NOW, THEREFORE, the Parties through negotiations hereby agree as follows:1. Transfer of Equity Interest1.1 Granting of RightsParty B hereby irrevocably grants Party A or one or more persons designated by Party A (each, a “Designated Person”) an irrevocable andexclusive right to purchase (the “Call Option”) from Party B the whole or a part of the equity interest in Party C held by Party B (the “TargetEquity”) exercisable by Party A at its own option and at the price set forth in Article 1.3 herein pursuant to any applicable PRC laws. Unlessthe prior written consent of Party A and its Designated Person has been obtained, Party B shall not sell, transfer or dispose of the TargetEquity in any way to any other person. Party C hereby agrees to Party B’s granting to Party A the Call Option. The reference to “person” inthis Section and this Agreement are to a natural person, legal person or non-legal person entity.1.2 Exercise ProcedureParty A shall exercise its Call Option in accordance with the relevant PRC laws and regulations. When exercising its aforesaid Call Option,Party A shall send to Party B a written notice (a “Notice of Equity Purchase”) and such Notice shall contain the following matters: (a) thedecision of Party A to exercise the Call Option; (b) the number of shares to be purchased by Party A; and (c) purchase date and transfer dateof the equity interests.1.3 Equity PriceUnless valuation is required by applicable laws, the price for the Target Equity (the “Equity Price”) shall be equal to the actual amount ofcapital injection subscribed by Party B for the Target Equity.1.4 Transfer of Target EquityWhenever Party A is to exercise its Call Option:(a) Party B shall instruct Party C to hold a shareholders meeting in time, and a resolution shall be passed during such meeting that approvesParty B’s transfer of its equity interests in Party C to Party A and/or its Designated Person.(b) Party B shall sign an equity interest transfer agreement with Party A (or its Designated Person, as applicable) in accordance with thisAgreement and the Notice of Equity Purchase.(c) The relevant Parties shall sign all other necessary contracts, agreements or documents, obtain all necessary governmental approval andconsent, take all necessary actions to transfer, without attaching any Security Interests, the ownership of the Target Equity to Party Aand/or the Designated Person; and cause Party A and/or the Designated Person to become the registered owner of the aforesaid TargetEquity. For the purposes of this Section and this Agreement, “Security Interests” include liens, warrants, mortgages, pledges, rights andinterests of a third party, any right to purchase, right to procure, right of priority, right to setoff, withholding of ownership, or othersecurity arrangement; provided, however,that the “Security Interests’’ exclude any lien or security interests under this Agreement and the Equity Pledge Agreement.(d) Before Party A and/or the Designated Person exercise the Call Option, Party B may, with the prior written consent of Party A and/or theDesignated Person, transfer to a third party other than Party A and/or the Designated Person the Target Equity, and such third party shallsucceed to all obligations, undertakings, representations and warranties of Party B under this Agreement as if it had been a Party hereof.1.5 PaymentThe parties to this Agreement agree that, from the effective date of this Agreement, Party A has the exclusive right to purchase, unlessdisclosed to Party A and with the prior written permission of Party A, in accordance with the provisions agreed in this Agreement, the entireequity interests of Party B in Party C at the minimum price allowed by the PRC laws and regulations and such purchase may be made byParty A or its designated third party at any time. Such exclusive right to purchase shall be granted to Party A after this Agreement is executedby the parties and becomes effective, and such authorization shall be irrevocable or unchangeable within the term of this Agreement oncegranted.2. Undertakings in Relation to Equity Interest2.1 Party C’s UndertakingsParty C hereby undertakes:(a) Without the prior written consent of Party A, Party C shall not supplement, amend or otherwise modify any document in any way thatrelates to the constitution of Party C, increases or reduces its registered capital, or changes the structure of its registered capital in anyother way;(b) Party C shall maintain its corporate existence, operate and deal with its business diligently and effectively in accordance with goodfinancial and commercial standards and practices;(c) Without the prior written consent of Party A, Party C shall not, in any way at any time after the execution of this Agreement, sell,transfer, mortgage or dispose of any of its legal rights and interests in relation to its assets, business or income, or allow the existence ofany other Security Interests thereon;(d) Without the prior written consent of Party A, no debts may be incurred by, or be succeeded to or warranted or allowed to exist in, PartyC, except the following debts: (i) debts incurred in the normal or daily business operations, and (ii) debts disclosed to and incurred withprior consent in writing by Party A;(e) Party C shall continue to operate all of its business normally in order to maintain the value of its assets, and may not perform any act orfail to perform an act that may materially affect its operations and the value of its assets;(f) Without the prior written consent of Party A, Party C may not sign any material contract, the value of which is over RMB 100,000,except for any contract in its normal course of business;(g) Without the prior written consent of Party A, Party C may not provide any loan or security/warranty for any other party;(h) Upon Party A’s request, Party C shall provide all materials in relation to its operations and financial condition to Party A;(i) Party C shall, with Party A’s consent, purchase and maintain insurance, the amount and specific coverage of which shall be the same asthose taken out by companies in similar businesses with similar properties or assets in the same area;(j) Without the prior written consent of Party A, Party C may not consolidate or merge with any party, acquire any party, or invest in anyparty;(k) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation tothe assets, business and income of Party C;(l) In order to maintain Party C’s ownership of all of its assets, Party C shall sign and deliver all necessary or proper documents, take allnecessary or proper actions, lodge all necessary or proper complaints or raise all necessary or proper defenses against all claims;(m) Without the prior written consent of Party A, Party C may not declare or pay dividends to its of Party C, provided however that, uponParty A’s request, Party C shall forthwith distribute all of its distributable profits to its respective shareholders as permitted by laws andregulations (including but not limited to laws and regulations related to tax collection and management); and(n) Upon Party A’s request, Party C shall appoint the person designated by Party A to take up any directorship at Party C.2.2 Party B’s UndertakingsParty B hereby undertakes:(a) Without the prior written consent of Party A, Party B shall not in any way at any time after the signing of this Agreement sell, transfer,mortgage or dispose of any of its legal rights andinterests in relation to the equity interests in Party C held by Party B, or allow the existence of any other Security Interests therein,except for the pledge of the equity interests in Party C held by Party B under the Equity Pledge Agreement;(b) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, any action to sell,transfer, mortgage or dispose of any of its legal rights and interests in relation to any equity interests in Party C, or allow the existence ofany other Security Interests therein, except for the pledge of such equity interests in Party C held by Party B under the Equity PledgeAgreement;(c) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A, that Party C is toconsolidate or merge with any party, acquire any party, or invest in any party;(d) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that happened or is to happen in relation tothe equity interests in Party C held by Party B;(e) It shall cause the shareholders meetings of Party C to vote for the transfer of the Target Equity under this Agreement;(f) In order to maintain the ownership of all of the equity interests held by Party B in Party C before transferring such equity interests toParty A, Party B shall sign and deliver all necessary or proper documents, take all necessary or proper actions, and raise all necessary orproper claims or all necessary or proper defenses against all claims;(g) Upon Party A’s request, Party B shall appoint the person designated by Party A to take up any directorship at Party C;(h) Upon Party A’s request, Party B shall unconditionally transfer its equity interests in Party C forthwith to Party A and/or the DesignatedPerson and to disclaim and give up any preemptive or priority right to purchase Party C’s equity interests;(i) Party B shall strictly comply with provisions in this Agreement and other contracts contemplated hereunder by the Parties jointly orseparately, perform its obligations hereunder and thereunder, and not perform any act or fail to perform an act that may materially affectthe validity and enforceability of this Agreement; and(j) Upon Party A’s request, Party B shall forthwith pay all the distribution profits it has obtained from Party C to Party A.3. Representations and WarrantiesParty B and Party C hereby, on the signing date of this Agreement and each date of transfer of the Target Equity, jointly and severallyrepresent and warrant to Party A as follows:(a) Each Party is legally competent and has the right to sign and deliver this Agreement, to sign pursuant to this Agreement any equitytransfer agreement (collectively referred to as “Transfer Agreement”) to transfer the Target Equity, and to perform its obligationshereunder and under any Transfer Agreement. This Agreement and any Transfer Agreement, upon execution, shall be legal, valid andbinding upon each Party and may be enforced against each Party in accordance with their terms and conditions;(b) The execution and delivery of this Agreement or any Transfer Agreement or the performance by each Party of its obligations hereunderor under any Transfer Agreement shall not (i) lead to a violation of any relevant PRC laws, (ii) be in conflict with or contradiction to thearticles of association or any other constitutional documents of Party B and Party C, (iii) lead to a violation or breach of any contract ordocument of which Party B or Party C is a party or by which it is bound, (iv) lead to a violation of any conditions affecting the grant orvalidity of any license or approval of Party B or Party C, or (v) lead to the suspension or cancellation of any license or approval, orimposition of additional conditions for such license or approval;(c) Party B owns all of the equity interests in Party C, and unless permitted in the Equity Pledge Agreement, Party B has no SecurityInterests in the aforesaid assets;(d) Party C does not have any other unpaid debts, except for (i) debts incurred in its normal business operations and (ii) debts disclosed toand incurred with Party A’s prior consent in writing; and(e) No litigation, arbitration or administrative proceedings in relation to the equity interests in Party C or Party C’s assets are currently on-going, pending, or likely to occur.4. Effective Date and TermThis Agreement shall come into force upon execution on the date first written above and shall remain valid for ten (10) years. It may beextended for an additional ten (10) years at Party A’s option. Thereafter, Party A is entitled to unilaterally extend the term of this Agreementin accordance with the aforementioned methods. Party B shall unconditionally consent to Party A’s decision to extend the term of thisAgreement.5. Governing Law and Dispute Resolution5.1 Governing LawThe PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of thisAgreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the MacauSpecial Administration Region.5.2 Dispute ResolutionAny dispute arising out of this Agreement or other related disputes shall be settled first through friendly negotiations. If such dispute cannotbe so settled within thirty (30) days after one Party sends a written notice to another Party, it may be submitted by either Party to the ChinaInternational Economic and Trade Arbitration Commission and be arbitrated in Beijing, China in accordance with its arbitration rules. Thearbitration award shall be accepted as final and binding upon all Parties.6. Taxation and ExpensesEach Party shall bear any and all taxation, cost and expenses that occur to such Party under the PRC laws for the transfer and registration forthe Target Equity and for the preparation and execution of this Agreement and any Transfer Agreement and the performance and completionof the transactions contemplated under this Agreement and any Transfer Agreement.7. NoticeAny notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addressesof the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes itsaddress, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to havebeen effectively given shall be determined as follows: (A) Notices given by personal delivery shall be deemed effectively given on the date ofpersonal delivery; (B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after thedate on which they were mailed (as indicated by the postmark), or notices sent by a courier recognized by the Parties shall be deemedeffectively given on the third (3rd) day after they were sent to such courier service agency; and (C) Notices sent by facsimile transmissionshall be deemed effectively given on the first (1st) business day following the date of transmission, as indicated on the document.Party A: Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty B: Jiatianxia Credit Management Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yan JiangParty C: Shouzheng Credit Rating Co., Ltd.Address: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu HuangParty D: China Index Holdings LimitedAddress: Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing Fax: [REDACTED] Tel: [REDACTED] Attention: Yu Huang8. ConfidentialityThe Parties hereby acknowledge and confirm that any oral or written materials exchanged between the Parties in relation to this Agreementare confidential materials. Each Party hereby agrees that it shall keep confidential any other Party’s confidential materials. Without the priorwritten consent of such other Party, such Party shall not disclose to any third party such confidential materials, unless in the following cases:(a) such materials are known or to become known by public (not disclosed to public by such Party through its own fault); (b) applicable lawsrequire disclosure of such materials; or (c) such materials are disclosed, in relation to the transactions contemplated in this Agreement, to suchParty’s legal, financial and other consultants who are subject to similar confidentiality provisions. Any disclosure of such confidentialmaterials by any working staff or institution of any Party shall be deemed as disclosure of confidential materials by such Party, and such Partyshall bear responsibilities. This section shall remain valid whether or not this Agreement has terminated due to any reason.9. Further WarrantiesThe Parties hereby agree to sign, as soon as possible, all reasonable and necessary documents or documents conducive to the Parties for thepurposes of performing this Agreement, and further take all reasonable and necessary actions or actions conducive to the Parties for thepurposes of performing this Agreement.10. Miscellaneous10.1 Modification, Amendment and SupplementAny modification, amendment and supplement to this Agreement shall be made upon written consent by the Parties.10.2 Observance of Laws and RegulationsThe Parties shall observe all PRC laws and regulations and confirm that each Party’s operations fully comply with such laws and regulations.10.3 Complete AgreementExcept for the written modification, amendment and supplement to this Agreement after its signing, this Agreement shall constitute thecomplete Agreement made by the Parties in relation to the aforesaid matters.10.4 TitleThe titles in this Agreement are for convenience only and shall not be used for interpretation, description or other purposes that may affect themeanings of provisions herein.10.5 LanguageThis Agreement is made in Chinese in five (5) originals.10.6 SeverabilityIf any of the terms or conditions hereunder or any portion thereof shall be invalid, illegal, or unenforceable under any applicable PRC laws,the validity, legality and enforceability of the remaining provisions hereunder shall not be in any way affected or impaired. The Parties shallnegotiate in good faith to reach an agreement on a provision to replace the invalid. The economic effect resulting from such valid provisionsshall be equal to that from the invalid, illegal or unenforceable provisions.10.7 SuccessorThis Agreement is binding upon each Party’s successors and transferees of equity interest, as if they were the contracting Parties hereof.10.8 Continuous ValidityAny obligations due or becoming due before the expiry of this Agreement shall continue to be valid after the expiry.10.9 Non-waiverThe failure of any Party to exercise its rights to investigate the breach of any other Party in any specific case shall not be deemed a waiver ofsuch rights in any other cases alike or not.11. Special clauseAll parties are aware and acknowledge that Party A is a wholly-owned subsidiary of Party D, and Party A is designated by Party D to enter into thisAgreement.The Parties agree that, to the extent permitted by PRC laws, Party D has the right to replace Party A at any time, or designate one or more persons(the “Designated Persons”) to replace Party A in accordance with steps determined by Party D at its own discretion, to succeed to allresponsibilities, rights and obligations of Party A as agreed in this Agreement, i.e., Party D will replace Party A. In this regard, all Parties shouldcooperate, including but not limited to cooperating with Party D in executing relevant legal documents. The reference to “person” in this Sectionand this Agreement are to a natural person, legal person or non-legal person entity.[Signature Page to Exclusive Call Option Agreement]Party A (Seal): Beijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yu Huang Party B (Seal): Jiatianxia Credit Management Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yan JiangParty C (Seal): Shouzheng Credit Rating Co., Ltd.Legal representative or authorized agent(Signature):/s/ Yu HuangParty D (Seal): China Index Holdings LimitedLegal representative or authorized agent(Signature):/s/ Yu Huang  Exhibit 8.1List of Principal Subsidiaries and Variable Interest Entity of China Index Holdings LimitedWall Street Index Research Center LLCNew YorkChinaindex Academy LimitedBritish Virgin IslandsBest Aligned LimitedBritish Virgin IslandsChina Indices Academy LimitedHong KongZhong Zhi Xun Bo (USA) Data Information Technology LLCCaliforniaBeijing Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. PRCBeijing Zhong Zhi Xun Bo Data Information Technology Co., Ltd. PRCXinjiang Zhong Zhi Shi Zheng Data Information Technology Co., Ltd. PRCXinjiang Zhong Zhi Data Information Technology Co., Ltd. PRCXinjiang Zhong Zhi Shi Zheng Big Data Co., Ltd.PRCTianjin Zhong Zhi Data Information Technology Co., Ltd.PRCShouzheng Credit Rating Co., Ltd.PRCBeijing Zhong Zhi Information Technology AcademyPRCSubsidiaries Place of IncorporationChina Index Academy LimitedHong KongVariable Interest Entities Place of IncorporationBeijing Zhong Zhi Hong Yuan Data Information Technology Co., Ltd.PRC Exhibit 12.1Certification by the Principal Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Yu Huang, certify that:1.I have reviewed this annual report on Form 20-F of China Index Holdings Limited;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule13a-15(f) and 15d-15(f)) for the company and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal controlover financial reporting; and5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalentfunctions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’sinternal control over financial reporting.November 15, 2021 Title:Chief Executive OfficerBy:/s/ Yu HuangName:Yu Huang Exhibit 12.2Certification by the Principal Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Lili Chen, certify that:1.I have reviewed this annual report on Form 20-F of China Index Holdings Limited;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule13a-15(f) and 15d-15(f)) for the company and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal controlover financial reporting; and5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalentfunctions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’sinternal control over financial reporting.November 15, 2021 By:/s/ Lili ChenName:Lili Chen Title:Deputy Chief Financial Officer Exhibit 13.1Certification by the Principal Executive OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report of China Index Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2020 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yu Huang, Chief Executive Officer of the Company,certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.November 15, 2021 By:/s/ Yu HuangName:Yu Huang Title:Chief Executive Officer Exhibit 13.2Certification by the Principal Financial OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report of China Index Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2020 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lili Chen, Deputy Chief Financial Officer of the Company,certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.November 15, 2021 Name:Lili Chen Title:Deputy Chief Financial OfficerBy:/s/ Lili Chen Exhibit 15.134/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, ChinaTelephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100November 15, 2021China Index Holdings LimitedTower A, No. 20 Guogongzhuang Middle StreetFengtai District, Beijing 100070The People’s Republic of ChinaDear Sirs:We have acted as legal advisor as to the laws of the People’s Republic of China to China Index Holdings Limited (the “Company”) in connectionwith the filing by the Company with the United States Securities and Exchange Commission of an annual report on Form 20-F for the fiscal yearended December 31, 2020 and any amendments thereto (the “Annual Report”). We hereby consent to the use and reference to our name and ouropinions and views in the Annual Report. We further consent to the filing of this letter as an exhibit to the Annual Report.In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of theUnited States Securities Act of 1933, as amended, or the regulations promulgated thereunder.Yours faithfully, /s/ Jingtian & GongchengJingtian & Gongcheng Exhibit 15.2Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the registration statement (No. 333-237917) on Form S-8 of our report dated November 15, 2021,with respect to the consolidated financial statements of China Index Holdings Limited./s/ KPMG Huazhen LLPBeijing, ChinaNovember 15, 2021

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