Hello Group Annual Report 2018

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934or ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2018.or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period from to or ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934Date of event requiring this shell company reportFor the transition period from to Commission file number: 001-36765 Momo Inc.(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)20th Floor, Block BTower 2, Wangjing SOHONo.1 Futongdong StreetChaoyang District, Beijing 100102People’s Republic of China(Address of principal executive offices)Jonathan Xiaosong Zhang, Chief Financial OfficerTelephone: +86-10-5731-0567Email: ir@immomo.com20th Floor, Block BTower 2, Wangjing SOHONo.1 Futongdong StreetChaoyang District, Beijing 100102People’s Republic of China(Name, Telephone, Email 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 Name of Each Exchange on Which RegisteredAmerican depositary shares (each American depositary sharerepresenting two Class A ordinary share, par value US$0.0001 per share) The NASDAQ Stock Market LLC(The NASDAQ Global Select Market)Class A ordinary shares, par value US$0.0001 per share* The NASDAQ Stock Market LLC(The NASDAQ Global Select Market) *Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares.Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class)Securities 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 annualreport. 333,512,014 Class A ordinary shares and 80,364,466 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2018.Indicate 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 theSecurities Exchange Act of 1934. Yes ☐ No ☒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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). 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.See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐Non-accelerated filer ☐ Emerging growth company ☐If a an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant toSection 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 AccountingStandards Codification after April 5, 2012.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 as issued by the InternationalAccounting Standards Board ☐ Other ☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. Item 17 ☐ 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 ExchangeAct). 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 SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ Table of ContentsTABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING INFORMATION 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 38 Item 4A. Unresolved Staff Comments 62 Item 5. Operating and Financial Review and Prospects 62 Item 6. Directors, Senior Management and Employees 83 Item 7. Major Shareholders and Related Party Transactions 92 Item 8. Financial Information 97 Item 9. The Offer and Listing 99 Item 10. Additional Information 99 Item 11. Quantitative and Qualitative Disclosures about Market Risk 106 Item 12. Description of Securities Other than Equity Securities 107 PART II 108 Item 13. Defaults, Dividend Arrearages and Delinquencies 108 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 108 Item 15. Controls and Procedures 109 Item 16A. Audit Committee Financial Expert 111 Item 16B. Code of Ethics 111 Item 16C. Principal Accountant Fees and Services 112 Item 16D. Exemptions from the Listing Standards for Audit Committees 112 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 112 Item 16F. Change in Registrant’s Certifying Accountant 112 Item 16G. Corporate Governance 112 Item 16H. Mine Safety Disclosure 112 PART III 113 Item 17. Financial Statements 113 Item 18. Financial Statements 113 Item 19. Exhibits 113 SIGNATURES 117 iTable of ContentsINTRODUCTIONIn this annual report, except where the context otherwise requires and for purposes of this annual report only: • “$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States; • “ADSs” refers to our American depositary shares, each representing two Class A ordinary shares, par value US$0.0001 per share; • “China” or the “PRC” refers to the People’s Republic of China, and solely for the purpose of this annual report, excludes Hong Kong,Macau and Taiwan; • “MAUs” refers to monthly active users. We define Momo MAUs during a given calendar month as Momo users who were daily active usersfor at least one day during the 30-day period counting back from the last day of such calendar month. Momo daily active users are userswho accessed our platform through mobile devices and utilized any of the functions on our platform on a given day. • “Momo Inc.,” “we,” “us,” “our company,” or “our” refers to our holding company Momo Inc., its subsidiaries and its consolidated affiliatedentity and its subsidiaries; • “ordinary shares” prior to the completion of our initial public offering in December 2014 refers to our ordinary shares of par valueUS$0.0001 per share, and upon and after the completion of our initial public offering refers to our Class A and Class B ordinary shares, parvalue US$0.0001 per share; and • “RMB” or “Renminbi” refers to the legal currency of China.FORWARD-LOOKING INFORMATIONThis annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. Thesestatements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “could,” “should,” “would,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”“believe,” “likely to,” “project,” “continue,” “potential” or other similar expressions. We have based these forward-looking statements largely on ourcurrent expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations,business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about: • our goals and strategies; • our future business development, financial condition and results of operations; • the expected growth of mobile social networking platforms, live video services, mobile marketing services, mobile games and onlineentertainment services in China; • our expectations regarding demand for and market acceptance of our services; • our expectations regarding our user base and level of user engagement; • our monetization strategies; • our plans to invest in our technology infrastructure; • competition in our industry; and • relevant government policies and regulations relating to our industry. 1Table of ContentsYou should not place undue reliance on these forward-looking statements and you should read these statements in conjunction other sections ofthis annual report, in particular the risk factors disclosed in “Item 3. Key Information—D. Risk Factors.” These statements involve known and unknownrisks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed orimplied by the forward-looking statements. Moreover, we operate in a rapidly evolving environment. New risks emerge from time to time and it isimpossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, orcombination of factors, may cause actual results to differ from those contained in any forward-looking statement. The forward-looking statements madein this annual report relate only to events or information as of the date on which the statements are made in this annual report. We do not undertake anyobligation to update or revise the forward-looking statements except as required under applicable law.PART I Item 1.Identity of Directors, Senior Management and AdvisersNot applicable. Item 2.Offer Statistics and Expected TimetableNot applicable. Item 3.Key Information A.Selected Financial DataThe following table presents the selected consolidated financial information of our company. The selected consolidated statements ofcomprehensive (loss) income data for the years ended December 31, 2016, 2017 and 2018 and the selected consolidated balance sheets data as ofDecember 31, 2017 and 2018 have been derived from our audited consolidated financial statements included in this annual report beginning onpage F-1. The selected consolidated statements of comprehensive (loss) income data for the years ended December 31, 2014 and 2015 and the selectedconsolidated balance sheets data as of December 31, 2014, 2015 and 2016 have been derived from our audited consolidated financial statements notincluded in this annual report. Our audited consolidated financial statements are prepared and presented in accordance with accounting principlesgenerally accepted in the United States, or U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period. Youshould read the following selected financial data in conjunction with the consolidated financial statements and related notes and “Item 5. Operatingand Financial Review and Prospects” included elsewhere in this annual report. Year Ended December 31, 2014RMB 2015RMB 2016RMB 2017RMB 2018RMB 2018US$ (in thousands, except share and share-related data) Selected Data of Consolidated Statements of Operations Net Revenues(1) 275,762 843,119 3,707,358 8,886,390 13,408,421 1,950,174 Cost and expenses(2) Cost of revenues (97,129) (190,900) (1,619,327) (4,373,377) (7,182,897) (1,044,709) Research and development expenses (57,054) (146,292) (208,647) (346,144) (760,644) (110,631) Sales and marketing expenses (219,249) (330,883) (647,238) (1,467,376) (1,812,262) (263,583) General and administrative expenses (63,939) (144,135) (259,712) (422,005) (640,023) (93,087) Total cost and expenses (437,371) (812,210) (2,734,924) (6,608,902) (10,395,826) (1,512,010) Other operating income 160 4,474 2,659 156,764 253,697 36,899 (Loss) Income from operations (161,449) 35,383 975,093 2,434,252 3,266,292 475,063 2Table of Contents Year Ended December 31, 2014RMB 2015RMB 2016RMB 2017RMB 2018RMB 2018US$ (in thousands, except share and share-related data) Interest income 4,443 49,037 54,603 145,568 272,946 39,698 Interest expense — — — — (56,503) (8,218) Impairment loss on long-term investments — — (39,283) (30,085) (43,200) (6,283) (Loss) Income before income tax and share of incomeon equity method investments (157,006) 84,420 990,413 2,549,735 3,439,535 500,260 Income tax expenses — (561) (34,638) (445,001) (699,648) (101,760) (Loss) Income before share of income on equitymethod investments (157,006) 83,859 955,775 2,104,734 2,739,887 398,500 Share of income on equity method investments — 2,375 23,194 39,729 48,660 7,077 Net (loss) income (157,006) 86,234 978,969 2,144,463 2,788,547 405,577 Less: net loss attributable to non-controlling interest — — — (3,635) (27,228) (3,960) Net (loss) income attributable to Momo Inc. (157,006) 86,234 978,969 2,148,098 2,815,775 409,537 Deemed dividend to preferred shareholders (357,673) — — — — — Net (loss) income attributable to ordinaryshareholders (514,679) 86,234 978,969 2,148,098 2,815,775 409,537 Net (loss) income per share attributable to ordinaryshareholders Basic (6.03) 0.23 2.54 5.44 6.92 1.01 Diluted (6.03) 0.21 2.41 5.17 6.59 0.96 Weighted average shares used in computing net (loss)income per ordinary share Basic 85,293,775 342,646,282 377,335,923 394,549,323 407,009,875 407,009,875 Diluted 85,293,775 401,396,548 407,041,165 415,265,078 433,083,643 433,083,643 Notes: (1)Components of our net revenues are presented in the following table: Year Ended December 31, 2014RMB 2015RMB 2016RMB 2017RMB 2018RMB 2018US$ (in thousands) Live video service — 7,846 2,534,604 7,429,906 10,709,491 1,557,631 Value-added service 183,378 367,405 449,781 695,798 1,883,150 273,893 Mobile marketing 12,150 245,337 441,644 514,279 500,321 72,769 Mobile games 69,230 195,411 236,238 241,388 130,392 18,965 Other services 11,004 27,120 45,091 5,019 185,067 26,916 Total 275,762 843,119 3,707,358 8,886,390 13,408,421 1,950,174 3Table of Contents(2)Share-based compensation expenses were allocated in cost and expenses as follows: Year Ended December 31, 2014RMB 2015RMB 2016RMB 2017RMB 2018RMB 2018US$ (in thousands) Cost of revenues 954 5,772 18,521 13,547 21,661 3,150 Research and development expenses 4,148 22,046 37,455 59,190 152,806 22,225 Sales and marketing expenses 4,531 23,767 39,139 79,032 142,927 20,788 General and administrative expenses 31,291 57,857 115,724 183,204 263,419 38,313 Total 40,924 109,442 210,839 334,973 580,813 84,476 The following table presents our selected consolidated balance sheet data as of December 31, 2014, 2015, 2016, 2017 and 2018. As of December 31 2014RMB 2015RMB 2016RMB 2017RMB 2018RMB 2018US$ (in thousands) Selected Consolidated Balance Sheet Data: Cash and cash equivalents 2,798,078 1,097,783 1,788,268 4,462,194 2,468,034 358,961 Total assets 2,968,926 3,511,985 5,344,283 8,471,188 18,965,538 2,758,423 Total liabilities 236,470 477,871 942,289 1,719,088 7,942,679 1,155,214 Total equity 2,732,456 3,034,114 4,401,994 6,752,100 11,022,859 1,603,209 Changing in Reporting Currency and Exchange Rate InformationOur business is primarily conducted in China and almost all of our revenues are denominated in RMB. Effectively from the fourth quarter of2018, we changed our reporting currency from U.S. dollar to RMB. The change in reporting currency is to improve investors’ ability to evaluate ourfinancial results against other comparable publicly traded companies in the industry. Prior to the fourth quarter of 2018, we reported our annual andquarterly consolidated balance sheets and consolidated statements of income and comprehensive income and shareholder’s equity and cash flows inU.S. dollar. In this annual report, the financial results for the year ended December 31, 2018 are stated in RMB. The related financial statements prior tothe current period have been recast to reflect RMB as the reporting currency for comparison to the financial results for the year ended December 31,2018.Current period amounts in this annual report are translated into U.S. dollars for the convenience of the readers. The conversion of RMB into U.S.dollars in this annual report is based on the noon buying rate in New York City for cable transfers in RMB as certified for customs purposes by theFederal Reserve Board. Unless otherwise stated, all translations of RMB into U.S. dollars were made at the rate at RMB6.8755 to US$1.00, theexchange rate as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of December 31, 2018. Wemake no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be , atany particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversionof RMB into foreign exchange and through restrictions on foreign trade. B.Capitalization and IndebtednessNot applicable. C.Reasons for the Offer and Use of ProceedsNot applicable. 4Table of ContentsD.Risk FactorsRisks Related to Our Business and IndustryIf we fail to retain our existing users, further grow our user base, or if user engagement on our platform declines, our business and operating resultsmay be materially and adversely affected.The size of our user base and the level of our user engagement are critical to our success. Although our MAUs generally grew over time since ourinception, there were times when our user base failed to grow as we expected. For example, the growth rate of our MAUs significantly decreased in2015 primarily due to the reduced growth of number of smartphone users in China, and upgrades to our platform that were difficult for some of ourusers to adapt to. There is no guarantee that our MAUs will continue to grow at a desirable rate or at all. Growing our user base and increasing theoverall level of user engagement on our social networking platform and in particular our live video service, which currently contributes a majority ofour revenues, are critical to our business. If our user growth rate slows down, as it did in 2015, our success will become increasingly dependent on ourability to retain existing users and enhance user engagement on our platform. If our Momo mobile application is no longer one of the socialnetworking tools that people frequently use, or if people do not perceive our services to be interesting or useful, we may not be able to attract users orincrease the frequency or degree of their engagement. A number of user-oriented instant communication products that achieved early popularity havesince seen the size of their user base or level of user engagement decline, in some cases precipitously. There is no guarantee that we will not experiencea similar erosion of our user base or user engagement level in the future. A number of factors could negatively affect user retention, growth andengagement, including if: • we are unable to attract new users to our platform or retain existing ones; • we fail to introduce new and improved services, or if we introduce services that are not favorably received by users; • we are unable to combat spam on or inappropriate or abusive use of our platform, which may lead to negative public perception of us andour brand; • technical or other problems prevent us from delivering our services in a rapid and reliable manner or otherwise adversely affect the userexperience; • we suffer from negative publicity, fail to maintain our brand or if our reputation is damaged; • we fail to address user concerns related to privacy and communication, safety, security or other factors; • there are adverse changes in our services that are mandated by, or that we elect to make to address, legislation, regulations or governmentpolicies; and • the growth of number of smartphone users in China stalls.If we are unable to grow our user base or enhance user engagement, our platform will become less attractive to our users, customers and platformpartners, which would have a material and adverse impact on our business and operating results.We cannot guarantee that the monetization strategies we have adopted will be successfully implemented or generate sustainable revenues andprofits.As online social networking and online entertainment industries in China are relatively young, prevailing monetization models similar to ourshave yet to be proven to be sustainable, and it may be more difficult to predict user and customer behaviors and demands compared to otherestablished industries. Our monetization model has been evolving. We began to generate revenues in the second half of 2013 primarily throughmembership subscriptions and also game publishing and other services, but we continue to explore and implement new monetization models. Whilemembership subscriptions contributed a majority of our revenues prior to 2016, live video service, which we launched in September 2015 and adopteda virtual items-based revenue model, has replaced membership subscription as our major source of revenues in 2016, 2017 and 2018. The services thatwe currently provide, including live video service, value-added service (comprising membership subscriptions and virtual gift service), mobilemarketing services, mobile games, and other services, contributed approximately 79.9%, 14.0%, 3.7%, 1.0% and 1.4%, respectively, of our netrevenues in 2018. Apart from live video services, from time to time we have launched new services on our platform, explored new monetization modelsand broadened our revenue sources, and we expect to continue to do so. For example, in February 2015, we launched our first self-developed game onour platform, which generated revenues through in-game purchases of virtual items. In the second quarter of 2015, we launched our in-feed marketingsolutions powered by a proprietary self-served advertising system, and started to offer brand-oriented display ads and action-driven ad products such asapp downloads. In the fourth quarter of 2016, we launched a virtual gift service which allows our users to purchase and send virtual gifts to other usersoutside of live video service. In 2018, we produced a television program. However, there is no assurance that any of these and other new monetizationmodels would be profitable or sustainable. If our strategic initiatives do not enhance our ability to monetize our existing services or enable us todevelop new approaches to monetization, we may not be able to maintain or increase our revenues and profits or recover any associated costs. 5Table of ContentsWe may in the future introduce new services to further diversify our revenue streams, including services with which we have little or no priordevelopment or operating experience. If these new or enhanced services fail to engage users, customers or platform partners, we may fail to attract orretain users or to generate sufficient revenues to justify our investments, and our business and operating results may suffer as a result.We operate in a highly dynamic market, which makes it difficult to evaluate our future prospects.The market for social networking platforms is relatively new, highly dynamic and may not develop as expected. Our users, customers andplatform partners may not fully understand the value of our services, and potential new users, customers and platform partners may have difficultydistinguishing our services from those of our competitors. Convincing potential users, customers and platform partners of the value of our services iscritical to the growth of our user base and the success of our business.We launched our Momo mobile application in August 2011. The operating history and our evolving monetization strategies make it difficult toassess our future prospects or forecast our future results. You should consider our business and prospects in light of the risks and challenges weencounter or may encounter in this developing and rapidly evolving market. These risks and challenges include our ability to, among other things: • expand our paying user base for the various services offered by our platform, including live video service, value-added service, mobilegames and others; • develop and deploy diversified and distinguishable features and services for our users, customers and platform partners; • convince customers of the benefits of our marketing services compared to alternative forms of marketing, and continue to increase theefficiency of our mobile marketing solutions and expand our network of marketers; • develop or implement strategic initiatives to monetize our platform; • develop beneficial relationship with key strategic partners, talented broadcasters and talent agencies for our live video service; • develop a reliable, scalable, secure, high-performance technology infrastructure that can efficiently handle increased usage; • successfully compete with other companies, some of which have substantially greater resources and market power than us, that are currentlyin, or may in the future enter, our industry, or duplicate the features of our services; • attract, retain and motivate talented employees; and • defend ourselves against litigation, regulatory, intellectual property, privacy or other claims.If we fail to educate potential users, customers and platform partners about the value of our services, if the market for our platform does notdevelop as we expect or if we fail to address the needs of this dynamic market, our business will be harmed. Failure to adequately address these or otherrisks and challenges could harm our business and cause our operating results to suffer. 6Table of ContentsWe currently generate a substantial majority of our revenues from our live video service. We may not be able to continue to grow or continue toachieve profitability from such service.In September 2015, we launched our live video service with a virtual items-based revenue model, whereby users can enjoy live performances andinteract with the broadcasters for free, and have the option of purchasing in-show virtual items. We have achieved initial success for this service, whichcontributed RMB2,534.6 million, RMB7,429.9 million and RMB10,709.5 million (US$1,557.6 million) to, or 68.4%, 83.6% and 79.9% of, our netrevenues in 2016, 2017 and 2018, respectively. While we plan to continue to invest significantly in expanding our live video service, we may not beable to continue to achieve the level of profitability based on the virtual items-based revenue model, as we have limited experience in operating suchservice. In addition, popular broadcasters or talent agencies may cease to use our service and we may be unable to attract new talents that can attractusers or cause such users to increase the amount of time spent on our platform or the amount of money spent on in-show virtual items.Although we believe we have a large and diversified pool of talented broadcasters, talent agencies as well as paying users (which allows us tomanage the risk of revenue concentration) and have entered into multi-year exclusivity agreements with popular broadcasters, if a large number of ourbroadcasters, particularly popular broadcasters, were to leave our platform for competing platforms at the same time, if we are unable to negotiateacceptable business terms with popular broadcasters or talent agencies, or if a large number of our users decided to use live video services provided byour competitors, we might not be able to expand the user base of our live video service and achieve or maintain the level of revenues and profitabilityas we currently anticipate. Broadcasters provide live video service on our platform as an individual or as a member of a talent agency. The talentagencies recruit, train and retain the broadcasters. We are committed to provide strong support and resources to broadcasters and talent agencies to offerhigh-quality content. We are also committed to closely cooperate and develop long-term relationship with broadcasters and talent agencies. However,under our current arrangements with our broadcasters and talent agencies, we share with them a portion of the revenues we derive from the sales of in-show virtual items in our live video service. Payments of revenue sharing to broadcasters and talent agencies for our live video service constitute amajor portion of our cost of revenues. If we are required to share a larger portion of our revenues with the broadcasters and talent agencies forcompetition purpose, our results of profitability may be adversely impacted.We may not be able to successfully maintain and increase the number of paying users for the various services we offer on our platform.Our future growth depends on our ability to convert our users into paying users of our services, including live video service, value-added service,mobile games and other services, and our ability to retain our existing paying users. However, we cannot assure you that we will be successful in any ofthe foregoing initiatives, nor can we assure you that we will be able to successfully compete with current and new competitors on attracting payingusers. We had 17.7 million paying users in 2018 for our live video service and value-added services on Momo application, compared to 13.7 million in2017 and 8.0 million in 2016 without double counting the overlap of each year. We also had 4.1 million paying users on Tantan application from June1, 2018 to December 31, 2018. Our efforts to provide greater incentives for our users to pay for our various services may not continue to succeed. Ourpaying users may discontinue their spending on our services because they may no longer serve our paying users’ needs, or simply because the interestsand preferences of these users shift. If we cannot successfully maintain or increase the number of our paying users, our business, results of operationsand prospects will be adversely affected.The loss of marketers, or reduction in spending by marketers, could harm our business.Our mobile marketing services generated 11.9%, 5.8% and 3.7% of our revenues in 2016, 2017 and 2018, respectively. Currently our mobilemarketing services primarily comprise in-feed marketing solutions and brand-oriented display ads. As is common in the industry, our marketers do nothave long-term advertising commitments with us. Many of our marketers spend only a relatively small portion of their overall advertising budgets withus. In addition, marketers may view some of our products as experimental and unproven. Marketers may not continue to do business with us, or theymay advertise with us based on terms unfavorable to us, if we do not deliver our marketing solutions in an effective manner, or if they do not believethat their investment in advertising with us will generate a competitive return relative to other alternatives. For example, failure to maintain or increasethe quantity or quality of ads shown to users, or a decrease in user engagement may cause marketers to reduce or cease their spending on our mobilemarketing services. 7Table of ContentsOur business is dependent on the strength of our brands and market perception of our brand.In China, we market our services under the brands “陌陌” or “Momo” and “探探” or “Tantan.” Our business and financial performance are highlydependent on the strength and the market perception of our brands and services. A well-recognized brand is critical to increasing our user base and, inturn, facilitating our efforts to monetize our services and enhancing our attractiveness to customers. From time to time, we conduct marketing activitiesacross various media to enhance our brands and to guide public perception of our brands and services. In order to create and maintain brand awarenessand brand loyalty, to influence public perception and to retain existing and attract new mobile users, customers and platform partners, we may need tosubstantially increase our marketing expenditures. We cannot assure you, however, that these activities will be successful or that we will be able toachieve the brand promotion effect we expect.In addition, people may not understand the value of our platform, and there may be a misperception that Momo is used solely as a tool torandomly meet or date strangers. Convincing potential new users, customers and platform partners of the value of our services is critical to increasingthe number of our users, customers and platform partners and to the success of our business.Content posted or displayed on our social networking platform, including the live video shows hosted by us or our users, may be found objectionableby PRC regulatory authorities and may subject us to penalties and other severe consequences.The PRC government has adopted regulations governing internet and wireless access and the distribution of information over the internet andwireless telecommunications networks. Under these regulations, internet content providers and internet publishers are prohibited from posting ordisplaying over the internet or wireless networks content that, among other things, violates the principle of the PRC constitution, laws and regulations,impairs the national dignity of China or the public interest, or is obscene, superstitious, fraudulent or defamatory. Furthermore, internet contentproviders are also prohibited from displaying content that may be deemed by relevant government authorities as instigating ethnical hatred andharming ethnical unity, harming the national religious policy, “socially destabilizing” or leaking “state secrets” of the PRC. Failure to comply withthese requirements may result in the revocation of licenses to provide internet content or other licenses, the closure of the concerned platforms andreputational harm. The operator may also be held liable for any censored information displayed on or linked to their platform.We have designed and implemented procedures to monitor content on our social networking platform, including the live video shows hosted byus or our users, in order to comply with relevant laws and regulations. However, it may not be possible to determine in all cases the types of contentthat could result in our liability as a distributor of such content and, if any of the content posted or displayed on our social networking platform isdeemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could becomesubject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially andadversely affect our business, financial condition and results of operations.We may also be subject to potential liability for any unlawful actions by our users on our platform. It may be difficult to determine the type ofcontent or actions that may result in liability to us and, if we are found to be liable, we may be prevented from operating our business in China.Moreover, the costs of compliance with these regulations may continue to increase as a result of more content being made available by an increasingnumber of users of our social networking platform, which may adversely affect our results of operations. Although we have adopted internal proceduresto monitor content and to remove offending content once we become aware of any potential or alleged violation, we may not be able to identify all thecontent that may violate relevant laws and regulations or third-party intellectual property rights. Even if we manage to identify and remove offensivecontent, we may still be held liable.Our acquisition of Tantan, and the subsequent integration of Tantan into our business, creates significant challenges which may affect our ability torealize the benefits of the acquisition and have a material adverse effect on our business, reputation, results of operations and financial condition.In May 2018, we completed the acquisition of Tantan, a Chinese social and dating app for approximately 5.3 million newly issued Class Aordinary shares of the Company and US$613.2 million in cash. While we currently expect Tantan to remain a stand-alone brand and to largely operateindependently, the process of integrating certain aspects of Tantan’s operations into our own operations is still continuing and could result inunforeseen operating difficulties, divert significant management attention and require significant resources that would otherwise have been availablefor the ongoing development of our existing operations. Challenges and risks from the Tantan acquisition include, among others: • the difficulty in retaining Tantan’s users following the acquisition; 8Table of Contents • the need to integrate certain operations, systems, technologies, and personnel of Tantan, the inefficiencies that may result if suchintegration is delayed or not implemented as expected, and unforeseen difficulties and expenditures that may arise in connectionwith such integration; • the difficulty in successfully evaluating and utilizing Tantan’s technology and features; • the difficulty in integrating potentially contrasting corporate cultures and management philosophies; • diversion of our management’s and personnel’s attention from our existing businesses and initiatives; • the difficulty in retaining employees following the acquisition; • the difficulties relating to achieving the expected synergies of the transaction; • the incurrence of unforeseen obligations or liabilities, which may entail significant expense; and • the difficulty in integrating Tantan’s financial reporting, which may affect our ability to maintain effective controls and proceduresover our consolidated financial reporting.Moreover, we may not be able to achieve our intended strategic goals or attain the synergies from the transaction. If we are unable to successfullyintegrate Tantan and manage the larger business, or are unable to achieve the expected benefits of the transaction, we may be required to recordsubstantial impairment charges to goodwill. Any such negative development could have a material adverse effect on our business, reputation, results ofoperations and financial condition.The mobile social and dating industry is an evolving and competitive market, with low switching costs and a consistent stream of new products andentrants, and innovation by Tantan’s competitors may disrupt its business.The mobile social and dating industry in China is evolving and competitive, and has experienced a consistent stream of new products and marketentrants within recent years. Tantan’s competitors may hold a stronger competitive positions in certain geographical regions or with certain userdemographics that we currently serve or may serve in the future. These advantages could enable these competitors to offer features and services that aremore appealing to current users and potential users than our features and services or to respond more quickly and/or cost-effectively than us to new orchanging opportunities.In addition, within the mobile social and dating industry generally, costs for consumers to switch between products and apps are low, andconsumers have demonstrated a propensity to try new approaches to connecting with people. As a result, new products, entrants and business modelsare likely to continue to emerge. It is possible that a new app could gain rapid scale at the expense of existing brands through harnessing a newtechnology or distribution channel, creating a new approach to connecting people or some other means. If we are not able to compete effectivelyagainst our current or future competitors and other apps, products and services that may emerge, the size and level of engagement of our user base maydecrease, which could have a material adverse effect on our business, financial condition and results of operations.We may be unsuccessful in monetizing Tantan’s social and dating services.Tantan is a relatively new mobile social and dating app with a limited operating history and track record of monetization of its services. Thesuccess of the Tantan acquisition will be significantly affected by our ability to continue to grow the monetization of Tantan. However, we may beunable to do so due to, among other reasons, Tantan’s users ceasing to use mobile technology for dating and socializing, Tantan’s users opting to forgopaid services on the app, perceived or actual privacy concerns, the introduction of new regulations on the use and monetization of user data, and theintroduction of competition offering lower cost services or additional or different features. If we are unable to successfully monetize Tantan’s business,we may be unable to achieve the expected benefits of the Tantan acquisition, which could have a material adverse effect on our business, reputation,results of operations and financial condition. 9Table of ContentsTantan’s growth and profitability rely, in part, on its ability to attract and retain users, which involves considerable expenditure. Any failure in theseefforts could adversely affect our business, financial condition and results of operations.Tantan commenced monetization of its business in July 2017, and historically has not been profitable. In order to continue to grow its businessand eventually become profitable, Tantan will need to continue to attract and retain users for Tantan’s app, which will involve considerableexpenditures. Historically, Tantan has had to increase its selling and marketing expenses over time in order to attract and retain users and sustain itsgrowth in users.Tantan’s marketing expenditures consist primarily of investments in paid marketing channels to acquire more users and drive traffic to the app.To continue to reach potential users and grow the Tantan business, we must identify and devote more of Tantan’s overall marketing expenditures tonew and evolving marketing channels, which may include mobile and virtual platforms. The opportunities in and sophistication of newer marketingchannels generally are relatively undeveloped and unproven, making it difficult to assess returns on investment associated with such channels, andthere can be no assurance that we will be able to continue to appropriately manage and fine-tune our marketing efforts in response to these and othertrends in the industry. Any failure to do so could have a material adverse effect on our business, reputation, results of operations and financialcondition.Negative publicity may harm our brand and reputation and have a material adverse effect on our business and operating results.Negative publicity involving us, our users, our management, our social networking platform or our business model may tarnish our reputationand materially and adversely harm our brand and our business. We cannot assure you that we will be able to defuse negative publicity about us, ourmanagement and/or our services to the satisfaction of our investors, users, customers and platform partners. There has been negative publicity about ourcompany and the misuse of our services, which has adversely affected our brand, public image and reputation. Such negative publicity, especiallywhen it is directly addressed against us, may also require us to engage in defensive media campaigns. This may cause us to increase our marketingexpenses and divert our management’s attention and may adversely impact our business and results of operations.Any legal action, regardless of its merits, could be time consuming and could divert the attention of our management away from our business anda failure of any legal action may bring negative impact on our reputation and cause a loss of our brand equity, which would reduce the use of ourplatform and demand for our services. Moreover, any attempts to rebuild our reputation and restore the value of our brand may be costly and timeconsuming, and such efforts may not ultimately be successful.User misconduct and misuse of our platform may adversely impact our brand image, and we may be held liable for information or content displayedon, retrieved from or linked to our platform, which may materially and adversely affect our business and operating results.Our platform allows mobile users to freely contact and communicate with people nearby, and our live video service allows users to host and viewlive shows. Because we do not have full control over how and what users will use our platform to communicate, our platform may be misused byindividuals or groups of individuals to engage in immoral, disrespectful, fraudulent or illegal activities. For example, on a daily basis we detect spamaccounts through which illegal or inappropriate content is posted and illegal or fraudulent activities are conducted. Media reports and internet forumshave covered some of these incidents, which have in some cases generated negative publicity about our brand and platform. We have implementedcontrol procedures to detect and block illegal or inappropriate content and illegal or fraudulent activities conducted through the misuse of ourplatform, but such procedures may not prevent all such content from being broadcasted or posted or activities from being carried out. Moreover, as wehave limited control over real-time and offline behaviors of our users, to the extent such behaviors are associated with our platform, our ability toprotect our brand image and reputation may be limited. Our business and the public perception of our brand may be materially and adversely affectedby misuse of our platform.In addition, if any of our users suffers or alleges to have suffered physical, financial or emotional harm following contact initiated on ourplatform, we may face civil lawsuits or other liabilities initiated by the affected user, or governmental or regulatory actions against us. In response toallegations of illegal or inappropriate activities conducted through our platform or any negative media coverage about us, PRC government authoritiesmay intervene and hold us liable for non-compliance with PRC laws and regulations concerning the dissemination of information on the internet andsubject us to administrative penalties or other sanctions, such as requiring us to restrict or discontinue some of the features and services provided onour mobile application. Therefore, our business may be subject to investigations or subsequent penalties if contents generated by our users are deemedto be illegal or inappropriate under PRC laws and regulations. See “—Risks Related to Doing Business in China—If we fail to obtain and maintain therequisite licenses and approvals required under the complex regulatory environment applicable to our businesses in China, or if we are required to takecompliance actions that are time-consuming or costly, our business, financial condition and results of operations may be materially and adverselyaffected.” As a result, our business may suffer, our user base, revenues and profitability may be materially and adversely affected, and the price of ourADSs may decline. 10Table of ContentsThe market in which we operate is fragmented and highly competitive. If we are unable to compete effectively for users or user engagement, ourbusiness and operating results may be materially and adversely affected.As a social networking platform that provides multiple services, including live video service, value-added service, mobile marketing services andother services, we are subject to intense competition from providers of similar services, as well as potential new types of online services. Ourcompetitors may have substantially more cash, traffic, technical, broadcasters, business networks and other resources, as well as broader product orservice offerings and can leverage their relationships based on other products or services to gain a larger share of marketing budgets. We may be unableto compete successfully against these competitors or new market entrants, which may adversely affect our business and financial performance.We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including: • the popularity, usefulness, ease of use, performance and reliability of our services compared to those of our competitors, and the researchand development abilities of us and our competitors; • changes mandated by, or that we elect to make to address, legislation, regulations or government policies, some of which may have adisproportionate effect on us; • acquisitions or consolidation within our industry, which may result in more formidable competitors; • our ability to monetize our services; • our ability to attract, retain, and motivate talented employees; • our ability to manage and grow our operations cost-effectively; and • our reputation and brand strength relative to our competitors.If we fail to keep up with technological developments and evolving user expectations, we may fail to maintain or attract users, customers or platformpartners, and our business and operating results may be materially and adversely affected.We operate in a market characterized by rapidly changing technologies, evolving industry standards, new product and service announcements,new generations of product enhancements and changing user expectations. Accordingly, our performance and the ability to further monetize theservices on our platform will depend on our ability to adapt to these rapidly changing technologies and industry standards, and our ability tocontinually innovate in response to both evolving demands of the marketplace and competitive services. There may be occasions when we may not beas responsive as our competitors in adapting our services to changing industry standards and the needs of our users. Historically, new features may beintroduced by one player in the industry, and if they are perceived as attractive to users, they are often quickly copied and improved upon by others.Introducing new technologies into our systems involves numerous technical challenges, substantial amounts of capital and personnel resourcesand often takes many months to complete. For example, the market for mobile devices in China is highly fragmented, and the lower resolution,functionality, operating system compatibility and memory currently associated with the kaleidoscopic models of mobile devices in the Chinesemarketplace may make the use of our services through these devices more difficult and impair the user experience. We intend to continue to devoteresources to the development of additional technologies and services. We may not be able to effectively integrate new technologies on a timely basisor at all, which may decrease user satisfaction with our services. Such technologies, even if integrated, may not function as expected or may be unableto attract and retain a substantial number of mobile device users to use our Momo mobile application. We also may not be able to protect suchtechnology from being copied by our competitors. Our failure to keep pace with rapid technological changes may cause us to fail to retain or attractusers or generate revenues, and could have a material and adverse effect on our business and operating results. 11Table of ContentsIf we fail to effectively manage our growth and control our costs and expenses, our business and operating results could be harmed.We have experienced rapid growth in our business and operations and expansion of our platform since our inception in 2011, which placessignificant demands on our management, operational and financial resources. However, given the rapidly evolving market in which we compete, wemay encounter difficulties as we establish and expand our operations, product development, sales and marketing, and general and administrativecapabilities. We face significant competition for talented employees from other high-growth companies, which include both publicly traded andprivately held companies, and we may not be able to hire new talents quickly enough to meet our needs and support our operations. If we fail toeffectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale,productivity and retention could suffer, and our business and operating results could be adversely affected.We expect our costs and expenses to continue to increase in the future as we seek to broaden our user base and increase user engagement, anddevelop and implement new features and services. In addition, our cost and expenses, such as our research and development expenses, sales andmarketing expenses and general and administrative expenses, have grown rapidly as we expanded our business. Historically, our costs and expenseshave increased each year, and we expect to continue to incur increasing costs and expenses to support our anticipated future growth. Continued growthcould also strain our ability to maintain reliable service levels for our users and customers, develop and improve our operational, financial, legal andmanagement controls, and enhance our reporting systems and procedures. If we are unable to generate adequate revenues and to manage our expenses,we may again incur significant losses in the future and may not be able to maintain profitability. Our expenses may grow faster than our revenues, andour expenses may be greater than we anticipate. Managing our growth will require significant expenditures and the allocation of valuable managementresources. If we fail to achieve the necessary level of efficiency in our organization as we grow, our business, operating results and financial conditioncould be harmed.We may not be able to remain profitable, and the consolidation of the results of operations of Tantan with ours may negatively impact our financialperformance and results of operations.We believe that our future revenue growth will depend on, among other factors, the popularity of social networking applications and our abilityto attract new users, increase user engagement, effectively design and implement monetization strategies, develop new services and competeeffectively and successfully, as well as our ability to successfully monetize Tantan’s operations. In addition, our ability to sustain profitability isaffected by various factors, many of which are beyond our control, such as the continuous development of social networking, live video services,mobile marketing services, and mobile games in China. We may again incur losses in the near future due to our continued investments in services,technologies, research and development and our continued sales and marketing initiatives. Changes in the macroeconomic and regulatoryenvironment or competitive dynamics and our inability to respond to these changes in a timely and effective manner may also impact our profitability.Furthermore, we completed our acquisition of Tantan in May 2018, and consolidate Tantan’s results starting in the second quarter of 2018. Tantancommenced monetization of its business in July 2017 and historically has not been profitable. If Tantan continues to incur losses, this may also affectour ability to remain profitable. Accordingly, you should not rely on the revenues of any prior quarterly or annual period as an indication of our futureperformance.Privacy concerns relating to our services and the use of user information could negatively impact our user base or user engagement, or subject us togovernmental regulation and other legal obligations, which could have a material and adverse effect on our business and operating results.We collect user profile, user location and other personal data from our users in order to better understand our users and their needs and to supportour social interest graph engine and our big data analytical capabilities for more targeted services such as interest- or location-based user groups andmobile marketing services. Concerns about the collection, use, disclosure or security of personal information, chat history or other privacy-relatedmatters, even if unfounded, could damage our reputation, cause us to lose users, customers and platform partners and subject us to regulatoryinvestigations, all of which may adversely affect our business. While we strive to comply with applicable data protection laws and regulations, as wellas our privacy policies pursuant to our terms of use and other obligations we may have with respect to privacy and data protection, any failure orperceived failure to comply with these laws, regulations or policies may result, and in some cases have resulted, in inquiries and other proceedings oractions against us by government agencies or others, as well as negative publicity and damage to our reputation and brand, each of which could causeus to lose users, customers and platform partners and have an adverse effect on our business and operating results. 12Table of ContentsAny system failure or compromise of our security that results in the unauthorized access to or release of the data or chat history of our users,customers or platform partners could significantly limit the adoption of our services, as well as harm our reputation and brand. We expect to continueexpending significant resources to protect against security breaches. The risk that these types of events could seriously harm our business is likely toincrease as we expand the number of services we offer and increase the size of our user base.Our practices may become inconsistent with new laws or regulations concerning data protection, or the interpretation and application of existingconsumer and data protection laws or regulations, which is often uncertain and in flux. If so, in addition to the possibility of fines, this could result inan order requiring that we change our practices, which could have an adverse effect on our business and operating results. For example, the EuropeanUnion General Data Protection Regulation (“GDPR”), which came into effect on May 25, 2018, includes operational requirements for companies thatreceive or process personal data of residents of the European Economic Area. The GDPR establishes new requirements applicable to the processing ofpersonal data, affords new data protection rights to individuals and imposes penalties for serious data breaches. Individuals also have a right tocompensation under the GDPR for financial or non-financial losses. Although we do not conduct any business in the European Economic Area, in theevent that residents of the European Economic Area access our website and input protected information, we may become subject to provisions of theGDPR. Complying with new laws and regulations could cause us to incur substantial costs or require us to change our business practices in a mannermaterially adverse to our business. See also “—Risks Related to Doing Businesses in China—Uncertainties in the interpretation and enforcement ofPRC laws and regulations could limit the legal protections available to you and us.”The continuing and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed ifwe were to lose their services.We depend on the continued contributions of our senior management, especially the executive officers listed in “Item 6. Directors, SeniorManagement and Employees—A. Directors and Senior Management” section of this annual report, and other key employees, many of whom aredifficult to replace. The loss of the services of any of our executive officers or other key employees could materially harm our business. Competition forqualified talents in China is intense. Our future success is dependent on our ability to attract a significant number of qualified employees and retainexisting key employees. If we are unable to do so, our business and growth may be materially and adversely affected and the trading price of our ADSscould suffer. Our need to significantly increase the number of our qualified employees and retain key employees may cause us to materially increasecompensation-related costs, including stock-based compensation.We may not be able to adequately protect our intellectual property, which could cause us to be less competitive and third-party infringements of ourintellectual property rights may adversely affect our business.We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual propertyrights. See also “Item 4. Information on the Company—B. Business Overview.” Despite our efforts to protect our proprietary rights, third parties mayattempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual propertyrights. Monitoring unauthorized use of our intellectual property is difficult and costly, and we cannot be certain that the steps we have taken willprevent misappropriation of our intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual property rights,which could result in substantial costs and diversion of our resources.There have been instances where third parties have cloned and launched counterfeits of our Momo mobile application on app stores or internetforums. Some of these counterfeits, once installed inadvertently by mobile users, were reported to automatically download and install otherapplications to these users’ mobile phones, charging them various fees. These counterfeits may mislead mobile users and negatively affect theirperception of our application. Moreover, we may have to expend resources in connection with any legal actions that we take to curb thesecounterfeiting activities in order to protect our intellectual property rights, user experience and brand perception. 13Table of ContentsWe have been and may be subject to intellectual property infringement claims or other allegations by third parties for information or contentdisplayed on, retrieved from or linked to our platform, or distributed to our users, which may materially and adversely affect our business, financialcondition and prospects.We have been, and may in the future be, subject to intellectual property infringement claims or other allegations by third parties for services weprovide or for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, which may materially andadversely affect our business, financial condition and prospects.Companies in the internet, technology and media industries are frequently involved in litigation based on allegations of infringement ofintellectual property rights, unfair competition, invasion of privacy, defamation and other violations of other parties’ rights. The validity,enforceability and scope of protection of intellectual property rights in internet-related industries, particularly in China, are uncertain and stillevolving. We have faced, from time to time, and expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents andother intellectual property rights of third parties, including our competitors, or allegations that we are involved in unfair trade practices. For example,on October 22, 2015, we were served a civil complaint by Guangzhou Tian He People’s Court in which the plaintiff claimed that Xiaoyao Xiyou, agame that we previously operated and have ceased operating since November 2017, infringed upon the plaintiff’s copyright in works of literature andart of a game, constituting unfair competition. The plaintiff demanded that we cease the infringement and pay compensation and legal costs totalingapproximately RMB10 million (US$1.5 million). On August 31, 2017, Guangzhou Tian He People’s Court ruled a civil judgement of first-instance,which ordered us and the developer of Xiaoyao Xiyou to cease the infringement and pay compensation in the amount of RMB5.0 million (US$0.8million) to the plaintiff. The developer of Xiaoyao Xiyou filed an appeal to the Guangzhou Intellectual Property Court. On September 27, 2018,Guangzhou Intellectual Property Court ruled a civil judgement of final-instance, which ordered us and the developer of Xiaoyao Xiyou to cease theinfringement and pay compensation in the amount of RMB4.0 million (US$0.6 million) to the plaintiff. We paid the compensation in full to theplaintiff on October 10, 2018. The plaintiff filed a re-trial application with the Guangdong Provincial Higher People’s Court for revoking the civiljudgement of final-instance ruled by the Guangzhou Intellectual Property Court and remaining the civil judgement of first-instance ruled by theGuangzhou Tian He People’s Court. The re-trail hearing has yet to be carried out as of the date of this annual report. On February 20, 2019, we wereserved four civil complaints by Shenzhen Intermediate People’s Court in which the plaintiff claimed that our app infringed upon the plaintiff’s fourpatents. The plaintiff demanded that we cease the infringement and compensate its loss and legal costs totaling approximately RMB 4 million (US$0.6million) in relation to the four patents under the four complaints. The hearings have yet to be carried out as of the date of this annual report. See “Item8. Financial Information— A. Consolidated Statements and Other Financial Information—Legal Proceedings.” As we face increasing competition andas litigation becomes a more common method for resolving commercial disputes in China, we face a higher risk of being the subject of intellectualproperty infringement claims.We allow users to upload text, graphics, audio, video and other content to our platform and download, share, link to and otherwise access gamesand other content on our platform. We have procedures designed to reduce the likelihood that content might be used without proper licenses or third-party consents. However, these procedures may not be effective in preventing the unauthorized posting of copyrighted content. Therefore, we may faceliability for copyright or trademark infringement, defamation, unfair competition, libel, negligence, and other claims based on the nature and contentof the materials that are delivered, shared or otherwise accessed through our platform.Defending intellectual property litigation is costly and can impose a significant burden on our management and employees, and there can be noassurances that favorable final outcomes will be obtained in all cases. Such claims, even if they do not result in liability, may harm our reputation. Anyresulting liability or expenses, or changes required to our platform to reduce the risk of future liability, may have a material adverse effect on ourbusiness, financial condition and prospects. 14Table of ContentsUser growth and engagement depend upon effective interoperation with mobile operating systems, networks, mobile devices and standards that wedo not control.We make our services available across a variety of mobile operating systems and devices. We are dependent on the interoperability of ourservices with popular mobile devices and mobile operating systems that we do not control, such as Android, iOS and Windows. Any changes in suchmobile operating systems or devices that degrade the functionality of our services or give preferential treatment to competitive services couldadversely affect usage of our services. Further, if the number of platforms for which we develop our services increases, which is typically seen in adynamic and fragmented mobile services market such as China, it will result in an increase in our costs and expenses. In order to deliver high-qualityservices, it is important that our services work well across a range of mobile operating systems, networks, mobile devices and standards that we do notcontrol. We may not be successful in developing relationships with key participants in the mobile industry or in developing services that operateeffectively with these operating systems, networks, devices and standards. In the event that it is difficult for our users to access and use our services,particularly on their mobile devices, our user growth and user engagement could be harmed, and our business and operating results could be adverselyaffected.Our operations depend on the performance of the internet infrastructure and fixed telecommunications networks in China.Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control andregulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. Moreover, we primarily rely on a limited number oftelecommunication service providers to provide us with data communications capacity through local telecommunications lines and internet datacenters to host our servers. We have limited access to alternative networks or services in the event of disruptions, failures or other problems withChina’s internet infrastructure or the fixed telecommunications networks provided by telecommunications service providers. Web traffic in China hasexperienced significant growth during the past few years. Effective bandwidth and server storage at internet data centers in large cities such as Beijingare scarce. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing trafficon our platform. We cannot assure you that the internet infrastructure and the fixed telecommunications networks in China will be able to support thedemands associated with the continued growth in internet usage. If we cannot increase our capacity to deliver our online services, we may not be ableto keep up with the increases in traffic we anticipate from our expanding user base, and the adoption of our services may be hindered, which couldadversely impact our business and our ADS price.In addition, we have no control over the costs of the services provided by telecommunications service providers. If the prices we pay fortelecommunications and internet services rise significantly, our results of operations may be materially and adversely affected. Furthermore, if internetaccess fees or other charges to internet users increase, some users may be prevented from accessing the mobile internet and thus cause the growth ofmobile internet users to decelerate. Such deceleration may adversely affect our ability to continue to expand our user base.Our business and operating results may be harmed by service disruptions, cybersecurity related threats or by our failure to timely and effectivelyscale and adapt our existing technology and infrastructure.People use our platform for real-time communication, socializing, entertainment and information. We have experienced, and may in the futureexperience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes and cybersecurityrelated threats as follows: • our technology, system, networks and our users’ devices have been subject to, and may continue to be the target of, cyber-attacks,computer viruses, malicious code, phishing attacks or information security breaches that could result in an unauthorized release, gathering,monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees or sensitive informationprovided by our users, or otherwise disrupt our, our users’ or other third parties’ business operations; • we periodically encounter attempts to create false accounts or use our platform to send targeted and untargeted spam messages to our users,or take other actions on our platform for purposes such as spamming or spreading misinformation, and we may not be able to repelspamming attacks; • the use of encryption and other security measures intended to protect our systems and confidential data may not provide absolute security,and losses or unauthorized access to or releases of confidential information may still occur; 15Table of Contents • our security measures may be breached due to employee error, malfeasance or unauthorized access to sensitive information by ouremployees, who may be induced by outside third parties, and we may not be able to anticipate any breach of our security or to implementadequate preventative measures; and • we may be subject to information technology system failures or network disruptions caused by natural disasters, accidents, powerdisruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or other events ordisruptions.Any disruption or failure in our services and infrastructure could also hinder our ability to handle existing or increased traffic on our platform orcause us to lose content stored on our platform, which could significantly harm our business and our ability to retain existing users and attract newusers.As the number of our users increases and our users generate more content on our platform, we may be required to expand and adapt ourtechnology and infrastructure to continue to reliably store and analyze this content. It may become increasingly difficult to maintain and improve theperformance of our services, especially during peak usage times, as our services become more complex and our user traffic increases. If our users areunable to access Momo mobile application in a timely fashion, or at all, our user experience may be compromised and the users may seek other mobilesocial networking tools to meet their needs, and may not return to Momo or use Momo as often in the future, or at all. This would negatively impactour ability to attract users and maintain the level of user engagement.Existing or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation andresults of operations.We have made and intend to continue to make long-term investments in third-party companies. From time to time we evaluate and enter intodiscussions regarding potential long-term investments. Our existing and any future long-term investments could have a material impact on ourfinancial condition and results of operations. If our long-term investments are unable to implement or remediate the necessary controls, procedures andpolicies, do not perform as we have expected or become less valuable to our business due to a change in our overall business strategy or other reasons,we may not be able to realize the anticipated benefits of investments and we may have to incur unanticipated liabilities, expenses, impairment chargesor write-offs.We may also in the future enter into strategic alliances with various third parties. Strategic alliances with third parties could subject us to anumber of risks, including risks associated with sharing proprietary information, non-performance by a counterparty and an increase in expensesincurred in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have little ability to control ormonitor their actions and to the extent strategic third parties suffer negative publicity or harm to their reputation from events relating to their business,we may also suffer negative publicity or harm to our reputation by virtue of our association with such third parties.In addition, we may acquire additional assets, technologies or businesses that are complementary to our existing business. Future acquisitionsand the subsequent integration of new assets and businesses into our own would require significant attention from our management and could result ina diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. Acquired assets orbusinesses may not generate the financial or operating results we expect. Moreover, the costs of identifying and consummating acquisitions may besignificant. In addition to possible shareholders’ approval, we may also have to obtain approvals and licenses from the governmental authorities in thePRC for the acquisitions and comply with applicable PRC laws and regulations, which could result in increased costs and delays. Acquisitions couldresult in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the incurrence of debt, the incurrence of significantgoodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.Such use of cash may add significant liquidity pressure on us by materially reducing our existing cash balance and adversely affecting our workingcapital. The sale of equity or equity linked securities may further dilute our existing shareholders. Debt financings may subject us to restrictivecovenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaringdividends. 16Table of ContentsIn February 2018, we reached a definitive agreement with Tantan Limited, or Tantan, a social and dating app in China, and all of its shareholders,pursuant to which we agreed to acquire 100% fully diluted equity stake in Tantan for a combination of share consideration and cash. The acquisitionof Tantan, which closed in May 2018, exposes us to potential uncertainties and risks. For our acquisition of Tantan, we paid a combination of shareconsideration and cash, including approximately 5.3 million newly issued Class A ordinary shares of us and US$613.2 million in cash. As Tantan wasfounded in 2014 and has a short operating track record, it would be difficult for us to assess its future prospect or forecast its future results and thus wemay not be able to achieve the objective of our acquisition of Tantan if Tantan’s business does not develop as we expect. In addition, if Tantancontinues to incur losses in the future, we would have to consolidate its losses as its sole shareholder, the occurrence of which would adversely affectour future profitability. After the consummation of the acquisition, we may face difficulties in integrating the internal control and financial reporting ofTantan and may incur unanticipated costs and expenses relating to such integration.We rely on assumptions and estimates to calculate certain key operating metrics, and real or perceived inaccuracies in such metrics may harm ourreputation and negatively affect our business.The respective number of monthly active users of Momo and Tantan is calculated using internal company data that has not been independentlyverified. While the number of monthly active users is based on what we believe to be reasonable calculations for the applicable periods ofmeasurement, there are inherent challenges in measuring usage and user engagement across our large user base. We treat each account as a separate userfor the purposes of calculating our monthly active users, because it may not always be possible to identify people that have set up more than oneaccount. Accordingly, the calculations of our monthly active users may not accurately reflect the actual number of people using Momo and Tantan.Our measures of user growth and user engagement may differ from estimates published by third parties or from similarly titled metrics used by ourcompetitors due to differences in methodology. If customers or platform partners do not perceive our user metrics to be accurate representations of ouruser base or user engagement, or if we discover material inaccuracies in our user metrics, our reputation may be harmed and customers and platformpartners may be less willing to allocate their resources or spending to Momo or Tantan, which could negatively affect our business and operatingresults.We have granted, and expect to continue to grant, share options under our share incentive plans, which may result in increased share-basedcompensation expenses.We have adopted three share incentive plans as of the date of this annual report for the purpose of granting share-based compensation awards toemployees, directors and consultants to incentivize their performance and align their interests with ours. In November 2012, we adopted a shareincentive plan, or the 2012 Plan, which was amended and restated in October 2013. In November 2014, we adopted the 2014 share incentive plan, orthe 2014 Plan, pursuant to which a maximum aggregate of 14,031,194 Class A ordinary shares may be issued pursuant to all awards granted thereunder.Beginning in 2017, the number of shares reserved for future issuances under the 2014 Plan will be increased by a number equal to 1.5% of the totalnumber of outstanding shares on the last day of the immediately preceding calendar year, or such lesser number of Class A ordinary shares asdetermined by our board of directors on the first day of each calendar year during the term of the 2014 Plan. With the adoption of the 2014 Plan, wewill no longer grant any incentive shares under the 2012 Plan. In addition, in January 2015, Momo Technology Overseas Holding Company Limited,or Momo BVI, our wholly-owned BVI subsidiary, adopted a share incentive plan, or the BVI Plan. In March 2015, Tantan adopted the 2015 ShareIncentive Plan, or the Tantan 2015 Plan, and in July 2018, Tantan adopted the 2018 Share Incentive Plan, or the Tantan 2018 Plan. With the adoptionof the Tantan 2018 Plan, we will no longer grant any incentive awards under the Tantan 2015 Plan. As of March 31, 2019, options to purchase28,769,414 Class A ordinary shares (excluding those already forfeited) had been granted under the 2012 Plan, 5,466,618 of which remainedoutstanding. In addition, as of March 31, 2019, options to purchase 23,462,705 Class A ordinary shares (excluding those already forfeited andcancelled) and 440,001 restricted share units had been granted under the 2014 Plan, of which 15,404,425 options remained outstanding and 187,500restricted share units remained outstanding. As of March 31, 2019, options to purchase an aggregate of nil shares of Momo BVI under the BVI Planremained outstanding. As of March 31, 2019, there were 22,046,890 ordinary shares of Tantan outstanding, and options to purchase 1,308,541ordinary shares of Tantan (excluding those that have been forfeited) had been granted under the Tantan 2015 Plan, all of which remained outstanding,and options to purchase 4,160,240 ordinary shares of Tantan (excluding those that have been forfeited) had been granted under the Tantan 2018 Plan,all of which remained outstanding. See “Item 6. Directors, Senior Management and Employees—B. Compensation” for a detailed discussion. Weexpect to incur share-based compensation expenses of RMB749.3 million, RMB683.2 million and RMB715.5 million in 2019 and 2020, and after2020, respectively, in connection with the currently outstanding share-based awards, and we may grant additional share-based awards under our shareincentive plans, which will further increase our share-based compensation expenses. We believe the granting of share-based awards is of significantimportance to our ability to attract and retain our employees, and we will continue to grant share-based awards to employees in the future. As a result,our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations. 17Table of ContentsIf we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations orprevent fraud or fail to meet our reporting obligations, and investor confidence and the market price of our ADSs may be materially and adverselyaffected.We are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or the SEC, as required bySection 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management in its annualreport that contains management’s assessment of the effectiveness of such company’s internal controls over financial reporting. In addition, anindependent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting.Our management has concluded that our internal controls over financial reporting were effective as of December 31, 2018. Our independentregistered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was effectivein all material aspects as of December 31, 2018. However, if we fail to maintain effective internal controls over financial reporting in the future, ourmanagement and our independent registered public accounting firm may not be able to conclude that we have effective internal controls over financialreporting at a reasonable assurance level. This could result in a loss of investor confidence in the reliability of our financial conditions which in turncould negatively impact the trading price of our ADSs and result in lawsuits being filed against us by our shareholders or otherwise harm ourreputation. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs and use significant management time andother resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.We have limited insurance coverage.The insurance industry in China is still at an early stage of development and business and litigation insurance products offered in China arelimited. Other than the directors and officers liability insurance, we do not maintain any third-party liability, property, business interruption orkey-man life insurance. The costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonableterms make it impractical for us to have such insurance. In addition, any insurance policies that we maintain may not adequately cover our actual lossand we may not be able to successfully claim our losses under the insurance policies at all or on a timely basis. Any business disruption, litigation ornatural disaster may cause us to incur substantial costs and divert our resources.We face risks related to health epidemics and natural disasters.Our business could be adversely affected by the effects of epidemics. In recent years, there have been outbreaks of epidemics in China andglobally. Our business operations could be disrupted if one of our employees is suspected of having H1N1 flu, avian flu or another epidemic, since itcould require our employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected tothe extent that the outbreak harms the Chinese economy in general and the mobile internet industry in particular.We are also vulnerable to natural disasters and other calamities. Although we have servers that are hosted in an offsite location, our backupsystem does not capture data on a real-time basis and we may be unable to recover certain data in the event of a server failure. We cannot assure youthat any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures,break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to server interruptions, breakdowns, system failures,technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well asadversely affect our ability to provide services on our platform. 18Table of ContentsRisks Related to Our Corporate StructureIf the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRCregulations on foreign investment in internet and other related businesses, or if these regulations or their interpretation change in the future, wecould be subject to severe penalties or be forced to relinquish our interests in those operations.Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in internet and otherrelated businesses, including the provision of internet content and online game operations. Specifically, foreign ownership of an internet contentprovider may not exceed 50%. Internet content and online game operations, which are critical to our business, are provided through a number of ourPRC incorporated consolidated affiliated entities. Contractual arrangements between us and the consolidated affiliated entities and their respectiveshareholders allow us to exert effective control over each of these consolidated affiliated entities and enable us to obtain substantially all of theeconomic benefits arising from these consolidated affiliated entities and consolidate their financial results into our results of operations. Although thestructure we have adopted is consistent with the longstanding industry practice and is commonly adopted by comparable companies in China, the PRCgovernment may not agree that these contractual arrangements comply with existing PRC licensing, registration or other regulatory requirements orpolicies, or requirements or policies that may be adopted in the future.In the opinion of our PRC counsel, Han Kun Law Offices, the ownership structure of our PRC subsidiaries and consolidated affiliated entities arein compliance with existing PRC laws, rules and regulations. There are, however, substantial uncertainties regarding the interpretation and applicationof current or future PRC laws and regulations. Thus, we cannot assure you that the PRC government will not ultimately take a view contrary to theopinion of our PRC counsel. If we are found to be in violation of any PRC laws or regulations or if the contractual arrangements among our PRCsubsidiaries, our consolidated affiliated entities and their respective shareholders are determined to be illegal or invalid by the PRC court, arbitraltribunal or regulatory authorities, the relevant governmental authorities would have broad discretion in dealing with such violation, including, withoutlimitation: • revoke our business and operating licenses; • require us to discontinue or restrict operations; • restrict our right to collect revenues; • block our websites; • require us to restructure the operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses orrelocate our businesses, staff and assets; • impose additional conditions or requirements with which we may not be able to comply; or • take other regulatory or enforcement actions against us that could be harmful to our business.The imposition of any of these penalties may result in a material and adverse effect on our ability to conduct our business. In addition, if theimposition of any of these penalties causes us to lose the rights to direct the activities of our consolidated affiliated entities and their subsidiaries or theright to receive their economic benefits, we would no longer be able to consolidate our consolidated affiliated entities and their subsidiaries. We do notbelieve that any penalties imposed or actions taken by the PRC government would result in the liquidation of our company, our PRC subsidiaries, orour consolidated affiliated entities and their subsidiaries.We rely on contractual arrangements with our consolidated affiliated entities and their respective shareholders for our operations in China, whichmay not be as effective in providing operational control as direct ownership.Due to the PRC restrictions or prohibitions on foreign ownership of internet and other related businesses in China, we operate our business inChina through a number of our consolidated affiliated entities, in which we have no ownership interest. We rely on a series of contractual arrangementswith our consolidated affiliated entities and their respective shareholders, including the powers of attorney, to control and operate its business. 19Table of ContentsOur ability to control the consolidated affiliated entities depends on the powers of attorney, pursuant to which our PRC subsidiaries can vote onall matters requiring shareholder approval in the consolidated affiliated entities. We believe this power of attorney is legally enforceable but may notbe as effective as direct equity ownership. These contractual arrangements are intended to provide us with effective control over our consolidatedaffiliated entities and allow us to obtain economic benefits from them. See “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Our Consolidated Affiliated Entities and Their Respective Shareholders” for more details about these contractualarrangements.Although we have been advised by our PRC counsel, Han Kun Law Offices, that these contractual arrangements are valid, binding andenforceable under existing PRC laws and regulations, these contractual arrangements may not be as effective in providing control over ourconsolidated affiliated entities as direct ownership. If our consolidated affiliated entities or their respective shareholders fail to perform their respectiveobligations under the contractual arrangements, we may incur substantial costs and expend substantial resources to enforce our rights. All of thesecontractual arrangements are governed by and interpreted in accordance with PRC law, and disputes arising from these contractual arrangements willbe resolved through arbitration in China. However, the legal system in China, particularly as it relates to arbitration proceedings, is not as developed asin other jurisdictions, such as the United States. See “—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcementof PRC laws and regulations could limit the legal protections available to you and us.” There are very few precedents and little official guidance as tohow contractual arrangements in the context of a variable interest entity, or a consolidated affiliated entity, should be interpreted or enforced underPRC law. There remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. Theseuncertainties could limit our ability to enforce these contractual arrangements. In addition, arbitration awards are final and can only be enforced inPRC courts through arbitration award recognition proceedings, which could cause additional expenses and delays. In the event we are unable toenforce these contractual arrangements or we experience significant delays or other obstacles in the process of enforcing these contractualarrangements, we may not be able to exert effective control over our consolidated affiliated entities and may lose control over the assets owned by ourconsolidated affiliated entities. As a result, we may be unable to consolidate our consolidated affiliated entities in our consolidated financialstatements, our ability to conduct our business may be negatively affected, and our business operations could be severely disrupted, which couldmaterially and adversely affect our results of operations and financial condition.We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business ifconsolidated affiliated entities declares bankruptcy or becomes subject to a dissolution or liquidation proceeding.Our consolidated affiliated entities hold certain assets that are important to our business operations, including the value-addedtelecommunication service license concerning the internet information service, or the ICP license, the internet culture operation license and theinternet audio/video program transmission license. Under our contractual arrangements, the respective shareholders of our consolidated affiliatedentities may not voluntarily liquidate our consolidated affiliated entities or approve them to sell, transfer, mortgage or dispose of their respective assetsor legal or beneficial interests exceeding certain threshold in the business in any manner without our prior consent. However, in the event that theshareholders breach this obligation and voluntarily liquidate our consolidated affiliated entities, or our consolidated affiliated entities declarebankruptcy, or all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of ourbusiness operations, which could materially and adversely affect our business, financial condition and results of operations. Furthermore, if ourconsolidated affiliated entities undergo a voluntary or involuntary liquidation proceeding, their respective shareholders or unrelated third-partycreditors may claim rights to some or all of its assets, thereby hindering our ability to operate our business, which could materially and adversely affectour business, financial condition and results of operations.Contractual arrangements we have entered into with our consolidated affiliated entities may be subject to scrutiny by the PRC tax authorities. Afinding that we owe additional taxes could significantly reduce our consolidated net income and the value of your investment.Pursuant to applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge bythe PRC tax authorities. We may be subject to adverse tax consequences if the PRC tax authorities determine that the contractual arrangements amongour PRC subsidiaries, our consolidated affiliated entities and their respective shareholders are not on an arm’s length basis and therefore constitutefavorable transfer pricing. As a result, the PRC tax authorities could require that our consolidated affiliated entities adjust their taxable income upwardfor PRC tax purposes. Such an adjustment could adversely affect us by increasing our consolidated affiliated entities’ tax expenses without reducingthe tax expenses of our PRC subsidiaries, subjecting our consolidated affiliated entities to late payment fees and other penalties for under-payment oftaxes, and resulting in our PRC subsidiaries’ loss of their preferential tax treatment. Our consolidated results of operations may be adversely affected ifour consolidated affiliated entities’ tax liabilities increase or if it is subject to late payment fees or other penalties. 20Table of ContentsIf the chops of our PRC subsidiaries and our consolidated affiliated entities are not kept safely, are stolen or are used by unauthorized persons or forunauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by asignature. Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public SecurityBureau. In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops ofour PRC subsidiaries and our consolidated affiliated entities are generally held securely by personnel designated or approved by us in accordance withour internal control procedures. To the extent those chops are not kept safe, are stolen or are used by unauthorized persons or for unauthorizedpurposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abideby the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so.The shareholders of our consolidated affiliated entities may have potential conflicts of interest with us, which may materially and adversely affectour business.Some of the shareholders of our consolidated affiliated entities are also our directors or officers. Conflicts of interest may arise between the rolesof these individuals as directors or officers of our company and as shareholders of our consolidated affiliated entities. We rely on these individuals toabide by the laws of the Cayman Islands, which provide that directors and officers owe a fiduciary duty to our company to act in good faith and in thebest interest of our company and not to use their positions for personal gain. The shareholders of our consolidated affiliated entities have executedpowers of attorney to appoint our PRC subsidiaries, or a person designated by our PRC subsidiaries to vote on their behalf and exercise voting rights asshareholders of our consolidated affiliated entities. We cannot assure you that when conflicts arise, shareholders of our consolidated affiliated entitieswill act in the best interest of our company or that conflicts will be resolved in our favor. If we cannot resolve any conflicts of interest or disputesbetween us and these shareholders, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to ouroperations. There is also substantial uncertainty as to the outcome of any such legal proceedings.We may rely on dividends paid by our PRC subsidiaries to fund cash and financing requirements. Any limitation on the ability of our PRCsubsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of theADSs and our ordinary shares.We are a holding company, and we may rely on dividends to be paid by our PRC subsidiaries for our cash and financing requirements, includingthe funds necessary to pay dividends and other cash distributions to the holders of the ADSs and our ordinary shares and service any debt we mayincur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividendsor make other distributions to us.Under PRC laws and regulations, a wholly foreign-owned enterprises in the PRC, such as Beijing Momo Information Technology Co., Ltd., orBeijing Momo IT, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations.In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its after-tax profits each year, after making up previous years’accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. Atthe discretion of the board of director of the wholly foreign-owned enterprise, it may allocate a portion of its after-tax profits based on PRC accountingstandards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends. Any limitationon the ability of our wholly-owned PRC subsidiary 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. 21Table of ContentsRisks Related to Doing Business in ChinaUncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.The PRC legal system is based on written statutes and court decisions have limited precedential value. The PRC legal system evolves rapidly,and the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involvesuncertainties.From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC judicial andadministrative authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult topredict the outcome of a judicial or administrative proceeding than in more developed legal systems. Furthermore, the PRC legal system is based, inpart, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect. Asa result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability towards our contractual, property(including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations.We face uncertainties with respect to the implementation of the Foreign Investment Law and how it may impact the viability of our currentcorporate structure, corporate governance and business operations.On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which will take effect on January 1, 2020 and replacethe Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned EnterpriseLaw, together with their implementation rules and ancillary regulations, to become the legal foundation for foreign investment in the PRC. TheForeign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailinginternational practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. Under the ForeignInvestment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or otherentities in China. The Foreign Investment Law stipulates three forms of foreign investment, and does not explicitly stipulate contractual arrangementsas a form of foreign investment. However, the Foreign Investment Law provides a catch-all provision under the definition of “foreign investment” toinclude investments made by foreign investors in China through means stipulated by laws or administrative regulations, or other methods prescribedby the State Council. Therefore, there are possibilities that future laws, administrative regulations or provisions prescribed by the State Council mayregard contractual arrangements as a form of foreign investment, at which time it would be uncertain as to whether foreign investment via contractualarrangements would be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractualarrangements would be regulated. There is no guarantee that the contractual arrangements and our business will not be materially and adverselyaffected in the future due to changes in PRC laws and regulations. If future laws, administrative regulations or provisions prescribed by the StateCouncil mandate further actions to be completed by companies with existing contractual arrangements, we may face substantial uncertainties as towhether such actions can be timely completed, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatorycompliance challenges could materially and adversely affect our current corporate structure and business operations.If we fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment applicable to ourbusinesses in China, or if we are required to take compliance actions that are time-consuming or costly, our business, financial condition and resultsof operations may be materially and adversely affected.The internet and mobile industries in China are highly regulated. Beijing Momo Technology Co., Ltd., or Beijing Momo, and its subsidiaries arerequired to obtain and maintain applicable licenses and approvals from different regulatory authorities in order to provide their current services. Underthe current PRC regulatory scheme, a number of regulatory agencies, including but not limited to the State Administration of Press, Publication, Radio,Film and Television, or SARFT, the Ministry of Culture, or MOC, Ministry of Industry and Information Technology, or MIIT, and the State CouncilInformation Office, or SCIO, jointly regulate all major aspects of the internet industry, including the mobile internet and mobile games businesses.Operators must obtain various government approvals and licenses for relevant mobile business. 22Table of ContentsWe have obtained the ICP licenses for provision of internet information services, internet culture operation license for operation of online games,and internet audio/video program transmission license for our live video service. These licenses are essential to the operation of our business and aregenerally subject to regular government review or renewal. However, we cannot assure you that we can successfully renew these licenses in a timelymanner or that these licenses are sufficient to conduct all of our present or future business. In addition, we cannot assure you that we will be able tosecure any additional licenses that we may need to conduct our operations.We are also required to obtain an internet publishing license from SARFT in order to publish online games through the mobile networks. As ofthe date of this annual report, we have yet to obtain an internet publishing license, and are in the process of preparing the application documents. Wehave entered into several cooperation agreements with entities holding the internet publishing license in order to publish online games. Each mobilegame is also required to be approved by SARFT prior to the commencement of its operations in China. As of the date of this annual report, we haveobtained approvals from the SARFT for all of the 12 games. In the event of any failure to meet the above-mentioned requirements, we may no longer beable to offer games on our platform, which would have an adverse effect on our business and results of operations. All domestic online games must befiled with the MOC within 30 days after operation, and all imported online games must be approved by the MOC. As of March 31, 2019, 11 of the 12online games we offered had completed the filing with the MOC. If we fail to complete, obtain or maintain any of the required licenses or approvals ormake the necessary filings, we may be subject to various penalties, such as confiscation of the net revenues that were generated through online games,the imposition of fines and the discontinuation or restriction of our operations of online games.Failure to complete, obtain or maintain any of the required licenses or approvals or make the necessary filings has resulted in, and may in thefuture result in, us being subjected to various penalties, such as confiscation of the net revenues that were generated through the unlicensed internet ormobile activities, the imposition of fines and the discontinuation or restriction of our operations. Any such penalties may disrupt our businessoperations and materially and adversely affect our business, financial condition and results of operations.Regulation and censorship of information disseminated over the mobile and internet in China may adversely affect our business and subject us toliability for content posted on our platform.Internet companies in China are subject to a variety of existing and new rules, regulations, policies, and license and permit requirements. Inconnection with enforcing these rules, regulations, policies and requirements, relevant government authorities may suspend services by, or revokelicenses of, any internet or mobile content service provider that is deemed to provide illicit or pornographic information or content online or on mobiledevices, and such activities may be intensified in connection with any ongoing government campaigns to eliminate prohibited content online. Thecompetent government authorities, including the State Internet Information Office, the Ministry of Industry and Information Technology and theMinistry of Public Security, may crack down on illicit and pornographic information and content in the internet information services industry fromtime to time. Applicable sanctions, including fines, revocation of online publishing and online video licenses, and criminal prosecution, may beimposed on the provider of such information or content or its responsible officers.We endeavor to eliminate illicit and pornographic information and content from our platform. We have made substantial investments inresources to monitor content that users post on our platform and the way in which our users engage with each other through our platform. Since ourinception, we have terminated tens of million user accounts because we viewed content generated by those users to be indecent and we terminated asubstantial percentage of new user accounts in order to eliminate spam, fictitious accounts and indecent content from our platform. We use a variety ofmethods to ensure our platform remains a healthy and positive experience for our users, including a designated content management team, licensedthird-party software, and our own data analytics software. Although we employ these methods to filter our users and content posted by our users, wecannot be sure that our internal content control efforts will be sufficient to remove all content that may be viewed as indecent or otherwisenon-compliant with PRC law and regulations. Government standards and interpretations as to what constitutes illicit and pornographic onlineinformation, content or behavior are subject to interpretation and may change. Government standards and interpretations may change in a manner thatcould render our current monitoring efforts insufficient. The Chinese government has wide discretion in regulating online activities and, irrespective ofour efforts to control the content on our platform, government campaigns and other actions to reduce illicit and pornographic content and activitiescould subject us to negative press or regulatory challenges and sanctions, including fines, the suspension or revocation of our licenses to operate inChina or a ban of our platform, including closure of one or more parts of or our entire business. Further, our senior management could be heldcriminally liable if we are deemed to be profiting from illicit and pornographic content on our platform. Although our business and operations have notbeen materially adversely affected by government campaigns or any other regulatory actions in the past, we cannot assure you that our business andoperations will be immune from government actions or sanctions in the future. If government actions or sanctions are brought against us, or if there arewidespread rumors that government actions or sanctions have been brought against us, our reputation could be harmed, we may lose users, customers orplatform partners, our revenues and results of operation may be materially and adversely affected and the price of our ADSs could be dramaticallyreduced. 23Table of ContentsAdverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth inChina, which could materially and adversely affect our business.Our revenues are substantially generated in China. Accordingly, our results of operations, financial condition and prospects are influenced byeconomic, political and legal developments in China. Economic reforms begun in the late 1970s have resulted in significant economic growth.However, any economic reform policies or measures in China may from time to time be modified or revised. China’s economy differs from theeconomies of most developed countries in many respects, including with respect to the amount of government involvement, level of development,growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 30 years,growth has been uneven across different regions and between economic sectors. The PRC government exercises significant control over China’seconomic growth through strategically allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetarypolicy and providing preferential treatment to particular industries or companies. Although the Chinese economy has grown significantly in the pastdecade, that growth may not continue, as evidenced by the slowing of the growth of the Chinese economy since 2012. Any adverse changes ineconomic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effecton the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demandfor our services and adversely affect our competitive position.Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise,” which could result in unfavorable taxconsequences to us and our shareholders and have a material adverse effect on our results of operations and the value of your investment.Under the PRC Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008, as amended on September 1, 2011,February 24, 2017 and further amended on December 29, 2018, an enterprise established outside the PRC with “de facto management bodies” withinthe PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income taxrate on its worldwide income. In 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, whichprovides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshoreis located in China. Further to SAT Circular 82, on July 27, 2011, the SAT issued the Administrative Measures for Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, to provide more guidance on the implementation of SAT Circular82; the bulletin became effective on September 1, 2011. SAT Bulletin 45 clarified certain issues in the areas of resident status determination, post-determination administration and competent tax authorities’ procedures.According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered asa PRC tax resident enterprise by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on itsworldwide income only if all of the following conditions are met: (a) the senior management and core management departments in charge of its dailyoperations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject to determination or approval bypersons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings arelocated or kept in the PRC; and (d) more than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC.SAT Bulletin 45 specifies that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshoreincorporated enterprise, the payer should not withhold 10% income tax when paying the Chinese-sourced dividends, interest, royalties, among others,to the Chinese controlled offshore incorporated enterprise. 24Table of ContentsAlthough SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlled by PRC enterprises or PRC enterprisegroups and not those controlled by PRC individuals or foreigners, the determination criteria set forth therein may reflect the SAT’s general position onhow the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they arecontrolled by PRC enterprises, individuals or foreigners.If the PRC tax authorities determine that we or any of our non-PRC subsidiaries is a PRC resident enterprise for PRC enterprise income taxpurposes, then we or any such non-PRC subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materiallyreduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations.If the PRC tax authorities determine that our company is a PRC resident enterprise for PRC enterprise income tax purposes, gains realized on thesale or other disposition of ADSs or ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprise holders or 20% in thecase of non-PRC individual holders, if such gains are deemed to be from PRC sources. In addition, any payments of dividends or interest on the ADSs,ordinary shares may be subject to PRC withholding tax at a rate of 10% in the case of non-PRC enterprise holders or 20% in the case of non-PRCindividual holders, if such dividends or interest payments are deemed to be from PRC sources. Any PRC tax liability may be reduced under applicabletax treaties. However, it is unclear whether if we are considered a PRC resident enterprise, holders of our ADSs, ordinary shares will be able to claim thebenefit of income tax treaties between China and other countries.Further, if we are required to withhold PRC tax from interest payments on the ADSs, we may be required, subject to certain exceptions, to payadditional amounts as will result in receipt by holders of ADSs of such amounts as would have been received had no such withholding been required.The requirement to pay additional amounts will increase the cost of servicing interest payments on the ADSs and could have an adverse effect on ourfinancial condition.We face uncertainty with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holding companies.We face uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer andexchange of shares in our company by non-resident investors. According to the Notice on Strengthening Administration of Enterprise Income Tax forShare Transfers by Non-PRC Resident Enterprises issued by the PRC State Administration of Taxation on December 10, 2009, with retroactive effectfrom January 1, 2008, or SAT Circular 698, where a non-resident enterprise transfers the equity interests in a PRC resident enterprise indirectly througha disposition of equity interests in an overseas holding company (other than a purchase and sale of shares issued by a PRC resident enterprise in publicsecurities market), or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (a) has an effective tax rate less than12.5% or (b) does not tax foreign income of its residents, the non-resident enterprise, as the seller, shall report such Indirect Transfer to the competenttax authority of the PRC resident enterprise within 30 days of execution of the equity transfer agreement for such Indirect Transfer. The PRC taxauthority will examine the true nature of the Indirect Transfer, and if the tax authority considers that the foreign investor has adopted an abusivearrangement without reasonable commercial purposes and for the purpose of avoiding or reducing PRC tax, they will disregard the existence of theoverseas holding company that is used for tax planning purposes and re-characterize the Indirect Transfer. As a result, gains derived from such IndirectTransfer may be subject to PRC withholding tax at the rate of up to 10%. SAT Circular 698 also points out that when a non-resident enterprise transfersits equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the competent tax authorities have thepower to make a reasonable adjustment on the taxable income of the transaction.On February 3, 2015, the SAT issued a Public Notice 2015 No. 7, or Public Notice 7, to supersede existing provisions in relation to the IndirectTransfer as set forth in Circular 698, while the other provisions of Circular 698 remain in force. Public Notice 7 introduces a new tax regime that issignificantly different from that under Circular 698. Public Notice extends its tax jurisdiction to capture not only Indirect Transfer as set forth underCircular 698 but also transactions involving transfer of immovable property in China and assets held under the establishment and place in China of aforeign company through the offshore transfer of a foreign intermediate holding company. Public Notice 7 also addresses the transfer of the equityinterest in a foreign intermediate holding company widely. In addition, Public Notice 7 provides clearer criteria than Circular 698 on how to assessreasonable commercial purposes and introduces safe harbor scenarios applicable to internal group restructurings. However, it also brings challenges toboth the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the Indirect Transfer as they have to make self-assessment on whether the transaction should be subject to PRC tax and to file or withhold the PRC tax accordingly. In October 2017, the SAT issuedthe Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, orBulletin 37, which came into effect on December 1, 2017. The Bulletin 37 replaced and superseded, among other circulars, Circular 698, and furtherclarifies the practice and procedures of the withholding of non-resident enterprise income tax. Where a non-resident enterprise transfers taxable assetsindirectly by disposing of the equity interests of an overseas holding company, which constitutes an Indirect Transfer, the non-resident enterprise aseither the transferor or the transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant taxauthority. 25Table of ContentsWhere non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lackreasonable commercial purpose, we and our non-resident investors may become at risk of being taxed under Bulletin 37 and Public Notice 7 and maybe required to expend valuable resources to comply with Bulletin 37 and Public Notice 7 or to establish that we should not be taxed under Bulletin 37and Public Notice 7, which may have a material adverse effect on our financial condition and results of operations or the non-resident investors’investments in us.The PRC tax authorities have the discretion under SAT Circular 59, Bulletin 37 and Public Notice 7 to make adjustments to the taxable capitalgains based on the difference between the fair value of the equity interests transferred and the cost of investment. We may pursue acquisitions in thefuture that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and ifthe PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59, Bulletin 37 and Public Notice 7, ourincome tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and resultsof operations.China’s 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 Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, and other recently adoptedregulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisitionactivities by foreign investors more time consuming and complex. For example, the M&A Rules require that MOFCOM be notified in advance of anychange-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned,(ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of adomestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the StandingCommittee of the National People’s Congress on August 30, 2007 and effective as of August 1, 2008 requires that transactions which are deemedconcentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operatorsparticipating in the transaction exceeds RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million withinChina, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2 billion, and at least two of theseoperators each had a turnover of more than RMB400 million within China) must be cleared by MOFCOM before they can be completed. In addition,on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers andAcquisitions of Domestic Enterprises by Foreign Investors, or the Circular 6, which officially established a security review system for mergers andacquisitions of domestic enterprises by foreign investors. Further, on August 25, 2011, MOFCOM promulgated the Regulations on Implementation ofSecurity Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, or the MOFCOM Security Review Regulations,which became effective on September 1, 2011, to implement the Circular 6. Under Circular 6, a security review is required for mergers and acquisitionsby foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire the “defacto control” of domestic enterprises with “national security” concerns. Under the MOFCOM Security Review Regulations, MOFCOM will focus onthe substance and actual impact of the transaction when deciding whether a specific merger or acquisition is subject to security review. If MOFCOMdecides that a specific merger or acquisition is subject to security review, it will submit it to the Inter-Ministerial Panel, an authority established underthe Circular 6 led by the National Development and Reform Commission, or NDRC, and MOFCOM under the leadership of the State Council, to carryout security review. The regulations prohibit foreign investors from bypassing the security review by structuring transactions through trusts, indirectinvestments, leases, loans, control through contractual arrangements or offshore transactions. There is no explicit provision or official interpretationstating that the merging or acquisition of a company engaged in the mobile games business requires security review, and there is no requirement thatacquisitions completed prior to the promulgation of the Security Review Circular are subject to MOFCOM review. 26Table of ContentsIn the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentionedregulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtainingapproval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our businesswould be deemed to fall into the industry that raises “national defense and security” or “national security” concerns. However, MOFCOM or othergovernment agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in whichcase our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closelyscrutinized or prohibited.PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capitalor distribute profits to us or otherwise expose us to liability and penalties under PRC law.The SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investmentthrough Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch inconnection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, suchPRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to anychange of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investmentamount, transfers or exchanges of shares, or mergers or divisions. SAFE Circular 37 has been issued to replace the Notice on Relevant IssuesConcerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special PurposeVehicles, or SAFE Circular 75.If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiary may beprohibited from distributing its profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in ourability to contribute additional capital to our PRC subsidiary. Moreover, failure to comply with the SAFE registration described above could result inliability under PRC laws for evasion of applicable foreign exchange restrictions.To our knowledge, Messrs. Yan Tang, Yong Li, Zhiwei Li and Xiaoliang Lei have completed SAFE registration in connection with ourfinancings and share transfer. However, we cannot compel all of our beneficial owners to comply with SAFE registration requirements. As a result, wecannot assure you that all of our shareholders or beneficial owners who are PRC residents or entities have complied with, and will in the future make orobtain any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFEregulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict ouroverseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure,which could adversely affect our business and prospects.Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans maysubject the PRC plan participants or us to fines and other legal or administrative sanctions.In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic IndividualsParticipating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or Circular 7, which replaced the Application Procedures of ForeignExchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas Publicly-Listed Companies issued by SAFE on March 28, 2007. Under the Circular 7 and other relevant rules and regulations, PRC residents who participate instock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain otherprocedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of suchoverseas publicly listed company or another qualified institution selected by such PRC subsidiary, to conduct the SAFE registration and otherprocedures with respect to the stock incentive plan on behalf of its participants. Such participants must also retain an overseas entrusted institution tohandle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. Inaddition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stockincentive plan, the PRC agent or the overseas entrusted institution or other material changes. We and our PRC employees who have been granted stockoptions are subject to these regulations. Failure of our PRC stock option holders to complete their SAFE registrations may subject these PRC residentsto fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary, limit our PRC subsidiary’s abilityto distribute dividends to us, or otherwise materially adversely affect our business. 27Table of ContentsPRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversionmay restrict or prevent us from using offshore funds to make loans to our PRC subsidiary and consolidated affiliated entity and its subsidiaries, or tomake additional capital contributions to our PRC subsidiary.We are an offshore holding company conducting our operations in China through our PRC subsidiary and consolidated affiliated entity and itssubsidiaries. We may make loans to our PRC subsidiary and consolidated affiliated entity and its subsidiaries, or we may make additional capitalcontributions to our PRC subsidiary, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or wemay acquire offshore entities with business operations in China in an offshore transaction.Most of these ways are subject to PRC regulations and approvals. For example, loans by us to our wholly-owned PRC subsidiary to finance theiractivities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If we decide to finance our wholly-owned PRCsubsidiaries by means of capital contributions, these capital contributions must be filed with the MOFCOM or its local counterpart. Due to therestrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to make such loans to Beijing Momo,which is PRC domestic company. Further, we are not likely to finance the activities of Beijing Momo by means of capital contributions due toregulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in mobile internet services, online games and relatedbusinesses.On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of thePayment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142provides that Renminbi capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposeswithin the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. In addition,SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from the foreign currency registered capital of a foreign-invested company. The use of such Renminbi capital may not be altered without SAFE approval, and such Renminbi capital may not in any case beused to repay Renminbi loans if the proceeds of such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary orother penalties. Furthermore, SAFE promulgated a circular on November 9, 2010, known as Circular 59, which tightens the examination of theauthenticity of settlement of net proceeds from overseas offerings. SAFE further promulgated the Circular on Further Clarification and Regulation ofthe Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular 45, on November 9, 2011, whichexpressly prohibits foreign-invested enterprises from using registered capital settled in Renminbi converted from foreign currencies to grant loansthrough entrustment arrangements with a bank, repay inter-company loans or repay bank loans that have been transferred to a third party. Circular 142,Circular 59 and Circular 45 may significantly limit our ability to transfer the net proceeds from our overseas offerings, including our initial publicoffering consummated in December 2014, to our PRC subsidiary and to convert such proceeds into Renminbi, which may adversely affect our liquidityand our ability to fund and expand our business in the PRC.On April 8, 2015, SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlementof Foreign-invested Enterprises, or SAFE Circular 19, which upon its effective date as of June 1, 2015, superseded the SAFE Circular 142. Circular 19provides that, among other things, the foreign-invested company may convert the foreign currency in its capital account into RMB on a “at will” basisand the RMB funds so converted can be used for equity investments provided that equity investment is included in the business scope of such foreign-invested company.On June 9, 2016, SAFE promulgated the Circular on Reforming and Regulation of Administrative Policy on Settlement of Foreign Exchange ofCapital Account, or SAFE Circular 16, which became effective on June 9, 2016. According to SAFE Circular 16, the foreign exchange capital of FIEs,foreign debt and funds raised through offshore listings may be settled on a discretionary basis, and can be settled at banks. The proportion of suchdiscretionary settlement is temporarily determined as 100%. The RMB converted from relevant foreign exchange shall be kept in a designated account,and if a domestic enterprise needs to make further payment from such account, it still must provide supporting documents and go through the reviewprocess with the banks. 28Table of ContentsFluctuation in exchange rate may have a material adverse effect on the value of your investment.Substantially all of our revenues and costs are denominated in RMB. The conversion of RMB into foreign currencies, including U.S. dollars, isbased on rates set by the People’s Bank of China. In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMBto the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010,this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB hasfluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policymay impact the exchange rate between the RMB and the U.S. dollar in the future. On November 30, 2015, the Executive Board of the InternationalMonetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, anddecided that with effect from October 1, 2016, RMB is determined to be a freely usable currency and will be included in the SDR basket as a fifthcurrency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the RMB has depreciatedsignificantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. This depreciation halted in 2017, and the RMBappreciated approximately 7% against the U.S. dollar during this one-year period. Since February 2018, the RMB has depreciated significantly, over8% against the U.S. dollar. With the development of the foreign exchange market and progress towards interest rate liberalization and RMBinternationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that theRMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC orU.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.Significant revaluation of the RMB may have a material and adverse effect on your investment. To the extent that we need to convert U.S. dollarsinto RMB for capital expenditures and working capital and other business purposes, appreciation of the RMB against the U.S. dollar would have anadverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose ofmaking payments for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of theU.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, a significant depreciation of the RMBagainst the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our ADSs.Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into anyhedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions inthe future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or to hedge ourexposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convertRMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.Our leased property interests may be defective and our right to lease the properties affected by such defects may be challenged, which could causesignificant disruption to our business.Under PRC laws, all lease agreements are required to be registered with the local housing authorities. We presently lease 26 premises in China,and all the landlords of these premises have completed the registration of their ownership rights and the landlords of two of these premises havecompleted the registration of our lease with the relevant authority. Failure to complete these required registrations may expose our landlords, lessorsand us to potential monetary fines. If these registrations are not obtained in a timely manner or at all, we may be subject to monetary fines or may haveto relocate our offices and incur the associated losses. 29Table of ContentsThe audit reports included in this annual report have been prepared by our independent registered public accounting firm whose work may not beinspected fully by the Public Company Accounting Oversight Board and, as such, you may be deprived of the benefits of such inspection.Our independent registered public accounting firm that issues the audit reports included in our annual reports filed with the U.S. Securities andExchange Commission, as auditors of companies that are traded publicly in the United States and a firm registered with the Public CompanyAccounting Oversight Board (United States), or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOBto assess its compliance with the laws of the United States and professional standards.Because we have substantial operations within the PRC and the PCAOB is currently unable to conduct inspections of the work of ourindependent registered public accounting firm as it relates to those operations without the approval of the Chinese authorities, our independentregistered public accounting firm is not currently inspected fully by the PCAOB. This lack of PCAOB inspections in the PRC prevents the PCAOBfrom regularly evaluating our independent registered public accounting firm’s audits and its quality control procedures. As a result, investors may bedeprived of the benefits of PCAOB inspections.On May 24, 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the ChinaSecurities Regulatory Commission, or the CSRC, and the Ministry of Finance which establishes a cooperative framework between the parties for theproduction and exchange of audit documents relevant to investigations in the United States and China. On inspection, it appears that the PCAOBcontinues to be in discussions with the Mainland China regulators to permit inspections of audit firms that are registered with PCAOB in relation to theaudit of Chinese companies that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlightingcontinued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations inChina. The joint statement reflects a heightened interest in this issue. However, it remains unclear what further actions the SEC and PCAOB will takeand its impact on Chinese companies listed in the U.S..Inspections of other firms that the PCAOB has conducted outside the PRC have identified deficiencies in those firms’ audit procedures andquality control procedures, which may be addressed as part of the inspection process to improve future audit quality.The inability of the PCAOB to conduct full inspections of auditors in the PRC makes it more difficult to evaluate the effectiveness of ourindependent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside the PRC that aresubject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financialstatements.If the settlement reached between the SEC and the Big Four PRC-based accounting firms (including the Chinese affiliate of our independentregistered public accounting firm), concerning the manner in which the SEC may seek access to audit working papers from audits in China ofUS-listed companies, is not or cannot be performed in a manner acceptable to authorities in China and the US, we could be unable to timely filefuture financial statements in compliance with the requirements of the Exchange Act.In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of2002 against the mainland Chinese affiliates of the “Big Four” accounting firms (including the mainland Chinese affiliate of our independentregistered public accounting firm). A first instance trial of the proceedings in July 2013 in the SEC’s internal administrative court resulted in anadverse judgment against the firms. The administrative law judge proposed penalties on the Chinese accounting firms including a temporarysuspension of their right to practice before the SEC, although that proposed penalty did not take effect pending review by the Commissioners of theSEC. On February 6, 2015, before a review by the Commissioner had taken place, the Chinese accounting firms reached a settlement with the SECwhereby the proceedings were stayed. Under the settlement, the SEC accepted that future requests by the SEC for the production of documents wouldnormally be made to the CSRC. The Chinese accounting firms would receive requests matching those under Section 106 of the Sarbanes-Oxley Act of2002, and would be required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitateproduction via the CSRC. The CSRC for its part initiated a procedure whereby, under its supervision and subject to its approval, requested classes ofdocuments held by the accounting firms could be sanitized of problematic and sensitive content so as to render them capable of being made availableby the CSRC to US regulators. 30Table of ContentsUnder the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudiceat the end of four years starting from the settlement date, which was on February 6, 2019. Despite the final ending of the proceedings, the presumptionis that all parties will continue to apply the same procedures: i.e. the SEC will continue to make its requests for the production of documents to theCSRC, and the CSRC will normally process those requests applying the sanitisation procedure. We cannot predict whether, in cases where the CSRCdoes not authorize production of requested documents to the SEC, the SEC will further challenge the four PRC-based accounting firms’ compliancewith U.S. law. If additional challenges are imposed on the Chinese affiliates of the “big four” accounting firms, we could be unable to timely file futurefinancial statements in compliance with the requirements of the Exchange Act.In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States withmajor PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financialstatements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negativenews about any such future proceedings against these accounting firms may cause investor uncertainty regarding China-based, United States-listedcompanies and the market price of our ADSs may be adversely affected.If the Chinese affiliate of our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SECand we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financialstatements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to thedelisting of our ordinary shares from the NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate thetrading of our ADSs in the United States.Risks Related to Our ADSsThe trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.The price of our ADSs has been and is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. This mayhappen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with businessoperations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed their securities onU.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with theirinitial public offerings. The trading performances of these Chinese companies’ securities after their offerings may affect the attitudes of investorstoward Chinese companies listed in the United States in general and consequently may impact the trading performance of our ADSs, regardless of ouractual operating performance. Furthermore, the stock market in general has experienced extreme price and volume fluctuations that have often beenunrelated or disproportionate to the operating performance of companies like us. These broad market and industry fluctuations may adversely affect themarket price of our ADSs. Volatility or a lack of positive performance in our ADS price may also adversely affect our ability to retain key employees,most of whom have been granted options or other equity incentives.In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our ownoperations, including the following: • variations in our revenues, earnings, cash flow and data related to our user base or user engagement; • announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; • announcements of new products, services and expansions by us or our competitors; • changes in financial estimates by securities analysts; • detrimental adverse publicity about us, our services or our industry; • additions or departures of key personnel; 31Table of Contents • release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and • potential litigation or regulatory investigations.Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.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.If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regardingour ADSs, the market price for our ADSs and trading volume could decline.The trading market for our ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one ormore analysts who cover us downgrade our ADSs, the market price for our ADSs would likely decline. If one or more of these analysts cease to cover usor fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volumefor our ADSs to decline.Substantial future sales or the expectation of substantial sales of our ADSs in the public market could cause the price of our ADSs to decline.Sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Suchsales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. If anyexisting shareholder or shareholders sell a substantial amount of ADSs, the prevailing market price for our ADSs could be adversely affected. Inaddition, if we pay for our future acquisitions in whole or in part with additionally issued ordinary shares, your ownership interests in our companywould be diluted and this, in turn, could have a material and adverse effect on the price of our ADSs.Because we may not continue to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on yourinvestment.Although we declared special cash dividends to holders of our ordinary shares in March 2019, we may not continue to do so regularly, or at all.Therefore, you may need to rely on price appreciation of our ADSs as the sole source for return on your investment.Our board of directors has complete discretion as to whether to distribute dividends subject to our memorandum and articles of association andcertain restrictions under Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend mayexceed the amount recommended by our directors. Even if our board of directors decides to declare and pay dividends, the timing, amount and form offuture dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, theamount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevantby our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of ourADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize areturn on your investment in our ADSs and you may even lose your entire investment in our ADSs. 32Table of ContentsYour interests may not always align with those of our shareholders, including our principal shareholder.You are also reminded that your interests may not always align with those of other shareholders, including our principal shareholders. Mr. YanTang, our co-founder, chairman and chief executive officer, has considerable influence over important corporate matters. We have adopted a dual-classvoting structure in which our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares areentitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares are entitled to ten votesper share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary sharesare not convertible into Class B ordinary shares under any circumstances. Due to the disparate voting powers associated with our two classes ofordinary shares, Mr. Tang beneficially owned a total of 70.9% of the aggregate voting power of our company as of March 31, 2019. As a result of hismajority voting power, Mr. Tang has considerable influence over matters such as electing directors and approving material mergers, acquisitions orother business combination transactions. This concentrated control will limit the ability of holders of our Class A ordinary shares and ADSs toinfluence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions,which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premiumover the prevailing market price. We cannot assure you that actions taken by our principal shareholders will completely align with your interests, orthat any conflicts of interest will be resolved in a way beneficial to you.We may be classified as a passive foreign investment company, or PFIC, under U.S. tax law, which could result in adverse U.S. federal income taxconsequences to U.S. holders of our ADSs or ordinary shares.Under United States federal income tax law, we will be classified as a PFIC for any taxable year if either (i) 75% or more of our gross income forthe taxable year is “passive” income or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) is attributable toassets that produce or are held for the production of passive income (the “asset test”). Although the law in this regard is unclear, we treat Beijing Momoas being owned by us for U.S. federal income tax purposes, not only because we exercise effective control over the operation of this entity but alsobecause we are entitled to substantially all of its economic benefits, and, as a result, we consolidate its results of operations in our consolidated U.S.GAAP financial statements. If it were determined, however, that we are not the owner of Beijing Momo for U.S. federal income tax purposes, we wouldlikely be treated as a PFIC for the taxable year ended December 31, 2018 and would anticipate being a PFIC for future taxable years. Assuming that weare the owner of Beijing Momo for United States federal income tax purposes and based upon our income and assets and the value of our ADSs, we donot believe that we were a PFIC for the taxable year ended December 31, 2018 and do not anticipate becoming a PFIC in the foreseeable future.However, because PFIC status is a factual determination made annually after the close of each taxable year on the basis of the composition of ourincome and assets, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. Fluctuations in themarket price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for purposes of theasset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price of our ADSs from time totime (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our current marketcapitalization. If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or futuretaxable years. In addition, the overall level of our passive assets will be affected by how, and how quickly, we spend our liquid assets. Undercircumstances where our revenue from activities that produce passive income significantly increase relative to our revenue from activities that producenon-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFICmay substantially increase. Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the Internal RevenueService, or the IRS, may challenge our classification of certain income or assets as non-passive, or our valuation of our goodwill and other unbookedintangibles, each of which may result in our company becoming classified as a PFIC for the current or subsequent taxable years.If we were to be or become classified as a PFIC, a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United StatesFederal Income Tax Considerations”) will generally be subject to reporting requirements and may incur significantly increased U.S. federal income taxon gain recognized on the sale or other disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares tothe extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules. Further, if we were a PFIC for any yearduring which a U.S. Holder held our ADSs or ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years duringwhich such U.S. Holder held our ADSs or ordinary shares. You are urged to consult your tax advisor concerning the U.S. federal income taxconsequences of holding and disposing of ADSs or ordinary shares if we are or become classified as a PFIC. For more information see “Item 10.Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” 33Table of ContentsOur memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders ofour Class A ordinary shares and ADSs.Our currently effective second amended and restated memorandum and articles of association contain provisions to limit the ability of others toacquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving ourshareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtaincontrol of our company in a tender offer or similar transaction. Our dual-class voting structure gives disproportionate voting power to the Class Bordinary shares held by Gallant Future Holdings Limited and New Heritage Global Limited, both of which are wholly owned by a family trustcontrolled by Yan Tang, our co-founder, chairman and chief executive officer. In addition, our board of directors has the authority, without furtheraction by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relativeparticipating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights,terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in theform of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company ormake removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the votingand other rights of the holders of our Class A ordinary shares and ADSs may be materially and adversely affected.Provisions of our convertible senior notes could discourage an acquisition of us by a third party.In July 2018, we issued $725 million principal amount of convertible senior notes due 2025. Certain provisions of our convertible senior notescould make it more difficult or more expensive for a third party to acquire us. The indenture for our convertible senior notes define a “fundamentalchange” to include, among other things: (i) any person or group becoming a direct or indirect beneficial owner of our company’s ordinary share capital(including ordinary share capital held in the form of ADSs) representing more than 50% of the voting power of our ordinary share capital or more than50% of our outstanding Class A ordinary shares (including Class A ordinary shares held in the form of ADSs); (ii) any recapitalization, reclassificationor change of our Class A ordinary shares or ADSs as a result of which these securities would be converted into, or exchanged for, stock, other securities,other property or assets or any share exchange, consolidation or merger of our company pursuant to which our Class A ordinary shares or ADSs will beconverted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transaction of all or substantially allof our consolidated assets, taken as a whole, to any person other than one of our subsidiaries; (iii) the approval of any plan or proposal for theliquidation or dissolution of our company by our shareholders; (iv) our ADSs ceasing to be listed or quoted on any of The New York Stock Exchange,The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); or (v) any change in or amendment to thelaws, regulations and rules in the PRC or the official interpretation or official application thereof that prohibits us from operating substantially all ofour business operations and prevents us from continuing to derive substantially all of the economic benefits from our business operations. Upon theoccurrence of a fundamental change, holders of these notes will have the right, at their option, to require us to repurchase all of their notes or anyportion of the principal amount of such notes in principal amounts of US$1,000 or integral multiples thereof. In the event of a fundamental change, wemay also be required to issue additional ADSs upon conversion of our convertible notes.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 by way of continuation under Cayman Islands law.We are an exempted company limited by shares registered under the laws of the Cayman Islands. Our corporate affairs are governed by ourmemorandum and articles of association, the Companies Law (2018 Revision) of the Cayman Islands and the common law of the Cayman Islands. Therights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to usunder Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derivedin part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courtsare of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities ofour directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in theUnited States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware,have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies maynot have standing to initiate a shareholder derivative action in a federal court of the United States. 34Table of ContentsShareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or toobtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not,and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to ourshareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or tosolicit proxies from other shareholders in connection with a proxy contest.As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by management,members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.Certain judgments obtained against us by our shareholders may not be enforceable.We are a Cayman Islands company and most of our assets are located outside of the United States. Substantially all of our current operations areconducted in China. In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States.Most of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to effect service of processwithin the United States upon us or these persons or to bring an action against us or against these individuals in the United States in the event that youbelieve that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of thiskind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors andofficers. There is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and theCayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in suchjurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of theunderlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) isgiven by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment hasbeen given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement ofwhich is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgmentobtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of theCayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been madeby a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisionsapplicable to United States domestic public companies.Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations inthe United States that are applicable to U.S. domestic issuers, including: • the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered underthe Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability forinsiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD. 35Table of ContentsWe 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 publish ourresults on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the NASDAQ Global Select Market. Press releasesrelating to financial 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 U.S. domestic issuers. As a result, youmay not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer. As aCayman Islands company listed on the NASDAQ Global Select Market, we are subject to the NASDAQ Global Select Market corporate governancelisting standards. However, NASDAQ Global Select Market rules permit a foreign private issuer like us to follow the corporate governance practices ofits home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from theNASDAQ Global Select Market corporate governance listing standards. To the extent that we choose to utilize the home country exemption forcorporate governance matters, our shareholders may be afforded less protection than they otherwise would under the NASDAQ Global Select Marketcorporate governance listing standards applicable to U.S. domestic issuers. We follow home country practice with respect to annual shareholdersmeetings and did not hold an annual meeting of shareholders in 2018. As a result, you may not be afforded the same protections or information, whichwould be made available to you, were you investing in a U.S. domestic issuer.We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, will and may rely on certain exemptionsfrom certain corporate governance requirements that provide protection to shareholders of other companies.We are a “controlled company” as defined under the Nasdaq Stock Market Rules because Yan Tang, our co-founder, chairman and chiefexecutive officer, beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company under that definition, weare permitted to elect to rely on certain exemptions from corporate governance rules. We currently rely on an exemption from the rule that a majority ofthe board of directors must be independent directors. Currently, a majority of the members of our board of directors are not independent directors. As aresult, you will not have the same protection afforded to shareholders of companies that are subject to the above-mentioned corporate governancerequirement. We may rely on other available exemptions from corporate governance rules in the future.The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote yourClass A ordinary shares.As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying Class A ordinary shares in accordancewith the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. Upon receiptof your voting instructions, the depositary will vote the underlying Class A ordinary shares in accordance with these instructions. You will not be ableto directly exercise your right to vote with respect to the underlying shares unless you register the underlying shares in your own name. Under ourcurrently effective second amended and restated memorandum and articles of association, the minimum notice period required for convening a generalmeeting is 10 days, exclusive of the day on which notice is given and the day of the meeting. When a general meeting is convened, you may notreceive sufficient advance notice to register the shares underlying your ADSs in your own name to allow you to vote with respect to any specificmatter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. Wecannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, thedepositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions.This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not votedas you requested.The depositary for our ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs if you do not instruct thedepositary to vote your shares, except in limited circumstances, which could adversely affect your interests.Under the deposit agreement for the ADSs, if you do not instruct the depositary to vote your shares, the depositary will give us a discretionaryproxy to vote our Class A ordinary shares underlying your ADSs at shareholders’ meetings unless: • we have failed to timely provide the depositary with notice of meeting and related voting materials; • we have instructed the depositary that we do not wish a discretionary proxy to be given; 36Table of Contents • we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; • a matter to be voted on at the meeting would have a material adverse impact on shareholders; or • the voting at the meeting is to be made on a show of hands.The effect of this discretionary proxy is that if you do not instruct the depositary to vote your shares, you cannot prevent our Class A ordinaryshares underlying your ADSs from being voted, except under the circumstances described above. This may make it more difficult for holders of ADSsto influence the management of our company. Holders of our Class A ordinary shares are not subject to this discretionary proxy.You may not receive dividends or other distributions on our Class A ordinary shares and you may not receive any value for them, if it is illegal orimpractical to make them available to you.The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A ordinaryshares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to thenumber of Class A ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical tomake a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists ofsecurities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption fromregistration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certaindistributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have noobligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also haveno obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means thatyou may not receive distributions we make on our Class A ordinary shares or any value for them if it is illegal or impractical for us to make themavailable to you. These restrictions may cause a material decline in the value of our ADSs.You may experience dilution of your holdings due to inability to participate in rights offerings.We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, thedepositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are eitherexempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. Thedepositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable toestablish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to theserights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable toparticipate in our rights offerings and may experience dilution of their holdings as a result.You may be subject to limitations on transfer of your ADSs.Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when itdeems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons,including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADSholders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. Thedepositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, orat any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, orunder any provision of the deposit agreement, or for any other reason. 37Table of ContentsItem 4.Information on the Company A.History and Development of the CompanyWe started our operations in July 2011 when our founders established Beijing Momo Technology Co., Ltd., or Beijing Momo, in China. In orderto facilitate foreign investment in our company, we incorporated our holding company under the name of Momo Technology Company Limited in theBritish Virgin Islands in November 2011. In July 2014, Momo Technology Company Limited was redomiciled in the Cayman Islands as an exemptedcompany registered under the laws of the Cayman Islands, and was renamed Momo Inc. The following outlines other major changes to our corporatestructure in recent years. • In March 2017, we acquired 100% equity interest of Zhejiang Shengdian Digital Network Technology Co., Ltd., or Zhejiang Shengdian,upon which it became a subsidiary of Beijing Momo. Zhejiang Shengdian now holds our internet audio/video program transmissionlicense. • In June 2017, we established Beijing Santi Cloud Union Technology Co., Ltd., or Santi Cloud Union, a company which is 51% owned byBeijing Momo. • In July 2017, we established Loudi Momo Technology Co., Ltd., or Loudi Momo, as a wholly-owned subsidiary of Beijing Momo. • In September 2017, we established Changsha Heer Network Technology Co., Ltd., or Changsha Heer, as a wholly-owned subsidiary ofBeijing Momo, and Beijing Santi Cloud Time Technology Co., Ltd., or Santi Cloud Time, as a wholly-owned subsidiary of Santi CloudUnion. • In February 2018, we established QOOL Media Hong Kong Limited, or QOOL Media HK, a company which was initially 70% owned byMomo Technology HK Company Limited. In August 2018, the shareholders of QOOL Media HK transferred all their equity interests inQOOL Media HK to QOOL Media Inc., or QOOL Media Cayman. • In February 2018, we reached a definitive agreement with Tantan Limited, or Tantan, and all of its shareholders, pursuant to which weagreed to acquire 100% fully diluted equity stake in Tantan for a combination of share consideration and cash, including approximately5.3 million newly issued Class A ordinary shares of our company and US$613.2 million in cash. • In March 2018, we established Hainan Momo Pictures Co., Ltd., or Hainan Momo Pictures, as a wholly-owned subsidiary of Momo PicturesCo., Ltd., or Momo Pictures. • In May 2018, we successfully completed our acquisition of Tantan and acquired a 100% fully diluted equity stake in Tantan. To facilitatethe closing of this transaction, we borrowed a bank loan facility from a domestic commercial bank in May 2018 with the total amount ofdrawdown at US$300.0 million, a fixed interest rate of 4.5% per annum and a period of two years. We repaid the bank loan in full in July2018. 38Table of Contents • In April 2018, we established Hainan Miaoka Network Technology Co., Ltd., or Hainan Miaoka, and Hainan Yilingliuer NetworkTechnology Co., Ltd., or Hainan Yilingliuer, as our consolidated affiliated entities. • In May 2018, we established Beijing Yiliulinger Information Technology Co., Ltd., or Beijing Yiliulinger, as a wholly-owned subsidiary ofBeijing Momo Information Technology Co., Ltd., or Beijing Momo IT. • In July 2018, we established QOOL Media Cayman, a company which is 79. 6% owned by us. • In July 2018, we issued $725 million principal amount of convertible senior notes due 2025. The notes will bear interest at a rate of 1.25%per year, payable semiannually on January 1 and July 1 of each year. Holders of the notes have the right to convert their notes into ourADSs based on an initial conversion rate of 15.4776 of our ADSs per $1,000 principal amount of notes (which is equivalent to an initialconversion price of approximately US$64.61 per ADS). The conversion rate for the notes is subject to adjustment upon the occurrence ofcertain events. We will not have the right to redeem the notes prior to maturity, except in the event of certain changes to the laws or theirapplication or interpretation. Holders of the notes will have the right to require us to repurchase all or part of their notes in cash on July 1,2023, or in the event of certain fundamental changes. The notes will mature on July 1, 2025, unless previously repurchased, redeemed orconverted in accordance with their terms prior to such date. • In December 2018, we established QOOL Media Technology (Tianjin) Co., Ltd., or QOOL Media Technology, as a wholly-ownedsubsidiary of QOOL Media HK. • In March 2019, we established Beijing Fancy Reader Technology Co., Ltd., or Beijing Fancy Reader, as our consolidated affiliated entity. • In March 2019, we established Hainan Heer Network Technology Co., Ltd., or Hainan Heer, as a wholly-owned subsidiary of BeijingMomo. • From May 2018 to April 2019, we entered into a series of contractual arrangements with Tantan Culture Development (Beijing) Co., Ltd.,or Tantan Culture, Hainan Miaoka, Hainan Yilingliuer, Beijing Fancy Reader and QOOL Media (Tianjin) Co., Ltd., or Tianjin QOOLMedia, and their respective shareholders, through which we exert control over these entities and their subsidiaries and consolidate theiroperating results in our financial statements. See “—C. Organizational Structure—Contractual Arrangements with our consolidatedaffiliated entities.”In December 2014, we completed our initial public offering and listed our ADSs on the NASDAQ Global Select Market under the symbol“MOMO.”Our principal executive offices are located at 20th Floor, Block B, Tower 2, Wangjing SOHO, No.1 Futongdong Street, Chaoyang District,Beijing 100102, People’s Republic of China. Our telephone number at this address is +86-10-5731-0567. Our registered office in the Cayman Islands islocated at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Our agent for service of process in the United States is LawDebenture Corporate Services Inc., 801 2nd Avenue, Suite 403, New York, NY 10017. B.Business OverviewWe operate Momo, one of China’s leading mobile-based social and entertainment platforms. We enable users to discover new relationships,expand their social connections and build meaningful interactions. We connect people and facilitate interactions based on location, interests and avariety of recreational activities including live talent shows, short videos, social games as well as other video- and audio-based interactive experiences,such as live chats and mobile karaoke experience. In May 2018, we completed our acquisition of Tantan, a leading social and dating application foryounger generation. Tantan, whose primary users consist of young Chinese singles, is designed to help its users to find and establish romanticconnections, as well as meet interesting people.We have built a large user base on Momo since its launch in 2011. Momo’s MAUs increased to 113.3 million in December 2018 from99.1 million in December 2017 and 81.1 million in December 2016. The increase of Momo’s MAUs in 2018 was primarily attributable to the enrichedproduct and content offerings and our marketing activities. We had 4.1 million paying users on Tantan application from June 1, 2018 to December 31,2018. 39Table of ContentsOur Momo and Tantan mobile applications can be downloaded and used free of charge, and we generate our revenues from the various serviceswe offer on our platforms. Our revenues increased significantly from RMB3,707.4 million in 2016 to RMB8,886.4 million in 2017 and further toRMB13,408.4 million (US$1,950.2 million) in 2018. We currently generate our revenues from live video service, value-added service, mobilemarketing services, mobile games and other services. Our live video service, which was launched in September 2015 and allows users to purchase andsend in-show virtual gifts to other users hosting live shows, currently contributes to the largest share of our revenues, generating 79.9% of our netrevenues in 2018. We generated 12.1%, 7.8% and 14.0% of our net revenues from value-added services in 2016, 2017 and 2018, respectively, inrelation to the membership subscription packages of Momo and Tantan that provide members with additional functions and privileges on ourplatforms and, starting in the fourth quarter of 2016, virtual gift service, which allows our users to purchase and send virtual gifts to other users outsideof the live video service. Mobile marketing services, mobile games and other services contributed 11.9%, 6.4% and 1.2%, respectively, of our revenuesin 2016, 5.8%, 2.7% and 0.1%, respectively, of our revenues in 2017 and 3.7%, 1.0% and 1.4%, respectively, of our revenues in 2018. We had a netincome of RMB979.0 million, RMB2,144.5 million and RMB2,788.5 million (US$405.6 million) in 2016, 2017 and 2018, respectively.The Momo PlatformOur Momo platform includes our Momo mobile application and a variety of related properties, features, functionalities, tools and services that weprovide to users, customers and platform partners. The Momo mobile application, which is available on Android and iOS platforms, enables users todiscover new relationships, expand their social connections and build meaningful interactions. We connect people and facilitate interactions based onlocation, interests and a variety of recreational activities including live talent shows, short videos, social games as well as other video- and audio-basedinteractive experiences, such as live chats and mobile karaoke experience. Momo offers a personal and lively way for users to discover interestingpeople, and facilitates the connecting, communicating, interacting, and content sharing with others. Momo features various social and entertainmentfeatures, including Nearby functions, live video, short video service, interest groups and other live interactive experiences. Communications within ourplatform are supported by multi-media instant messaging tools and other audio- and video-based communication tools and services. Momo’s socialfeatures are increasingly integrated with video and audio functions to offer more fun and entertaining contents and to enhance and encourage socialinteractions between users.Key features and functionalities offered by the Momo platform include the following:Nearby PeopleNearby People allows users to find out their approximate distance from each other in real time and is one of the primary tools through whichusers can establish and expand their social relationships on our platform.Nearby People presents a curated list of nearby users with their profile pictures, relative distances and the time they last checked-in on Momo.The list of nearby people is ordered by our algorithm, which primarily considers the physical proximity and the recency of check-in of the users. Allusers can customize the list by viewing nearby people by gender, age and some other attributes. Users can initiate contact with nearby users by sendinggreeting messages and selecting to follow their accounts in order to receive notifications on their status updates. A user who receives a greetingmessage may then reply and choose to become a Momo friend of the initiator by also following such user. Users can adjust their privacy settings toavoid being seen by strangers or to appear invisible. Our application also allows users to block other users and report inappropriate behaviors.Nearby PostsNearby Posts is an important entry point for users to discover and interact with other users via content sharing and consumption by providingusers with a stream of feeds, including photos, videos, music, recorded karaoke songs and other status updates posted by other users. The order of thefeeds is defined by our algorithm which computes a number of different factors including physical proximity of the content creator, how recent thatpost is shared as well as how likely it is for a specific user to interact with such post based on our big data and machine learning technologies. Users caninteract with such feeds in a number of different ways such as liking and commenting on the content, as well as checking out the profile pages of thecontent creators, sending private message and following the creator. 40Table of ContentsLive VideoThe Live Video function allows users to live stream a variety of content and activities including talent shows such as singing, dancing and talkshows, as well as casual chatting between broadcasters and viewers. Unlike traditional on-demand video experiences, our live video function allowsthe viewers to interact with the broadcasters on a real-time basis, thus facilitating a much more dynamic social experience. For example, a user canrequest a song from the live broadcaster and a broadcaster can connect a viewer to his or her live video channel through video calls. To provide fun andinteractive experience between live broadcasters and viewers, the Live Video function offers interesting features such as customized filters and lenses aswell as virtual gifts and associated special effects, some of which are enabled by facial recognition and augmented reality technology. For example, auser can pay to put virtual animated images over a broadcaster’s head or face to create an interesting visual effect. Viewers of live video shows mayinteract with broadcasters using text messages or by sending virtual gifts purchased with virtual currency. In addition to live video channels, ourstreaming service also supports audio only mode, in order to lower the barriers for broadcasters and users to participate in real-time interactiveexperience through our live channels.Other Live Video and Audio Interactive ExperiencesWe have started to introduce a collection of non-talent show related live video and audio interactive experiences backed by streamingtechnology since 2017. By designing the user interface differently from that in the “live video” service, which primarily facilitates the one-to-manykind of broadcasting mode, we can better support social interactions among our users in a one-to-one and many-to-many kind of video and audiocommunication environment. Key experiences we offer include Quick Chat, Parties and Chatroom. Quick Chat is a one-to-one chatting experienceavailable in both video and audio formats. Parties is a group audio and video chat experience usually with moderators organizing recreationalactivities among the participating users. Chatroom is an audio only group chat experience. We introduced mobile karaoke experience into theChatroom in 2018. Because Karaoke is a popular offline social and entertainment activity in China, it has quickly gained popularity among our users,making the Chatroom experience one of the major social experiences in terms of usage on our platform. In addition, our streaming service also enablesusers to play social games while chatting with others on a live basis. For example, we launched Were Wolf in 2017. Inspired by the popular offlinedinner party game “Mafia,” the game allows users to engage in group live chat and play different roles according to the story line of the game. Sincethe beginning of 2018, we have expanded the use cases of the Were Wolf game channels to a variety of other social games supported by audio chatexperience.“Follow” FunctionsThe Follow tab aggregates content that a user chooses to follow and video content our algorithm “thinks” the user might want to follow based onour big data analytics. There are two subsections within the tab. The “Follow” section under the Follow tab contains a stream of feeds created bypeople followed by the user while the “Recommended” section features popular short video content that our recommendation engine, based on our bigdata analytics, believes the user might like or suggests the user to follow. The algorithm of the recommendation engine computes and makesrecommendations based on a variety of factors including users’ personal preferences as well as the overall popularity of a specific short video clip.Other FunctionsOther Functions on our platform include instant messaging, user profile page, Diandian and group functions.Diandian. Diandian is a one-to-one matching function that helps our users discover people that they might be interested in. When activated, ourrecommendation engine will push a pool of potential matches to a user based on certain algorithms. The user may then interact with the pushes to showif he or she is interested in the recommendation. Only users who have mutually shown interests to each other may become Momo friends and messageeach other.Group functions. Our application allows users to create and/or participate in groups created across points of interest and based on locations. Eachgroup is given a shared Momo discussion page on which group members can discuss their common interests, post their photos, exchange messages andorganize other online and offline events. Individuals can connect with each other regarding common interests.User Profile PageIf a user is interested in finding out more about another user on our platform, he or she can review the User Profile page, which is a function thatwe offer to provide a quick snapshot of a user. Information featured on this page includes profile pictures, account status such as activeness, popularityand wealth level, detailed personal information such as name, age, hometown, horoscope, occupation, relationship status, groups joined, interests andfavorite books and movies, the user’s historical posts and videos shared, the broadcasters that the user follows, as well as the user’s travel footprints.The profile page also contains a summary providing insights to a user’s behavioral characteristics. The User Profile Page is integrated with nearly allthe other product modules such as the Nearby People, Nearby Posts, Diandian, Live Video and others. 41Table of ContentsInstant MessagingOur application is supported by instant messaging function, which allows users to communicate with each other using various forms of messagesand expressions including text, emoticons, voice recordings, pictures and video messages, or to engage in real-time communication through audio andvideo chat function. One of the key features of our instant messaging function is that the dialog window presents the distance between the two partiesin real time. Senders can see whether their messages have been delivered to or read by the recipient. Our instant messaging feature also allows users toturn voice messages into text, share their location information, invite other users to games, and send virtual gifts and red envelopes to each other.TantanTantan is a leading social and dating app in China. Tantan, whose primary users consist of young mobile internet users, is designed to help itsusers find and establish romantic connections, as well as meet interesting people. Tantan had 4.1 million paying users for the period from June 1, 2018to December 31, 2018 and has become one of the leading choices for young mobile internet users in China to find relationships.We believe that Tantan strategically complements our Momo platform. First, Tantan’s users are younger on average than Momo’s users, allowingus to expand our footprint among younger demographics. Second, whereas the Momo platform has been primarily focused on connecting people in abroader sense among larger groups and communities, Tantan is primarily focused on one-to-one matching for romantic purposes. Additionally,compared to Momo, Tantan is a younger brand with strong potential to grow its user base and revenues. We believe that our acquisition of Tantanhelps us enrich our product line, expand our user base, broaden our social scenarios and strengthen our leading position in China’s open social market.Tantan’s users can enjoy many of the core features of Tantan for free, including swiping through a pool of users to find potential matches andcommunicating with the matches through instant messaging tool on the app. However, to enjoy certain premium features, a user must pay a monthlysubscription fee or purchase the premium features on an ala carte basis. For example, in order to use unlimited number of the “swipe right” featurewhich indicates “like,” a Tantan user must pay to subscribe to VIP membership, which was launched in early 2018. In order to get access to a list ofusers who have “swiped right” on the user, a Tantan user needs to pay to subscribe the “See Who Liked Me” feature, which was launched in July 2018.Tantan users and subscribers may also purchase, on a pay-per-use basis, certain other premium features, such as Super Exposure and Super Likes, whichall aim at increasing the paying users’ exposure to other Tantan users.Monetization OpportunitiesWe started monetization in July 2013. We currently generate revenues primarily from live video service, value-added service, mobile marketingservices, mobile games, and other services.Live Video ServiceWe launched our live video service in September 2015, allowing users to purchase and send in-show virtual gifts to other users hosting liveshows as broadcasters. Initially, the service adopted an online live concert format whereby certain talented performers were invited to put on live musicshows in a professional studio environment. Such shows were broadcasted live in one to four sessions on a daily basis and at pre-announced times. Inthe fourth quarter of 2015, we opened more live channels in order to enable more performers to put on talent shows to entertain and interact with theiraudience. The broadcasters are able to “go live” and connect with their audience via their mobile phones, while audience members are able to interacton a real time basis with the broadcasters and other fellow viewers by texting for free or purchasing and sending virtual gifts. We share a portion of therevenues generated with the broadcasters or the talent agencies. Until April 2016, we only offered the service to a limited number of talented performerspre-selected carefully by us. In April 2016, we opened up the service to all the users of our platform so that each one of them can become a broadcasterif they wish. Broadcasters provide live video service on our platform as an individual or as a member of a talent agency. Certain broadcasters are alsopaying users on our platform. The talent agencies recruit, train and retain the broadcasters. We are committed to provide strong support and resources tobroadcasters and talent agencies to offer high-quality content. We are also committed to closely cooperate and develop long-term relationship withbroadcasters and talent agencies. Currently, live video service contributes the largest share of our revenues, generating 68.4%, 83.6% and 79.9% of ournet revenues in 2016, 2017 and 2018, respectively. 42Table of ContentsValue-added ServiceOur value-added service primarily consists of subscription services that provide paying users with additional features and functions as well asprivileges on Momo and Tantan and, starting in the fourth quarter of 2016, virtual gift services, which allow Momo users to purchase and send virtualgifts to other users outside of the live video service. We generated 12.1%, 7.8 % and 14.0% of our net revenues from value-added services in 2016,2017 and 2018, respectively.Value-added Service on MomoMembership Subscription. We provide enhanced membership privileges to Momo users who subscribe to our membership package by payingmembership fees. Momo’s memberships are currently divided into two tiers, basic and premium. Enhanced privileges for all members include VIPlogos, higher limits on the maximum number of users group and the number of users that the member can follow, access to certain special emoticons,the ability to add a short video and a voice recording to the profile page and to see a list of recent visitors to their profile page, and certain other specialfeatures unavailable to the non-members. Additional privileges for our premium members include the abilities to check out visitors to their messageboards and to remove advertisements from their feeds.Virtual Gift Service. We launched our virtual gift service on the Momo platform in the fourth quarter of 2016 to enhance users’ social experience.For example, users can purchase and send virtual gifts to other users to increase the response rate to their greetings in Nearby people function. Withinthe many group chatting experiences that we offer, users can also send each other virtual gifts to facilitate relationship building. We generate revenuefrom the sales of the virtual gifts.Value-added Service on TantanTantan offers a variety of premium features and services that users can purchase either through a subscription package or on a pay-per-use basis.For example, a Tantan user can pay to subscribe the VIP membership to enjoy certain privileges such as using unlimited number of the “right swipe”feature, access to “Super Likes,” special badge and location roaming. In addition, a Tantan user can pay to subscribe the “See Who Liked Me” feature,which gives the user access to a list of users who have “swiped right” on that user. Tantan users and subscribers may also purchase, on a pay-per-usebasis, certain other premium features, such as Super Exposure and Super Likes, which all aim at increasing the paying users’ exposure to other Tantanusers.Mobile Marketing ServicesWe seek to provide advertising and marketing solutions to enable our customers to promote their brands and conduct effective marketingactivities. We provide our customers with analytical tools to enable them to track and improve the effectiveness of their marketing campaigns on ourplatform. Our advertising and marketing customers include brand marketers, local merchants, application developers and publishers as well as othersmall and medium-sized businesses and individuals. Our mobile marketing services currently include the following:In-feed marketing solutions. We offer advertising units that appear as feeds on Momo platform features such as Nearby People and Nearby Post.Powered by a self-serve advertising system with a real-time bidding mechanism, our in-feed marketing solutions are performance-based and serve awide range of marketers including application developers, local businesses, brand owners, as well as other small and medium-sized businesses andindividuals. We offer advertising units in various formats, including text-based content, pictures, video clips and function that enables directapplication downloads. In addition, our advertising system also allows customers to target certain cohorts of users based on their geographic locations,gender, age, type of mobile operating systems and some other parameters. Our customers can use a combination of the various formats and targetingcapabilities to create their marketing campaigns more effectively. 43Table of ContentsDisplay ads. We offer a variety of marketing products in display format, including full screen banner ads that appear before the application isloaded, banners on frequently visited pages and other sponsored images displayed elsewhere within our application. Unlike the in-feed ad units, thedisplay ad units are not sold through the bidding system.We also offer integrated marketing packages that include multiple advertising units such as feeds, banners, video ads and sponsorships in orderto serve a broader sets of marketing objectives of our marketing customers. As the features and functionalities of our platform continue to evolve, wemay continue to add new ad format and marketing solutions to our mobile marketing product portfolios. Mobile marketing services contributed 11.9%,5.8% and 3.7% of our revenues in 2016, 2017 and 2018, respectively.Mobile GamesAs a social networking platform, we intend to offer games that have strong features which we believe will not only increase the interactionsbetween users, but also broaden our revenue sources. Such games may be developed by third parties, with whom we share revenues generated byin-game purchases of virtual items, or developed in-house. We have been scaling back from jointly operated mobile games and instead focusing onself-developed games in order to better align the games offered on our platform with the positioning and strength of Momo as a location-based socialplatform. Mobile games contributed 6.4%, 2.7% and 1.0% of our revenues in 2016, 2017 and 2018, respectively.Other ServicesOur other services have included paid emoticons, gift mall sales and a TV variety show that we co-produced. Other services have also includedother revenue generating services that are immaterial in revenue contribution, or are not considered as part of our strategic focus. Other servicescontributed 1.2%, 0.1% and 1.4% of our revenues in 2016, 2017 and 2018, respectively.TechnologyOur research and development efforts focus on product development, architecture and technological infrastructures, as well as the security andintegrity of our platform to protect our user data.Our product development endeavors revolve around continuous innovations to help users discover and make new connections as well asbuilding effective interactions. As our user base continues to expand and consumer behaviors constantly evolve, the social demands from the usersbecome increasingly diversified. We make significant investments in technology to optimize our existing products and services and to develop newones so that we can expand the social use offerings to satisfy the diversifying user demands.In addition, we are also investing in building and maintaining the technological infrastructures to support the delivery and usage of our productsand services in a fast and efficient manner within a safe and secured environment.Content Management and MonitoringAs an operator of social platforms, we view content management and monitoring as a critical part of our operations. As of the date of this annualreport, Momo and Tantan collectively have a dedicated team of over 1,126 personnel reviewing and handling content on our mobile platform forcompliance with applicable laws and regulations. They are aided by both proprietary and third-party software and technologies to sweep our platformsand the data being transmitted on a real-time basis around-the-clock. We monitor and screen user information and user generated content against aspam list, which is a list of content and behaviors that we have determined are likely to be indicative of inappropriate or illegal content or illegalactivities. Additionally, our users can also easily report fraud if they come across suspicious content, and each user complaint is processed by ourcontent management and monitoring system. 44Table of ContentsBranding and MarketingOur brand building activities generally comprise purchasing online advertising in the form of texts, banners and videos, placing TV commercialsand public relations efforts. We also conduct branding and promotional activities through offline events. In addition, we acquire users for our platformsdirectly through online marketing channels including mobile advertising platforms such as ByteDance, application stores, search engines and otheronline advertising networks.Intellectual PropertyWe rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual propertyrights. As of December 31, 2018, we had 13 pending patent applications filed with the State Intellectual Property Office of the PRC. We had registered398 trademarks and had applied for 262 trademarks with the Trademark Office of the State Administration for Industry & Commerce of the PRC. Wehad registered 128 software copyrights and 74 copyrights with the PRC National Copyright Administration. We had also registered 83 domain names,including immomo.com, wemomo.com, immomogame.com and momocdn.com.SeasonalityHistorically, there were noticeable downward trends in user activities on our Momo platform as well as revenue growth in the weeks prior to andafter the Chinese Lunar New Year. However, due to our limited operating history, the seasonal trends that we have experienced in the past may notapply to, or be indicative of, our future operating results.CompetitionAs a mobile social networking platform that also provides live video service, we are subject to intense competition from providers of similarservices, as well as potential new types of online services.Our competitors may have substantially more cash, traffic, technical, performer and other resources, as well as broader product or service offeringsand can leverage their relationships based on other products or services to gain a larger share of marketing budgets from customers. We believe that ourability to compete effectively depends upon many factors, including the size, composition and engagement of our user base, our ad targetingcapabilities, our pool of popular live broadcasters, market acceptance of our mobile marketing services and online entertainment services, ourmarketing and selling efforts, and the strength and reputation of our brand. See “Item 3. Key Information—D. Risk Factors—Risks Related to OurBusiness and Industry—The market in which we operate is fragmented and highly competitive. If we are unable to compete effectively for users or userengagement, our business and operating results may be materially and adversely affected.” We also experience significant competition for highlyskilled personnel, including management, engineers, designers and product managers. Our growth strategy depends in part on our ability to retain ourexisting personnel and add additional highly skilled employees. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business andIndustry—The continuing and collaborative efforts of our senior management and key employees are crucial to our success, and our business may beharmed if we were to lose their services.”InsuranceWe do not maintain property insurance, business interruption insurance or general third-party liability insurance, nor do we maintain key-manlife insurance.RegulationsThis section sets forth a summary of the most significant rules and regulations that affect our business activities in China or our shareholders’rights to receive dividends and other distributions from us.Corporate Laws and Foreign Investment LawThe establishment, operation and management of corporate entities in China are governed by the Company Law of the PRC, or the CompanyLaw, effective in 1994, as amended in 1999, 2004, 2005 and 2013, respectively. The Company Law is applicable to our PRC subsidiaries andconsolidated affiliated entities unless the PRC laws on foreign investment have stipulated otherwise. 45Table of ContentsOn March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which will take effect on January 1, 2020 and replacethe trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreignCooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, together with their implementation rules and ancillary regulations.According to the Foreign Investment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by one or morenatural persons, business entities, or other organizations of a foreign country (collectively referred to as “foreign investors”) in China, which includesinvestments made by foreign investors in China through means stipulated by laws or administrative regulations or other methods prescribed by theState Council. Based on the Foreign Investment Law, it is possible that the prospective laws, administrative regulations or provisions of the StateCouncil may deem contractual arrangements as a way of foreign investment.According to the Foreign Investment Law, the State Council will publish a catalogue for special administrative measure, or the “negative list,” toprovide the scope of “restricted” or “prohibited” industries that have certain restrictions on foreign investment such as market entry clearance. Foreigninvestment activities in industries not included in the “negative list” are granted national treatment. The “negative list” has yet to be published and itis unclear as to whether a new “negative list” will be published at the time when Foreign Investment Law comes into effect or whether such new“negative list” will be different from the current “negative list” that became effective on July 28, 2018.We operate our businesses in China through a number our consolidated affiliated entities which are controlled by our PRC subsidiaries through aseries of contractual arrangements. Our consolidated affiliated entities hold internet content provider, or ICP, licenses to provide value-addedtelecommunication services, which is an industry in which foreign investment is “restricted” under the currently effective “negative list.”Regulations Relating to Telecommunications ServicesIn September 2000, the State Council issued the Regulations on Telecommunications of China, or the Telecommunications Regulations, toregulate telecommunication activities in China. The telecommunications industry in China is governed by a licensing system based on theclassifications of the telecommunications services set forth under the Telecommunications Regulations.The Ministry of Industry and Information Technology, together with the provincial-level communications administrative bureaus, supervises andregulates the telecommunications industry in China. The Telecommunications Regulations divide the telecommunications services into twocategories: infrastructure telecommunications services and value-added telecommunications services. The operation of value-addedtelecommunications services is subject to the examination, approval and licenses granted by the Ministry of Industry and Information Technology orits provincial-level communications administrative bureaus. According to the Catalog of Classification of Telecommunications Businesses effective inMarch 2016, provision of information services through the internet, such as the operation of our immomo.com website, is classified as value-addedtelecommunications services.Regulations Relating to Foreign Investment in Value-Added Telecommunications IndustryAccording to the Administrative Rules for Foreign Investment in Telecommunications Enterprises issued by the State Council effective inJanuary 2002, as amended in September 2008 and February 2016, a foreign investor may hold no more than a 50% equity interest in a value-addedtelecommunications services provider in China and such foreign investor must have experience in providing value-added telecommunications servicesoverseas and maintain a good track record. Due to these regulations, we operate our website through Beijing Momo and its subsidiaries. The mostupdated version of Guiding Catalog for Foreign Investment Industries, which was promulgated by the MOFCOM and the National Development andReform Commission and became effective from July 28, 2018, or the Guiding Catalog, imposes the 50% restrictions on foreign ownership in value-added telecommunications business except for e-commerce business as well. 46Table of ContentsThe Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, or theCircular, issued by the former Ministry of Information Industry in July 2006, reiterated the regulations on foreign investment in telecommunicationsbusinesses, which require foreign investors to set up foreign-invested enterprises and obtain an internet content provider, or ICP, license to conduct anyvalue-added telecommunications business in China. Under the Circular, a domestic company that holds an ICP license is prohibited from leasing,transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities,to foreign investors that conduct value-added telecommunications business illegally in China. Furthermore, certain relevant assets, such as the relevanttrademarks and domain names that are used in the value-added telecommunications business must be owned by the local ICP license holder or itsshareholders. The Circular further requires each ICP license holder to have the necessary facilities for its approved business operations and to maintainsuch facilities in the regions covered by its license. In addition, all value-added telecommunications service providers are required to maintain networkand information security in accordance with the standards set forth under the relevant PRC regulations. If an ICP license holder fails to comply with therequirements in the Circular and also fails to remedy such non-compliance within a specified period of time, the Ministry of Industry and InformationTechnology or its local counterparts have the discretion to take administrative measures against such license holder, including revoking its ICPlicense. Beijing Momo, the operator of our website, owns the relevant domain names and registered trademarks and has the necessary personnel tooperate the website.Regulations on Broadcasting Audio/Video Programs through the InternetOn April 13, 2005, the State Council announced Several Decisions on Investment by Non-state-owned Companies in Culture-related Business inChina. These decisions encourage and support non-state-owned companies to enter certain culture-related business in China, subject to restrictions andprohibitions for investment in audio/video broadcasting, website news and certain other businesses by non-state-owned companies. These decisionsauthorize the SARFT and the Ministry of Culture to adopt detailed implementing rules according to these decisions.On December 20, 2007, the SARFT and the MIIT jointly issued the Rules for the Administration of Internet Audio and Video Program Services,commonly known as Circular 56, which came into effect as of January 31, 2008 and was amended on August 28, 2015. Circular 56 reiterates therequirement set forth in the Audio/Video Broadcasting Rules that online audio/video service providers must obtain a license from the SARFT.Furthermore, Circular 56 requires all online audio/video service providers to be either wholly state-owned or state-controlled. According to relevantofficial answers to press questions published on the SARFT’s website dated February 3, 2008, officials from the SARFT and the MIIT clarified thatonline audio/video service providers that already had been operating lawfully prior to the issuance of Circular 56 may re-register and continue tooperate without becoming state-owned or controlled, provided that such providers have not engaged in any unlawful activities. This exemption willnot be granted to online audio/video service providers established after Circular 56 was issued. Such policies have been reflected in the ApplicationProcedure for Audio/Video Program Transmission License.On April 1, 2010, the SARFT issued the Internet Audio/Video Program Services Categories (Provisional), or the Provisional Categories, as furtheramended on March 10, 2017, which classified internet audio/video programs into four categories.In 2009, the SARFT released a Notice on Strengthening the Administration of Online Audio/Video Content. This notice reiterated, among otherthings, that all movies and television shows released or published online must comply with relevant regulations on the administration of radio, filmand television. In other words, these movies and television shows, whether produced in the PRC or overseas, must be pre-approved by SARFT, and thedistributors of these movies and television shows must obtain an applicable permit before releasing any such movie or television show. In 2012, theSARFT and the State Internet Information Office of the PRC issued a Notice on Improving the Administration of Online Audio/Video ContentIncluding Internet Drama and Micro Films. In 2014, SARFT released a Supplemental Notice on Improving the Administration of Online Audio/VideoContent Including Internet Drama and Micro Films. This notice stresses that entities producing online audio/video content, such as internet dramas andmicro films, must obtain a permit for radio and television program production and operation, and that online audio/video content service providersshould not release any internet dramas or micro films that were produced by any entity lacking such permit. For internet dramas or micro filmsproduced and uploaded by individual users, the online audio/video service providers transmitting such content will be deemed responsible as aproducer. Further, under this notice, online audio/video service providers can only transmit content uploaded by individuals whose identity has beenverified and such content shall comply with the relevant content management rules. This notice also requires that online audio/video content,including internet drama and micro films, be filed with the relevant authorities before release. 47Table of ContentsOn April 25, 2016, the SARFT promulgated the Provisions on the Administration of Private Network and Targeted Transmission Audio/VideoProgram Services, which became effective as of June 1, 2016 and applies to the provision of radio, TV programs and other audio/video programs totargeted audience on TV and all types of handheld electronic equipment. The Provision covers the internet and other information networks as targetedtransmission channels, including the provision of content, integrated broadcast control, transmission and distribution and other activities conducted insuch forms as Internet protocol television (IPTV), private network mobile TV and Internet TV. Anyone who provides private network and targetedtransmission audio/video program services must obtain an audio/video program transmission license, with a term of three years, issued by the SARFTand operate its business pursuant to the scope as provided in such license. Foreign-invested enterprises are not allowed to engage in the abovereferenced business.On July 1, 2016, the MOC promulgated Notice on Strengthening the Administration of Network Performance, which regulates the behavior ofentities operating network performance and performers. Entities operating network performance shall be responsible for the service and content post ontheir website which are provided by performers, perfect the content management mechanism, and shut down the channel and stop the spreading as soonas realize any network performance in violation of relevant laws and regulations. Network performers shall be responsible for their performances andshall not perform any program containing violence, pornography, or other similarly prohibited elements. The cultural administration authorities orcultural market enforcement authorities of relevant government supervise entities operating network performance and shall investigate all entitiesoperating network performance in their thoroughly and publish any fine or action results or blacklist in time.On September 2, 2016, the SARFT issued a Notice on Problems regarding Strengthening the Administration of Internet Audio/Video ProgramsLive Broadcasting Services, which provides that the provision of audio/video live broadcasting of important political, military, economic, social,cultural, sports and other activities and events requires an audio/video program transmission license which covers item (5) under internet audio/videoprogram services category I, and the provision of audio/video live broadcasting of cultural activities by general social organizations, sports events andlike activities requires an audio/video program transmission license which covers item (7) under internet audio/video program services category II.On November 4, 2016, the Cyberspace Administration of China promulgated the Provisions on the Administration of Online Live BroadcastingServices, which became effective as of December 1, 2016. Such Provisions provides that anyone who provides online live broadcasting servicesthrough online performances, internet video/audio programs and so forth, shall obtain relevant qualifications as required by laws and regulations.In November 2016, the SARFT issued a Notice on Strengthening the Administration of Audio/Video Programs Transmission on Weibo, Wechatand Other Internet Social Networking Platforms, which further clarifies that anyone who operates internet audio/video services through Weibo, Wechatand other internet social networking platforms must obtain an audio/video program transmission license and operate its business pursuant to the scopeas provided in such license.As of the date of this annual report, we hold an internet audio/video program transmission license through Zhejiang Shengdian, a wholly-ownedsubsidiary that we acquired in March 2017.Regulations on Online Comics and Internet Cultural ProductsThe Interim Administrative Provisions on Internet Culture was promulgated by MOC on February 17, 2011 and became effective on April 1,2011. Pursuant to the Interim Administrative Provisions on Internet Culture, online comics are deemed to be online culture products, and any entityengaged in producing, transmitting and distributing online culture products shall apply for an internet culture operation license that includes thebusiness scope of actual online activities. As of the date of this annual report, we have obtained an internet culture operation license and received theapproval to expand the scope of the license to cover the operation of comic and animation products.Regulations on Internet Publication and Cultural ProductsThe Administrative Measures for Internet Publication Service, or Internet Publication Measures, were jointly promulgated by the SARFT and theMIIT on February 4, 2016 and became effective on March 10, 2016. The Internet Publication Measures superseded the Tentative Measures for InternetPublication Administration, which were jointly promulgated by the SARFT and the MIIT in 2002. The Internet Publication Measures define internetpublication service and internet publication item, and publication of internet publication item via the internet requires an internet publishing license.Pursuant to the Internet Publication Measures, online game constitutes an internet publication item and therefore, an online game operator shall obtainan internet publishing license so that it can directly offer its online games to the public in the PRC. As of the date of this annual report, we have not yetobtained an internet publishing license, and are in the process of preparing the application documents. 48Table of ContentsRegulations on Online Games and Foreign Ownership RestrictionsPursuant to the Guidance Catalog, the internet culture business (other than online music business) falls within the category of industriesprohibiting foreign investment. On February 17, 2011, the Ministry of Culture issued the revised Interim Provisions on the Administration of InternetCulture, or the Internet Culture Interim Provisions, effective as of April 1, 2011 and amended on December 15, 2017. According to the Internet CultureInterim Provisions, “internet cultural products” are defined as including the online games specially produced for Internet and games reproduced orprovided through Internet. Provision of operating Internet cultural products and related services is subject to the approval of the Ministry of Culture orits provincial counterpart.On June 3, 2010, the Ministry of Culture promulgated the Provisional Administration Measures of Online Games, or the Online Game Measures,which came into effect on August 1, 2010. The Online Game Measures governs the research, development and operation of online games and theissuance and trading services of virtual currency. Under the Online Game Measures, all operators of online games, issuers of virtual currencies andproviders of virtual currency trading services, or Online Game Business Operators, are required to obtain internet culture operation licenses. An internetculture operation license is valid for three years and in case of renewal, the renewal application should be submitted 30 days prior to the expiry date ofsuch license.In addition, Online Game Business Operators should request the valid identity certificate of game users for registration, and notify the public 60days ahead of the termination of any online game operations or the transfer of online game operational rights. Online game business operators are alsoprohibited from (i) setting compulsory battles in the online games without game users’ consent; (ii) advertising or promoting the online games thatcontain prohibited content, such as anything that compromise state security or divulges state secrets; and (iii) inducing game users to input legalcurrencies or virtual currencies to gain online game products or services, by way of random draw or other incidental means. The Online Game Measuresalso states that the state cultural administration authorities will formulate the compulsory clauses of a standard online game service agreement, whichhave been promulgated on July 29, 2010 and are required to be incorporated into the service agreement entered into between online game businessoperators and game users, with no conflicts with the rest of clauses in such service agreements.On July 11, 2008, the General Office of the State Council promulgated the Regulation on Main Functions, Internal Organization and Staffing ofthe General Administration of Press and Publication, or the Regulation on Three Provisions. On September 14, 2009, the Central OrganizationEstablishment Commission issued the corresponding interpretations, or the Interpretations on Three Provisions. The Regulation on Three Provisionsand the Interpretation on Three Provisions granted the Ministry of Culture overall jurisdiction to regulate the online game industry, and granted theGeneral Administration of Press and Publication the authority to issue approvals for the internet publication of online games. Specifically, (i) theMinistry of Culture is empowered to administrate online games (other than the pre-examination and approval before internet publication of onlinegames); (ii) subject to the Ministry of Culture’s overall administration, General Administration of Press and Publication is responsible for thepre-examination and approval of the internet publication of online games; and (iii) once an online game is launched, the online game will be onlyadministrated and regulated by the Ministry of Culture. As of March 31, 2019, 11 of the 12 online games we offered had completed the filing with theMinistry of Culture. If we fail to complete, obtain or maintain any of the required licenses or approvals or make the necessary filings, we may be subjectto various penalties, such as confiscation of the net revenues that were generated through online games, the imposition of fines and the discontinuationor restriction of our operations of online games.On September 28, 2009, the General Administration of Press and Publication, the National Copyright Administration and the National WorkingGroup to Eliminate Pornography and Illegal Publications jointly issued the Circular on Consistent Implementation of the Stipulation on the ThreeProvisions of the State Council and the Relevant Interpretations of the State Commission for Public Sector Reform and the Further Strengthening of thePre-examination and approval of Online Games and the Approval and Examination of Imported Online Games, or the GAPP Notice. The GAPP Noticeexplicitly prohibits foreign investors from directly or indirectly engaging in online game business in China, including through consolidated affiliatedentities. Foreign investors are not allowed to indirectly control or participate in PRC operating companies’ online game operations, whether (i) byestablishing other joint ventures, entering into contractual arrangements or providing technical support for such operating companies; or (ii) in adisguised form such as by incorporating or directing user registration, user account management or game card consumption into online game platformsthat are ultimately controlled or owned by foreign companies. The GAPP Notice reiterates that the General Administration of Press and Publication isresponsible for the examination and approval of the import and publication of online games and states that providing downloading services of theonline game contents to the public through the internet is considered a publication activity, which is subject to approval from the GeneralAdministration of Press and Publication. Violations of the GAPP Notice will result in severe penalties. For detailed analysis, see “Risk Factors—RisksRelated to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in Chinado not comply with PRC regulations on foreign investment in internet and other related businesses, or if these regulations or their interpretationchange in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” 49Table of ContentsOn May 24, 2016, the SARFT promulgated the Circular on the Administration over Mobile Game Publishing Services, which became effective asof July 1, 2016. The Circular provides that game publishing service entities shall be responsible for examining the contents of their games andapplying for game publication numbers. To apply for publication of domestically-developed mobile puzzle games that are not related to political,military, national or religious topics or contents and have no or simple story lines, entities shall submit the required documents to provincialpublication administrative departments at least 20 working days prior to the expected date of online publication (public beta). Entities applying forpublication of domestically-developed mobile games that are not included in abovementioned category shall go through stricter procedures, includingsubmitting manager accounts for content review and testing accounts for game anti-indulgence system. Game publishing service entities must set up aspecific page to display the information approved by the SARFT, including copyright owner of the game, publishing service entity, approval number,publication number and others, and shall take charge of examining and recording daily updates of the game. For mobile games (including pre-installedmobile games) that have been published and operated online before implementation of this Circular, to maintain the publication and operation of suchgames online, relevant approval procedures shall be made up by the game publishing service entities and enterprises with the provincial publicationadministrative departments before December 31, 2016 as required by this Circular. Otherwise, they shall cease to be published or operated online.Regulation on Information SecurityThe Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the PRC, or the Cyber Security Law, whichbecame effective on June 1, 2017, to protect cyberspace security and order. Pursuant to the Cyber Security Law, any individual or organization usingthe network must comply with the constitution and the applicable laws, follow the public order and respect social moralities, and must not endangercyber 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 various security protectionobligations for network operators, which are defined as “owners and administrators of networks and network service providers,” including, amongothers, complying with a series of requirements of tiered cyber protection systems; verifying users’ real identity; localizing the personal informationand important data gathered and produced by key information infrastructure operators during operations within the PRC; and providing assistance andsupport to government authorities where necessary for protecting national security and investigating crimes. To comply with these laws andregulations, we have adopted security policies and measures to protect our cyber system and user information.Regulations Relating to Internet Content and Information SecurityThe Administrative Measures on Internet Information Services specify that internet information services regarding news, publications, education,medical and health care, pharmacy and medical appliances, among other things, are to be examined, approved and regulated by the relevantauthorities. Internet information providers are prohibited from providing services beyond those included in the scope of their ICP licenses or filings.Furthermore, these measures clearly specify a list of prohibited content. Internet information providers are prohibited from producing, copying,publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internetinformation providers that violate the prohibition may face criminal charges or administrative sanctions by the PRC authorities. Internet informationproviders must monitor and control the information posted on their websites. If any prohibited content is found, they must remove the offensivecontent immediately, keep a record of it and report it to the relevant authorities. Beijing Momo, as an ICP license holder, is subject to these measures. 50Table of ContentsInternet information in China is also regulated and restricted from a national security standpoint. The Standing Committee of the NationalPeople’s Congress has enacted the Decisions on Maintaining Internet Security, which may subject violators to criminal punishment in China for anyeffort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak statesecrets; (iv) spread false commercial information; or (v) infringe intellectual property rights. The Ministry of Public Security has promulgated measuresthat prohibit use of the internet in ways which, among other things, result in a leakage of state secrets or a spread of socially destabilizing content. Asan ICP license holder, Beijing Momo is subject to the laws and regulations relating to information security.In August 2013, the MOC issued the Administration Measures on Content Review by Internet Culture Operating Entities, or the Content ReviewMeasures, which became effective on December 1, 2013. According to the Content Review Measures, an internet culture operating entity shall censorand review its products and services to be provided to the public to ensure that such products and services do not contain any content prohibited bylaw, and the censor record shall be kept for at least two years. Internet culture operating entities shall adopt technical measures to conduct real-timecensor over the products and services, set up internal content control department and establish content control policies. If the internet culture operatingentity identifies any illegal content, it shall immediately suspend the products or services containing such content and preserve relevant record, and, inthe event that such illegal content might lead to material issues, report to provincial branch of MOC.Regulations on Anti-fatigue Compliance System and Real-name Registration SystemOn April 15, 2007, eight PRC government authorities, including the General Administration of Press and Publication, the Ministry of Education,the Ministry of Public Security and the Ministry of Industry and Information Technology, jointly issued the Notice on Protecting Minors Mental andPhysical Health and Implementation of Online Game Anti-fatigue System, which requires the implementation of an anti-fatigue compliance system anda real-name registration system by all PRC online game operators. Under the anti-fatigue compliance system, three hours or less of continuous playingby minors, defined as game players under 18 years of age, is considered to be “healthy”, three to five hours is deemed “fatiguing”, and five hours ormore is deemed “unhealthy.” Game operators are required to reduce the value of in-game benefits to a game player by half if it discovers that theamount of a time a game player spends online has reached the “fatiguing” level, and to zero in the case of the “unhealthy” level.To identify whether a game player is a minor and thus subject to the anti-fatigue compliance system, a real-name registration system should beadopted to require online game players to register their real identity information before playing online games. Pursuant to a notice issued by therelevant eight government authorities on July 1, 2011, online game operators must submit the identity information of game players to the NationalCitizen Identity Information Center, a subordinate public institution of the Ministry of Public Security, for verification as of October 1, 2011.Regulations Relating to Internet Information Services and Content of Internet InformationIn September 2000, the State Council issued the Administrative Measures on Internet Information Services, or the Internet Measures, which isamended on January 8, 2011, to regulate the provision of information services to online users through the internet. According to the Internet Measures,internet information services are divided into two categories: services of an operative nature and services of a non-operative nature. Our businessconducted through our immomo.com website involves operating internet information services, which requires us to obtain an ICP license. If an internetinformation service provider fails to obtain an ICP license, the relevant local branch of the Ministry of Industry and Information Technology may levyfines, confiscate its income or even block its website. When the ICP service involves areas of news, publication, education, medical treatment, health,pharmaceuticals and medical equipment, and if required by law or relevant regulations, specific approval from the respective regulatory authoritiesmust be obtained prior to applying for the ICP license from the Ministry of Industry and Information Technology or its provincial level counterpart.Our affiliated PRC entity, Beijing Momo, currently holds an ICP license issued by Beijing Communications Administration, a local branch of theMinistry of Industry and Information Technology. Our ICP license will expire in January 2022. 51Table of ContentsRegulations Relating to Privacy ProtectionAs an internet content provider, we are subject to regulations relating to protection of privacy. In recent years, PRC government authorities haveenacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. The Administrative Measures onInternet Information Services prohibit ICP service operators from insulting or slandering a third party or infringing upon the lawful rights and interestsof a third party. Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the Ministry of Industry andInformation Technology in 2011, an ICP service operator may not collect any user personal information or provide such information to third partieswithout the consent of a user. An ICP service operator must expressly inform the users of the method, content and purpose for the collection andprocessing of such user personal information and may only collect such information necessary for the provision of its services. An ICP service operatoris also required to properly keep the user personal information, and in case of any leak or likely leak of the user personal information, the ICP serviceoperator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunications regulatoryauthority. In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of theNational People’s Congress in December 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued bythe Ministry of Industry and Information Technology in July 2013, any collection and use of user personal information must be subject to the consentof the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. An ICP serviceoperator must also keep such information strictly confidential, and is further prohibited from divulging, tampering or destroying of any suchinformation, or selling or providing such information to other parties. Any violation of the above decision or order may subject the ICP serviceoperator to warnings, fines, confiscation of illegal gains, revocation of licenses, cancelation of filings, closedown of websites or even criminalliabilities. We are subject to these regulations as an online business operator.Regulations Relating to TaxationIn January 2008, the PRC Enterprise Income Tax Law took effect. The PRC Enterprise Income Tax Law applies a uniform 25% enterprise incometax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Underthe PRC Enterprise Income Tax Law and its implementation regulations, dividends generated from the business of a PRC subsidiary after January 1,2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investoris a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate. Distributions of earningsgenerated before January 1, 2008 are exempt from PRC withholding tax.Under the PRC Enterprise Income Tax Law, an enterprise established outside China with “de facto management bodies” within China isconsidered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on itsworldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as “resident enterprises” clarifiedthat dividends and other income paid by such PRC “resident enterprises” will be considered PRC-source income and subject to PRC withholding tax,currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC “resident enterprises” to variousreporting requirements with the PRC tax authorities. Under the implementation regulations to the PRC Enterprise Income Tax Law, a “de factomanagement body” is defined as a body that has material and overall management and control over the manufacturing and business operations,personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certainPRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in the PRC will be classified as PRC residententerprises if the following are located or resided in the PRC: senior management personnel and departments that are responsible for daily production,operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal, and minutes ofboard meetings and shareholders’ meetings; and half or more of the senior management or directors who have the voting rights. 52Table of ContentsPursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxationand Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reducedto 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the StateAdministration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong residententerprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must be a company; (ii) it mustdirectly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned suchrequired percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. Furthermore, the AdministrativeMeasures for Non-Resident Taxpayer to Enjoy Treatments under Tax Treaties, which became effective in November 2015, require that non-residenttaxpayers may enjoy treatments under tax treaties on their own during the tax filings by themselves or through withholding agents, and be subject toadministration by relevant tax authorities afterwards. There are also other conditions for enjoying the reduced withholding tax rate according to otherrelevant tax rules and regulations. Accordingly, Momo Technology HK Company Limited may be able to benefit from the 5% withholding tax rate forthe dividends it receives from Beijing Momo, if it satisfies the conditions prescribed under Circular 81 and other relevant tax rules and regulations, andobtain the approvals as required. However, according to Circular 81, if the relevant tax authorities consider the transactions or arrangements we haveare for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.In January 2009, the SAT promulgated the Provisional Measures for the Administration of Withholding of Enterprise Income Tax forNon-resident Enterprises, or the Non-resident Enterprises Measures, pursuant to which entities that have direct obligation to make certain payments toa non-resident enterprise shall be the relevant tax withholders for such non-resident enterprise. Further, the Non-resident Enterprises Measures providesthat, in case of an equity transfer between two non-resident enterprises which occurs outside China, the non-resident enterprise which receives theequity transfer payment shall, by itself or engage an agent to, file tax declaration with the PRC tax authority located at place of the PRC companywhose equity has been transferred, and the PRC company whose equity has been transferred shall assist the tax authorities to collect taxes from therelevant non-resident enterprise. On April 30, 2009, the MOF and the SAT jointly issued the Notice on Issues Concerning Process of Enterprise IncomeTax in Enterprise Restructuring Business, or Circular 59. On December 10, 2009, the SAT issued the Notice on Strengthening the Administration of theEnterprise Income Tax concerning Proceeds from Equity Transfers by Non-resident Enterprises, or Circular 698. Both Circular 59 and Circular 698became effective retroactively as of January 1, 2008. By promulgating and implementing these two circulars, the PRC tax authorities have enhancedtheir scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.On February 3, 2015, the SAT issued a Public Notice on Several Issues Relating to Enterprise Income Tax on Transfer of Assets between Non-resident Enterprises, or Public Notice 7, to supersede existing provisions in relation to the Indirect Transfer as set forth in Circular 698, while the otherprovisions of Circular 698 remain in force. Public Notice 7 introduces a new tax regime that is significantly different from that under Circular 698.Public Notice extends its tax jurisdiction to capture not only Indirect Transfer as set forth under Circular 698 but also transactions involving transfer ofimmovable property in China and assets held under the establishment and place, in China of a foreign company through the offshore transfer of aforeign intermediate holding company. Public Notice 7 also addresses transfer of the equity interest in a foreign intermediate holding company widely.In addition, Public Notice 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and introduces safe harborscenarios applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee of the IndirectTransfer as they have to make self-assessment on whether the transaction should be subject to PRC tax and to file or withhold the PRC tax accordingly.In October 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-residentEnterprise Income Tax at Source, or Bulletin 37, which came into effect on December 1, 2017. The Bulletin 37 replaced and superseded, among othercirculars, the Non-resident Enterprises Measures and Circular 698, and further clarifies the practice and procedures of the withholding of non-residententerprise income tax. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holdingcompany, which is an Indirect Transfer, the non-resident enterprise as either the transferor or the transferee, or the PRC entity that directly owns thetaxable assets, may report such Indirect Transfer to the relevant tax authority.Where non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lackreasonable commercial purpose, we and our non-resident investors may become at risk of being taxed under Bulletin 37 and Public Notice 7 and maybe required to expend valuable resources to comply with Bulletin 37 and Public Notice 7 or to establish that we should not be taxed under Bulletin 37and Public Notice 7.The PRC tax authorities have the discretion under SAT Circular 59, Bulletin 37 and Public Notice 7 to make adjustments to the taxable capitalgains based on the difference between the fair value of the equity interests transferred and the cost of investment. 53Table of ContentsValue Added TaxOn January 1, 2012, the Chinese State Council officially launched a pilot value-added tax (“VAT”) reform program, or Pilot Program, applicableto businesses in selected industries. Businesses in the Pilot Program would pay VAT instead of business tax. The Pilot Industries in Shanghai includedindustries involving the leasing of tangible movable property, transportation services, research and development and technical services, informationtechnology services, cultural and creative services, logistics and ancillary services, certification and consulting services. Revenues generated byadvertising services, a type of “cultural and creative services,” are subject to the VAT tax rate of 6%. According to official announcements made bycompetent authorities in Beijing and Guangdong province, Beijing launched the same Pilot Program on September 1, 2012, and Guangdong provincelaunched it on November 1, 2012. On May 24, 2013, the Ministry of Finance, or the MoF, and the State Administration of Taxation, or the SAT, issuedthe Circular on Tax Policies in the Nationwide Pilot Collection of Value Added Tax in Lieu of Business Tax in the Transportation Industry and CertainModern Services Industries, or the Circular 37. The scope of certain modern services industries under the Circular 37 extends to the inclusion of radioand television services. On August 1, 2013, the Pilot Program was implemented throughout China. On December 12, 2013, the MoF and the SATissued the Circular on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of Value-added Tax in Lieuof Business Tax, or Circular 106. Among the other things, Circular 106 abolished Circular 37, and refined the policies for the Pilot Program. OnApril 29, 2014, the MoF and the SAT issued the Circular on the Inclusion of Telecommunications Industry in the Pilot Collection of Value-added Taxin Lieu of Business Tax. On March 23, 2016, the MoF and the SAT issued the Circular on Comprehensively Promoting the Pilot Program of theCollection of Value-added Tax in Lieu of Business Tax. Effective from May 1, 2016, the PRC tax authorities collect VAT in lieu of Business Tax in allregions and industries. All of our entities were subject to VAT at the rate of 6% for services provided and 16% for goods sold which are not listed inArticle 2 Sub-article 2 of the Provisional Regulations on Value Added Tax of the PRC as of December 31, 2018.Regulations Relating to Copyright and Trademark ProtectionChina has adopted legislation governing intellectual property rights, including copyrights and trademarks. China is a signatory to majorinternational conventions on intellectual property rights and is subject to the Agreement on Trade Related Aspects of Intellectual Property Rights as aresult of its accession to the World Trade Organization in December 2001.Copyright. The National People’s Congress amended the Copyright Law in 2001 and 2010 to widen the scope of works and rights that areeligible for copyright protection. The amended Copyright Law extends copyright protection to Internet activities, products disseminated over theInternet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center. To addresscopyright infringement related to content posted or transmitted over the internet, the National Copyright Administration and former Ministry ofInformation Industry jointly promulgated the Administrative Measures for Copyright Protection Related to the Internet in April 2005. These measuresbecame effective in May 2005. To comply with these laws and regulations, we have implemented internal procedures to monitor and review thecontent we have been licensed from content providers before they are released on our platform and remove any infringing content promptly after wereceive notice of infringement from the legitimate rights holder.On December 20, 2001, the State Council promulgated the new Regulations on Computer Software Protection, effective from January 1, 2002,which are intended to protect the rights and interests of the computer software copyright holders and encourage the development of software industryand information economy. In the PRC, software developed by PRC citizens, legal persons or other organizations is automatically protectedimmediately after its development, without an application or approval. Software copyright may be registered with the designated agency and ifregistered, the certificate of registration issued by the software registration agency will be the primary evidence of the ownership of the copyright andother registered matters. On February 20, 2002, the National Copyright Administration of the PRC introduced the Measures on Computer SoftwareCopyright Registration, which outline the operational procedures for registration of software copyright, as well as registration of software copyrightlicense and transfer contracts. The Copyright Protection Center of China is mandated as the software registration agency under the regulations.The State Council and the National Copyright Administration have promulgated various rules and regulations and rules relating to protection ofsoftware in China, including the Regulations on Protection of Computer Software promulgated by State Council on January 30, 2013 and effectivesince March 1, 2013, and the Measures for Registration of Copyright of Computer Software promulgated by SARFT on February 20, 2002 and effectivesince the same date. According to these rules and regulations, software owners, licensees and transferees may register their rights in software with theNational Copyright Administration or its local branches and obtain software copyright registration certificates. Although such registration is notmandatory under PRC law, software owners, licensees and transferees are encouraged to go through the registration process and registered softwarerights may be entitled to better protections. As of December 31, 2018, we had registered 128 software copyrights in China. 54Table of ContentsTrademark. The PRC Trademark Law, adopted in 1982 and revised in 1993, 2001 and 2013 respectively, protects the proprietary rights toregistered trademarks. The Trademark Office under the State Administration for Industry and Commerce handles trademark registrations and may granta term of ten years for registered trademarks, which may be extended for another ten years upon request. Trademark license agreements shall be filedwith the Trademark Office for record. In addition, if a registered trademark is recognized as a well-known trademark, the protection of the proprietaryright of the trademark holder may reach beyond the specific class of the relevant products or services. As of December 31, 2018, we had 398 registeredtrademarks and 262 trademark applications in China.Regulations Relating to Foreign ExchangePursuant to the Regulations on the Administration of Foreign Exchange issued by the State Council and effective in 1996, as amended inJanuary 1997 and August 2008, respectively, current account transactions, such as the sale or purchase of goods, are not subject to PRC governmentalapprovals. Certain organizations in the PRC, including foreign-invested enterprises, may purchase, sell and/or remit foreign currencies at certain banksauthorized to conduct foreign exchange business upon providing valid commercial documents. However, approval of the PRC State Administration ofForeign Exchange, or SAFE, is required for capital account transactions.In August 2008, SAFE issued a circular on the conversion of foreign currency into Renminbi by a foreign-invested company that regulates howthe converted Renminbi may be used, or the SAFE Circular 142. The circular requires that the registered capital of a foreign-invested enterpriseconverted into Renminbi from foreign currencies may only be utilized for purposes within its business scope. For example, such converted amountsmay not be used for investments in or acquisitions of other companies, which can inhibit the ability of companies to consummate such transactions. Inaddition, SAFE strengthened its oversight of the flow and use of the Renminbi registered capital of foreign-invested enterprises converted from foreigncurrencies. The use of such Renminbi capital may not be changed without SAFE’s approval, and may not in any case be used to repay Renminbi loansif the proceeds of such loans have not been utilized. Furthermore, SAFE promulgated a circular in November 2010, which, among other things, requiresthe authenticity of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner describedin the offering documents. Violations may result in severe penalties, such as heavy fines.In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on ForeignDirect Investment which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of variousspecial purpose foreign exchange accounts (e.g. pre-establishment expenses account, foreign exchange capital account, guarantee account), thereinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-investedenterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may beopened in different provinces, which was not possible before. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisionson Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, whichspecifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way ofregistration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration informationprovided by SAFE and its branches.In April 8, 2015, SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlementof Foreign-invested Enterprises, which will, upon its effective date as of June 1, 2015, supersedes the SAFE Circular 142. This circular provides that,among other things, the foreign-invested company may convert the foreign currency in its capital account into RMB on a “at will” basis and the RMBfunds so converted can be used for equity investments provided that equity investment is included in the business scope of such foreign-investedcompany.On June 9, 2016, SAFE promulgated the Circular on Reforming and Regulation of Administrative Policy on Settlement of Foreign Exchange ofCapital Account, or SAFE Circular 16, which became effective on June 9, 2016. According to SAFE Circular 16, the foreign exchange capital of FIEs,foreign debt and funds raised through offshore listing may be settled on a discretionary basis, and can be settled at the banks. The proportion of suchdiscretionary settlement is temporarily determined as 100%. The RMB converted from relevant foreign exchange will be kept in a designated account,and if a domestic enterprise needs to make further payment from such account, it still must provide supporting documents and go through the reviewprocess with the banks. 55Table of ContentsFurthermore, SAFE Circular 16 reiterates that the use of capital by domestic enterprises must adhere to the principles of authenticity and self-usewithin the business scope of enterprises. The foreign exchange income of capital account and RMB obtained by domestic enterprise from foreignexchange settlement must not be used (i) directly or indirectly for payment beyond the business scope of the enterprises or payment prohibited byrelevant laws and regulations; (ii) directly or indirectly for investment in securities and investment in wealth management products except forprincipal-guaranteed bank wealth management products, unless otherwise provided by relevant laws and regulations; (iii) directly or indirectly forextending entrusted loans to non-affiliate enterprises, unless permitted by the scope of business; and/or (iv) for construction or purchase of real estatethat is not for self-use, except for foreign-invested real estate enterprises.Regulations Relating to LaborPursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when anemployment relationship is established between an employer and an employee. Other labor-related regulations and rules of the PRC stipulate themaximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety andsanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety andsanitation, prevent accidents at work and reduce occupational hazards.In the PRC, workers dispatched by an employment agency are normally engaged in temporary, auxiliary or substitute work. Pursuant to the PRCLabor Contract Law, an employment agency is the employer for workers dispatched by it and shall perform an employer’s obligations toward them.The employment contract between the employment agency and the dispatched workers, and the placement agreement between the employment agencyand the company that receives the dispatched workers shall be in writing. Furthermore, the company that accepts the dispatched workers shall bejointly and severally liable for any damage caused to the dispatched workers due to violation of the Labor Contract Law by the employment agenciesarising from their contracts with dispatched workers. An employer is obligated to sign an indefinite term labor contract with an employee if theemployer continues to employ the employee after two consecutive fixed-term labor contracts. The employer also has to pay compensation to theemployee if the employer terminates an indefinite term labor contract. Except where the employer proposes to renew a labor contract by maintaining orraising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employeewhen a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council inDecember 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled toa five-day paid vacation, those whose service period ranges from 10 to 20 years is entitled to a 10-day paid vacation, and those who has served for morethan 20 years is entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall becompensated at three times their normal salaries for each waived vacation day.Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning theMaternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternityinsurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance,medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are requiredto contribute to the social insurance plans. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002,PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank.Both PRC companies and their employees are required to contribute to the housing funds. 56Table of ContentsAccording to the Social Insurance Law, an employer that fails to make social insurance contributions may be ordered to pay the requiredcontributions within a stipulated deadline and be subject to a late fee. If the employer still fails to rectify the failure to make social insurancecontributions within the stipulated deadline, it may be subject to a fine ranging from one to three times the amount overdue. According to theRegulations on Administration of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify thenoncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsoryenforcement.Regulations Relating to Dividend DistributionWholly foreign-owned companies in the PRC may pay dividends only out of their accumulated profits after tax as determined in accordance withPRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the banksdesignated by SAFE. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective accumulatedprofits after tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the whollyforeign-owned company’s registered capital. These reserve funds are not distributable as cash dividends.SAFE Regulations on Offshore Special Purpose Companies Held by PRC Residents or CitizensSAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special PurposeVehicles, or Circular 37, issued by SAFE and effective in July 2014, regulates foreign exchange matters in relation to the use of special purposevehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing and conduct round trip investment in China. Under Circular37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshorefinancing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the directinvestment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, controlrights and management rights. Circular 37 requires that, before making contribution into an SPV, PRC residents or entities are required to completeforeign exchange registration with the SAFE or its local branch. SAFE Circular 37 further provides that option or share-based incentive tool holders ofa non-listed SPV can exercise the options or share incentive tools to become a shareholder of such non-listed SPV, subject to registration with SAFE orits local branch.PRC residents or entities who have contributed legitimate domestic or offshore interests or assets to SPVs but have yet to obtain SAFEregistration before the implementation of the Circular 37 shall register their ownership interests or control in such SPVs with SAFE or its local branch.An amendment to the registration is required if there is a material change in the SPV registered, such as any change of basic information (includingchange of such PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers ordivisions. Failure to comply with the registration procedures set forth in Circular 37, or making misrepresentation on or failure to disclose controllers offoreign-invested enterprise that is established through round-trip investment, may result in restrictions on the foreign exchange activities of therelevant foreign-invested enterprises, including payment of dividends and other distributions, such as proceeds from any reduction in capital, sharetransfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents orentities to penalties under PRC foreign exchange administration regulations.We have completed the foreign exchange registration of PRC resident shareholders for Mr. Yan Tang, Mr. Yong Li and Mr. Xiaoliang Lei withrespect to our financings and share transfer.M&A Rule and Overseas ListingIn August 2006, six PRC regulatory agencies, including China Securities Regulatory Commission, or CSRC, jointly adopted the ProvisionsRegarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective in September 2006. ThisM&A Rule purports to require, among other things, offshore SPVs, formed for listing purposes through acquisition of PRC domestic companies andcontrolled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stockexchange. We believe that CSRC approval is not required in the context of our initial public offering as we are not a special purpose vehicle formed forlisting purpose through acquisition of domestic companies that are controlled by our PRC individual shareholders, as we acquired contractual controlrather than equity interests in our domestic affiliated entities. 57Table of ContentsHowever, we cannot assure you that the relevant PRC government agency, including the CSRC, would reach the same conclusion as we do. If theCSRC or other PRC regulatory agency subsequently determines that we need to obtain the CSRC’s approval for our initial public offering or if CSRCor any other PRC government authorities will promulgate any interpretation or implementing rules before our listing that would require CSRC or othergovernmental approvals for our initial public offering, we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, theseregulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict therepatriation of the proceeds from our initial public offering into the PRC, or take other actions that could have a material adverse effect on our business,financial condition, results of operations, and prospects, as well as the trading price of our ADSs.SAFE Regulations on Employee Share OptionsPursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock IncentivePlan of Overseas Publicly Listed Company, or Circular 7, issued by SAFE in February 2012, employees, directors, supervisors and other seniormanagement participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizensresiding in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domesticqualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. Failure to complete theSAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our whollyforeign-owned subsidiaries in China and limit these subsidiaries’ ability to distribute dividends to us.In addition, the State Administration for Taxation has issued certain circulars concerning employee share options or restricted shares. Under thesecirculars, the employees working in the PRC who exercise share options or are granted restricted shares will be subject to PRC individual income tax.The PRC subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares withrelevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If the employees fail to pay orthe PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposedby the tax authorities or other PRC government authorities. These registrations and filings are a matter of foreign exchange control and tax procedureand the grant of share incentive awards to employees is not subject to the government’s discretionary approval. Compliance with PRC regulations onemployee incentive plans has not had, and we believe will not in the future have, any material adverse effect on the implementation of our 2012 Planand 2014 Plan. C.Organizational StructureThe following diagram illustrates our corporate structure, including our subsidiaries, consolidated affiliated entity and its subsidiaries as of thedate of this annual report. 58Table of Contents Notes: (1)We exercise effective control over Beijing Momo through contractual arrangements among Beijing Momo IT, Beijing Momo and Messrs. YanTang, Yong Li, Xiaoliang Lei and Zhiwei Li, each of whom holds 72.0%, 16.0%, 6.4% and 5.6% of the equity interest in Beijing Momo,respectively. Except for Zhiwei Li, the shareholders of Beijing Momo are our shareholders, directors or officers.(2)Ningbo Hongyi Equity Investment L.P. is a limited partnership organized in September 2015. We invested in it and became a limited partnerstarting from February 2018.(3)We exercise effective control over Tantan Culture through contractual arrangements among Tantan Technology (Beijing) Co., Ltd., or TantanTechnology, Tantan Culture and Beijing Momo.(4)We exercise effective control over Hainan Miaoka through contractual arrangements among Beijing Yiliulinger, Hainan Miaoka and Messrs.Xiaoliang Lei and Li Wang, each of whom holds 50% and 50% of the equity interest in Hainan Miaoka, respectively. The shareholders of HainanMiaoka are our shareholders, directors or officers. 59Table of Contents(5)We exercise effective control over Hainan Yilingliuer, through contractual arrangements among Beijing Yiliulinger, Hainan Yilingliuer andMessrs. Xiaoliang Lei and Li Wang, each of whom holds 50% and 50% of the equity interest in Hainan Yilingliuer, respectively. Theshareholders of Hainan Yilingliuer are our shareholders, directors or officers.(6)We exercise effective control over Beijing Fancy Reader through contractual arrangements among Beijing Momo IT, Beijing Fancy Reader andMr. Taizhong Wang, who holds 100% of the equity interest in Beijing Fancy Reader.(7)QOOL Media (Tianjin) Co., Ltd. was established in November 2016. We exercise effective control over Tianjin QOOL Media through contractualarrangements among Tianjin QOOL Media, QOOL Media Technology (Tianjin) Co., Ltd., and Tianjin Mingqiao Media Partnership (LimitedPartner), or Tianjin Mingqiao, each of which holds 70% and 30% of the equity interest in Tianjin QOOL Media, respectively, and Mr. Chen Fengand Mr. Ridan Da, who are two partners of Tianjin Mingqiao. One of the shareholders of Tianjin QOOL Media, namely QOOL Media Technology(Tianjin) Co., Ltd., is a subsidiary of ours.Contractual Arrangements with Our Consolidated Affiliated Entities and Their Respective ShareholdersPRC laws and regulations place certain restrictions on foreign investment in and ownership of internet-based businesses. Accordingly, weconduct our operations in China principally through Beijing Momo and its subsidiaries, Tantan Culture, Hainan Miaoka, Hainan Yilingliuer, BeijingFancy Reader and Tianjin QOOL Media. Beijing Momo IT entered into contractual arrangements with Beijing Momo, Beijing Fancy Reader and theirrespective shareholders. Beijing Yiliulinger, a wholly owned subsidiary of Beijing Momo IT, entered into contractual arrangements with HainanMiaoka, Hainan Yilingliuer and their respective shareholders. QOOL Media Technology (Tianjin) Co., Ltd. entered into contractual arrangements withTianjin QOOL Media and its shareholders. Tantan Technology entered into contractual arrangements with Tantan Culture and its shareholder. BeijingMomo, Tantan Culture, Hainan Miaoka, Hainan Yilingliuer, Beijing Fancy Reader and Tianjin QOOL Media are all of our consolidated affiliatedentities.The contractual arrangements allow us to: • exercise effective control over our consolidated affiliated entities; • receive substantially all of the economic benefits of our consolidated affiliated entities; and • have an option to purchase all or part of the equity interests in our consolidated affiliated entities when and to the extent permitted by PRClaw.As a result of these contractual arrangements, we are the primary beneficiary of our consolidated affiliated entities and their subsidiaries, and,therefore, have consolidated the financial results of our consolidated affiliated entities and their subsidiaries in our consolidated financial statements inaccordance with U.S. GAAP.The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Beijing Momo IT,Beijing Momo and the shareholders of Beijing Momo. We also entered into contractual arrangements with Tantan Culture, Hainan Miaoka, HainanYilingliuer, Beijing Fancy Reader and Tianjin QOOL Media. The contractual arrangements entered into by our other PRC subsidiaries with our otherconsolidated affiliated entities and their respective shareholders contain substantially the same terms as described below.Business operation agreement. Under the business operation agreement entered into among Beijing Momo IT, Beijing Momo and theshareholders of Beijing Momo on April 18, 2012, as supplemented on June 9, 2014, the shareholders of Beijing Momo agreed that Beijing Momowould not enter into any transaction that could materially or adversely affect its assets, business, interests or operations without prior written consentfrom Beijing Momo IT, including conducting business beyond the usual and normal scope, entering into any loan or other debtor-creditor relationshipwith third party, selling or disposing of assets or rights, including intellectual property rights, and creating guarantees or any other security on any ofits assets or intellectual property rights in favor of a third party. In addition, the shareholders of Beijing Momo agreed to vote for or appoint nomineesdesignated by Beijing Momo IT to serve as Beijing Momo’s directors, chairman, general managers, financial controllers and other senior managers.Furthermore, Beijing Momo’s shareholders agreed to accept and implement proposals set forth by Beijing Momo IT regarding employment, day-to-daybusiness operations and financial management. Beijing Momo IT is entitled to any dividends or other interests declared by Beijing Momo and theshareholders of Beijing Momo have agreed to promptly transfer such dividends or other interests to Beijing Momo IT. These agreements have an initialterm of ten years from the date of execution, and may be extended at the discretion of Beijing Momo IT. Beijing Momo IT may terminate thisagreement at any time by giving a prior written notice to Beijing Momo and its shareholders. Neither Beijing Momo nor its shareholders may terminatethis agreement. 60Table of ContentsExclusive call option agreements. Under the exclusive call option agreements between Beijing Momo IT, Beijing Momo and each of theshareholders of Beijing Momo entered into on April 18, 2012, and amended and restated on April 18, 2014, each of the shareholders of Beijing Momoirrevocably granted Beijing Momo IT an exclusive option to purchase, to the extent permitted under PRC law, all or part of their equity interests inBeijing Momo for a nominal price of RMB10 or the lowest price permitted under PRC law. In addition, Beijing Momo irrevocably granted BeijingMomo IT an exclusive and irrevocable option to purchase any or all of the assets owned by Beijing Momo at the lowest price permitted under PRClaw. Without Beijing Momo IT’s prior written consent, Beijing Momo and its shareholders will not sell, transfer, mortgage or otherwise dispose ofBeijing Momo’s material assets, legal or beneficial interests or revenues of more than RMB500,000, or allow an encumbrance on any interest inBeijing Momo. These agreements will remain effective until all equity interests held in Beijing Momo by its shareholders are transferred or assigned toBeijing Momo IT.Equity interest pledge agreements. Under the equity interest pledge agreements between Beijing Momo IT, Beijing Momo and the shareholdersof Beijing Momo entered into on April 18, 2012, and amended and restated on April 18, 2014, the shareholders of Beijing Momo pledged all of theirequity interests in Beijing Momo (including any equity interest subsequently acquired) to Beijing Momo IT to guarantee the performance by BeijingMomo and its shareholders of their respective obligations under the contractual arrangements, including the payments due to Beijing Momo IT forservices provided. If Beijing Momo or any of its shareholders breach their obligations under these contractual arrangements, Beijing Momo IT, as thepledgee, will be entitled to certain rights and remedies, including priority in receiving the proceeds from the auction or disposal of the pledged equityinterests in Beijing Momo. Beijing Momo IT has the right to receive dividends generated by the pledged equity interests during the term of the pledge.The pledge becomes effective on the date when the pledge of equity interests contemplated under the agreement is registered with the relevant localadministration for industry and commerce and will remain binding until Beijing Momo and its shareholders discharge all their obligations under thecontractual arrangements. We have registered the equity interest pledge agreements with Chaoyang Branch of Beijing Administration for Industry andCommerce in Beijing.Powers of attorney. Pursuant to the powers of attorney entered into on April 18, 2012 and amended and restated on April 18, 2014, eachshareholder of Beijing Momo irrevocably appointed Beijing Momo IT as their attorney-in-fact to act for all matters pertaining to Beijing Momo and toexercise all of their rights as shareholders of Beijing Momo, including attending shareholders’ meetings and designating and appointing legalrepresentatives, directors and senior management members of Beijing Momo. Beijing Momo IT may authorize or assign its rights under thisappointment to any other person or entity at its sole discretion without prior notice to or prior consent from the shareholders of Beijing Momo. Eachpower of attorney remains in force until the shareholder ceases to hold any equity interest in Beijing Momo.Spousal consent letters. Under the spousal consent letters, each spouse of the married shareholders of Beijing Momo unconditionally andirrevocably agreed that the equity interest in Beijing Momo held by and registered in the name of their spouse will be disposed of pursuant to theequity interest pledge agreement, the exclusive call option agreement, and the power of attorney. Each spouse agreed not to assert any rights over theequity interest in Beijing Momo held by their spouse. In addition, in the event that the spouses obtain any equity interest in Beijing Momo held bytheir spouse for any reason, they agreed to be bound by the contractual arrangements.Exclusive cooperation agreements. Beijing Momo IT entered into an exclusive cooperation agreement and a supplemental agreement withBeijing Momo and Chengdu Momo, respectively, on August 31, 2014 to supersede the exclusive technology consulting and management servicesagreement signed in April 2012 between Beijing Momo IT and Beijing Momo. In May 2016 and December 2017, Beijing Momo IT entered into anexclusive cooperation agreement and a supplemental agreement with Tianjin Heer and Loudi Momo, respectively. Pursuant to the aforesaid exclusivecooperation agreements, each as amended, Beijing Momo IT has the exclusive right to provide, among other things, licenses, copyrights, technical andnon-technical services to Beijing Momo, Chengdu Momo, Tianjin Heer and Loudi Momo and receive service fees and license fees as consideration.Beijing Momo, Chengdu Momo, Tianjin Heer and Loudi Momo will maintain a pre-determined level of operating profit and remit any excessoperating profit to Beijing Momo IT as consideration for the licenses, copyrights, technical and non-technical services provided by Beijing Momo IT.Each agreement has an initial term of ten years from the date of execution, and may be extended at the sole discretion of Beijing Momo IT. BeijingMomo IT may terminate the agreement at any time with a 30-day notice to Beijing Momo, Chengdu Momo, Tianjin Heer and Loudi Momo, asapplicable, but Beijing Momo, Chengdu Momo, Tianjin Heer and Loudi Momo may not terminate the agreement. 61Table of ContentsIn the opinion of Han Kun Law Offices, our PRC counsel: • the ownership structures of Beijing Momo IT and Beijing Momo will not result in any violation of PRC laws or regulations currently ineffect; and • the contractual arrangements among Beijing Momo IT, Beijing Momo and the shareholders of Beijing Momo governed by PRC law arevalid, binding and enforceable, and do not and will not result in any violation of PRC laws or regulations currently in effect.However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC counsel. If the PRCgovernment finds that the agreements that establish the structure for operating our business do not comply with PRC government restrictions onforeign investment in our businesses, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3. KeyInformation—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structurefor operating our businesses in China do not comply with PRC regulations on foreign investment in internet and other related businesses, or if theseregulations or their interpretation change in the future, we could be subject to severe penalties or be forced to relinquish our interests in thoseoperations,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation andenforcement of PRC laws and regulations could limit the legal protections available to you and us.”Beijing Momo IT also entered into an exclusive cooperation agreement and a supplemental agreement with Chengdu Momo, Tianjin Heer andLoudi Momo on August 31, 2014, May 1, 2016 and December 1, 2017, respectively, which agreements are substantially similar to the ones enteredinto between Beijing Momo IT and Beijing Momo described above. D.Property, Plant and EquipmentOur headquarters and our principal service development facilities are located in Beijing. We leased an aggregate of approximately 38,729 squaremeters of office space in Beijing, Chengdu, Tianjin, Shanghai, Guangzhou, Kuala Lumpur and San Jose as of March 31, 2019. These leases vary induration from seven months to five years.The servers that we use to provide our services are primarily maintained at various third-party internet data centers in Beijing. Item 4A.Unresolved Staff CommentsNone. Item 5.Operating and Financial Review and ProspectsThe following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, ouraudited consolidated financial statements and the related notes included in this annual report on Form 20-F. This report contains forward-lookingstatements. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under thecaption “Item 3. Key Information—D. Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financialperformance are subject to substantial risks and uncertainties. 62Table of ContentsA.Operating ResultsMajor Factors Affecting Our Results of OperationsUser Growth. Our revenues are driven by the number of our paying users for the various services we offer to users, including live video service,value-added service, online games and other services. For 2018, we generated our revenues primarily from live video service, value-added service,mobile marketing and mobile games. The number of paying users for our live video service and value-added services on Momo application, withoutdouble counting the overlap, increased from 8.0 million in 2016 to 13.7 million in 2017 and further to 17.7 million in 2018. The number of payingusers on Tantan application was 4.1 million from June 2018 to December 2018. The number of our paying users is affected by the growth in our activeuser base, our ability to convert a greater portion of our users into paying users, and strategies we pursue to achieve active user growth at reasonablecosts and expenses.Momo MAUs increased from 81.1 million in December 2016 to 99.1 million in December 2017 and further to 113.3 million in December 2018.User Engagement. Changes in user engagement could affect our revenues and financial results. Active user engagement powered by diversefunctionalities and rich contents is essential for our ability to generate revenues from the various services we offer to users, including our live videobusiness, value-added service, among others.Monetization. We started monetization in the second half of 2013 by introducing mobile games and membership services to our users, and we arecontinuing to refine the ways to monetize our service offerings without adversely affecting user experience. In 2015, we started to offer premiummembership services, in-feed marketing solutions and live video service and in the fourth quarter of 2016, we launched a virtual gift service whichallows our users to purchase and send virtual gifts to other users outside of live video service, which all contributed to our revenue growth. In 2018, weproduced a television program. Our live video service currently contributes to the largest share of our revenues, generating 79.9% of our net revenuesin 2018. For mobile games, we started to scale back from licensed mobile game services and instead focus on self-developed games in early 2017 inorder to better align the games offered on our platform with the positioning and strength of Momo as a location-based social platform. Our futurerevenue growth will be affected by our ability to effectively execute our monetization strategies.Investment in Technology Infrastructure and Talent. Our technology infrastructure is critical for us to retain and attract users, customers andplatform partners. We must continue to upgrade and expand our technology infrastructure to keep pace with the growth of our business, to develop newfeatures and services for our platform and to further enhance our big data analytical capabilities.Our employee headcount has increased significantly as our business has grown and we expect this trend to continue for the foreseeable future.The number of our employees increased from 924 as of December 31, 2016 to 1,244 as of December 31, 2017 and further to 2,147 as of December 31,2018. There is strong demand in China’s internet industry for talented and experienced personnel from fast-growing, large-scale social networkingplatforms. We must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including share-basedcompensation expenses.TaxationCayman IslandsWe are registered by way of continuation into the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income orcapital gains tax in the Cayman Islands. In addition, our payment of dividends to our shareholders, if any, is not subject to withholding tax in theCayman Islands.British Virgin IslandsOur subsidiaries incorporated in the British Virgin Islands are tax-exempted companies. 63Table of ContentsUnited StatesOur subsidiaries incorporated in the United States are subject to state income tax and federal income tax. In December 2017, the U.S. governmentenacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act makes broad and complexchanges to the U.S. tax code including, but not limited to, (i) reducing the U.S. federal corporate tax rate, (ii) requiring a one-time transition tax oncertain un-repatriated earnings of foreign subsidiaries that are payable over eight years, and (iii) bonus depreciation that will allow for full expensing ofqualified property. The impact of the Tax Act is not material to our operation and resulted in a decrease in income tax rate from 35% before January 1,2018 to 21% after January 1, 2018 for tax and income earned as determined in accordance with the relevant tax rules and regulations. As our U.S.subsidiaries did not have any taxable income, no income tax expense was provided for in the year ended December 31, 2018.Hong KongOur subsidiaries domiciled in Hong Kong are subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively sinceApril 1, 2018. The first 2 million Hong Kong dollars of profits earned by the company are subject to be taxed at an income tax rate of 8.25%, while theremaining profits will continue to be taxed at the existing tax rate, 16.5%. In 2016, 2017 and 2018, no provision for Hong Kong tax was made in ourconsolidated financial statements, as our Hong Kong subsidiaries had not generated any assessable income.People’s Republic of ChinaPursuant to the EIT Law, which became effective on January 1, 2008, foreign-invested enterprises and domestic companies are subject toenterprise income tax at a uniform rate of 25%. In August 2014, Beijing Momo IT was qualified as a software enterprise. As such, Beijing Momo IT willbe exempt from income taxes for two years beginning in its first profitable year (i.e. 2015 and 2016) followed by a tax rate of 12.5% for the succeedingthree years (i.e. from 2017 to 2019). Chengdu Momo was qualified as a Western China Development Enterprise and the income tax rate was 15% in2015, 2016 and 2017. According to No. 23 announcement of the State Administration of Taxation of PRC in April 2018, Chengdu Momo was nolonger required to submit the preferential tax rate application to the tax authority, but only required to keep the relevant materials for future taxinspection instead. Based on the historically experience, we believe Chengdu Momo will most likely continue to be qualified as a Western ChinaDevelopment Enterprise and accordingly be entitled to a preferential income tax rate of 15%. Therefore, we applied 15% to determine the tax liabilitiesfor Chengdu Momo in the year ended December 31, 2018. Santi Cloud Union was qualified as a high and new technology enterprise in 2018, and wastherefore subject to a preferential enterprise income tax rate of 15% from 2018 through 2020. The other entities incorporated in the PRC were subjectto an enterprise income tax at a rate of 25%.We have recognized income tax expense of RMB34.6 million, RMB445.0 million and RMB699.6 million for the years ended December 31,2016, 2017 and 2018, respectively.Effective January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation launched a Business Tax to Value-Added TaxTransformation Pilot Program, or the VAT Pilot Program, which imposes VAT in lieu of business tax for certain “modern service industries” in certainregions and eventually expands to nation-wide in 2013. According to the implementation circulars released by the Ministry of Finance and the StateAdministration of Taxation on the VAT Pilot Program, the “modern service industries” include research, development and technology services,information technology services, cultural innovation services, logistics support, lease of corporeal properties, attestation and consulting services.Effective from May 1, 2016, PRC tax authorities collect VAT in lieu of business tax in all regions and industries. All of our entities were subject toVAT at rate of 6% for services provided and 17% for goods sold which are not listed in Article 2 Sub-article 2 of the Provisional Regulations on ValueAdded Tax of the PRC as of December 31, 2018. With the imposition of VAT in lieu of business tax, our revenues are subject to VAT payable on goodssold or taxable services provided by a general VAT taxpayer for a taxable period, which is the net balance of the output VAT for the period aftercrediting the input VAT for the period. Hence, the amount of VAT payable does not result directly from output VAT generated from goods sold ortaxable services provided. In addition, according to the prevailing PRC tax regulations, the input VAT caused by purchasing goods or services can becredited against output VAT by general taxpayer when calculating VAT payable, provided that the general taxpayer obtained and verified the relevantVAT special invoices corresponding to the cost or expenditures within a defined time period. All of our entities have obtained the VAT specialinvoices as the deduction vouchers, and therefore, we have adopted the net presentation of VAT. 64Table of ContentsPursuant to applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities.We may be subject to adverse tax consequences and our consolidated results of operations may be adversely affected if the PRC tax authorities determine that the contractualarrangements among our PRC subsidiary, Beijing Momo and its shareholders or its subsidiaries are not on an arm’s length basis and therefore constitute favorable transferpricing. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Contractual arrangements we have entered into with our consolidatedaffiliated entities may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes could significantly reduce our consolidated net income and thevalue of your investment.”Reorganization of Operating SegmentsIn 2018, we reorganized our operating segments from a single operating segment into three operating segments, namely Momo’ service lines, Tantan’s service lines andQOOL’s service line. The change in operating segments reflects our acquisition of Tantan and QOOL’s new entertainment business. Our chief operating decision makerassesses the performance of our company and makes decisions in respect of the allocation of our resources by analyzing the operating results of these operating segmentsseparately. Prior to our acquisition of Tantan, Tantan’s financial information was not consolidated to ours. Therefore, Tantan’s service lines did not have comparablefinancial information in 2016 and 2017. QOOL started its entertainment business such as the TV content production in 2018, so its comparable financial information in 2016and 2017 accounted insignificant portion to our consolidated financial statements.Results of OperationsThe following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts and as percentages of our total netrevenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results ofoperations in any period are not necessarily indicative of the results that may be expected for any future period. Year Ended December 31, 2016 2017 2018 RMB % RMB % RMB % (in thousands, except for percentages) Net revenues 3,707,358 100.0 8,886,390 100.0 13,408,421 100.0 Live video service 2,534,604 68.4 7,429,906 83.6 10,709,491 79.9 Value-added service 449,781 12.1 695,798 7.8 1,883,150 14.0 Mobile marketing services 441,644 11.9 514,279 5.8 500,321 3.7 Mobile games 236,238 6.4 241,388 2.7 130,392 1.0 Other services 45,091 1.2 5,019 0.1 185,067 1.4 Cost and expenses Cost of revenues (1,619,327) (43.7) (4,373,377) (49.2) (7,182,897) (53.6) Research and development expenses (208,647) (5.6) (346,144) (3.9) (760,644) (5.7) Sales and marketing expenses (647,238) (17.5) (1,467,376) (16.5) (1,812,262) (13.5) General and administrative expenses (259,712) (7.0) (422,005) (4.7) (640,023) (4.8) Total cost and expenses (2,734,924) (73.8) (6,608,902) (74.3) (10,395,826) (77.6) Other operating income 2,659 0.1 156,764 1.8 253,697 1.9 Income from operations 975,093 26.3 2,434,252 27.4 3,266,292 24.4 Interest income 54,603 1.5 145,568 1.6 272,946 2.0 Interest expense — — — — (56,503) (0.4) Impairment loss on long-term investments (39,283) (1.1) (30,085) (0.3) (43,200) (0.3) Income before income tax and share of income on equity method investments 990,413 26.7 2,549,735 28.7 3,439,535 25.7 Income tax expense (34,638) (0.9) (445,001) (5.0) (699,648) (5.2) Income before share of income on equity method investments 955,775 25.8 2,104,734 23.7 2,739,887 20.4 Share of income on equity method investments 23,194 0.6 39,729 0.4 48,660 0.4 Net income 978,969 26.4 2,144,463 24.1 2,788,547 20.9 Comparison of the Years Ended December 31, 2016, 2017 and 2018Net revenuesWe currently generate revenues primarily from live video service, value-added service, mobile marketing services, mobile games, and other services. Revenues fromlive video service, value-added service and other services are presented net of value-added taxes and surcharges. Mobile marketing services are presented net of agencyrebates, value-added taxes and surcharges. Mobile games revenues include revenues generated from mobile games developed by third-party game developers and from self-developed mobile games. Mobile games revenues generated by third-party game developers are presented net of revenue sharing with game developers, commission feesmade to third-party application stores and other payment channels, value-added taxes and surcharges. Mobile games revenues derived from self-developed games arerecorded on a gross basis. Net revenues increased from RMB3,707.4 million in 2016 to RMB8,886.4 million in 2017, and further to RMB13,408.4 million (US$1,950.2million) in 2018, primarily driven by the significant increase in net revenues from live video service and value-added service. 65Table of ContentsLive video serviceWe started to offer live video services on our Momo platform in September 2015. We generate revenues when users purchase and send in-showvirtual items to broadcasters. Initially, the service adopted an online live concert format whereby we invited certain talented performers to put on livemusic shows in a professional studio environment. Such shows were broadcasted live in one to four sessions on a daily basis and at pre-announcedtimes. In the fourth quarter of 2015, we opened more live channels in order to enable more performers to put on talent shows to entertain and interactwith their audience. Until April 2016, we only offered the service to a limited number of talented performers pre-selected carefully by us. In April 2016,we opened up the service to all the users of our platform so that each one of them can become a broadcaster if they wish. Our live video servicerevenues further increased from RMB2,534.6 million in 2016 to RMB7,429.9 million in 2017 and RMB10,709.5 million (US$1,557.6 million) in2018, primarily due to the increase in paying users and the increase in the average revenues per paying user resulting from our continued effort toenhance content attractiveness, optimize product features, improve user experience, and introduce interactive streaming channels to grow our user baseand develop their willingness to pay for live video service.Value-added serviceValue-added service primarily comprises membership subscription and virtual gift service. Both Momo and Tantan users can become membersby paying membership fees per contract period, which ranges from one month to one year. Both Momo and Tantan members are entitled to additionalfunctionalities and privileges on Momo and Tantan mobile applications, respectively. We started to offer virtual gift service on Momo platform in thefourth quarter of 2016 to enhance users’ interaction and social networking with each other. We start to report revenues from membership subscriptionand virtual gift services together as value-added services since 2016.2018 compared to 2017. Revenues from our value-added service increased 170.6% to RMB1,883.2 million (US$273.9 million) in 2018 fromRMB695.8 million in 2017, primarily attributable to the continuous growth of the virtual gift business on Momo mobile application driven by morepaying social scenarios introduced to enhance the social experience of Momo users, and to a lesser extent, the contribution of Tantan’s membershipsubscription revenue consolidated since June 2018.2017 compared to 2016. Revenues from our value-added service increased 54.7% to RMB695.8 million in 2017 from RMB449.8 million in2016, primarily due to the increase in the number of paying users as we offered virtual gift service to enrich communication experience among users.Mobile marketing servicesOur mobile marketing services currently include in-feed marketing solutions powered by a proprietary self-serve advertising system, brand-oriented display ads, and advertising services provided through third-party partnerships.2018 compared to 2017. Mobile marketing services revenues decreased 2.7% to RMB500.3 million (US$72.8 million) in 2018 fromRMB514.3 million in 2017, primarily due to the decrease of our advertising and marketing customer demands.2017 compared to 2016. Mobile marketing services revenues increased 16.4% to RMB514.3 million in 2017 from RMB441.6 million in 2016,primarily due to an increase in revenues from our brand-oriented display ads as a result of better sell-through of our existing advertisement inventoriesas we provided new ad format and marketing solutions to our clients.Mobile gamesAs of December 31, 2018, we had three types of mobile game services, namely non-exclusive licensed mobile game services, exclusive licensedmobile game services and self-developed mobile game services. We offer our mobile game platform for mobile games developed by third-party gamedevelopers non-exclusively or exclusively, and we share user payments with such game developers. In addition to licensed mobile games, we alsooperate self-developed mobile games on our mobile game platform. As of December 31, 2018, we operated nine non-exclusive licensed games, twoexclusive licensed games and four self-developed games. We expect the number of games operated on our platform to fluctuate quarter by quarter. Ourrevenues from mobile games depend on the number of paying users, which ultimately is determined by our ability to select and offer engaging gamestailored to our platform and our user profiles. 66Table of Contents2018 compared to 2017. Our mobile games revenues decreased 46.0% to RMB130.4 million (US$19.0 million) in 2018 from RMB241.4 millionin 2017, primarily due to the decrease in our paying users.2017 compared to 2016. Our mobile games revenues slightly increased 2.2% to RMB241.4 million in 2017 from RMB236.2 million in 2016,primarily due to an increase in revenue from a new self-developed game which we launched in the second quarter of 2016 and for which we recognizedrevenue on a gross basis, partially offset by a decrease in paying users and revenue from other existing licensed games as we have recently started toscale back from licensed mobile game services and instead focus on self-developed games.Other servicesOur other services include television content production service, paid emoticons, gift mall sales and certain quasi-lucky draw game service. Weceased to provide gift mall services and paid emoticons in November 2016 and the quasi-lucky draw game service in January 2017, due to theadjustment of our strategic priorities.2018 compared to 2017. Other services revenues increased to RMB185.1 million (US$26.9 million) in 2018 from RMB5.0 million in 2017,primarily attributable to revenues of RMB169.6 million (US$24.7 million) generated from advertisement revenue sharing upon broadcasting of oneproduced television program.2017 compared to 2016. Other services revenues decreased 88.9% to RMB5.0 million in 2017 from RMB45.1 million in 2016, primarily due tothe winding down of the quasi-lucky draw game service and paid emoticons services in 2017.Cost and expensesCost of revenuesCost of revenues consists primarily of costs associated with the operation and maintenance of our platform, including revenue sharing,production costs in connection with television content, commission fees, bandwidth costs, labor costs, depreciation and other costs.Revenue sharing primarily includes payments to broadcasters and talent agencies for our live video service, virtual gift recipients for our virtualgift service, and self-developed mobile game subcontractors. Commission fees are payments made to third-party application stores and other paymentchannels for distributing our live video service, value-added service, self-developed mobile games and our mobile marketing services. Users can makepayments for such services through third-party application stores and other payment channels. These third-party application stores and other paymentchannels typically charge a handling fee for their services. Bandwidth costs, including internet data center and content delivery network fees, consistof fees that we pay to telecommunication carriers and other service providers for telecommunication services, hosting our servers at their internet datacenters, and providing content and application delivery services. Labor costs consist of salaries and benefits, including share-based compensationexpenses, for our employees involved in the operation of our platform. Depreciation mainly consists of depreciation cost on our servers, computers andother equipment. Other costs mainly consist of production costs in connection with our television content. We expect our cost of revenues to increasein the future as we continue to expand our services, as well as to enhance the capability and reliability of our infrastructure to support user growth andincreased activity on our platform.The following table sets forth the components of our cost of revenues by amounts and percentages of our total cost of revenues for the periodspresented: Year Ended December 31, 2016 2017 2018 RMB % RMB % RMB % (in thousands, except for percentages) Cost of revenues: Revenue sharing 1,168,384 72.2 3,523,281 80.6 5,701,563 79.4 Production cost in connection with television content — — — — 429,215 6.0 Bandwidth costs 115,645 7.1 235,813 5.4 303,507 4.2 Commission fees 144,577 8.9 309,767 7.1 278,528 3.9 Labor costs 70,106 4.3 109,042 2.5 176,461 2.5 Depreciation and amortization 39,411 2.4 59,548 1.4 140,621 2.0 Other costs 81,204 5.1 135,926 3.0 153,002 2.0 Total cost of revenues 1,619,327 100.0 4,373,377 100.0 7,182,897 100.0 67Table of Contents2018 compared to 2017. Our cost of revenues increased from RMB4,373.4 million in 2017 to RMB7,182.9 million (US$1,044.7 million) in2018. The increase was primarily due to a RMB2,178.3 million increase in revenue sharing from an increase in live video service revenue and virtualgift service revenue, a RMB429.2 million increase in the production costs in connection with television content, a RMB81.1 million increase indepreciation and amortization costs, a RMB67.7 million increase in bandwidth costs due to a larger scale of live video services, value-added services,social games as well as other video- and audio-based interactive functions, a RMB67.4 million increase in labor costs resulting from an increase in thenumber of employees involved in the operations of our Momo and Tantan platforms, partially offset by a RMB31.2 million decrease in commissionfees paid to payment channels due to the decreased average commission rate charged by those channels.2017 compared to 2016. Our cost of revenues increased from RMB1,619.3 million in 2016 to RMB4,373.4 million in 2017, primarily due to aRMB2,354.9 million increase in revenue sharing resulting from an increase in live video service revenue and virtual gift service revenue, aRMB165.2 million increase in commission fees resulting from an increase in fees to payment channels due to a higher volume of cash collectionthrough such channels, a RMB120.1 million increase in bandwidth costs due to larger scale of live video service, short video services, social games aswell as other video- and audio-based interactive functions, a RMB38.9 million increase in labor costs resulting from an increase in the number ofemployees involved in the operation of our platform and a RMB20.1 million increase in depreciation and amortization costs, which were driven byadditional services and functions introduced on the Momo platform.Research and development expensesResearch and development expenses consist primarily of salaries and benefits, including share-based compensation expenses, for research anddevelopment personnel and rental expenses associated with research and development activities. Expenditures incurred during the research phase areexpensed as incurred. We expect our research and development expenses to increase as we expand our research and development team to develop newfeatures and services for our platform and to further enhance our big data analytical capabilities.2018 compared to 2017. Our research and development expenses increased by 119.7% from RMB346.1 million in 2017 to RMB760.6 million(US$110.6 million) in 2018. This increase was primarily due to a RMB361.3 million increase in salaries and benefits for research and developmentpersonnel. Our research and development headcount increased from 552 as of December 31, 2017 to 1,172 as of December 31, 2018.2017 compared to 2016. Our research and development expenses increased by 65.9% from RMB208.6 million in 2016 to RMB346.1 million in2017. This increase was primarily due to a RMB125.5 million increase in salaries and benefits for research and development personnel. Our researchand development headcount increased from 367 as of December 31, 2016 to 552 as of December 31, 2017.Sales and marketing expensesSales and marketing expenses consist primarily of general marketing and promotional expenses, as well as salaries and benefits, including share-based compensation expenses, for our sales and marketing personnel. We expect our sales and marketing expenses to increase as we plan to enhanceour brand awareness, attract new users and promote our new services.2018 compared to 2017. Our sales and marketing expenses increased by 23.5% from RMB1,467.4 million in 2017 to RMB1,812.3 million(US$263.6 million) in 2018, primarily due to a RMB200.1 million increased marketing and promotional expenses to attract users and promote our livevideo services, a RMB91.5 million increase in salaries and other benefits for our sales and marketing personnel, and a RMB39.6 million increase inamortization expenses related to intangible assets from business acquisitions.2017 compared to 2016. Our sales and marketing expenses increased by 126.7% from RMB647.2 million in 2016 to RMB1,467.4 million in2017, primarily due to a RMB668.5 million increased expenses as we stepped up marketing efforts to enhance our brand awareness, attract users andpromote our live video service and a RMB91.5 million increase in salaries and other benefits for our sales and marketing personnel. 68Table of ContentsGeneral and administrative expensesGeneral and administrative expenses consist primarily of salaries and other benefits, including share-based compensation expense, professionalfees and rental expenses. We expect our general and administrative expenses to increase as our business grows.2018 compared to 2017. Our general and administrative expenses increased from RMB422.0 million in 2017 to RMB640.0 million (US$93.1million) in 2018. This increase was primarily due to an increase in personnel related costs, including share-based compensation expenses as a result ofour rapidly expanding talent pool.2017 compared to 2016. Our general and administrative expenses increased from RMB259.7 million in 2016 to RMB422.0 million in 2017.This increase was primarily due to the increase in personnel related salaries and other benefits, including share-based compensation expenses, as aresult of our rapidly expanding talent pool and the increase of auditing and other professional service expenses.Net income2018 compared to 2017. Primarily as a result of the foregoing, our net income increased from RMB2,144.5 million in 2017 toRMB2,788.5 million (US$405.6 million) in 2018.2017 compared to 2016. Primarily as a result of the foregoing, our net income increased from RMB979.0 million in 2016 to RMB2,144.5 millionin 2017.Segment RevenuesThe following table sets forth our revenues by segment and year-over-year change rate for the periods indicated: Year ended December 31, 2016 2017 2018 RMB RMB YoY% RMB US$ YoY% (in thousands, except percentages) Revenues: Momo 3,707,358 8,884,823 140 12,812,421 1,863,489 44 Tantan — — — 417,998 60,795 N/A QOOL — 1,567 N/A 178,002 25,889 11,259 Momo. Momo revenues increased from RMB3,707.4 million in 2016 to RMB8,884.8 million in 2017, and further to RMB12,812.4 million(US$1,863.5 million) in 2018, primarily driven by the significant increase in net revenues from live video service and value-added service.Tantan. Tantan revenues was RMB418.0 million (US$60.8 million) in 2018, which mainly included value -added service revenue. After ouracquisition of Tantan, we consolidated its financial information into ours.QOOL. QOOL revenues increased from nil in 2016 to RMB1.6 million in 2017, and further to RMB178.0 million (US$25.9 million) in 2018.This increase was mainly attributable to revenues generated from advertisement revenue sharing upon broadcasting of one produced televisionprogram in 2018.Segment Operating Costs and ExpensesThe following table sets forth our operating costs and expenses by segment and year-over-year change rate for the periods indicated: Year ended December 31, 2016 2017 2018 RMB RMB YoY% RMB US$ YoY% (in thousands, except percentages) Operating Costs and Expenses: Momo 2,734,924 6,595,045 141 8,928,568 1,298,606 35 Tantan — — — 963,486 140,133 N/A QOOL — 13,857 N/A 503,772 73,271 3,536 69Table of ContentsMomo. Operating costs and expenses of Momo mainly consist of revenue sharing, salaries and benefits, marketing and promotion expenses,bandwidth costs, professional fees and commission fees.Cost of revenues. The cost of revenues of Momo in 2018 were RMB6,573.0 million (US$956.0 million) representing a 50% year over yearincrease, primarily due to an increase in revenue sharing from an increase in live video service revenue and virtual gift service revenue, an increase inlabor costs resulting from an increase in the number of employees, an increase in bandwidth costs due to a larger scale of live video services, value-added services, social games as well as other video- and audio-based interactive functions, partially offset by a decrease in commission fees paid topayment channels due to decreased average commission rate charged by those channels.Research and development expense. The research and development expenses of Momo increased by 77% from RMB346.1 million in 2017 toRMB614.1 million (US$89.3 million) in 2018, primarily due to an increase in salaries and benefits for research and development personnel.Sales and marketing expenses. The sales and marketing expenses of Momo decreased by 13% from RMB1,457.7 million in 2017 to RMB1,269.5million (US$ 184.6 million ) in 2018, primarily due to saving in marketing and promotional expenses.General and administrative expense. The general and administrative expenses of Momo increased by 13% from RMB417.9 million in 2017 toRMB472.0 million (US$68.7 million) in 2018, primarily due to an increase in personnel related costs, including share-based compensation expenses asa result of our rapidly expanding talent pool.Operating costs and expenses of Momo were RMB6,595.0 million in 2017, compared to RMB2,734.9 million in 2016. The increase wasprimarily due to increases in revenue sharing, marketing and promotion expenses, salaries and benefits, commission fees and bandwidth costs.Tantan. Operating costs and expenses of Tantan mainly consist of marketing and promotion expenses, labor costs, commission fees, bandwidthcosts, depreciation and other costs.Cost of revenues. The cost of revenues of Tantan in 2018 were RMB174.9 million (US$25.4 million), which consisted primarily of costsassociated with the operation and maintenance of Tantan platform, including commission fees, bandwidth costs, depreciation and labor costs.Research and development expenses. The research and development expenses of Tantan in 2018 were RMB146.6 million (US$21.3 million),which consisted primarily of salaries and benefits for research and development personnel.Sales and marketing expenses. The sales and marketing expenses of Tantan in 2018 were RMB520.1 million (US$75.7 million), which consistedprimarily of campaigns with third parties to acquire more users and drive traffic to the app as well as salaries and benefits for sales and marketingpersonnel.General and administrative expenses. The general and administrative expenses of Tantan in 2018 were RMB121.9 million (US$17.7 million),which consisted primarily of salaries and other benefits, including share-based compensation expense and professional fees.QOOL. Operating costs and expenses of QOOL mainly consist of production costs in connection with television content, staff related costs, andmarketing and promotion expenses.Cost of revenues. The cost of revenues of QOOL in 2018 were RMB435.1 million (US$63.3 million), which consisted primarily of productioncosts in connection with our television content.Sales and marketing expenses. The sales and marketing expenses of QOOL were RMB22.6 million (US$3.3 million) in 2018, which consistedprimarily of television content-related promotional marketing expenses.General and administrative expenses. The general and administrative expenses of QOOL were RMB46.1 million (US$6.7 million) in 2018,which consisted primarily of personnel related costs. 70Table of ContentsInflationSince our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics ofChina, the year-over-year percent changes in the consumer price index for December 2016, 2017 and 2018 were increases of 2.1%, 1.8% and 1.9%,respectively. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will notbe affected in the future by higher rates of inflation in China.Critical Accounting PoliciesWe prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect our reportingof, among other things, assets and liabilities, revenues and expenses and contingent assets and liabilities. We continually evaluate these estimates andassumptions based on the most recently available information, our own historical experience and other factors that we believe to be relevant under thecircumstances. Since our financial reporting process inherently relies on the use of estimates and assumptions, our actual results could differ from whatwe expect. This is especially true with some accounting policies that require higher degrees of judgment than others in their application. We considerthe policies discussed below to be critical to an understanding of our audited consolidated financial statements because they involve the greatestreliance on our management’s judgment.Revenue RecognitionAdoption of Accounting Standard Codification, or the ASC, “Revenue from Contracts with Customers”In May 2014, the Financial Accounting Standards Board, or the FASB, issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic606), or the Topic 606, as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09).On January 1, 2018, we adopted Topic 606 by applying the modified retrospective method to contracts that were not completed as of January 1,2018. Results for the reporting periods beginning after January 1, 2018 are presented under Topic 606 while prior period amounts are not adjusted andcontinue to be reported in accordance with our historical accounting under Topic 605. The adoption of Topic 606 did not have a material impact onthe our consolidated results of operations, financial position or cash flows but resulted in additional disclosures regarding the nature, amount, timingand uncertainty of revenue and cash flows arising from contracts with customers.We principally derive our revenues from live video service, value-added service, mobile marketing services, mobile games, and other services.We recognize revenue when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration thatexpects to receive in exchange for those goods or services. We applied the five steps method outlined in Topic 606 to all revenue streams. In addition,the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.For the years ended December 31, 2016, 2017 and 2018, all the revenue for the periods was recognized from contracts with customers. Ourrevenue is reported net of discount, value added tax and surcharges. 71Table of ContentsLive video service. We principally provide live video service whereby users can enjoy live performance and interact with the broadcasters for freeduring the performance. Broadcasters can either host the performance on their own or join a talent agency. We generate revenue from sales of virtualitems to our users. We design, create and offer various virtual items for sales to users with pre-determined stand-alone selling price, which if users choseto, can be purchased and presented to the broadcasters to show their support during their live video performance. We have a recharge system for usersto purchase our virtual currency that can then be used to purchase virtual items on our platform. Users can recharge via various third-party applicationstores and other payment channels. Virtual currency is non-refundable and does not have any expiration date. Based on the turnover history of virtualcurrency, we determined that the virtual currency was often consumed soon after it was purchased and accordingly, we concluded that any breakagewould be insignificant. Unconsumed virtual currency is recorded as deferred revenue. Virtual currency used to purchase virtual items is recognized asrevenue according to the prescribed revenue recognition policies of virtual items addressed below unless otherwise stated. All virtual items are non-refundable, consumed at a point-in-time and expire in a few days after the purchase. Under arrangements entered into with broadcasters and talentagencies, we share a portion of the revenues derived from the sales of virtual items with them ("Revenue Sharing").We have evaluated and determined that we are the principal and we view the users to be our customers. Specifically, we control the virtual itemsbefore they are transferred to users. Our control is evidenced by our sole ability to monetize the virtual items before they are transferred to users, and isfurther supported by us being primarily responsible to the users for the delivery of the virtual items as well as having full discretion in establishingpricing for the virtual items. Accordingly, we report our live video service revenues on a gross basis with amounts billed to users for the virtual itemsrecorded as revenues and the Revenue Sharing paid to broadcasters and talent agencies recorded as cost of revenues. Sales proceeds are initiallyrecorded as deferred revenue and recognized as revenue based on the consumption of the virtual items. We have determined that the virtual itemsrepresent one performance obligation in the live video service. Revenue related to each of the virtual item is recognized at the point in time when thevirtual item is transferred directly to the relevant broadcasters and consumed by them. Although some virtual items have expiry dates, we consider thatthe impact of breakage for the virtual items is insignificant as historical data shows that virtual items are consumed shortly after they are released tousers and the forfeiture rate remains relatively low for the periods presented. We do not have further performance obligations to the users after thevirtual items are consumed.Users also have the right to purchase various combinations of virtual items in the live video, which are generally capable of being distinct.Specifically, we enter into certain contracts with our users where virtual item coupons are granted to users simultaneously with a purchase of a virtualitem. The virtual item coupons can be used by the users to exchange for free virtual items in the future. Such virtual item coupons typically expire afew days after being granted. We have determined that the virtual item coupons represent a material right under Topic 606 which is recognized as aseparate performance obligation at the outset of the arrangement. Judgment is required to determine the stand-alone selling price for each distinctvirtual item and virtual item coupons. We allocate the consideration to each distinct virtual item and virtual item coupon based on their relative stand-alone selling prices. In instances where stand-alone selling price is not directly observable as we do not sell the virtual items separately, we determinethe stand-alone selling price based on pricing strategies, market factors and strategic objectives. We recognize revenue for each of the distinct virtualitem in accordance with the revenue recognition method discussed above unless otherwise stated. Revenue for the virtual item coupons are recognizedwhen the virtual items purchased with the virtual item coupons are consumed. Although virtual item coupons have expiry dates, we consider that theimpact of breakage for the virtual item coupons is insignificant as historical data shows that virtual item coupons are consumed shortly after they arereleased to users and the forfeiture rate remains relatively low for the periods presented.We do not provide any right of return and do not provide any other credit or incentive to our users.Value-added Service. Value-added services revenues mainly include membership subscription revenue and virtual gift service revenue.Membership subscription is a service package which enables members to enjoy additional functions and privileges. The contract period for themembership subscription ranges from one month to one year. All membership subscription is nonrefundable. We have determined that membershipsubscription services represent one performance obligation. We collect membership subscription in advance and record it as deferred revenue. Revenueis recognized ratably over the contract period as the membership subscription services are delivered. 72Table of ContentsWe launched virtual gift service in 2016 to enhance users’ experience of interaction and social networking with each other. Users purchasevirtual items and send the virtual items to other users. We share a portion of the revenues derived from the sales of virtual items with the recipient of thevirtual item. All virtual items are nonrefundable, consumed point-in-time and expired in a few days after the purchase. Although some virtual itemshave expiry dates, we consider that the impact of breakage for the virtual items is insignificant as historical data shows that the virtual items areconsumed shortly after they are release to users, and the forfeiture rate remains relatively low for the periods presented. We collect the cash from thepurchase of virtual items and recognized the sales of virtual items when the performance obligation is satisfied. We have determined that we have onesingle performance obligation which is the display of the virtual items for the users who purchase them. Revenues derived from the sale of virtual itemsare recorded on a gross basis as we have determined that we are the principal in providing the virtual gift services for the same reasons outlined in therevenue recognition policy for the live video services. The portion paid to gift recipients is recognized as cost of revenues.Mobile marketing. We provide advertising and marketing solutions to customers for promotion of their brands and conduction of effectivemarketing activities through their mobile applications.Display-based mobile marketing servicesFor display-based online advertising services such as banners- and location-based advertising on mobile applications, we have determined thatour mobile marketing services represent one performance obligation. Accordingly, we recognize mobile marketing revenue ratably over the period thatthe advertising is provided relevant commencing on the date the relevent customer’s advertisement is displayed, or based on the number of times thatthe advertisement has been displayed for cost per thousand impressions advertising arrangements.Performance-based mobile marketing servicesWe also enable advertising customers to place links, on our mobile platform on a pay-for-effectiveness basis, which is referred to as the cost forperformance model. We charge fees to advertising customers based on the effectiveness of advertising links, which is measured by active clicks. Wehave determined that our mobile marketing services represent one performance obligation. Accordingly, we recognize mobile marketing revenue basedon sales of effective clicks. We estimated the revenues based on our internal data, which is confirmed with respective customers periodically, orrecognize the revenue based on a fixed unit price.Our revenue transactions are based on standard business terms and conditions, which are recognized net of agency rebates, if applicable.Mobile Games. We publish licensed mobile games developed by third-party game developers and our self-developed mobile games to gameplayers through our mobile application.Licensed mobile games servicesWe generate revenue from offering services of mobile games developed by third-party game developers. All of the licensed games can beaccessed and played by game players directly through our mobile game platform. We primarily view the game developers to be our customers andconsiders our performance obligation under the agreements with the game developers to be the promotion of the game developers’ games. Wegenerally collect payments from game players in connection with the sale of in-game currencies and remits certain agreed-upon percentages of theproceeds to the game developers. Purchases of in-game currencies are not refundable after they have been sold unless there are unused in-gamecurrencies at the time a game is discontinued. Typically, a game will only be discontinued when the monthly revenue generated by a game becomesconsistently insignificant. We do not currently expect to pay any material cash refunds to game players or game developers in connection with adiscontinued game. The majority of the licensed mobile games revenue is derived from non-exclusive mobile games services further discussed below.Non-exclusive licensed mobile games servicesWe enter into non-exclusive agreements with the game developers and offers our mobile game platform for the mobile games developed by thegame developers. We have single performance obligation which includes offering their mobile game platform for the game developers. We havedetermined that we are not the principal in the transaction and accordingly, revenues derived from the sale of in-game currencies are recorded net ofremittances to game developers and commission fees made to third-party application stores and other payment channels. Revenue is further recognizedat the end of the estimated consumption date by individual game (i.e., the estimated date in-game currencies are consumed within the game), which istypically within a short period of time ranging from two to three days after the purchase of the in-game currencies. 73Table of ContentsSelf-developed mobile gamesIn February 2015, we launched one self-developed game on its platform and started to generate revenues by in-game sales of virtual items. Wehave determined that we have a single performance obligation to the players who purchased the virtual items to gain an enhanced game-playingexperience over the playing period of the paying players. Accordingly, we recognize revenues ratably over the estimated average period of playerrelationship starting from the point in time when the players purchase the virtual items and once all other revenue recognition criteria are met. Weoperated eight and four self-developed mobile games as of December 31, 2017 and 2018, respectively. The estimated periods of the player relationshipranged from 56 to 79 days as of December 31, 2017, and was 77 days as of December 31, 2018. We have determined that we are the principle infulfilling all obligations related to the mobile game operations for self-developed games. Accordingly, we recognized revenues on a gross basis.Commission fees paid to third-party application stores and other payment channels are recorded as cost of revenues.Other Services. Revenues from other services in the year ended December 31, 2018 mainly consisted of revenues generated from advertisementresulting from the broadcasting of one television program produced by us. During the year ended December 31, 2018, we entered into an agreementwith a television station, under which we are responsible for the production of the television program content, which was completed by December 31,2018. The television station was responsible for providing advertising and marketing solutions to customers in addition to broadcasting televisionprogram content. Revenue generated from the above is in the form of advertising fees, shared between the television station and us based on a pre-determined percentage stated in the agreement. We determined that our television content production service represented one performance obligation.The broadcasting of the content was completed in the year ended December 31, 2018 and the revenue was recognized ratably during the period whenthe content was broadcasted on the television station.Consolidation of Affiliated EntitiesPRC regulations currently limit direct foreign ownership of business entities providing value-added telecommunications services, advertisingservices and internet services in the PRC where certain licenses are required for the provision of such services. To comply with these PRC regulations,we conduct a substantial majority of our business through our VIEs and their subsidiaries.Our wholly-owned PRC subsidiaries, or the WFOEs, hold the power to direct the activities of our VIEs and their subsidiaries that mostsignificantly affect our economic performance and bears the economic risks and receives the economic benefits of our VIEs and their subsidiariesthrough a series of contractual agreements with VIEs and/or their nominee shareholders, including: • Exclusive cooperation agreements, as supplemented; • Equity interest pledge agreement; • Business operation agreement; • Exclusive call option agreement; • Powers of attorney; andBased on the advice of Han Kun Law Offices, our PRC legal counsel, we believe the above contractual agreements are currently legallyenforceable under PRC law and regulations.More specifically, through these contractual agreements, we believe that the nominee shareholders of our VIEs do not have the direct or indirectability to make decisions regarding the activities of our VIEs that could have a significant impact on the economic performance of our VIEs because allof the voting rights of our VIEs’ nominee shareholders have been contractually transferred to our VIEs. Therefore, we have effective control over ourVIEs. In addition, we believe that our ability to exercise effective control, together with the exclusive cooperation agreements, as supplemented,exclusive call option agreement and equity interest pledge agreement, give us the rights to receive substantially all of the economic benefits from ourVIEs. Hence, we believe that the nominee shareholders of our VIEs do not have the rights to receive the expected residual returns of our VIEs, as suchrights have been transferred to our VIEs. We evaluated the rights we obtained through entering into these contractual agreements and concluded wehave the power to direct the activities that most significantly affect our VIEs’ economic performance and also have the rights to receive the economicbenefits of our VIEs that could be significant to our VIEs. 74Table of ContentsAccordingly, we are the primary beneficiary of our VIEs and have consolidated the financial results of our VIEs and their subsidiaries in ourconsolidated financial statements.However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and if the shareholders of ourVIEs were to reduce their shareholdings in our company, their interests may diverge from our interests, which may increase the risk that they would actcontrary to the contractual arrangements, such as causing our VIEs to not pay service fees under the contractual arrangements when required to do so.See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with ourconsolidated affiliated entities and their respective shareholders for our operations in China, which may not be as effective in providing operationalcontrol as direct ownership.”Income TaxesIn preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. Weestimate our actual tax exposure and assess temporary differences resulting from different treatment of items for tax and accounting purposes. Thesedifferences result in deferred tax assets and liabilities, which we include in our consolidated balance sheet. We must then assess the likelihood that wewill recover our deferred tax assets from future taxable income. If we believe that recovery is not likely, we must establish a valuation allowance. To theextent we establish a valuation allowance or increase this allowance, we must include an expense within the tax provision in our consolidatedstatement of operations. We adopted ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, or ASU 2015-17, in the first quarter of 2017and classified all deferred taxes assets and liabilities as noncurrent as of December 31, 2017 and 2018. We did not retrospectively apply the changes tothe prior years.Management must exercise significant judgment to determine our provision for income taxes, our deferred tax assets and liabilities and anyvaluation allowance recorded against our net deferred tax assets. We base the valuation allowance on our estimates of taxable income in eachjurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or weadjust these estimates in future periods, we may need to establish an additional valuation allowance, which could materially impact our financialposition and results of operations.U.S. GAAP requires that an entity recognize the impact of an uncertain income tax position on the income tax return at the largest amount that ismore likely than not to be sustained upon audit by the relevant tax authority. If we ultimately determine that payment of these liabilities will beunnecessary, we will reverse the liability and recognize a tax benefit during that period. Conversely, we record additional tax charges in a period inwhich we determine that a recorded tax liability is less than the expected ultimate assessment. We did not recognize any significant unrecognized taxbenefits during the periods presented in this annual report.Uncertainties exist with respect to the application of the New EIT Law to our operations, specifically with respect to our tax residency status. TheNew EIT Law specifies that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their “de factomanagement bodies” are located within the PRC. The New EIT Law’s implementation rules define the term “de facto management bodies” as“establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting,properties, etc. of an enterprise.”Because of the uncertainties resulted from limited PRC tax guidance on the issue, it is uncertain whether our legal entities organized outside ofthe PRC constitute residents under the New EIT Law. If one or more of our legal entities organized outside of the PRC were characterized as PRC taxresidents, the impact would adversely affect our results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to DoingBusiness in China.”The Useful Lives of Property and Equipment and Intangible AssetsProperty and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method overthe estimated useful lives of the assets, generally from three to five years. Intangible assets acquired through business acquisitions are recognized asassets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Judgment is required to determine the estimateduseful lives of assets, especially for intangible assets arising from the acquisitions, including determining how long existing intangible assets canbenefit us. Changes in these estimates and assumptions could materially impact our financial position and results of operations. 75Table of ContentsImpairment of Long-Lived Assets Other Than GoodwillWe review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset mayno longer be recoverable. When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimatedundiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscountedcash flow is less than the carrying amount of the assets, we would recognize an impairment loss based on the fair value of the assets.We recorded impairment losses of RMB nil, RMB1.3 million and RMB nil for long-lived assets other than goodwill for the years endedDecember 31, 2016, 2017 and 2018, respectively.Impairment of GoodwillGoodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill isnot amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired.Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests, if an event occurs or circumstanceschange that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include asignificant change in the stock prices, business climate, legal factors, operating performance indicators, competition, or sale or disposition of asignificant portion of a reporting unit.Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets andliabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fairvalue of each reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows,which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flowswill occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from yearto year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fairvalue and goodwill impairment for the reporting unit.In order to test goodwill for impairment, we first assess qualitative factors to determine whether it is “more likely than not” that the fair value of areporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If it ismore likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is then tested following a two-step process. The firststep compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds itscarrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceedsits fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill.The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessedfair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over theamounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carryingvalue of goodwill over the implied fair value of goodwill.We recorded RMB nil, RMB nil and RMB nil impairment losses during the years ended December 31, 2016, 2017 and 2018, respectively. Wedid not have goodwill at any of our reporting units that are at risk of impairment at December 31, 2017 and 2018.Business combinationsBusiness combinations are recorded using the acquisition method of accounting in accordance with Accounting Standards Codification, or theASC, 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferredto the sellers and liabilities incurred by us and equity instruments issued. Identifiable assets and liabilities acquired or assumed are measured separatelyat their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The purchase price of business acquisition isallocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fairvalues as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses andrestructuring costs are expensed as incurred.We adopted Accounting Standard Update, or ASU, 2017-01 “Business Combination (Topic 805): Clarifying the Definition of a Business” onJanuary 1, 2018 and applied the new definition of a business prospectively for acquisitions made subsequent to December 31, 2017. Upon theadoption of ASU 2017-01, a new screen test is introduced to evaluate whether a transaction should be accounted for as an acquisition and/or disposalof a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accountingtreatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantlycontribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset ora group of similar identifiable assets, then the set of transferred assets and activities is not a business. The adoption of this standard requires futurepurchases to be evaluated under the new framework.Long-term investmentsOur long-term investments primarily consist of equity securities without readily determinable fair values and equity method investments. 76Table of ContentsEquity securities without readily determinable fair valueWe adopted ASC Topic 321, Investments—Equity Securities, or ASC 321, on January 1, 2018. Prior to 2018, we carried at cost our investmentsin investees that do not have readily determinable fair value and over which we do not have significant influence, in accordance with ASC Subtopic325-20, Investments-Other: Cost Method Investments. We regularly evaluate the impairment of the cost method investments based on the performanceand financial position of the investee as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing theinvestee’s cash position, recent financing, projected and historical financial performance. An impairment loss is recognized in earnings equal to theexcess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair valuewould then become the new cost basis of the investment.Subsequent to our adoption of ASC 321, for equity securities without readily determinable fair value and that do not qualify for the existingpractical expedient used in ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820, we elected to use the measurement alternative tomeasure those investments. Under that method, we measure that investment at cost, less any impairment, plus or minus changes resulting fromobservable price changes in orderly transactions for identical or similar investments of the same issuer, if any.Pursuant to ASC 321, for those equity securities that we elect to use the measurement alternative, we make a qualitative assessment of whetherthe investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, we have to estimate theinvestment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, we recognize animpairment loss in net income equal to the difference between the carrying value and fair value.Equity method investmentsThe investee companies over which we have the ability to exercise significant influence, but do not have a controlling interest are accounted forusing the equity method. Significant influence is generally considered to exist when we have an ownership interest in the voting stock of the investeebetween 20% and 50%. Other factors, such as representation in the investee’s board of directors, voting rights and the impact of commercialarrangements, are also considered in determining whether the equity method of accounting is appropriate. For the investment in limited partnerships,where we hold less than a 20% equity or voting interest, our influence over the partnership operating and financial policies is determined to be morethan minor. Accordingly, we account for these investments as equity method investments.Under the equity method of accounting, the affiliated company’s accounts are not reflected within our consolidated balance sheets andstatements of operations; however, our share of the earnings or losses of the affiliated company is reflected in the caption “share of income on equitymethod investments” in the consolidated statements of operations.An impairment change is recorded if the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.We estimate the fair value of the investee company based on comparable quoted price for similar investment in active market, if applicable, ordiscounted cash flow approach which requires significant judgments, including the estimation of future cash flows, which is dependent on internalforecasts, the estimation of long term growth rate of a company’s business, the estimation of the useful life over which cash flows will occur, and thedetermination of the weighted average cost of capital.We recorded impairment losses of RMB39.3 million, RMB30.1 million and RMB43.2 million (US$6.3 million) for long-term investments duringthe years ended December 31, 2016, 2017 and 2018, respectively. 77Table of ContentsShare-based CompensationShare-based payment transactions with employees and executives are measured based on the grant date fair value of the equity instrument issued and recognized ascompensation expense net of a forfeiture rate on a straight-line basis, over the requisite service period, with a corresponding impact reflected in additional paid-in capital.We classify share-based compensation with cash settlement features as liabilities. The percentage of the fair value that is accrued as compensation cost at the end of eachperiod equal the percentage of the requisite service that has been rendered at that date. We recognize the changes in fair value of the liability classified award that occur duringthe requisite service period as compensation cost over that period. These awards typically vest over a period of four years, but may fully vest due to the achievement ofcertain performance conditions. We recognize the share-based compensation expense on an accelerated basis if it is probable that the performance condition will be achieved.We measure share awards issued to consultants at fair value at the earlier of the commitment date or the date the services are completed and recognized over the periodthe services are provided.The estimate of forfeiture rate is adjusted over the requisite service period to the extent that actual forfeiture rate differs, or is expected to differ, from such estimates. Werecognize changes in estimated forfeiture rate through a cumulative catch-up adjustment in the period of change.Changes in the terms or conditions of share options are accounted as a modification. We calculate the excess of the fair value of the modified option over the fair valueof the original option immediately before the modification, measured based on the share price and other pertinent factors at the modification date. For vested options, werecognize incremental compensation cost in the period that the modification occurred. For unvested options, we recognize, over the remaining requisite service period, thesum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date.Determining the fair value of share-based awards requires significant judgment. We estimate the fair value of share options using the Black-Scholes valuation model orbinomial tree pricing model, which requires inputs such as the fair value of our ordinary shares, risk-free interest rate, expected dividend yield, expected life and expectedvolatility.Recent Accounting PronouncementsA list of recent accounting pronouncements that are relevant to us is included in note 2 to our consolidated financial statements, which are included in this annual report. B.Liquidity and Capital ResourcesAs of December 31, 2018, we have financed our operations primarily through net cash provided by operating activities, as well as the issuance of equity and convertiblenote securities. As of December 31, 2016, 2017 and 2018, we had RMB1,788.3 million, RMB4,462.2 million and RMB2,468.0 million (US$359.0 million), respectively, incash and cash equivalents. Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, orwhich have original maturities of three months or less when purchased. We believe that our current cash and cash equivalents and our anticipated cash flows from operationswill be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. We may, however, need additional capital in the futureto fund our continued operations.In the future, we may rely significantly on dividends and other distributions paid by our PRC subsidiary for our cash and financing requirements. There may berestrictions on the dividends and other distributions by our PRC subsidiary. The PRC tax authorities may require us to adjust our taxable income under the contractualarrangements that our PRC subsidiary currently has in place with our consolidated affiliated entity in a way that could materially and adversely affect the ability of our PRCsubsidiary to pay dividends and make other distributions to us. In addition, under PRC laws and regulations, our PRC subsidiary may pay dividends only out of itsaccumulated profits as determined in accordance with PRC accounting standards and regulations. Our PRC subsidiary is required to set aside at least 10% of its accumulatedafter-tax profits each year, if any, to fund a statutory reserve fund, until the aggregate amount of such fund reaches 50% of its respective registered capital. At its discretion,our PRC subsidiary may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. The reserve fund and the staffwelfare and bonus funds cannot be distributed as cash dividends. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We may relyon dividends paid by our PRC subsidiaries to fund cash and financing requirements. Any limitation on the ability of our PRC subsidiaries to pay dividends to us could havea material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares.” Furthermore, our investments made asregistered capital and additional paid-in capital of our PRC subsidiary, consolidated affiliated entity and its subsidiaries are also subject to restrictions on their distribution andtransfer according to PRC laws and regulations.As a result, our PRC subsidiaries, consolidated affiliated entities and their subsidiaries in China are restricted in their ability to transfer their net assets to us in the formof cash dividends, loans or advances. As of December 31, 2018, the amount of the restricted net assets, which represents registered capital and additional paid-in capitalcumulative appropriations made to statutory reserves, was RMB1,477.3 million (US$214.9 million). As of December 31, 2018, we held cash and cash equivalents ofRMB460.0 million (US$66.9 million) in aggregate outside of the PRC and RMB2,008.0 million (US$292.0 million) in aggregate in the PRC, of which RMB2,007.8 million(US$292.0 million) was denominated in RMB and RMB132,050 (US$19,206) was denominated in U.S. dollars. Of such cash and cash equivalents held in the PRC, ourPRC subsidiary held cash and cash equivalents in the amount of RMB131,983 (US$19,196) and RMB505.4 million (US$73.5 million), and our consolidated affiliatedentity and its subsidiaries held cash and cash equivalents in the amount of RMB66 (US$10) and RMB1,502.4 million (US$218.5 million). 78Table of ContentsAs an offshore holding company, we are permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fundraising activities to our PRC subsidiary only through loans or capital contributions, and to our consolidated affiliated entity and its subsidiaries onlythrough loans, in each case subject to the satisfaction of the applicable government registration and approval requirements. See “Item 3. KeyInformation—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to, and direct investment in, PRC entities byoffshore holding companies and governmental control of currency conversion may restrict or prevent us from using offshore funds to make loans to ourPRC subsidiaries and consolidated affiliated entities and their subsidiaries, or to make additional capital contributions to our PRC subsidiaries.” As aresult, there is uncertainty with respect to our ability to provide prompt financial support to our PRC subsidiaries and consolidated affiliated entitieswhen needed. Notwithstanding the foregoing, our PRC subsidiaries may use their own retained earnings (rather than RMB converted from foreigncurrency denominated capital) to provide financial support to our consolidated affiliated entities either through entrustment loans from our PRCsubsidiaries to our consolidated affiliated entities or direct loans to such consolidated affiliated entities’ nominee shareholders, which would becontributed to the consolidated variable entities as capital injections. Such direct loans to the nominee shareholders would be eliminated in ourconsolidated financial statements against the consolidated affiliated entities’ share capital.Our full-time employees in the PRC participate in a government-mandated contribution plan pursuant to which certain pension benefits, medicalcare, unemployment insurance, employee housing fund and other welfare benefits are provided to such employees. We accrue for these benefits basedon certain percentages of the employees’ salaries. The total provisions for such employee benefits were RMB60.4 million, RMB95.2 million andRMB167.0 million (US$24.3 million) in 2016, 2017 and 2018, respectively. We expect our contribution towards such employee benefits to increase inthe future as we continue to expand our workforce and as salary levels of our employees continue to increase.The following table sets forth a summary of our cash flows for the periods indicated: Year Ended December 31, 2016 2017 2018 (in RMB thousands) Net cash provided by operating activities 1,466,290 2,886,107 3,327,718 Net cash used in investing activities (800,919) (188,174) (10,034,004) Net cash provided by financing activities 124 2,833 4,687,951 Effect of exchange rate changes 24,990 (26,840) 24,175 Net increase in (decrease by) cash and cash equivalents 690,485 2,673,926 (1,994,160) Cash and cash equivalents at beginning of period 1,097,783 1,788,268 4,462,194 Cash and cash equivalents at end of period 1,788,268 4,462,194 2,468,034 Anticipated Use of Cash We intend to continue to invest in our research and development capabilities to grow our user base and enhance user experience. We intend tocontinue to market our services, promote our brand, strengthen our customer service capabilities and enhance monetization. In order to support ouroverall business expansion, we also expect to continue to make investments in our corporate facilities and information technology infrastructure. Wemay pursue strategic alliances and acquisitions that complement our social networking platform. We plan to fund these expenditures with cash andcash equivalents that we have. On March 12, 2019, we declared a special cash dividend in the amount of US$0.62 per ADS, or US$0.31 per ordinaryshare. The aggregate amount of cash dividends to be paid is approximately US$128 million, which will be funded by surplus cash on our balancesheet. 79Table of ContentsOperating ActivitiesNet cash provided by operating activities amounted to RMB3,327.7 million (US$484.0 million) in 2018, which was primarily attributable to anet income of RMB2,788.5 million (US$405.6 million), adjusted for non-cash items of RMB814.8 million (US$118.5 million) and a decrease ofRMB275.6 million (US$40.1 million) in working capital. The non-cash items primarily include RMB580.8 million (US$84.5 million) in share-basedcompensation expenses, RMB148.2 million (US$21.6 million) in depreciation of property and equipment and RMB93.0 million (US$13.5 million) inamortization of intangible assets. The decrease in working capital was primarily attributable to an increase in accounts receivable ofRMB440.6 million (US$64.1 million) and an increase in prepaid expense and other current assets of RMB67.3 million (US$9.8 million), partiallyoffset by an increase in accounts payable of RMB233.7 million (US$34.0 million) and an increase in accrued expenses and other current liabilities ofRMB51.9 million (US$7.5 million). The increase in accounts receivable was mainly attributable to the shared revenue receivable from the distributorof our television content. The increase in prepaid expense and other current asset was mainly attributable to (i) an increase in customer payment to ouraccount through third-party channels and cash deposited at the third-party payment channels by us for the broadcasters and virtual gift recipients towithdraw their revenue sharing and (ii) an increase in input VAT due to larger amount of revenue sharing with broadcaster agency and purchasing ofadvertising activities, partially offset by a decrease in advance payment made to suppliers for advertising fees and live video broadcasting service fees.The increase in accounts payable was mainly attributable to an increase in revenue-sharing payable to live broadcasters and broadcaster agencies. Theincrease in accrued expenses and other current liabilities was mainly attributable to (i) an increase in marketing promotional fees payable and (ii) anincrease in payroll and welfare payable due to increased headcount and increased salaries and bonus.Net cash provided by operating activities amounted to RMB2,886.1 million in 2017, which was primarily attributable to a net income ofRMB2,144.5 million, adjusted for non-cash items of RMB411.0 million and an increase of RMB330.7 million in working capital. The non-cash itemsprimarily included RMB335.0 million in share-based compensation expenses, RMB78.9 million in depreciation on property and equipment andRMB30.1 million in impairment loss on long-term investments, partially offset by RMB39.7 million share of income on equity method investment.The increase in working capital was primarily attributable to an increase in accrued expenses and other current liabilities of RMB292.1 million, anincrease in accounts payable of RMB174.3 million, an increase in income tax payable of RMB152.3 million and an increase in deferred revenue ofRMB135.4 million, partially offset by an increase in prepaid expense and other current assets of RMB306.8 million. The increase in accrued expensesand other current liabilities was mainly attributable to (i) an increase in payroll and welfare payable due to increased headcount and increased salariesand bonus, (ii) an increase in the balance of users’ virtual accounts, and (iii) and increase in marketing promotional fees payable. The increase inaccounts payable was mainly attributable to (i) an increase in revenue-sharing payable to live broadcasters, and (ii) an increase in bandwidth costpayable to IT service suppliers. The increase in income tax payable was mainly because we generated higher profit in 2017 and the tax holiday of oneof our major profit generating entities changed from 100% exemption to 50% exemption of income tax in 2017. The increase in deferred revenue wasmainly attributable to the increase in live video service revenues paid in advance. The increase in prepaid expenses and other current assets was mainlyattributable to (i) an increase in customer payment to our account through third-party channels and cash deposited at the third-party payment channelsby us for the broadcasters to withdraw their revenue sharing, (ii) an increase in advance payment made to suppliers for advertising fees and live videobroadcasting service fees and (iii) an increase in rental fees we prepaid for our expanding office space. 80Table of ContentsNet cash provided by operating activities amounted to RMB1,466.3 million in 2016, which was primarily attributable to a net income ofRMB979.0 million, adjusted for non-cash items of RMB282.9 million and an increase of RMB204.4 million in working capital. The non-cash itemsprimarily included RMB210.8 million in share-based compensation expenses, RMB55.8 million in depreciation of property and equipment andRMB39.3 million in impairment loss on long-term investments, partially offset by RMB23.2 million of investing income. The increase in workingcapital was primarily attributable to an increase in accounts payable of RMB213.5 million, an increase in accrued expenses and other current liabilitiesof RMB103.9 million and an increase in deferred revenue of RMB103.4 million, which was partially offset by an increase in accounts receivable ofRMB154.0 million and an increase in prepaid expenses and other current assets of RMB105.0 million. The increase in accounts payable was mainlyattributable to the increase in revenue-sharing payable to live broadcasters and game developers. The increase in accrued expenses and other currentliabilities was mainly attributable to (i) an increase in payroll and welfare payable due to increased headcount and increased salaries, and (ii) anincrease in marketing promotional fees payable, partially offset by a decrease in payable to employees for exercise of stock options. The increase indeferred revenue was mainly attributable to the increase of number of paying users for our live video service, the increase of our members andmembership subscription fees that our members paid in advance, as well as the increase in mobile marketing revenues and mobile games revenues paidin advance. The increase in accounts receivable was mainly attributable to an increase in revenues collected through third-party application store andother payment channels. The increase in prepaid expenses and other current assets was mainly attributable to (i) an increase in advance payment madeto advertisement suppliers, (ii) an increase in customer advance payment at a third-party payment channel, which is cash deposited at the third-partypayment channel by us for the broadcasters to withdraw their revenue sharing, (iii) an increase in game promotions fees paid on behalf of gamedevelopers and (iv) an increase in commission fees we paid to third-party application stores and other payment channels for distributing our mobileapplication and services.Investing ActivitiesNet cash used in investing activities amounted to RMB10,034.0 million (US$1,459.4 million) in 2018, which was primarily due to the purchaseof term deposits and short-term investments, payment for business acquisition of Tantan, purchase of servers, computers and other equipment, andpayment and prepayment of long-term investments, partially offset by cash received on maturity of term deposits and short-term investments.Net cash used in investing activities amounted to RMB188.2 million in 2017, which was primarily attributable to purchase of term deposits andshort term investments, purchase of servers, computers and other equipment, payments for leasehold improvements, payment and prepayment of long-term investments, and payments for acquired intangible assets, partially offset by cash received on maturity of term deposits and sales of short terminvestment.Net cash used in investing activities amounted to RMB800.9 million in 2016, which was primarily attributable to purchase of term deposits,payment and prepayment of long-term investments, and purchase of servers, computers and other equipment, partially offset by cash received onmaturity of term deposits.Financing ActivitiesNet cash generated from financing activities amounted to RMB4,688.0 million (US$681.8 million) in 2018, which was primarily attributable tocash received from issuance of convertible notes and a bank loan, partially offset by cash repayment of the bank loan.Net cash provided by financing activities amounted to RMB2.8 million in 2017, which was primarily attributable to cash received for exercise ofoptions awarded under our share incentive plans, which was partially offset by a deferred payment on the purchase of fixed assets.Net cash provided by financing activities amounted to RMB0.1 million in 2016, which was primarily attributable to cash received for exercise ofoptions awarded under our share incentive plans, which was partially offset by a deferred payment on the purchase of fixed assets. 81Table of ContentsHolding Company StructureOur company is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries and ourconsolidated affiliated entities and their subsidiaries in China. As a result, our ability to pay dividends depends upon dividends paid by oursubsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt mayrestrict their ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any,as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our PRC subsidiaries and our consolidatedaffiliated entities is required to set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches50% of their registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate futurelosses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event ofliquidation. As a result of these PRC laws and regulations, the capital and statutory reserves restricted which represented the amount of net assets of ourrelevant subsidiaries in PRC not available for distribution were RMB1,477.3 million (US$214.9 million) as of December 31, 2018.Capital ExpendituresOur capital expenditures amounted to RMB46.8 million, RMB218.6 million and RMB242.8 million (US$35.3 million) in 2016, 2017 and 2018,respectively. In the past, our capital expenditures were principally incurred to purchase servers, computers and other office equipment, and to pay forleasehold improvements for our offices. As our business expands, we may purchase new servers, computers and other equipment in the future, as well asmake leasehold improvements. C.Research and DevelopmentWe focus our research and development efforts on the continual improvement and enhancement of our platform’s features and services, as well asthe design and development of games that are suitable for publishing on our own platform. We have a large team of engineers and developers, whichaccounted for approximately 55% of our employees as of December 31, 2018. Most of our engineers and developers are based in our headquarters inBeijing.For the three years ended December 31, 2016, 2017 and 2018, our research and development expenditures, including share-based compensationexpenses for research and development personnel, were RMB208.6 million, RMB346.1 million and RMB760.6 million (US$110.6 million),respectively. For the year ended December 31, 2018, our research and development expenditures represented 5.7% of our total revenues. Our researchand development expenses primarily consist of salaries and benefits, including share-based compensation expenses, for research and developmentpersonnel and technical service fees. Expenditures incurred during the research phase are expensed as incurred. We expect our research anddevelopment expenses to increase as we expand our research and development team to develop new features and services for our platform and furtherenhance our big data analytical capabilities. D.Trend InformationOther than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for theyear ended December 31, 2018 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity orcapital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financialconditions. E.Off-Balance Sheet ArrangementsWe have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have notentered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidatedfinancial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves ascredit, liquidity or market risk support to such entity for such assets. We do not have any obligation, including a contingent obligation, arising out of avariable interest in any unconsolidated entity that we hold and material to us, where such entity provides financing, liquidity, market risk or credit risksupport to us or engages in leasing, hedging or research and development services with us. 82Table of ContentsF.Contractual ObligationsWe lease certain of our facilities and offices under non-cancellable operating lease agreements. The rental expenses were RMB31.6 million,RMB58.9 million and RMB78.7 million (US$11.4 million) for the years ended December 31, 2016, 2017 and 2018, respectively.As of December 31, 2018, future minimum commitments under non-cancelable agreements were as follows: Total 2019 2020 2021 2022 andthereafter (in RMB thousands) Operating lease 217,443 99,133 82,697 26,980 8,633 As of December 31, 2018, we are obligated to pay RMB47.5 million for the subscription of equity interest in long-term investees.Other than the operating lease and investment commitment shown above, we did not have any significant other commitments, long-termobligations, or guarantees as of December 31, 2018. G.Safe HarborSee “Forward-Looking Information.” Item 6.Directors, Senior Management and Employees A.Directors and Senior ManagementThe following table sets forth information regarding our executive officers and directors as of the date of this annual report. Directors and Executive Officers Age Position/TitleYan Tang 40 Chairman and Chief Executive OfficerYong Li 44 Independent DirectorDavid Ying Zhang 45 DirectorBenson Bing Chung Tam 55 Independent DirectorDave Daqing Qi 55 Independent DirectorLi Wang 35 Director, President and Chief Operating OfficerYongming Wu 44 Independent DirectorXiaoliang Lei 35 President of Game OperationsJonathan Xiaosong Zhang 55 Chief Financial OfficerChunlai Wang 32 Chief Technology OfficerMr. Yan Tang is our co-founder and has served as our director and chief executive officer since our inception in July 2011. Mr. Tang wasappointed to be the chairman of our board of directors in November 2014. Prior to founding our company, from 2003 to 2011, Mr. Tang worked atNetEase, Inc. (NASDAQ: NTES), or NetEase, initially as editor and later editor-in-chief. Mr. Tang was named by Fortune Magazine as one of its “40Under 40,” a list of the most powerful, influential and important business elites under the age of 40, in October 2014. Mr. Tang received his bachelor ofscience degree from Chengdu University of Technology in China in 2000.Mr. Yong Li is our co-founder and has been our director since April 2012 and our independent director since December 2015. Mr. Li foundedFenbi Inc. (Cayman), a provider of online education services, in May 2011, in which he now serves as a board director and chief executive officer. InApril 2012, he founded Beijing Jingguanyu Technology Co., Ltd., a software service company, and has been its chief executive officer since then.From May 2005 to May 2010, Mr. Li was the editor-in-chief and vice president at NetEase, and then the vice president at NetEase and president ofNetEase career portal business unit. Between February 2001 and May 2005, Mr. Li served as an executive editor, executive editor-in-chief and thengeneral manager of Global Entrepreneur, a Chinese magazine. Mr. Li is also a director of two privately held companies. Mr. Li received his MBAdegree from Peking University in 2004 and bachelor’s degree in law from Renmin University in China in 1996. 83Table of ContentsMr. David Ying Zhang has been our director since April 2012. Mr. Zhang is a founding managing partner of Matrix Partners China, where heoversees all of the venture capital investment firm’s operations. In 2002, Mr. Zhang established and has since expanded WI Harper Group’s Beijingoperations and co-managed its China portfolios. Prior to joining WI Harper Group, Mr. Zhang worked at Salomon Smith Barney, where he wasresponsible for analyzing, structuring and marketing companies in the internet, software and semiconductor sectors. Before then, Mr. Zhang worked atABN AMRO Capital as a senior venture associate. Mr. Zhang received master of science degree in biotechnology and business from NorthwesternUniversity in 1999 and bachelor of science degree in clinical science with minor in chemistry from California State University in 1997.Mr. Benson Bing Chung Tam has served as our independent director since December 2014. Mr. Tam is a chartered accountant. In March 2012,Mr. Tam founded Venturous Group, a global CEO network based in Beijing, and has been serving as its chairman since then. From 2002 to February2012, Mr. Tam was a partner and head of technology investments at Fidelity Growth Partners Asia (formerly named Fidelity Asia Ventures), where heled a team of five professionals focused on technology investment. Prior to joining Fidelity Growth Partners Asia, Mr. Tam was a partner of ElectraPartners Asia from 1998 to 2002, and was the founding director of Hellman & Friedman Asia from 1992 to 1998. Mr. Tam worked in M&A corporatefinance at S.G. Warburg from 1989 to 1992. Mr. Tam has been a Chartered Accountant since 1989. Mr. Tam currently also serves as a director of certainprivately held companies. Mr. Tam received his master’s degree in computer science from Oxford University in 1986 and his bachelor’s degree in civilengineering from Imperial College of London University in 1984.Dr. Dave Daqing Qi has served as our independent director since December 2014. Dr. Qi is a professor of accounting and the former associatedean of the Cheung Kong Graduate School of Business. He began teaching at the Cheung Kong Graduate School of Business in 2002 and was thefounding director of the Executive MBA program. Prior to that, Dr. Qi was an associate professor at the School of Accounting of the Chinese Universityof Hong Kong. Dr. Qi also serves as director of a number of public companies, such as Sohu.com (NASDAQ: SOHU), Jutal Offshore Oil Services Limited(HKEx: 3303), Yunfeng Financial Group Limited (HKEx: 0376), Sinomedia Holding Limited (HKEx: 0623), Boison Finance Group Limited (HKEx:0888) and Dalian Haidao International Holding Limited (HKEx: 6862). He received his Ph.D. degree in accounting from the Eli Broad Graduate Schoolof management of Michigan State University in 1996, MBA degree from the University of Hawaii at Manoa in 1992 and bachelor of science andbachelor of arts degrees from Fudan University in 1985 and 1987, respectively.Mr. Li Wang has been our chief operating officer since June 2014 and our president since April 2018. Mr. Wang joined the company as ouroperation director in July 2011. Prior to joining us, Mr. Wang was the managing director of Laoluo English Training School, a start-up educationservice business from November 2008 to May 2011. He was the general administration staff at NEC China Co., Ltd. from April 2005 to April 2007.Mr. Wang received a bachelor’s degree in management from Beijing University of Aeronautics and Astronautics in China in 2004.Mr. Yongming Wu has been our independent director since December 2018. Mr. Wu is also a director and founding partner of Vision Plus Capitaland a co-founder of Alibaba Group. Mr. Wu founded Vision Plus Capital in 2015 and has led several key business segments of Alibaba Group.Mr. Xiaoliang Lei is our co-founder and has been the president of our game operations since April 2018. Mr. Lei is responsible for gameoperations. Prior to co-founding our company, Mr. Lei was the product management staff then manager at NetEase, from 2008 to 2011. Mr. Lei was aneditor in charge of content development and team management at 21CN Game Channel, a game information exchange platform in China from 2004 to2008. Mr. Lei received his bachelor of science degree in software engineering from South China University of Technology in 2004.Mr. Jonathan Xiaosong Zhang has served as our chief financial officer since May 2014. From July 2010 to April 2014, Mr. Zhang served as thechief financial officer of iSoftStone Holdings Limited (NYSE: ISS), and was the company’s independent director between February 2010 and July2010. Prior to joining iSoftStone Holdings Limited, Mr. Zhang served as the chief financial officer of several companies, including BJB CareerEducation Company Limited from June 2009 to June 2010, and Vimicro International Corporation (NASDAQ: VIMC) from September 2004 to January2007. From 2000 to 2004, Mr. Zhang worked as a manager and then a senior manager at the Beijing office of PricewaterhouseCoopers. From 1995 to1999, Mr. Zhang was an auditor and then a senior auditor at the Los Angeles office of KPMG LLP. Mr. Zhang is also an independent director, thechairman of audit committee, and a member of the compensation committee and the nominating and corporate governance committee of TarenaInternational Inc. (NASDAQ: TEDU). Mr. Zhang served as an independent director and chairman of the audit committee of Sungy Mobile Limited(NASDAQ: GOMO) between November 2013 and July 2014. Mr. Zhang received his master’s degree in accountancy from the University of Illinois in1994, his master’s degree in meteorology from Saint Louis University in 1992, and his bachelor’s degree in meteorology from Peking University in1986. Mr. Zhang is a Certified Public Accountant in the State of California. 84Table of ContentsMr. Chunlai Wang has been our chief technology officer since August 2017. Mr. Wang served as our vice president of technology since April2015. From June 2014 to April 2015, Mr. Wang served as our technology director. Before that, he had been in charge of our technology team sinceJune 2013 and had been actively involved in the development of our key technological infrastructures since he joined us in February 2012. Prior tojoining us, Mr. Wang served as an engineer and a senior engineer in NetEase from September 2010 to February 2012. From March 2009 to September2010, he co-founded a business dedicated to semantic search services. Mr. Wang received his master’s degree in engineering from Peking University inJuly 2013 and his bachelor’s degree from Beijing Jiaotong University in June 2009. B.CompensationFor the fiscal year ended December 31, 2018, we paid an aggregate of approximately RMB114.8 million (US$16.7 million) in cash to ourexecutive officers, and we paid an aggregate of approximately RMB0.6 million (US$90,000.0) in cash to our non-executive directors. We have not setaside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. In accordance with the PRClaw, our PRC subsidiary and consolidated affiliated entity and its subsidiaries are required by law to make contributions equal to certain percentages ofeach employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housingprovident fund.Share Incentive Plans2012 PlanIn November 2012, we adopted a share incentive plan, or the 2012 Plan, which was amended and restated in October 2013. The maximumaggregate number of shares which may be issued pursuant to all awards under the 2012 Plan is 44,758,220 Class A ordinary shares. With the adoptionof our 2014 Plan, we no longer issue incentive shares under the 2012 Plan.As of March 31, 2019, options to purchase 28,769,414 Class A ordinary shares (excluding those that have been forfeited) had been granted underthe 2012 Plan, of which options to purchase an aggregate of 5,466,618 Class A ordinary shares remained outstanding. The following paragraphssummarize the principal terms of the 2012 Plan.Plan Administration. Our board of directors or one or more committees consisting solely of directors designated by our board will administer the2012 Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awardsto be granted to each participant, and the terms and conditions of each grant. The board or such committee(s) may also delegate, to the extent permittedby applicable laws, to one or more officers of our company, its powers under the 2012 Plan to determine the officers and employees who will receiveawards, the number of such awards, and the terms and conditions thereof. Subject to the limitations under the 2012 Plan, the plan administrator fromtime to time may authorize, generally or in specific cases only, for the benefit of any participant, any adjustment in exercise or purchase price, vestingschedule, and re-granting of awards by waiver or by other legally valid means.Award Agreement. Awards granted under the 2012 Plan are evidenced by an award agreement that sets forth terms, provisions and restrictions foreach award, which may include the type of award, the term of the award, vesting provisions, the exercise or purchase price, and the provisionsapplicable in the event that the recipient’s employment or service terminates. Under the plan, each recipient of option award shall duly sign a power ofattorney delegating the voting rights and signing rights of ordinary shares issued upon the exercise of the option award.Eligibility. We may grant awards to our officers, directors, employees, consultants and advisors of our company.Acceleration of Awards upon Change in Control. If a change in control of our company occurs, the plan administrator may, in its sole discretion,accelerate the awards so that they may immediately vest without any forfeiture restrictions, unless the plan administrator has otherwise provided forsubstitution, assumption, exchange or other continuation or settlement of the award.Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.Exercise of Options. The plan administrator determines the exercise price for each option award, which is stated in the award agreement and shallin no case be lower than the par value of our ordinary shares. Once vested, an option award will remain exercisable until the date of expiration ortermination, unless otherwise provided by the plan administrator. However, each option award shall expire no more than 10 years after its date of grant. 85Table of ContentsTransfer Restrictions. Awards may not be transferred in any manner by the recipient, save for certain exceptions including transfers to ourcompany, transfers by gift to an affiliate or an immediately family member, transfer by will or the laws of descent and distribution, and other exceptionsprovided for by the plan administrator.Amendment and Termination of the 2012 Plan. Subject to any shareholder approval, our board of directors may, at any time, terminate or, fromtime to time, amend, modify or suspend this 2012 Plan. Unless terminated earlier, the 2012 Plan will terminate at the close of business on October 31,2022.2014 PlanWe adopted the 2014 share incentive plan, or the 2014 Plan, in November 2014. The maximum aggregate number of shares which may be issuedpursuant to all awards under the 2014 Plan is initially 14,031,194 Class A ordinary shares. Beginning in 2017, the number of shares reserved for futureissuances under the 2014 Plan will be increased by a number equal to 1.5% of the total number of outstanding shares on the last day of the immediatelypreceding calendar year, or such lesser number of Class A ordinary shares as determined by our board of directors, on the first day of each calendar yearduring the term of the 2014 Plan. As a result, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Planhas been increased to 32,049,945 Class A ordinary shares. As of March 31, 2019, we have granted options to purchase 23,462,705 Class A ordinaryshares (excluding those that have been forfeited and cancelled) and 440,001 restricted share units under our 2014 Plan, of which options to purchase anaggregate of 15,404,425 Class A ordinary shares remained outstanding and 187,500 restricted share units remained outstanding. The followingparagraphs summarize the terms of the 2014 Plan.Types of Awards. The 2014 Plan permits the awards of options, restricted shares and restricted share units.Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the 2014 Plan can act asthe plan administrator.Award Agreement. Options, restricted shares or restricted share units granted under the 2014 Plan are evidenced by an award agreement that setsforth the terms, conditions and limitations for each grant.Eligibility. We may grant awards to our employees, directors, consultants, or other individuals as determined, authorized and approved by theplan administrator. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of ourparent companies and subsidiaries.Acceleration of Awards upon Change in Control. If a change in control, liquidation or dissolution of our company occurs, the plan administratormay, in its sole discretion, provide for (i) all awards outstanding to terminate at a specific time in the future and give each participant the right toexercise the vested portion of such awards during a specific period of time, or (ii) the purchase of any award for an amount of cash equal to the amountthat could have been attained upon the exercise of such award, or (iii) the replacement of such award with other rights or property selected by the planadministrator in its sole discretion, or (iv) payment of award in cash based on the value of Class A ordinary shares on the date of the change-in-controltransaction plus reasonable interest.Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vestedportion of option will expire if not exercised prior to the tenth anniversary after the date of a grant, unless extended by the plan administrator.Exercise Price of Options. The exercise price in respect of any option shall be determined by the plan administrator and set forth in the awardagreement which may be a fixed or variable price related to the fair market value of the shares. The exercise price per share subject to an option may beamended or adjusted in the absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive.Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution,except as otherwise provided by the plan administrator.Termination. Unless terminated earlier, the 2014 Plan will terminate automatically in 2024. 86Table of ContentsThe following table summarizes, as of March 31, 2019, the outstanding options under the 2012 Plan and 2014 Plan granted to certain officers,directors, employees and consultants. Name Class A OrdinaryShares UnderlyingOutstandingOptions ExercisePrice(US$/Share) Date of Grant Date of Expiration Yan Tang * 0.1404 October 10, 2013 October 9, 2023 * 0.0002 October 29, 2014 October 28, 2024 * 0.0002 April 22, 2015 April 21, 2025 * 0.0002 March 31, 2016 March 30, 2026 * 0.0002 December 30, 2016 December 29, 2026 * 0.0002 March 7, 2017 March 6, 2027 * 0.0002 May 2, 2018 May 1, 2028 David Ying Zhang * 0.1404 October 10, 2013 October 9, 2023 Li Wang * 0.0002 October 29, 2014 October 28, 2024 * 0.0002 April 22, 2015 April 21, 2025 * 0.0002 March 31, 2016 March 30, 2026 * 0.0002 December 30, 2016 December 29, 2026 * 0.0002 March 7, 2017 March 6, 2027 * 0.0002 May 2, 2018 May 1, 2028 Xiaoliang Lei * 0.1404 October 10, 2013 October 9, 2023 * 0.0002 October 29, 2014 October 28, 2024 * 0.0002 April 22, 2015 April 21, 2025 * 0.0002 March 31, 2016 March 30, 2026 * 0.0002 December 30, 2016 December 29, 2026 * 0.0002 March 7, 2017 March 6, 2027 * 0.0002 May 2, 2018 May 1, 2028 Jonathan Xiaosong Zhang * 0.0002 October 29, 2014 October 28, 2024 * 0.0002 April 22, 2015 April 21, 2025 * 0.0002 March 31, 2016 March 30, 2026 * 0.0002 December 30, 2016 December 29, 2026 * 0.0002 March 7, 2017 March 6, 2027 * 0.0002 May 2, 2018 May 1, 2028 Chunlai Wang * 0.0327 November 1, 2012 October 31, 2022 * 0.1404 October 10, 2013 October 9, 2023 * 0.0002 October 29, 2014 October 28, 2024 * 0.0002 April 22, 2015 April 21, 2025 * 0.0002 June 16, 2016 June 15, 2026 * 0.0002 May 17, 2017 May 16, 2027 * 0.0002 September 1, 2017 August 31, 2027 * 0.0002 May 2, 2018 May 1, 2028 Other individuals as a group 149,166 0.0327 November 1, 2012 October 31, 2022 770,280 0.1404 October 10, 2013 October 9, 2023 550,000 0.1404 March 1, 2014 February 28, 2024 456,962 0.0002 October 29, 2014 October 28, 2024 136,351 0.0002 April 22, 2015 April 21, 2025 376,266 0.0002 May 4, 2015 May 3, 2025 97,722 0.0002 August 13, 2015 August 12, 2025 241,000 0.0002 October 15, 2015 October 14, 2025 28,438 0.0002 November 13, 2015 November 12, 2025 0 0.0002 March 31, 2016 March 30, 2026 846,870 0.0002 June 16, 2016 June 15, 2026 523,856 0.0002 July 6, 2016 July 5, 2026 53,426 0.0002 October 15, 2016 October 14, 2026 158,002 0.0002 December 30, 2016 December 29, 2026 10,000 0.0002 January 3, 2017 January 2, 2027 246,164 0.0002 April 13, 2017 April 12, 2027 87Table of ContentsName Class A OrdinaryShares UnderlyingOutstandingOptions ExercisePrice(US$/Share) Date of Grant Date of Expiration 1,317,158 0.0002 May 17, 2017 May 16, 2027 51,700 0.0002 July 13, 2017 July 12, 2027 135,000 0.0002 September 1, 2017 August 31, 2027 52,926 0.0002 October 13, 2017 October 12, 2027 227,346 0.0002 December 5, 2017 December 4, 2027 86,250 0.0002 December 29, 2017 December 28, 2027 98,000 0.0002 April 13, 2018 April 12, 2028 1,968,998 0.0002 May 2, 2018 May 1, 2028 298,500 0.0002 July 13, 2018 July 12, 2028 81,000 0.0002 October 15, 2018 October 14, 2028 216,000 0.0002 December 29, 2018 December 28, 2028 Total 20,871,043 *Aggregate number of shares represented by all grants of options or restricted share units to the person account for less than 1% of our totaloutstanding ordinary shares on an as-converted basis.The following table summarizes, as of March 31, 2019, the outstanding restricted share units granted to certain directors under the 2014 Plan. Name RestrictedShare Units forClass AOrdinaryShares Date of Grant Benson Bing Chung Tam * May 17, 2016 * March 7, 2017 * May 2, 2018 Dave Daqing Qi * May 17, 2016 * March 7, 2017 * May 2, 2018 Total 187,500 BVI PlanIn January 2015, Momo Technology Overseas Holding Company Limited, or Momo BVI, our wholly-owned BVI subsidiary, adopted a shareincentive plan, or the BVI Plan. The maximum number of ordinary shares issuable pursuant to awards granted under the BVI Plan is 30,000,000. TheBVI Plan is administered by the board of directors of Momo BVI or one or more committees thereof, which shall determine the participants to receiveawards, the type and number of awards to be granted to each participant, and the terms and conditions of each grant. Under the BVI Plan, Momo BVImay grant options, restricted shares or unrestricted ordinary shares to directors of Momo BVI, officers or employees of Momo BVI or its affiliates, orconsultants to Momo BVI or its affiliates.In 2015, Momo BVI granted options to purchase a total of 10,550,000 of its shares to employees and an executive of Momo InformationTechnologies Corp., its wholly-owned subsidiary incorporated in Delaware, with exercise prices ranging from US$0.10 to US$0.11 per share. Of suchawards, options to purchase an aggregate of nil shares remained outstanding as of March 31, 2019.Tantan 2015 PlanIn March 2015, Tantan adopted the 2015 Share Incentive Plan, pursuant to which a maximum aggregate of 1,000,000 ordinary shares are issuableupon exercise of awards. The board of directors of Tantan may in its discretion make adjustments to the numbers of ordinary shares to be issued. InApril 2016 and March 2017, the board of directors of Tantan approved to adjust the maximum aggregate number of ordinary shares issuable uponexercise of awards to 2,000,000 and 2,793,812, respectively. The Tantan 2015 Plan is administered by the board of directors of Tantan or anycommittee or director appointed by the board of directors of Tantan, which shall determine the grantees to receive awards, the type and number ofawards to be granted to each grantee, and the terms and conditions of each grant. Under the Tantan 2015 Plan, Tantan may grant options, ordinaryshares, cash or other rights or benefits to its directors, officers, employees, consultants or “related entities” as defined in the Tantan 2015 Plan. As ofMarch 31, 2019, options to purchase 1,308,541 ordinary shares of Tantan (excluding those already forfeited) granted under the Tantan 2015 Planremained outstanding. 88Table of ContentsTantan 2018 PlanIn July 2018, Tantan adopted the 2018 Share Incentive Plan, pursuant to which the maximum aggregate number of ordinary shares to be issuedwas initially 5,963,674, plus the number of ordinary shares additionally authorized for issuance under the Tantan 2015 Plan, in an amount equal to(i) the number of ordinary shares that were not granted pursuant to the Tantan 2015 Plan, plus (ii) the number of ordinary shares that were grantedpursuant to the Tantan 2015 Plan that have expired without having been exercised in full or have otherwise become not exercisable. The Tantan 2018Plan is administered by the board of directors of Tantan or a committee designated by the board of directors of Tantan, which shall determine theparticipants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each grant. Under theTantan 2018 Plan, Tantan may grant options, restricted shares or restricted share units to its directors, officers, employees, consultants, shareholders,subsidiaries or “related entities” as defined in the Tantan 2018 Plan. The term of the options granted under the Tantan 2018 Plan may not exceed tenyears from the date of grant, except for any amendment, modification and termination of the Tantan 2018 Plan approved by its board. As of March 31,2019, options to purchase 4,160,240 ordinary shares of Tantan (excluding those already forfeited) granted under the Tantan 2018 Plan remainedoutstanding.Employment Agreements and Indemnification AgreementsWe have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers isemployed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts ofthe executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to ourdetriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon three-month advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required byapplicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance writtennotice.Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strictconfidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law,any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or theconfidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers havealso agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during theexecutive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents,copyrights and other legal rights for these inventions, designs and trade secrets.In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or heremployment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach oursuppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us forthe purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assumeemployment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors,without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after thedate of the executive officer’s termination, or in the year preceding such termination, without our express consent.We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree toindemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made byreason of their being a director or officer of our company. 89Table of ContentsC.Board PracticesBoard of DirectorsOur board of directors consists of seven directors. A director is not required to hold any shares in our company to qualify to serve as a director. Adirector who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our companymust declare the nature of his or her interest at a meeting of the directors. Subject to applicable NASDAQ Stock Market Rules and disqualification bythe chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transactionnotwithstanding that he or she may be interested therein, and if he or she does so his or her vote shall be counted and he or she may be counted in thequorum at the relevant board meeting at which such contract or transaction or proposed contract or transaction is considered. The directors mayexercise all the powers of the company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, and to issue debenturesor other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party. None of ournon-executive directors has a service contract with us that provides for benefits upon termination of service.Committees of the Board of DirectorsWe have established an audit committee, a compensation committee and a nominating and corporate governance committee under the board ofdirectors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.Audit CommitteeOur audit committee consists of Benson Bing Chung Tam, Dr. Dave Daqing Qi and Yong Li. Mr. Tam is the chairman of our audit committee. Wehave determined that each member satisfies the “independence” requirements of the NASDAQ Stock Market Rules and Rule 10A-3 under theExchange Act, and that each of Mr. Tam and Dr. Qi qualifies as an “audit committee financial expert.” The audit committee oversees our accountingand financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among otherthings: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by theindependent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitorand control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of ourprocedures to ensure proper compliance.Compensation CommitteeOur compensation committee consists of Yong Li, Benson Bing Chung Tam and Dr. Dave Daqing Qi. Mr. Li is the chairman of our compensationcommittee. We have determined that each member satisfies the “independence” requirements of the NASDAQ Stock Market Rules. The compensationcommittee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors andexecutive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. Thecompensation committee is responsible for, among other 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; 90Table of Contents • 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 that person’sindependence from management.Nominating and Corporate Governance CommitteeOur nominating and corporate governance committee consists of Yong Li, Benson Bing Chung Tam and Dr. Dave Daqing Qi. Mr. Li is thechairperson of our nominating and corporate governance committee. We have determined that each member satisfies the “independence” requirementsof the NASDAQ Stock Market Rules. The nominating and corporate governance committee assists the board of directors in selecting individualsqualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governancecommittee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge,skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;and • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as ourcompliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and onany remedial action to be taken.Duties of DirectorsUnder Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directorsalso owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his dutiesa greater degree 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 us, our directors must ensure compliance with our memorandum and articles of association, as amended andrestated from time to time, and the class rights vested thereunder in the holders of the shares. Our company has the right to seek damages if a duty owedby our directors is breached.Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions andpowers of our board of directors include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of the officers; • exercising the borrowing powers of our company and mortgaging the property of our company; and • approving the transfer of shares in our company, including the registration of such shares in our share register.Terms of Directors and Executive OfficersOur officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold officeuntil such time as they are removed from office by ordinary resolution of the shareholders or by the unanimous written resolution of all theshareholders. A director will cease to be a director automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement orcomposition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his or her office by notice inwriting to our company; (iv) without special leave of absence from our board of directors, is absent from meetings of our board of directors for threeconsecutive meetings and the board resolves that his or her office be vacated; or (v) is removed from office pursuant to any other provision of ourmemorandum and articles of association. 91Table of ContentsD.EmployeesWe had 924, 1,244 and 2,147 employees as of December 31, 2016, 2017 and 2018, respectively. Geographically, as of December 31, 2018, wehad 1,925 employees in Beijing, 89 employees in Chengdu, 92 employees in Shanghai, 22 employees in Guangzhou, 16 employees in Tianjin, oneemployee in Hainan and two employee in the United States. The following table sets forth the numbers of our employees categorized by function as ofDecember 31, 2018. As of December 31, 2018 Function: Research and development 1,172 Customer service, sales and marketing 403 Operations and cost 317 General administration 255 Total 2,147 In addition to our full-time employees, we used 960 contract workers dispatched to us by staffing agencies as of December 31, 2018. Thesecontract workers are primarily responsible for content management and monitoring and for customer service.As required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal andprovincial governments, including housing, pension, medical insurance and unemployment insurance. We are required under Chinese law to makecontributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximumamount specified by the local government from time to time.We typically enter into standard confidentiality and employment agreements with our management and service development personnel. Thesecontracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or heremployment and for two years after the termination of his or her employment, provided that we pay compensation equal to a certain percentage of theemployee’s salary during the restriction period in accordance with applicable laws.We believe that we maintain a good working relationship with our employees, and we have not experienced any labor disputes. None of ouremployees are represented by labor unions. E.Share OwnershipFor information regarding the share ownership of our directors and officers, see “Item 7. Major Shareholders and Related Party Transactions—A.Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, SeniorManagement and Employees—B. Compensation—Share Incentive Plans.” Item 7.Major Shareholders and Related Party Transactions A.Major ShareholdersThe following table sets forth information with respect to the beneficial ownership of our shares as of March 31, 2019 by: • each of our current directors and executive officers; and • each person known to us to own beneficially more than 5% of our shares.Percentage of beneficial ownership is based on a total of 414,698,540 outstanding ordinary shares of our company as of the date of March 31,2019, comprising (i) 334,334,074 Class A ordinary shares, excluding the 9,579,726 Class A ordinary shares issued to our depositary bank for bulkissuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans, and (ii) 80,364,466Class B ordinary shares. 92Table of ContentsBeneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is thebeneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition ofsecurities or has the right to acquire such powers within 60 days. In computing the number of shares beneficially owned by a person and the percentageownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option,warrant or other right or the conversion of any other security, in both the numerator and the denominator. These shares, however, are not included inthe computation of the percentage ownership of any other person. Shares Beneficially Owned OrdinarySharesBeneficiallyOwned VotingPower Directors and executive officers**: Class AOrdinary Shares Class BOrdinary Shares %(1) %(2) Yan Tang(3) 7,137,131 80,364,466 20.8 70.9 Yong Li(4) 10,446,899 — 2.5 0.9 David Ying Zhang(5) * — * * Benson Bing Chung Tam(6) * — * * Dave Daqing Qi(7) * — * * Xiaoliang Lei(8) 9,392,355 — 2.3 0.8 Jonathan Xiaosong Zhang(9) * — * * Li Wang(10) * — * * Yongming Wu(11) * — * * Chunlai Wang(12) * — * * All directors and executive officers as a group 32,580,949 80,364,466 26.7 73.0 Principal Shareholders: Gallant Future Holdings Limited(13) 2,003,520 72,364,466 17.9 63.8 Renaissance entities(14) 22,891,406 — 5.5 2.0 Notes: *Less than 1% of our total outstanding Class A and Class B ordinary shares.**Except for Messrs. Yong Li, David Ying Zhang, Mr. Benson Bing Chung Tam, Mr. Dave Daqing Qi and Mr. Yongming Wu, the business addressfor our executive officers and directors is 20th Floor, Block B, Tower 2, Wangjing SOHO, No.1 Futongdong Street, Chaoyang District, Beijing100102, People’s Republic of China.(1)Percentage ownership is calculated by dividing the number of Class A and Class B ordinary shares beneficially owned by a given person orgroup by the sum of (i) 414,698,540 ordinary shares and (ii) and the number of shares such person or group has the right to acquire upon exerciseof option, warrant or other right within 60 days after March 31, 2019. Our Class B ordinary shares are convertible at any time by the holderthereof into Class A ordinary shares on a one-for-one basis.(2)For each person and group included in this column, percentage of voting power is calculated by 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. Each holder of Class A ordinaryshares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted tothem for vote.(3)Represent (i) 2,003,520 Class A ordinary shares represented by ADSs and 72,364,466 Class B ordinary shares held by Gallant Future HoldingsLimited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, (iii) 4,296,111 Class A ordinary shares that Mr. Tang isentitled to acquire within 60 days from March 31, 2019 upon exercise of share options held by him under our share incentive plans, and (iv)837,500 Class A ordinary shares that Mr. Tang’s spouse is entitled to acquire within 60 days from March 31, 2019 upon exercise of share optionsheld by her under our share incentive plans. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly ownedby a family trust controlled by Mr. Tang. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and iswholly beneficially owned by Mr. Tang through a family trust.(4)Represents (i) 8,046,899 Class A ordinary shares held by Joyous Harvest Holdings Limited, a company incorporated in the British Virgin Islandsand wholly owned by a family trust controlled by Mr. Li, and (ii) 2,400,000 Class A ordinary shares represented by ADSs beneficially owned byMr. Li. The business address of Mr. Li is 5/F, Block A, Lingxinghang Center, No. 8, Guangshun South Avenue, Chaoyang District, Beijing. 93Table of Contents(5)Represents (i) 2,000,001 Class A ordinary shares and ADSs held by Matrix Partners China II Hong Kong Limited, as reported on the AmendmentNo. 8 to Schedule 13D filed by Matrix Partners China II Hong Kong Limited, among others, on March 21, 2018, and (ii) the number of Class Aordinary shares represented by ADSs beneficially owned by Mr. Zhang. The percentage of beneficial ownership in this annual report wascalculated based on the total number of our Class A and Class B ordinary shares outstanding as of March 31, 2019. Matrix Partners China II HongKong Limited is a limited company incorporated in Hong Kong. Matrix Partners China II Hong Kong Limited is controlled and 90%-owned byMatrix Partners China II, L.P., and the remaining 10% shares is held by Matrix Partners China II-A, L.P. The general partner of Matrix PartnersChina II, L.P. and Matrix Partners China II-A, L.P. is Matrix China II GP GP, Ltd. The directors of Matrix China II GP GP, Ltd. are David YingZhang, Timothy A. Barrows, David Su and Yibo Shao. The business address of Mr. Zhang is Suite 2601, Taikang Financial Tower, No. 38 YardEast 3rd Ring Road North, Chaoyang District, Beijing 100026, People’s Republic of China.(6)Represents Class A ordinary shares held by Mr. Tam and Class A ordinary shares that Mr. Tam is entitled to acquire within 60 days fromMarch 31, 2019 upon the exercise of share options held by Mr. Tam under our share incentive plans. The business address of Mr. Tam is Room1-4-2503, No. 2 East Xibahe, Chaoyang District, Beijing, China.(7)Represents Class A ordinary shares and ADSs held by Mr. Qi and Class A ordinary shares that Mr. Qi is entitled to acquire within 60 days fromMarch 31, 2019 upon the exercise of share options held by Mr. Qi under our share incentive plans. The business address of Dr. Qi is Room 332,Tower E3, Oriental Plaza, 1 East Chang An Avenue, Dong Cheng District, Beijing 100738, China.(8)Represents (i) 1,301,719 Class A ordinary shares that Mr. Lei is entitled to acquire within 60 days from March 31, 2019 upon exercise of shareoptions held by him under our share incentive plans, (ii) 3,520 Class A ordinary shares represented by ADSs beneficially owned by Mr. Lei and(iii) 8,087,116 Class A ordinary shares held by First Optimal Holdings Limited, a company incorporated in the British Virgin Islands and whollyowned by a family trust controlled by Mr. Lei.(9)Represents Class A ordinary shares that Mr. Zhang is entitled to acquire within 60 days from March 31, 2019 upon exercise of share options heldby him under our share incentive plans and Class A ordinary shares represented by ADSs beneficially owned by Mr. Zhang.(10)Represents Class A ordinary shares that Mr. Wang is entitled to acquire within 60 days from March 31, 2019 upon exercise of share options heldby him under our share incentive plans and Class A ordinary shares represented by ADSs beneficially owned by Mr. Wang.(11)The business address of Mr. Wu is 8 Shenton Way, AXA Tower, #45-01, Singapore 068811.(12)Represents Class A ordinary shares that Mr. Wang is entitled to acquire within 60 days from March 31, 2019 upon exercise of share options heldby him under our share incentive plans and Class A ordinary shares represented by ADSs beneficially owned by Mr. Wang.(13)Represents 2,003,520 Class A ordinary shares represented by ADSs and 72,364,466 Class B ordinary shares held by Gallant Future HoldingsLimited. Gallant Future Holdings Limited is a company incorporated in the British Virgin Islands and wholly owned by a family trust controlledby Mr. Yan Tang. Mr. Tang has sole power to direct the voting and disposition of shares of our company directly or indirectly held by GallantFuture Holdings Limited. The registered address of Gallant Future Holdings Limited is Sertus Chambers, P.O. Box 905, Quasticky Building,Road Town, Tortola, British Virgin Islands.(14)The number of Class A ordinary shares beneficially owned is as of February 12, 2019 as reported in a Schedule 13G filed by RenaissanceTechnologies LLC, or RTC, and Renaissance Technologies Holdings Corporation, or RTHC, and consists of 11,445,703 Class A ordinary sharesrepresented by American depositary shares held by RTC. RTC is a limited liability company incorporated in Delaware whose majority ownershipis owned by RTHC, a corporation incorporated in Delaware. Each of RTC and RTHC is an investment adviser in accordance with§240.13d-1(b)(1)(ii)(E). The business address of both RTC and RTHC is 800 Third Avenue, New York, New York 10022.To our knowledge, on the same basis of calculation as above, approximately 92.5% of our total outstanding Class A ordinary shares were held byone record shareholder in the United States, namely, Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held318,783,714 Class A ordinary shares represented by 159,391,857 ADSs, including 9,579,726 Class A ordinary shares underlying 4,789,863 ADSs thatit held on reserve for our company for the purposes of future issuances upon the exercise or vesting of awards granted under our share incentive plans.The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinaryshares in the United States.Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to onevote per share, while holders of Class B ordinary shares are entitled to ten votes per share. We are not aware of any arrangement that may, at asubsequent date, result in a change of control of our company. None of our major shareholders have different voting rights apart from any Class Bordinary shares that they may hold in our company. 94Table of ContentsB.Related Party TransactionsContractual Arrangements with Beijing Momo and Its ShareholdersPRC laws and regulations currently limit foreign ownership of companies that engage in a value-added telecommunications service business inChina. As a result, we operate our relevant business through contractual arrangements between Beijing Momo IT, our PRC subsidiary, Beijing Momoand the shareholders of Beijing Momo. For a description of these contractual arrangements, see “Item 4. Information on the Company—C.Organizational Structure—Contractual Arrangements with Beijing Momo.”Transactions with our FoundersOn April 22, 2014, Joyous Harvest Holdings Limited, First Optimal Holdings Limited and Fast Prosperous Holdings Limited, which arecompanies wholly-owned by family trusts controlled by Yong Li, Xiaoliang Lei and Zhiwei Li, three of our founders, respectively, surrendered a totalof 15,651,589 ordinary shares to our company at no consideration. On the same date, we declared a special dividend of RMB402.3 million inaggregate to these shareholders, of which RMB361.8 million was paid in May 2014. RMB44.3 million (US$6.5 million) remained unpaid to theseshareholders of which RMB39.7 million (US$5.8 million) was due to related parties as of the date of this annual report. The special dividend wasapproved by the shareholders.Pursuant to the third amended and restated shareholders’ agreement dated May 15, 2014 executed in connection with the private placement ofour Series D preferred shares, each of our founders including Messrs. Yan Tang, Yong Li, Xiaoliang Lei and Zhiwei Li agreed to subject the ordinaryshares respectively held by their 100% beneficially owned BVI companies, Gallant Future Holdings Limited, Joyous Harvest Holdings Limited, FirstOptimal Holdings Limited and Fast Prosperous Holdings Limited, to our repurchase rights upon termination of employment of the founders with us.The shares subject to our repurchase rights include 96,886,370 ordinary shares then held by Gallant Future Holdings Limited, 16,846,899 ordinaryshares then held by Joyous Harvest Holdings Limited, 9,587,116 ordinary shares then held by First Optimal Holdings Limited and 8,028,026 ordinaryshares then held by Fast Prosperous Holdings Limited. If a founder terminates his employment or consulting relationship with us before April 17, 2015,we are entitled to repurchase 50% of the shares beneficially owned by such founder through the BVI holding company at a price of US$0.0001 pershare or the lowest price permitted under applicable laws. If the termination takes place after April 17, 2015 but before April 17, 2016, we are entitledto repurchase 25% of such shares on the same terms. Our repurchase rights over the ordinary shares held by Joyous Harvest Holdings Limited hasterminated upon the completion of our initial public offering in December 2014 and our repurchase rights over the ordinary shares held by GallantFuture Holdings Limited, First Optimal Holdings Limited and Fast Prosperous Holdings Limited have expired on April 17, 2016.Transactions with Affiliates of a Major ShareholderIn 2016, we (i) provided mobile marketing services to Hangzhou Alimama Technology Co., Ltd., Zhejiang Tmall Technology Co., Ltd. andTaobao (China) Software Co., Ltd.; (ii) received mobile game revenue generated through Guangzhou Aijiuyou Informational Technology Co., Ltd. andGuangzhou UC Network Technology Co., Ltd.; (iii) purchased cloud computing services from Alibaba Cloud Computing Ltd. and (iv) purchasedmarketing services from Taobao (China) Software Co., Ltd. For the year ended December 31, 2016, the total amount of service fees from HangzhouAlimama Technology Co., Ltd., Zhejiang Tmall Technology Co., Ltd and Taobao (China) Software Co., Ltd were RMB0.3 million, RMB5.5 million,and RMB1.7 million, respectively. The total amount of mobile game revenue generated through Guangzhou Aijiuyou Informational Technology Co.,Ltd. and Guangzhou UC Network Technology Co., Ltd. were RMB2.7 million and RMB61,000, respectively, and the total amount of service fees toAlibaba Cloud Computing Ltd. and Taobao (China) Software Co., Ltd. were RMB22.5 million and RMB2.2 million, respectively. Hangzhou AlimamaTechnology Co., Ltd., Alibaba Cloud Computing Ltd., Zhejiang Tmall Technology Co., Ltd., Guangzhou Aijiuyou Informational Technology Co.,Ltd., Guangzhou UC Network Technology Co., Ltd. and Taobao (China) Software Co., Ltd. are affiliates of Alibaba Investment Limited, one of ourmajor shareholders. 95Table of ContentsIn 2017, we (i) provided mobile marketing services to Hangzhou Alimama Technology Co., Ltd., Zhejiang Tmall Technology Co., Ltd. andHangzhou Yihong Advertisement Co., Ltd.; (ii) received mobile game revenue generated through Guangzhou Aijiuyou Informational Technology Co.,Ltd.; (iii) purchased cloud computing services from Alibaba Cloud Computing Ltd.; (iv) purchased marketing services from Taobao (China) SoftwareCo., Ltd. and (v) shared mobile game revenue with Guangzhou Jianyue Information Technology Co., Ltd. For the year ended December 31, 2017, thetotal amount of service fees from Hangzhou Alimama Technology Co., Ltd., Zhejiang Tmall Technology Co., Ltd and Hangzhou YihongAdvertisement Co., Ltd. were RMB2.3 million, RMB0.5 million and RMB17.7 million, respectively. The total amount of mobile game revenuegenerated through Guangzhou Aijiuyou Informational Technology Co., Ltd. were RMB1.2 million. The total amount of service fees to Alibaba CloudComputing Ltd. and Taobao (China) Software Co., Ltd. were RMB74.7 million and RMB2.3 million, respectively, and the total revenue sharing withGuangzhou Jianyue Information Technology Co., Ltd. was RMB0.8 million. Hangzhou Alimama Technology Co., Ltd., Zhejiang Tmall TechnologyCo., Ltd., Hangzhou Yihong Advertisement Co., Ltd., Guangzhou Aijiuyou Informational Technology Co., Ltd., Alibaba Cloud Computing Ltd.,Taobao (China) Software Co., Ltd. and Guangzhou Jianyue Information Technology Co., Ltd. are affiliates of Alibaba Investment Limited, one of ourmajor shareholders until November 2017.Transactions with Certain Other Related PartiesIn 2016, we provided mobile marketing services to Shanghai Xisue Network Technology Co., Ltd. For the year ended December 31, 2016, thetotal amount of service fees from Shanghai Xisue Network Technology Co., Ltd. was RMB6.0 million. Shanghai Xisue Network Technology Co., Ltd.is an affiliate of Xish International Limited, a company in which we own 17.3% equity interest and have appointed a member to its board of directors.We paid revenue sharing of live video and other services in the aggregate amount of RMB26.8 million, RMB201.1 million andRMB429.3 million (US$62.4 million) to Hunan Qindao Cultural Spread Ltd., a company in which we own 26.4% equity interest, and its subsidiaries,for the year ended December 31, 2016, 2017 and 2018 , respectively.In 2014, we entered into a game agreement with Shanghai Touch future Network Technology Co., Ltd. in which we own a 20.0% equity interest.For the year ended December 31, 2016, the total amount of remittances to Shanghai Touch future Network Technology Co., Ltd. was RMB2.3 million.In 2018, we paid revenue sharing of live video service in the aggregate amount of RMB2.0 million (US$0.3 million) to Beijing Shiyue HaofengMedia Co. Ltd., a company in which we own 30% of its equity interests.Registration RightsPursuant to the third amended and restated shareholders agreement that we entered into on May 15, 2014 with all our then shareholders inconnection with our issuance of Series D preferred shares prior to our initial public offering, we have granted certain registration rights to holders of ourregistrable securities, which include our ordinary shares issued or issuable upon conversion of our preferred shares, ordinary shares issued as a dividendfor our preferred shares, or any other ordinary shares thereafter owned or acquired by purchasers of our preferred shares in our pre-IPO privateplacements, subject to certain exceptions. Set forth below is a description of the registration rights granted under the agreement.Demand Registration Rights. Holders of at least 10% of registrable securities have the right to demand in writing, at any time after theeffectiveness of a registration statement for our initial public offering, that we file a registration statement to register their registrable securities andother holders of registrable securities who choose to participate in the offering. We, however, are not obligated to effect a demand registration if wehave already effected (i) two demand registrations or (ii) one registration pursuant to the same demand registration rights or the F-3 registration rightswithin the six-month period preceding the date of such request. We have the right to defer the filing of a registration statement up to 90 days if ourboard of directors determines in good faith that the registration at such time would be materially detrimental to us and our shareholders, provided thatwe may not utilize this right more than twice in any 12-month period.Form F-3 Registration Rights. When we are eligible for registration on Form F-3, upon a written request from the holders of at least 10% of theregistrable securities then outstanding, we must file a registration statement on Form F-3 covering the offer and sale of the registrable securities by therequesting shareholders and other holders of registrable securities who choose to participate in the offering. There is no limit on the number of theregistration made pursuant to this registration right. We, however, are not obligated to effect such registration if, among other things, (i) the aggregateanticipated price of such offering is less than US$1,000,000, or (ii) we have, within six months period preceding the date of such request, alreadyeffected a registration pursuant to an exercise of demand registration rights or piggyback registration rights. We may defer filing of a registrationstatement on Form F-3 no more than once during any twelve month period for up to 60 days if our board of directors determines in good faith thatfiling such registration statement will be materially detrimental to us and our shareholders. 96Table of ContentsPiggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities other than relating to a demandregistration right, F-3 registration right, an employee benefit plan or a corporate reorganization, then we must offer holders of registrable securities anopportunity to include in this registration all or any part of their registrable securities. The underwriters of any underwritten offering may in good faithallocate the shares to be included in the registration statement first to us, and second to each requesting holder of registrable securities on a pro ratabasis, subject to certain limitations.Expenses of Registration. We will pay all registration expenses and all participating holders of registrable securities will pay the underwritingdiscounts and selling commissions relating to any demand, Form F-3, or piggyback registration. However, we are not obligated to pay any expensesrelating to a demand registration if the registration request is subsequently withdrawn at the request of holders of a majority of the registrable securitiesto be registered, subject to certain exceptions.Termination of Obligations. The registration rights set forth above shall terminate on the earlier of (i) the date that is five years after thecompletion of our initial public offering, (ii) the date of the completion of a liquidation event, or (iii) as to any holder of registrable securities, the timewhen all registrable securities held by such holder may be sold in any three-month period without restriction pursuant to Rule 144 under the SecuritiesAct.Employment Agreements and Indemnification AgreementsSee “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.”Share Incentive Plans“Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” C.Interests of Experts and CounselNot applicable. Item 8.Financial Information A.Consolidated Statements and Other Financial InformationWe have appended consolidated financial statements filed as part of this annual report. 97Table of ContentsLegal ProceedingsOther than five civil complaints raised against us in China, we are currently not a party to any material legal or administrative proceedings. OnOctober 22, 2015, we were served a civil complaint by Guangzhou Tian He People’s Court in which the plaintiff claimed that Xiaoyao Xiyou, a gamethat we previously operated and have ceased operating since November 2017, infringed upon the plaintiff’s copyright in works of literature and art of agame, constituting unfair competition. The plaintiff demanded that we cease the infringement and pay compensation and legal costs totalingapproximately RMB10 million (US$1.5 million). On August 31, 2017, Guangzhou Tian He People’s Court ruled a civil judgement of first-instance,which ordered us and the developer of Xiaoyao Xiyou to cease the infringement and pay compensation in the amount of RMB5.0 million (US$0.8million) to the plaintiff. The developer of Xiaoyao Xiyou filed an appeal to Guangzhou Intellectual Property Court. On September 27, 2018,Guangzhou Intellectual Property Court ruled a civil judgement of final-instance, which ordered us and the developer of Xiaoyao Xiyou to cease theinfringement and pay compensation in the amount of RMB4.0 million (US$0.6 million) to the plaintiff. We paid the compensation in full to theplaintiff on October 10, 2018. The plaintiff filed a re-trial application to the Guangdong Provincial Higher People’s Court for revoking the civiljudgement of final-instance ruled by the Guangzhou Tian He People’s Court. The re-trial hearing has yet to be carried out as of the date of this annualreport. On February 20, 2019, we were served four civil complaints by Shenzhen Intermediate People’s Court in which the plaintiff claimed that ourapp infringed upon the plaintiff’s four patents. The plaintiff demanded that we cease the infringement and compensate its loss and legal costs totalingapproximately RMB 4 million (US$0.6 million) in relation to the four patents under the four complaints. The hearings have yet to be carried out as ofthe date of this annual report. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinarycourse of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost anddiversion of our resources, including our management’s time and attention. See also “Item 3. Key Information on the Company—D. Risk Factors—Risks Related to Our Business and Industry—We have been and may be subject to intellectual property infringement claims or other allegations bythird parties for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, which may materially andadversely affect our business, financial condition and prospects.” and “Item 3. Key Information on the Company—D. Risk Factors—Risks Related toDoing Business in China—If we fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environmentapplicable to our businesses in China, or if we are required to take compliance actions that are time-consuming or costly, our business, financialcondition and results of operations may be materially and adversely affected.”Dividend PolicyOur board of directors has discretion on whether to distribute dividends, subject to our memorandum and articles of association and certainrestrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that itis able to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend,but no dividend may exceed the amount recommended by our directors. Even if our board of directors decides to pay dividends, the form, frequencyand amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictionsand other factors that the board of directors may deem relevant.With shareholders’ approval, we declared a special dividend to certain holders of our ordinary shares in the amount of RMB402.3 million(US$64.5 million) in April 2014, of which RMB361.8 million (US$58.0 million) was paid. The special dividend was paid out of our share premium.Our board of directors declared a special cash dividend in the amount of US$0.62 per ADS, or US$0.31 per ordinary share, in March 2019. The cashdividend will be paid on April 30, 2019 to shareholders of record at the close of business on April 5, 2019. The ex-dividend date was April 4, 2019.The aggregate amount of cash dividends to be paid is approximately US$128 million, which will be funded by surplus cash on our balance sheet. Ourboard of directors decides the timing, amount and form of any future dividends, if any, based on, among other things, our future results of operationsand cash 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. We had declared special cash dividends in the past and may do soin the future. However, we do not have any committed plan to pay cash dividends in the foreseeable future. We intend to retain most of our availablefunds and any future earnings for use in the operation and expansion of our business. As of December 31, 2018, we did not declare any dividends.We are a holding company registered by way of continuation into the Cayman Islands. We may rely on dividends from our subsidiary in Chinafor our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiary topay dividends to us. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Dividend Distribution”and “—Regulation—Regulations Relating to Taxation.” 98Table of ContentsIf we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the depositagreement, including the fees and expenses payable thereunder. See “Item 12. Description of Securities Other than Equity Securities—D. AmericanDepositary Shares.” Cash dividends on our Class A 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 audited consolidatedfinancial statements included in this annual report. Item 9.The Offer and Listing A.Offering and Listing DetailsOur ADSs have been listed on The NASDAQ Global Select Market since December 11, 2014. Our ADSs currently trade on The NASDAQ GlobalSelect Market under the symbol “MOMO.” One ADS represented two Class A ordinary shares. B.Plan of DistributionNot applicable. C.MarketsOur ADSs have been listed on NASDAQ Global Select Market since December 11, 2014 under the symbol “MOMO.” D.Selling ShareholdersNot applicable. E.DilutionNot applicable. F.Expenses of the IssueNot applicable. Item 10.Additional Information A.Share CapitalNot applicable. B.Memorandum and Articles of AssociationWe incorporate by reference into this annual report the description of our second amended and restated memorandum and articles of associationcontained in our F-1 registration statement (File No. 333-199996), as amended, initially filed with the SEC on November 7, 2014. The second amendedand restated memorandum and articles of association was adopted by our shareholders by unanimous resolutions on November 28, 2014, and becameeffective upon completion of our initial public offering of our Class A ordinary shares represented by ADSs. C.Material ContractsWe have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4.Information on the Company” or elsewhere in this annual report on Form 20-F. 99Table of ContentsD.Exchange ControlsSee “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange.” E.TaxationCayman Islands TaxationThe Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is notaxation 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 the CaymanIslands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the CaymanIslands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are noexchange control regulations or currency restrictions in the Cayman Islands.People’s Republic of China TaxationUnder the PRC Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008, as amended on September 1, 2011,February 24, 2017 and further amended on December 29, 2018, an enterprise established outside the PRC with “de facto management bodies” withinthe PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income taxrate on its worldwide income.On April 22, 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-ControlledOverseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which providescertain specific criteria for determining whether the “de facto management body” of a PRC controlled enterprise that is incorporated offshore is locatedin China. Further to SAT Circular 82, on July 27, 2011, the SAT issued the Administrative Measures for Enterprise Income Tax of Chinese-ControlledOffshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, to provide more guidance on the implementation of SAT Circular 82; thebulletin became effective on September 1, 2011 and was further amended on October 1, 2016. SAT Bulletin 45 clarified certain issues in the areas ofresident status determination, post-determination administration and competent tax authorities procedures. According to SAT Circular 82, an offshoreincorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered as a PRC tax resident enterprise by virtue ofhaving its “de facto management body” in China only if all of the following conditions are met: (a) the senior management and core managementdepartments in charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions aresubject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files ofits board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the enterprise’s directors or senior management withvoting rights habitually reside in the PRC. Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlledby PRC enterprises or PRC enterprise groups and not those controlled by PRC individuals or foreigners, the determination criteria set forth therein mayreflect the SAT’s general position on how the term “de facto management body” could be applied in determining the tax resident status of offshoreenterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners.We do not believe Momo Inc. meets all of the criteria described above. We believe that none of Momo Inc. and its subsidiaries outside of Chinais a PRC tax resident enterprise, because none of them is controlled by a PRC enterprise or PRC enterprise group, and because their records (includingthe resolutions of its board of directors and the resolutions of shareholders) are maintained outside the PRC. However, as 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 “de factomanagement body” when applied to our offshore entities, we may be considered as a resident enterprise and may therefore be subject to PRC enterpriseincome tax at 25% on our global income. In addition, if the PRC tax authorities determine that our company is a PRC resident enterprise for PRCenterprise income tax purposes, dividends paid by us to non-PRC holders may be subject to PRC withholding tax, and gains realized on the sale orother disposition of ADSs or ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case ofnon-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such dividends or gains are deemed to be from PRCsources. Any such tax may reduce the returns on your investment in the ADSs. 100Table of ContentsIf we are considered a “non-resident enterprise” by the PRC tax authorities, the dividends paid to us by our PRC subsidiaries will be subject to a10% withholding tax. The EIT Law also imposes a withholding income tax of 10% on dividends distributed by an foreign invested enterprise to itsimmediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without anyestablishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holdingcompany within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a differentwithholding arrangement. The Cayman Islands, where our Company is incorporated does not have such tax treaty with China. Our US subsidiary is notan immediate holding company of any of our PRC subsidiaries. Under the Arrangement Between the PRC and the Hong Kong Special AdministrativeRegion on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, the dividendwithholding tax rate may be reduced to 5%, if a Hong Kong resident enterprise that receives a dividend is considered a non-PRC tax resident enterpriseand holds at least 25% of the equity interests in the PRC enterprise distributing the dividends, subject to approval of the PRC local tax authority.However, if the Hong Kong resident enterprise is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations,such dividends may remain subject to withholding tax at a rate of 10%. Accordingly, Momo Technology HK Company Limited may be able to enjoythe 5% withholding tax rate for the dividends it receives from its PRC subsidiaries if it satisfies the relevant conditions under tax rules and regulations,and obtains the approvals as required.According to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises issuedby the PRC State Administration of Taxation on December 10, 2009, with retroactive effect from January 1, 2008, or SAT Circular 698, where anon-resident enterprise transfers the equity interests in a PRC resident enterprise indirectly through a disposition of equity interests in an overseasholding company (other than a purchase and sale of shares issued by a PRC resident enterprise in public securities market), or an Indirect Transfer, andsuch overseas holding company is located in a tax jurisdiction that: (a) has an effective tax rate less than 12.5% or (b) does not tax foreign income of itsresidents, the non-resident enterprise, as the seller, shall report such Indirect Transfer to the competent tax authority of the PRC resident enterprisewithin 30 days of execution of the equity transfer agreement for such Indirect Transfer. The PRC tax authority will examine the true nature of theIndirect Transfer, and if the tax authority considers that the foreign investor has adopted an abusive arrangement without reasonable commercialpurposes and for the purpose of avoiding or reducing PRC tax, they will disregard the existence of the overseas holding company that is used for taxplanning purposes and re-characterize the Indirect Transfer. As a result, gains derived from such Indirect Transfer may be subject to PRC withholdingtax at the rate of up to 10%. SAT Circular 698 also points out that when a non-resident enterprise transfers its equity interests in a PRC residententerprise to its related parties at a price lower than the fair market value, the competent tax authorities have the power to make a reasonable adjustmenton the taxable income of the transaction.On February 3, 2015, the SAT issued a Public Notice on Several Issues Relating to Enterprise Income Tax on Transfer of Assets between Non-resident Enterprises, or Public Notice 7, to supersede existing provisions in relation to the Indirect Transfer as set forth in Circular 698, while the otherprovisions of Circular 698 remain in force. Public Notice 7 introduces a new tax regime that is significantly different from that under Circular 698.Public Notice extends its tax jurisdiction to capture not only Indirect Transfer as set forth under Circular 698 but also transactions involving transfer ofimmovable property in China and assets held under the establishment and place in China of a foreign company through the offshore transfer of aforeign intermediate holding company. Public Notice 7 also addresses transfer of the equity interest in a foreign intermediate holding company widely.In addition, Public Notice 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and introduces safe harborscenarios applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee of the IndirectTransfer as they have to make self-assessment on whether the transaction should be subject to PRC tax and to file or withhold the PRC tax accordingly.In October 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-residentEnterprise Income Tax at Source, or Bulletin 37, which came into effect on December 1, 2017. The Bulletin 37 replaced and superseded, among othercirculars, Circular 698, and further clarifies the practice and procedure of the withholding of non-resident enterprise income tax. Where a non-residententerprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, thenon-resident enterprise as either the transferor or the transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transferto the relevant tax authority.Where non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lackreasonable commercial purpose, we and our non-resident investors may become at risk of being taxed under Bulletin 37 and Public Notice 7 and maybe required to expend valuable resources to comply with Bulletin 37 and Public Notice 7 or to establish that we should not be taxed under Bulletin 37and Public Notice 7, which may have a material adverse effect on our financial condition and results of operations or the non-resident investors’investments in us. 101Table of ContentsThe PRC tax authorities have the discretion under SAT Circular 59, Bulletin 37 and Public Notice 7 to make adjustments to the taxable capitalgains based on the difference between the fair value of the equity interests transferred and the cost of investment. We may pursue acquisitions in thefuture that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and ifthe PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59, Bulletin 37 and Public Notice 7, ourincome tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and resultsof operations.United States Federal Income Tax ConsiderationsThe following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our ADSsor ordinary shares by a U.S. Holder (as defined below) that holds our ADSs or ordinary shares as “capital assets” (generally, property held forinvestment) under the United States Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing United Statesfederal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the InternalRevenue Service, or the IRS, with respect to any United States federal income tax consequences described below, and there can be no assurance that theIRS or a court will not take a contrary position. This discussion does not discuss all aspects of United States federal income taxation that may beimportant to particular investors in light of their individual investment circumstances, including investors subject to special tax rules that may differsignificantly from those discussed below (including for example, financial institutions, insurance companies, regulated investment companies, realestate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, tax-exempt organizations (including privatefoundations), holders who are not U.S. Holders, holders who own (directly, indirectly or constructively) 10% or more of our stock (by vote or value),holders who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation, investors that will hold theirADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for United States federal income taxpurposes, investors required to accelerate the recognition of any item of gross income with respect to our ADSs or ordinary shares as a result of suchincome being recognized on an applicable financial statement; or investors that have a functional currency other than the United States dollar). Thisdiscussion, moreover, does not address the United States federal estate, gift, Medicare or alternative minimum tax, or any non-United States, state, orlocal tax considerations of the ownership and disposition of our ADSs or ordinary shares. Each U.S. Holder is urged to consult its tax advisor regardingthe United States federal, state, local, non-United States income, and other tax considerations of an investment in our ADSs or ordinary shares.GeneralFor purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for United States federal income taxpurposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United Statesfederal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (iii) an estatethe income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) theadministration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have theauthority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ADSs orordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of thepartnership. Partnerships holding our ADSs or ordinary shares and their partners are urged to consult their tax advisors regarding an investment in ourADSs or ordinary shares.For United States federal income tax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of theunderlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner.Accordingly, deposits or withdrawals of ordinary shares for ADSs will generally not be subject to United States federal income tax. 102Table of ContentsPassive Foreign Investment Company ConsiderationsA non-United States corporation, such as our company, will be classified as a “passive foreign investment company,” or PFIC, for United Statesfederal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” incomeor (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or areheld for the production of passive income (the “asset test”). For this purpose, cash and assets readily convertible into cash are categorized as passiveassets, and the company’s goodwill and other unbooked intangibles associated with our active business are taken into account as nonpassive assets.Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will betreated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own,directly or indirectly, 25% or more (by value) of the stock.Although the law in this regard is not entirely clear, we treat Beijing Momo as being owned by us for United States federal income tax purposes,because we control its management decisions and we are entitled to substantially all of the economic benefits associated with this entity, and, as aresult, we consolidate the results of its operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we do notown the stock of Beijing Momo for United States federal income tax purposes, we would likely be treated as a PFIC for the taxable year endedDecember 31, 2018 and would anticipate being a PFIC for future taxable years. Assuming that we are the owner of Beijing Momo for United Statesfederal income tax purposes and based upon our income and assets and the value of our ADSs, we do not believe that we were a PFIC for the taxableyear ended December 31, 2018 and do not anticipate becoming a PFIC in the foreseeable future.While we do not anticipate being a PFIC in the current taxable year or the foreseeable future, there can be no assurance in this regard because thedetermination of whether we will be or become a PFIC is a factual determination made annually that will depend, in part, upon the composition of ourincome and assets. Fluctuations in the market price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years because thevalue of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to themarket price of our ADSs from time to time (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we havetaken into account our current market capitalization. If our market capitalization subsequently declines, we may be or become classified as a PFIC forthe current taxable year or future taxable years. In addition, the composition of our income and our assets will be affected by how, and how quickly, wespend our liquid assets. Under circumstances where our revenue from activities that produce passive income significantly increase relative to ourrevenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our riskof becoming classified as a PFIC may substantially increase.Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification ofcertain income or assets as non-passive, or our valuation of our goodwill and other unbooked intangibles, each of which may result in our companybecoming classified as a PFIC for the current or subsequent taxable years. For example, the IRS may challenge the classification of certain of ournon-passive revenues as passive royalty income, which would result in a portion of our goodwill as being treated as a passive asset. If we are classifiedas a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for allsucceeding years during which such U.S. Holder holds our ADSs or ordinary shares.The discussion below under “Dividends” and “Sale or Other Disposition of ADSs or Ordinary Shares” is written on the basis that we will not beclassified as a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are treated as a PFIC aregenerally discussed below under “Passive Foreign Investment Company Rules.” 103Table of ContentsDividendsSubject to the discussion below under “Passive Foreign Investment Company Rules,” any cash distributions (including the amount of any PRCtax withheld) paid on our ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under United States federalincome tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructivelyreceived by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine ourearnings and profits on the basis of United States federal income tax principles, any distribution we pay will generally be treated as a “dividend” forUnited States federal income tax purposes. A non-corporate U.S. Holder will be subject to tax on dividend income from a “qualified foreigncorporation” at a lower applicable capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certainholding period requirements are met. A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in whichthe dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefitsof a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of thisprovision and which includes an exchange of information program, or (ii) with respect to any dividend it pays on stock (or ADSs in respect of suchstock) which is readily tradable on an established securities market in the United States. Our ADSs are listed on the NASDAQ Global Select Market,which is an established securities market in the United States, and the ADSs are readily tradable. Thus, the dividends we pay on our ADSs are expectedto satisfy the conditions required for the reduced tax rates, but there can be no assurance that our ADSs will continue to be considered readily tradableon an established securities market in later years. Since we do not expect that our ordinary shares will be listed on an established securities market, it isunclear whether dividends that we pay on our ordinary shares that are not represented by ADSs will meet the conditions required for the reduced taxrate. However, in the event we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “People’s Republic of ChinaTaxation” above), we may be eligible for the benefits of the United States-PRC income tax treaty. If we are eligible for such benefits (which theSecretary of the Treasury of the United States has determined is satisfactory for this purpose), dividends we pay on our ADSs or ordinary shares,regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation. U.S. Holders are urged to consulttheir tax advisors regarding the availability of the reduced tax rate on dividends with respect to our ADSs or ordinary shares in their particularcircumstances. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends-received deduction allowed to corporations.Dividends will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitutepassive category income. In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, a U.S. Holder maybe subject to PRC withholding taxes on dividends paid on our ADSs or ordinary shares. Depending on the U.S. Holder’s individual facts andcircumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit not in excess of any applicabletreaty rate in respect of any foreign withholding taxes imposed on dividends received on our ADSs or ordinary shares. A U.S. Holder who does not electto claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of suchwithholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax creditare complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged toconsult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.Sale or Other Disposition of ADSs or Ordinary SharesSubject to the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or lossupon the sale or other disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the dispositionand the U.S. Holder’s adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term if the ADSs or ordinary shares havebeen held for more than one year and will generally be United States-source gain or loss for United States foreign tax credit purposes. Long-term capitalgains of non-corporate taxpayers are currently eligible for reduced rates taxation. In the event that gain from the disposition of the ADSs or ordinaryshares is subject to tax in the PRC, such gain may be treated as PRC-source gain under the United States-PRC income tax treaty. The deductibility of acapital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposedon a disposition of our ADSs or ordinary shares, including the availability of the foreign tax credit under their particular circumstances. 104Table of ContentsPassive Foreign Investment Company RulesIf we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makesa mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless ofwhether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxableyear to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S.Holder’s holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, of ADSs orordinary shares. Under the PFIC rules: • the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; • the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year inwhich we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; • the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicableto the U.S. Holder for that year; and • an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to eachprior taxable year, other than a pre-PFIC year.If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our subsidiaries is also a PFIC, suchU.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of theserules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to suchstock, provided that such stock is “regularly traded” within the meaning of applicable United States Treasury regulations. For those purposes, ourADSs, but not our ordinary shares, are treated as marketable stock on the NASDAQ Global Select Market. We believe that our ADSs should qualify asbeing regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the U.S. Holder will generally (i) include asordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over theadjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value ofsuch ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as aresult of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting fromthe mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporationceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the gain or loss described above during any period that suchcorporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or otherdisposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss willonly be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to thePFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for UnitedStates federal income tax purposes.We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result intax treatment different from the general tax treatment for PFICs described above.If a U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual IRSForm 8621 or such other form as is required by the United States Treasury Department. Each U.S. Holder is urged to consult its tax advisor concerningthe United States federal income tax consequences of holding and disposing ADSs or ordinary shares if we are or become treated as a PFIC, includingthe possibility of making a mark-to-market election and the unavailability of the election to treat us as a qualified electing fund. F.Dividends and Paying AgentsNot applicable. 105Table of ContentsG.Statement by ExpertsNot applicable. H.Documents on DisplayWe previously filed with the SEC our registration statement on Form F-1, as amended, and the related prospectus under the Securities Act of1933, with respect to our Class A ordinary shares. We are subject to the periodic reporting and other informational requirements of the Exchange Act.Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-Fwithin four months after the end of each fiscal year, which is December 31. Copies of reports and other information, when so filed, may be inspectedwithout charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580,Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the Commission at1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other informationregarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules underthe Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholdersare exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review ofoperations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings andother reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports andcommunications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice ofa shareholders’ meeting received by the depositary from us.In accordance with NASDAQ Stock Market Rule 5250(d), we will post this annual report on Form 20-F on our website at http://ir.immomo.com. Inaddition, we will provide hardcopies of our annual report free of charge to shareholders and ADS holders upon request. I.Subsidiary InformationNot applicable. Item 11.Quantitative and Qualitative Disclosures about Market RiskInterest Rate RiskOur exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bankdeposits. We generated interest income of RMB54.6 million, RMB145.6 million and RMB272.9 million (US$39.7 million) for the years endedDecember 31, 2016, 2017 and 2018, respectively. We had cash, cash equivalents and term deposits of RMB11,292.6 million (US$1,642.4 million) asof December 31, 2018. Assuming such amount of cash and cash equivalents were held entirely in interest-bearing bank deposits, a hypothetical onepercentage point (100 basis-point) decrease in interest rates would decrease our interest income from these interest-bearing bank deposits for one yearby approximately RMB112.9 million (US$16.4 million). Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to,nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short ofexpectations due to changes in market interest rates.Foreign Exchange RiskOur revenues and costs are mostly denominated in RMB, and a significant portion of our financial assets are also denominated in RMB. Prior toOctober 1, 2018, our reporting currency was the U.S. dollar and our financial information that used RMB as the functional currency had been translatedinto U.S. dollars in our consolidated financial statements prepared before October 1, 2018. Effective from October 1, 2018, we changed our reportingcurrency from U.S. dollar to RMB. Due to foreign currency translation adjustments, we had a foreign currency translation adjustment ofRMB272.9 million, RMB117.5 million and RMB313.6 million (US$45.6 million) in 2016, 2017 and 2018, respectively. Appreciation or depreciationin the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to anyunderlying change in our business or results of operations. 106Table of ContentsWe do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments tohedge exposure to such risk. Although in general our exposure to foreign exchange risks should be limited, the value of your investment in our ADSswill still be affected by the exchange rate between U.S. dollar and RMB because the value of our business is effectively denominated in RMB, whileour ADSs will be traded in U.S. dollars. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to theU.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, thisappreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB hasfluctuated against the U.S. dollar, at times significantly and unpredictably. In August 2015, the People’s Bank of China changed the way it calculatesthe mid-point price of Renminbi against the U.S. dollar, requiring the market-makers who submit for reference rates to consider the previous day’sclosing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. The value of the Renminbi depreciatedapproximately 5.8% against the U.S. dollar in 2015 and further by approximately 6.3% in 2016. It is difficult to predict whether the depreciation willcontinue and how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk.As of December 31, 2018, we had U.S. dollar-denominated cash and cash equivalents and term deposits of US$535.9 million. If the U.S. dollarhad appreciated or depreciated by 10% against the RMB, our U.S. dollar-denominated cash and cash equivalents and time deposits as of December 31,2018 would have increased or decreased by RMB368.5 million in RMB terms. Item 12.Description of Securities Other than Equity Securities A.Debt SecuritiesNot applicable. B.Warrants and RightsNot applicable. C.Other SecuritiesNot applicable. D.American Depositary SharesFees and Charges Our ADS holders May Have to PayDeutsche Bank Trust Company Americas, the depositary of our ADS program, collects its fees for delivery and surrender of ADSs directly frominvestors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees formaking distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by chargingthe book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees forthose services are paid. The depositary’s principal office at which the ADSs will be administered is located at 60 Wall Street, New York, NY 10005,USA. The principal executive office of the depositary is located at 60 Wall Street, New York, NY 10005, USA. 107Table of ContentsService Fees• To any person to which ADSs are issued or to any person to which adistribution is made in respect of ADS distributions pursuant to stockdividends or other free distributions of stock, bonus distributions, stocksplits or other distributions (except where converted to cash) Up to US$0.05 per ADS issued• Cancelation of ADSs, including termination of the deposit agreement Up to US$0.05 per ADS canceled• Distribution of cash dividends Up to US$0.05 per ADS held• Distribution of cash entitlements (other than cash dividends) and/or cashproceeds, including proceeds from the sale of rights, securities and otherentitlements Up to US$0.05 per ADS held• Distribution of ADSs pursuant to exercise of rights. Up to US$0.05 per ADS held• Depositary services Up to US$0.05 per ADS held on the applicable recorddate(s)established by the depositary bankFees and Other Payments Made by the Depositary to UsThe depositary has agreed to reimburse us annually for our expenses incurred in connection with the administration and maintenance of our ADSfacility including, but not limited to, investor relations expenses, other program related expenses related to our ADS facility and the travel expense ofour key personnel in connection with such programs. The depositary has also agreed to provide additional payments to us based on the applicableperformance indicators relating to our ADS facility. There are limits on the amount of expenses for which the depositary will reimburse us, but theamount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. For the year endedDecember 31, 2018, we were entitled to receive approximately RMB11.7 million (US$1.7 million) (after withholding tax) from the depositary asreimbursement for our expenses incurred in connection with, among other things, investor relationship programs related to the ADS facility and thetravel expense of our key personnel in connection with such programs. This amount has been fully paid to us as of the date of this annual report.PART II Item 13.Defaults, Dividend Arrearages and DelinquenciesNone. Item 14.Material Modifications to the Rights of Security Holders and Use of ProceedsThe following “Use of Proceeds” information relates to our initial public offering of 18,400,000 ADSs representing 36,800,000 of our Class Aordinary shares, including 2,400,000 ADSs representing 4,800,000 Class A ordinary shares sold pursuant to the full exercise of over-allotment optionby the underwriters, at an initial offering price of US$13.50 per ADS, which was completed in December 2014.After deducting the total expenses of approximately US$17.4 million and other expenses of approximately US$4.4 million, we received netproceeds of approximately US$226.7 million from our initial public offering. Concurrently with the initial public offering, we completed a privateplacement and received an additional US$60.0 million. As of December 31, 2018, we had used an insignificant amount of net proceeds received fromthe initial public offering because the net cash provided by our operations was sufficient to cover our capital needs.None of the net proceeds from our initial public offering were directly or indirectly paid to the directors, officers, general partners of our companyor their associates, persons owning 10% or more of our ordinary shares, or our affiliates. 108Table of ContentsItem 15.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresOur management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosurecontrols and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under theExchange Act.Based upon that evaluation, our management has concluded that, as of December 31, 2018, our disclosure controls and procedures were effective in ensuring that theinformation required 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 timeperiods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act isaccumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regardingrequired 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 Rule 13a-15(c) of the Exchange Act, based on criteria establishedin the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our evaluationdid not include Tantan Limited which was acquired in May 2018 and whose total assets and net revenues constituted 31.1% of our consolidated total assets as of December31, 2018 and 3.1% of our consolidated net revenues for the year ended December 31, 2018, respectively. Based on this evaluation, our management has concluded that ourinternal control over financial reporting was effective as of December 31, 2018.Designing and implementing an effective financial reporting system is a continuous effort that requires us to devote significant resources to maintain a financialreporting system that adequately satisfies our reporting obligations. Because of its inherent limitations, internal control over financial reporting may not prevent or detectmisstatements. 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.Our independent registered public accounting firm, Deloitte Touche Tohmatsu Certified Public Accountants LLP, has issued an attestation report on our internal controlover financial reporting. That attestation report appears below.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF MOMO INC.Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of Momo Inc. (the “Company”) its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’subsidiaries (collectively, the “Group”) as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control overfinancial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financialstatements as of and for the year ended December 31, 2018, of the Group and our report dated April 26, 2019, expressed an unqualified opinion on those consolidatedfinancial statements and included an explanatory paragraph regarding the change of reporting currency from U.S. dollars to Renminbi and convenience translation ofRenminbi amounts into United States dollar amounts.As described in the Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control overfinancial reporting at Tantan Limited, which was acquired in May 2018 and whose financial statements constitute 31.1% of total assets and 3.1% of net revenues of theconsolidated financial statement amounts as of and for the year ended December 31, 2018. Accordingly, our audit did not include the internal control over financial reportingat Tantan Limited.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to expressan opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the PCAOB. 109Table of ContentsWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit includedobtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary inthe circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could havea material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate./s/ Deloitte Touche Tohmatsu Certified Public Accountants LLPBeijing, the People’s Republic of ChinaApril 26, 2019 110Table of ContentsChanges in Internal Control over Financial ReportingThere were no significant changes in our internal controls over financial reporting during the year ended December 31, 2018 that have materiallyaffected, or are reasonably likely to materially affect, our internal controls over financial reporting. We may identify additional control deficiencies inthe future. Should we discover such deficiencies, we intend to remediate them as soon as possible. Item 16A.Audit Committee Financial ExpertOur board of directors has determined that each of Mr. Benson Bing Chung Tam and Dr. Dave Daqing Qi, independent directors (under thestandards set forth in NASDAQ Stock Market Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act) and members of our audit committee, is anaudit committee financial expert. Item 16B.Code of EthicsOur board of directors has adopted a code of ethics that applies to our directors, officers and employees, including certain provisions thatspecifically apply to our senior officers, including our chief executive officer, chief financial officer, other chief senior officers, senior finance officer,controller, senior vice presidents, vice presidents and any other persons who perform similar functions for us. We have filed our code of businessconduct and ethics as Exhibit 99.1 to our registration statement on Form F-1 (File Number 333-199996), as amended, initially filed with the SEC onNovember 7, 2014. The code is also available on our official website under the corporate governance section at our investor relations websitehttp://ir.immomo.com. 111Table of ContentsItem 16C.Principal Accountant Fees and ServicesThe following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered byDeloitte Touche Tohmatsu Certified Public Accountants LLP, our principal external accounting firm, for the periods indicated. 2017 2018 (in RMB thousands) Audit fees(1) 10,911 15,575 Audit-related fees(2) — — Tax fees(3) 610 1,074 Notes: (1)“Audit fees” represents the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountingfirm for the audit of our annual financial statements or services that are normally provided by the auditors in connection with statutory andregulatory filings or engagements.(2)“Audit-related fees” represents the aggregate fees billed for professional services rendered by our principal accounting firm for the assurance andrelated services, which mainly included the audit and review of financial statements and are not reported under “Audit Fees” above.(3)“Tax fees” represents the aggregate fees billed for professional services rendered by our principal accounting firm for tax compliance, tax adviceand tax planning.The policy of our audit committee is to pre-approve all audit and non-audit services provided by Deloitte Touche Tohmatsu Certified PublicAccountants LLP, including audit services, audit-related services and tax services as described above, other than those for de minimis services whichare approved by the audit committee prior to the completion of the audit. Item 16D.Exemptions from the Listing Standards for Audit CommitteesNot applicable. Item 16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersNone. Item 16F.Change in Registrant’s Certifying AccountantNot applicable. Item 16G.Corporate GovernanceNASDAQ Stock Market Rule 5620 requires each issuer to hold an annual meeting of shareholders no later than one year after the end of theissuer’s fiscal year-end. However, NASDAQ Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” incertain corporate governance matters. Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, has provided a letter to the NASDAQ StockMarket certifying that under Cayman Islands law, we are not required to hold annual shareholders meetings every year. We followed home countrypractice and did not hold an annual meeting of shareholders in 2018. We may, however, hold annual shareholders meetings in the future.We also rely on an exemption afforded to controlled companies. We are a “controlled company” as defined under the Nasdaq Stock Market Rulesbecause Yan Tang, our co-founder, chairman and chief executive officer, beneficially owns more than 50% of our total voting power. For so long as weremain a controlled company under that definition, we are permitted to elect to rely on certain exemptions from corporate governance rules. Wecurrently rely on an exemption from the rule that a majority of the board of directors must be independent directors. Currently, a majority of themembers of our board of directors are not independent directors.Other than the practice described above, there are no significant differences between our corporate governance practices and those followed byU.S. domestic companies under NASDAQ Stock Market Rules. Item 16H.Mine Safety DisclosureNot applicable. 112Table of ContentsPART III Item 17.Financial StatementsWe have elected to provide financial statements pursuant to Item 18. Item 18.Financial StatementsFor the years ended December 31, 2018, we identified three operating segments, including Momo’ service lines, Tantan’s service lines andQOOL’s service line. We primarily operate in the PRC and substantially all of our long-lived assets are located in the PRC. Our chief operatingdecision maker evaluates our performance based on each reporting segment’s net revenue, operating cost and expenses, operating income, as well asnet income.The consolidated financial statements of our company and our three operating segments are included at the end of this annual report. Item 19.Exhibits ExhibitNumber Description of Document1.1 Second amended and restated memorandum and articles of association of the Registrant (incorporated by reference to Exhibit 3.2 of ourregistration statement on Form F-1, as amended (file no. 333-199996), filed with the SEC on November 28, 2014)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 on Form F-1,as amended (file no. 333-199996), filed with the SEC on November 28, 2014)2.3 Deposit agreement dated December 10, 2014 among the Registrant, the depositary and holders and beneficial owners of Americandepositary shares evidenced by American depositary receipts issued thereunder (incorporated by reference to Exhibit 4.3 of ourregistration statement on Form S-8 filed with the SEC on January 30, 2015)4.1 Third amended and restated shareholders agreement among the Registrant, shareholders of the Registrant and other parties thereto,dated May 15, 2014 (incorporated by reference to Exhibit 4.4 of our registration statement on Form F-1 (file no. 333-199996) filed withthe SEC on November 7, 2014)4.2 Amended and restated 2012 share incentive plan (incorporated by reference to Exhibit 10.1 of our registration statement on Form F-1(file no. 333-199996) filed with the SEC on November 7, 2014)4.3 2014 share incentive plan (incorporated by reference to Exhibit 10.2 of our registration statement on Form F-1 (file no. 333-199996)filed with the SEC on November 7, 2014)4.4 Series D preferred share purchase agreement by and among the Registrant, SCC Growth I Holdco A, Ltd. (formerly known as SequoiaCapital China Investment Holdco II Ltd.), Sequoia Capital China GF Holdco III-A, Ltd., SC China Growth III Co-Investment 2014-A,L.P., Rich Moon Limited and Tiger Global Eight Holdings, as investors, and other parties thereto, dated April 22, 2014 (incorporatedby reference to Exhibit 10.4 of our registration statement on Form F-1 (file no. 333-199996) filed with the SEC on November 7, 2014)4.5 Form of indemnification agreement between the Registrant and each of its directors and executive officers (incorporated by reference toExhibit 10.5 of our registration statement on Form F-1 (file no. 333-199996) filed with the SEC on November 7, 2014)4.6 Form of employment agreement between the Registrant and each of its Executive Officers (incorporated by reference to Exhibit 10.6 ofour registration statement on Form F-1 (file no. 333-199996) filed with the SEC on November 7, 2014)4.7 Business operation agreement by and among Beijing Momo IT, Beijing Momo and its shareholders, dated April 18, 2012, andconfirmation letter by Yan Tang, dated June 9, 2014 (incorporated by reference to Exhibit 10.7 of our registration statement on FormF-1 (file no. 333-199996) filed with the SEC on November 7, 2014) 113Table of Contents4.8 Exclusive cooperation agreement by and between Beijing Momo IT and Beijing Momo, and a supplemental agreement thereto dated August 31, 2014 (incorporated by reference to Exhibit 10.8 of our registration statement on Form F-1 (file no. 333-199996) filed with the SEC onNovember 7, 2014)4.9 Exclusive cooperation agreement by and between Beijing Momo IT and Chengdu Momo, and a supplemental agreement thereto, datedAugust 31, 2014 (incorporated by reference to Exhibit 10.9 of our registration statement on Form F-1 (file no. 333-199996) filed with theSEC on November 7, 2014)4.11 Exclusive cooperation agreement by and between Beijing Momo IT and Tianjin Heer, and a supplemental agreement thereto, dated May 1,2016 (incorporated by reference to Exhibit 4.11 of our annual report on Form 20-F (file no. 001-36765) filed with the SEC on April 26, 2017)4.12 Exclusive call option agreement by and among Beijing Momo IT, Beijing Momo and each of its shareholders, dated April 18, 2014(incorporated by reference to Exhibit 10.10 of our registration statement on Form F-1 (file no. 333-199996) filed with the SEC onNovember 7, 2014)4.13 Power of attorney by each shareholder of Beijing Momo, dated April 18, 2014 (incorporated by reference to Exhibit 10.11 of our registrationstatement on Form F-1 (file no. 333-199996) filed with the SEC on November 7, 2014)4.14 Equity interest pledge agreement by and among Beijing Momo IT, Beijing Momo and each of its shareholders, dated April 18, 2014(incorporated by reference to Exhibit 10.12 of our registration statement on Form F-1 (file no. 333-199996) filed with the SEC onNovember 7, 2014)4.15 Spousal consent letter by the spouse of each of Yong Li, Zhiwei Li and Yan Tang (incorporated by reference to Exhibit 10.13 of ourregistration statement on Form F-1 (file no. 333-199996) filed with the SEC on November 7, 2014)4.16 Shareholder confirmation letter by each of the shareholders of Beijing Momo, dated April 18, 2014 (incorporated by reference to Exhibit10.14 of our registration statement on Form F-1 (file no. 333-199996) filed with the SEC on November 7, 2014)4.17 Definitive agreement(s) with Tantan Limited, dated February 23, 2018 (incorporated by reference to Exhibit 4.17 of our annual report onForm 20-F (file no. 001-36765) filed with the SEC on April 26, 2018)4.18 Exclusive cooperation agreement between Beijing Momo IT and Loudi Momo, dated December 1, 2017 (incorporated by reference toExhibit 4.18 of our annual report on Form 20-F (file no. 001-36765) filed with the SEC on April 26, 2018)4.19 Supplemental agreement to the exclusive cooperation agreement between Beijing Momo IT and Loudi Momo, dated December 1, 2017(incorporated by reference to Exhibit 4.19 of our annual report on Form 20-F (file no. 001-36765) filed with the SEC on April 26, 2018)4.20* Indenture between the Registrant and The Bank of New York Mellon dated July 2, 20184.21* Exclusive business operation agreement by and among Tantan Technology and Tantan Culture, dated May 27, 20154.22* Equity interest pledge agreement by and among Tantan Technology (Beijing) Co., Ltd., Tantan Culture and its shareholder, dated May 9,20184.23* Exclusive option agreement by and among Tantan Technology (Beijing) Co., Ltd., Tantan Culture and its shareholder, dated May 9, 20184.24* Power of attorney by shareholder of Tantan Culture, dated May 9, 20184.25* Business operation agreement by and among Beijing Yiliulinger, Hainan Miaoka and its shareholders, dated June 1, 20184.26* Power of attorney by Xiaoliang Lei and Li Wang, the shareholders of Hainan Miaoka, dated June 1, 20184.27* Exclusive cooperation agreement entered into by Beijing Yiliulinger, Hainan Miaoka, and a supplemental agreement thereto, dated June 1,20184.28* Exclusive option agreement by and among Beijing Yiliulinger, Hainan Miaoka and Xiaoliang Lei and Li Wang, the shareholders of HainanMiaoka, dated June 1, 20184.29* Shareholder confirmation letter by Xiaoliang lei and Li Wang, the shareholders of Hainan Miaoka, dated June 1, 20184.30* Equity interest pledge agreement by and among Beijing Yiliulinger, Hainan Miaoka and Xiaoliang Lei and Li Wang, the shareholders ofHainan Miaoka, dated June 1, 2018 114Table of Contents4.31* Business operation agreement by and among Beijing Yiliulinger, Hainan Yilingliuer and its shareholders, dated June 1, 20184.32* Power of attorney by Xiaoliang Lei and Li Wang, the shareholders of Hainan Yilingliuer, dated June 1, 20184.33* Exclusive cooperation agreement entered into by Beijing Yiliulinger, Hainan Yilingliuer, and a supplemental agreement thereto, dated June1, 20184.34* Exclusive option agreement by and among Beijing Yiliulinger, Hainan Yilingliuer and Xiaoliang Lei and Li Wang, the shareholders ofHainan Yilingliuer, dated June 1, 20184.35* Shareholder confirmation letter by Xiaoliang Lei and Li Wang, the shareholders of Hainan Yilingliuer, dated June 1, 20184.36* Equity interest pledge agreement by and among Beijing Yiliulinger, Hainan Yilingliuer and Xiaoliang Lei and Li Wang, the shareholders ofHainan Yilingliuer, dated June 1, 20184.37* Business cooperation agreement by and between QOOL Media Technology (Tianjin) Co., Ltd. and Tianjin QOOL Media, datedDecember 18, 20184.38* Exclusive option agreement by and among QOOL Media Technology (Tianjin) Co., Ltd. and Beijing Momo and Tianjin Mingqiao, theshareholders of Tianjin QOOL Media, dated December 18, 20184.39* Equity interest pledge agreement by and among QOOL Media Technology (Tianjin) Co., Ltd. and Beijing Momo and Tianjin Mingqiao, theshareholders of Tianjin QOOL Media, dated December 18, 20184.40* Power of attorney by Beijing Momo and Tianjin Mingqiao, the shareholders of Tianjin QOOL Media, dated December 18, 20184.41* Shareholder confirmation letter by Beijing Momo and Tianjin Mingqiao, the shareholders of Tianjin QOOL Media, dated December 18,20184.42* Exclusive cooperation agreement by and between QOOL Media Technology (Tianjin) Co., Ltd. and Tianjin QOOL Media, datedDecember 18, 20184.43* Business operation agreement by and among Beijing Momo IT, Beijing Fancy Reader and its shareholder, dated April 1, 20194.44* Power of attorney by Taizhong Wang, the shareholder of Beijing Fancy Reader, dated April 1, 20194.45* Exclusive cooperation agreement by and between Beijing Momo IT and Beijing Fancy Reader, dated April 1, 20194.46* Exclusive option agreement by and between Beijing Momo IT and Taizhong Wang, the shareholder of Beijing Fancy Reader, dated April 1,20194.47* Shareholder confirmation letter by Taizhong Wang, the shareholder of Beijing Fancy Reader, dated April 1, 20194.48* Equity interest pledge agreement by and among Beijing Momo IT, Beijing Fancy Reader and its shareholder, dated April 1, 2019 115Table of Contents8.1* List of subsidiaries and consolidated entities of the Registrant11.1 Code of business conduct and ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement onForm F-1 (file no. 333-199996) filed with the Securities and Exchange Commission on November 7, 2014)12.1* Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2* Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1** Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2** Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1* Consent of Maples and Calder (Hong Kong) LLP15.2* Consent of Han Kun Law Offices15.3* Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm101.INS* XBRL Instance Document101.SCH* XBRL Taxonomy Extension Schema Document101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document101.DEF* XBRL Taxonomy Extension Definition Linkbase Document101.LAB* XBRL Taxonomy Extension Label Linkbase Document101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document *Filed herewith**Furnished herewith 116Table of ContentsSIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused andauthorized the undersigned to sign this annual report on its behalf. Momo Inc.By: /s/ Yan TangName: Yan TangTitle: Chairman and Chief Executive OfficerDate: April 26, 2019 117Table of ContentsMOMO INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018 CONTENTS PAGE(S) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 CONSOLIDATED BALANCE SHEETSAS OF DECEMBER 31, 2017 AND 2018 F-3 CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018 F-4 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018 F-5 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018 F-6 CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018 F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018 F-8 - F-56 F-1Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF MOMO INC.Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Momo Inc. (the “Company”), its subsidiaries, its variable interest entities (“VIEs”),and its VIEs’ subsidiaries (collectively, the “Group”) as of December 31, 2017 and 2018, the related consolidated statements of operations,comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financialposition of the Group as of December 31, 2017 and 2018, and the results of its operations and its cash flows for each of the three years in the periodended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sinternal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 26, 2019, expressed an unqualifiedopinion on the Company’s internal control over financial reporting.Convenience translationAs discussed in Note 2, the Company changed its reporting currency from United States dollar to Renminbi effective October 1, 2018. Our audits alsocomprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made inconformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers in the United States ofAmerica.Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Group’sconsolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independentwith respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission 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 financial statements are free of material misstatement, whether due to error or fraud. Our audits includedperforming procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing proceduresthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluatingthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Deloitte Touche Tohmatsu Certified Public Accountants LLPBeijing, the People’s Republic of ChinaApril 26, 2019We have served as the Company’s auditor since 2014. F-2Table of ContentsMOMO INC.CONSOLIDATED BALANCE SHEETS(In thousands, except share and share related data, or otherwise noted) As of December 31, 2017 2018 2018 RMB RMB US$ Assets Current assets Cash and cash equivalents 4,462,194 2,468,034 358,961 Term deposits 2,432,016 8,824,610 1,283,486 Accounts receivable, net of allowance for doubtful accounts of RMB585 and RMB nil as of December 31, 2017 and 2018,respectively 257,633 719,606 104,662 Amount due from related parties 33,460 — — Prepaid expenses and other current assets 538,182 620,979 90,318 Short-term investment 10,500 — — Total current assets 7,733,985 12,633,229 1,837,427 Property and equipment, net 258,704 387,532 56,364 Intangible assets 48,553 1,036,986 150,823 Rental deposits 17,249 24,192 3,519 Long-term investments 288,471 447,465 65,081 Other non-current assets 55,271 71,519 10,402 Deferred tax assets 46,825 57,786 8,405 Goodwill 22,130 4,306,829 626,402 Total assets 8,471,188 18,965,538 2,758,423 Liabilities and equity Current liabilities Accounts payable (including accounts payable of the consolidated VIEs without recourse to the Company of RMB357,437and RMB 549,173 as of December 31, 2017 and 2018, respectively) 484,945 718,362 104,481 Deferred revenue (including deferred revenue of the consolidated VIEs without recourse to the Company of RMB421,528and RMB 441,392 as of December 31, 2017 and 2018, respectively) 422,028 441,892 64,271 Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidatedVIEs without recourse to the Company of RMB200,406 and RMB 304,363 as of December 31, 2017 and 2018,respectively) 571,333 846,710 123,148 Amount due to related parties (including amount due to related parties of the consolidated VIEs without recourse to theCompany of RMB188 and RMB 43,213 as of December 31, 2017 and 2018, respectively) 37,760 82,948 12,064 Income tax payable (including income tax payable of the consolidated VIEs without recourse to the Company ofRMB76,549 and RMB 113,733 as of December 31, 2017 and 2018, respectively) 175,887 137,090 19,939 Deferred consideration in connection with business acquisitions (including deferred consideration in connection withbusiness acquisitions of the consolidated VIEs without recourse to the Company of RMB nil and RMB nil as ofDecember 31, 2017 and 2018, respectively) — 469,274 68,253 Total current liabilities 1,691,953 2,696,276 392,156 Deferred tax liabilities 12,138 259,247 37,706 Convertible senior notes — 4,877,116 709,347 Other non-current liabilities 14,997 110,040 16,005 Total liabilities 1,719,088 7,942,679 1,155,214 Commitments and contingencies (Note 16) Equity Class A ordinary shares ($0.0001 par value; 800,000,000 and 800,000,000 shares authorized as of December 31, 2017 and2018, respectively; 314,060,843 and 333,512,014 shares issued and outstanding as of December 31, 2017 and 2018,respectively) 206 219 32 Class B ordinary shares ($0.0001 par value; 100,000,000 and 100,000,000 shares authorized as of December 31, 2017 and2018, respectively; 84,364,466 and 80,364,466 shares issued and outstanding as of December 31, 2017 and 2018,respectively) 54 51 7 Treasury stock (402,267) (402,267) (58,507) Additional paid-in capital 4,472,666 5,657,838 822,898 Retained earnings 2,545,379 5,361,154 779,749 Accumulated other comprehensive income 117,525 313,564 45,606 Noncontrolling interest 18,537 92,300 13,424 Total equity 6,752,100 11,022,859 1,603,209 Total liabilities and equity 8,471,188 18,965,538 2,758,423 The accompanying notes are an integral part of these consolidated financial statements. F-3Table of ContentsMOMO INC.CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except share and share related data, or otherwise noted) For the years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Net revenues 3,707,358 8,886,390 13,408,421 1,950,174 Cost and expenses: Cost of revenues (including share-based compensation of RMB18,521,RMB13,547 and RMB 21,661 in 2016, 2017 and 2018, respectively) (1,619,327) (4,373,377) (7,182,897) (1,044,709) Research and development (including share-based compensation of RMB37,455,RMB59,190 and RMB 152,806 in 2016, 2017 and 2018, respectively) (208,647) (346,144) (760,644) (110,631) Sales and marketing (including share-based compensation of RMB39,139,RMB79,032 and RMB 142,927 in 2016, 2017 and 2018, respectively) (647,238) (1,467,376) (1,812,262) (263,583) General and administrative (including share-based compensation ofRMB115,724, RMB183,204 and RMB 263,419 in 2016, 2017 and 2018,respectively) (259,712) (422,005) (640,023) (93,087) Total cost and expenses (2,734,924) (6,608,902) (10,395,826) (1,512,010) Other operating income 2,659 156,764 253,697 36,899 Income from operations 975,093 2,434,252 3,266,292 475,063 Interest income 54,603 145,568 272,946 39,698 Interest expense — — (56,503) (8,218) Impairment loss on long-term investments (39,283) (30,085) (43,200) (6,283) Income before income tax and share of income on equity method investments 990,413 2,549,735 3,439,535 500,260 Income tax expense (34,638) (445,001) (699,648) (101,760) Income before share of income on equity method investments 955,775 2,104,734 2,739,887 398,500 Share of income on equity method investments 23,194 39,729 48,660 7,077 Net income 978,969 2,144,463 2,788,547 405,577 Less: net loss attributable to non-controlling interest — (3,635) (27,228) (3,960) Net income attributable to Momo Inc. 978,969 2,148,098 2,815,775 409,537 Net income attributable to ordinary shareholders 978,969 2,148,098 2,815,775 409,537 Net income per share attributable to ordinary shareholders Basic 2.54 5.44 6.92 1.01 Diluted 2.41 5.17 6.59 0.96 Weighted average shares used in calculating net income per ordinary share Basic 377,335,923 394,549,323 407,009,875 407,009,875 Diluted 407,041,165 415,265,078 433,083,643 433,083,643 The accompanying notes are an integral part of these consolidated financial statements. F-4Table of ContentsMOMO INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In thousands, except share and share related data) For the years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Net income 978,969 2,144,463 2,788,547 405,577 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment 175,963 (155,368) 198,654 28,893 Comprehensive income 1,154,932 1,989,095 2,987,201 434,470 Less: comprehensive loss attributed to the non-controlling interest — (3,635) (24,613) (3,580) Comprehensive income attributable to Momo Inc. 1,154,932 1,992,730 3,011,814 438,050 The accompanying notes are an integral part of these consolidated financial statements. F-5Table of ContentsMOMO INC.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(In thousands, except share and share related data) Additional (Accumulateddeficit)/ Accumulatedother Total Ordinary shares paid-in Treasury Retained comprehensive Non-controlling shareholders’ Shares Amount capital stock earning income interests equity RMB RMB RMB RMB RMB RMB RMB Balance as of January 1, 2016 383,751,403 250 3,920,890 (402,267) (581,688) 96,930 — 3,034,115 Net income — — — — 978,969 — — 978,969 Share-based compensation — — 210,839 — — — — 210,839 Issuance of ordinary shares in connection withexercise of options and vesting of restricted shareunits 5,197,032 4 2,104 — — — — 2,108 Foreign currency translation adjustment — — — — — 175,963 — 175,963 Balance as of December 31, 2016 388,948,435 254 4,133,833 (402,267) 397,281 272,893 — 4,401,994 Net income — — — — 2,148,098 — (3,635) 2,144,463 Share-based compensation — — 334,973 — — — — 334,973 Issuance of ordinary shares in connection withexercise of options and vesting of restricted shareunits 9,476,874 6 3,860 — — — — 3,866 Addition in noncontrolling interest of a subsidiary — — — — — — 22,172 22,172 Foreign currency translation adjustment — — — — — (155,368) — (155,368) Balance as of December 31, 2017 398,425,309 260 4,472,666 (402,267) 2,545,379 117,525 18,537 6,752,100 Net income — — — — 2,815,775 — (27,228) 2,788,547 Share-based compensation — — 398,493 — — — 95,543 494,036 Capital injection from noncontrolling interestshareholder of Ningbo Hongyi EquityInvestment L.P. — — — — — — 22 22 Issuance of ordinary shares in connection withexercise of options and vesting of restricted shareunits 10,122,318 7 5,278 — — — — 5,285 Transfer of noncontrolling interest of QOOL HK — — (2,811) — — — 2,811 — Share issued connection with the acquisition ofTantan Limited 5,328,853 3 784,212 — — — — 784,215 Foreign currency translation adjustment — — — — — 196,039 2,615 198,654 Balance as of December 31, 2018 413,876,480 270 5,657,838 (402,267) 5,361,154 313,564 92,300 11,022,859 The accompanying notes are an integral part of these consolidated financial statements. F-6Table of ContentsMOMO INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands, except share and share related data) For the years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Cash flows from operating activities Net income 978,969 2,144,463 2,788,547 405,577 Adjustments to reconcile net income to net cash provided by operating activities Depreciation of property and equipment 55,845 78,885 148,238 21,560 Amortization of intangible assets — 4,784 93,030 13,531 Share-based compensation 210,839 334,973 580,813 84,476 Share of income on equity method investments (23,194) (39,729) (48,660) (7,077) Impairment loss on long-term investments 39,283 30,085 43,200 6,283 Impairment loss on intangible assets — 1,266 — — Loss (gain) on disposal of property and equipment 107 112 (1,283) (187) Provision (reversal) of allowance for doubtful accounts — 585 (585) (85) Changes in operating assets and liabilities Accounts receivable (154,000) (7,725) (440,644) (64,089) Prepaid expenses and other current assets (104,992) (306,838) (67,304) (9,789) Amount due from related parties 6,998 (32,846) 33,463 4,867 Deferred tax assets (1,942) (44,883) (10,961) (1,594) Rental deposits (2,022) (10,902) (3,817) (555) Other non-current assets — (5,234) (45,534) (6,623) Accounts payable 213,521 174,290 233,713 33,992 Income tax payable 26,948 152,277 (38,791) (5,642) Deferred revenue 103,432 135,443 (14,249) (2,072) Accrued expenses and other current liabilities 103,936 292,054 51,903 7,549 Amount due to related parties 11,113 (16,070) 43,024 6,258 Deferred tax liability — (969) (22,923) (3,334) Other non-current liabilities 1,449 2,086 6,538 951 Net cash provided by operating activities 1,466,290 2,886,107 3,327,718 483,997 Cash flows from investing activities Purchase of property and equipment (46,839) (218,627) (242,843) (35,320) Proceeds from disposal of property and equipment 418 59 2,214 322 Payment for long-term investments (96,365) (53,928) (65,125) (9,472) Prepayment for long-term investments (18,000) (50,000) (55,000) (7,999) Payment for acquired intangible assets — (18,979) — — Payment for business acquisition, net of cash acquired — — (3,318,841) (482,705) Purchase of term deposits (3,378,030) (4,028,058) (20,287,302) (2,950,666) Cash received on maturity of term deposits 2,737,897 4,191,859 13,922,393 2,024,928 Payment for short-term investments — (15,700) (457,200) (66,497) Cash received from sales of short-term investment — 5,200 467,700 68,024 Net cash used in investing activities (800,919) (188,174) (10,034,004) (1,459,385) Cash flows from financing activities Capital contribution from non-controlling interest shareholder — 490 12 2 Deferred payment of purchase of property and equipment (2,084) (1,496) (8,562) (1,245) Proceeds from exercise of share options 2,208 3,839 5,313 773 Proceeds from bank loan — — 1,913,190 278,262 Repayment of bank loan — — (2,041,680) (296,950) Proceeds from issuance of convertible notes, net of issuance cost of RMB114,382 — — 4,819,678 700,993 Net cash provided by financing activities 124 2,833 4,687,951 681,835 Effect of exchange rate changes 24,990 (26,840) 24,175 3,515 Net increase (decrease) in cash and cash equivalents 690,485 2,673,926 (1,994,160) (290,038) Cash and cash equivalents at the beginning of year 1,097,783 1,788,268 4,462,194 648,999 Cash and cash equivalents at the end of year 1,788,268 4,462,194 2,468,034 358,961 Non-cash investing and financing activities Payable for purchase of property and equipment 4,321 47,267 49,407 7,186 Payable for repurchase of ordinary shares 44,782 41,966 44,347 6,450 Deferred consideration in connection with business acquisition — — 469,274 68,253 Ordinary shares issued for the acquisition of Tantan Limited. — — 784,215 122,350 The accompanying notes are an integral part of these consolidated financial statements. F-7Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIESMomo Inc. (the “Company”) is the holding company for a group of companies, which is incorporated in the British Virgin Islands (“BVI”) onNovember 23, 2011. In July 2014, the Company was redomiciled in the Cayman Islands (“Cayman”) as an exempted company registered underthe laws of the Cayman Islands, and was renamed Momo Inc. The Company, its subsidiaries, which include the wholly-foreign owned enterprises(“WFOEs”), its consolidated variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively the “Group”) are principally engaged inproviding mobile-based social and entertainment services. The Group started its operation in July 2011. The Group started its monetization inthe third quarter of 2013, by offering a platform for live video services, value-added services, mobile marketing services, mobile games and otherservices.In May 2018, the Company completed the acquisition of 100% equity stake of Tantan Limited (“Tantan”). Tantan is a leading social and datingapp for the younger generation that was founded in 2014. Tantan is designed to help its users find and establish romantic connections as well asmeet interesting people. The total consideration consisted of cash consideration of RMB 3,930,246 (US$613,181) and 5,328,853 Class Aordinary shares of the Company. Refer to Note 3 for further details.As of December 31, 2018, details of the Company’s major subsidiaries, VIEs and VIEs’ subsidiaries are as follows: Major subsidiariesMomo Technology HK Company Limited (“Momo HK”)Beijing Momo Information Technology Co., Ltd. (“Beijing Momo IT”)Momo Technology Overseas Holding Company Limited (“Momo BVI”)Momo Information Technologies Corp. (“Momo US”)Qool Media HongKong Limited (“QOOL HK”)Tantan Limited (“Tantan”)Tantan Hong Kong Limited (“Tantan HK”)Tantan Social Inc. (“Tantan US”)Tantan Technology (Beijing) Co., Ltd. (“Tantan Technology”)QOOL Media Inc. (“QOOL Inc.”)QOOL Media Technology (Tianjin) Co., Ltd. (“QOOL Media”)Major VIEsBeijing Momo Technology Co., Ltd. (“Beijing Momo”) *QOOL Media (Tianjin) Co., Ltd. (“QOOL Tianjin”) *Tantan Culture Development (Beijing) Co., Ltd. (“Tantan Culture”) *Major VIEs’ subsidiariesChengdu Momo Technology Co., Ltd. (“Chengdu Momo”) *Tianjin Heer Technology Co., Ltd. (“Tianjin Heer”) *Loudi Momo Technology Co., Ltd. (“Loudi Momo”) * *These entities are controlled by the Company pursuant to the contractual arrangements disclosed below. F-8Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangementsThe People’s Republic of China (“PRC”) regulations currently limit direct foreign ownership of business entities providing value-addedtelecommunications services, advertising services and internet services in the PRC where certain licenses are required for the provision of suchservices. The Group provides substantially all of its services in China through certain PRC domestic companies, which hold the operatinglicenses and approvals to enable the Group to provide such mobile internet content services in the PRC. Specifically, these PRC domesticcompanies that are material to the Company’s business are Beijing Momo, Chengdu Momo, Tianjin Heer, Loudi Momo, QOOL Tianjin andTantan Culture. The equity interests of these PRC domestic companies are held by PRC citizens or by PRC entities owned and/or controlled byPRC citizens.The Company obtained control over its VIEs by entering into a series of contractual arrangements with the VIEs and their equity holders (the“Nominee Shareholders”), which enable the Company to (1) have power to direct the activities that most significantly affects the economicperformance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the Company isconsidered the primary beneficiary of VIEs and has consolidated the VIEs’ financial results of operations, assets and liabilities in the Company’sconsolidated financial statements. In making the conclusion that the Company is the primary beneficiary of the VIEs, the Company’s rightsunder the Power of Attorney also provide the Company’s abilities to direct the activities that most significantly impact the VIEs economicperformance. The Company also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew theExclusive Cooperation Agreements and pay service fees to the Company. By charging service fees in whatever amounts the Company deems fit,and by ensuring that the Exclusive Cooperation Agreements is executed and renewed indefinitely, the Company has the rights to receivesubstantially all of the economic benefits from the VIEs.Details of the typical structure of the Company’s significant VIEs are set forth below:Agreements that provide the Company effective control over the VIEs: (1)Power of AttorneyPursuant to the Power of Attorney, the Nominee Shareholders of the VIEs each irrevocably appointed respective WFOEs as theattorney-in-fact to act on their behalf on all matters pertaining to the VIEs and to exercise all of their rights as a shareholder of the VIEs,including but not limited to convene, attend and vote on their behalf at shareholders’ meetings, designate and appoint directors and seniormanagement members. The WFOEs may authorize or assign their rights under this appointment to a person as approved by its board ofdirectors at its sole discretion. Each power of attorney will remain in force until the shareholder ceases to hold any equity interest in theVIEs. The Company believes the Powers of Attorney can demonstrate the power of its WFOEs to direct how the VIEs should conduct theirdaily operations. F-9Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIES - continuedThe VIE arrangements - continued Agreementsthat provide the Company effective control over the VIEs: - continued (2)Exclusive Call Option AgreementUnder the Exclusive Call Option Agreement among the WFOEs, the VIEs and their Nominee Shareholders, each of the NomineeShareholders irrevocably granted the respective WFOE or its designated representative(s) an exclusive option to purchase, to the extentpermitted under PRC law, all or part of his, her or its equity interests in the VIEs at the consideration equal to the nominal price or at lowestprice as permitted by PRC laws.The WFOEs or their designated representative(s) have sole discretion as to when to exercise such options, either in part or in full. Withoutthe WFOEs’ written consent, the Nominee Shareholders of the VIEs shall not transfer, donate, pledge, or otherwise dispose any equityinterests of the VIEs in any way. In addition, any consideration paid by the WFOEs to the Nominee Shareholders of the VIEs in exercisingthe option shall be transferred back to the respective WFOE or its designated representative(s). This agreement could be terminated whenall the shareholders’ equity were acquired by the WFOEs or their designated representative(s) subject to the law of People’s Republic ofChina.In addition, the VIEs irrevocably granted the WFOEs an exclusive and irrevocable option to purchase any or all of the assets owned by theVIEs at the lowest price permitted under PRC law. Without the WFOEs’ prior written consent, the VIEs and their Nominee Shareholderswill not sell, transfer, mortgage or otherwise dispose of the VIEs’ material assets, legal or beneficial interests or revenues of more thancertain amount or allow an encumbrance on any interest in the VIEs. (3)Spousal Consent LettersEach spouse of the married Nominee Shareholders of the VIEs entered into a Spousal Consent Letter, which unconditionally andirrevocably agreed that the equity interests in the VIEs held by and registered in the name of their spouse will be disposed of pursuant tothe Equity Interest Pledge Agreement, the Exclusive Call Option Agreement, and the Power of Attorney. Each spouse agreed not to assertany rights over the equity interests in the VIEs held by their spouse. In addition, in the event that the spouse obtains any equity interests inthe VIEs held by their spouse for any reason, they agreed to be bound by the contractual arrangements.Agreements that transfer economic benefits to the Company: (1)Exclusive Cooperation AgreementsEach relevant VIEs has entered into an exclusive technology services agreement or an exclusive services agreement with the respectiveWFOEs, pursuant to which the relevant WFOEs provides exclusive services to the VIEs. In exchange, the VIEs pay a service fee to theWFOEs, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by the WFOEs, resulting ina transfer of substantially all of the profits from the VIEs to the WFOEs. F-10Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIES - continuedThe VIE arrangements - continued Agreementsthat transfer economic benefits to the Company: - continued (2)Equity Interest Pledge AgreementUnder the equity interest pledge agreement among the WFOEs and each of the Nominee Shareholders of the VIEs, the NomineeShareholders pledged all of their equity interests in the VIEs to the respective WFOEs to guarantee the VIEs’ and their shareholders’payment obligations arising from the Exclusive Cooperation Agreements, Business Operation Agreement and the Exclusive Call OptionAgreement, including but not limited to, the payments due to the respective WFOEs for services provided.If any VIEs or any of their Nominee Shareholders breaches their contractual obligations under the above agreements, the respectiveWFOEs, as the pledgee, will be entitled to certain rights and entitlements, including receiving priority proceeds from the auction or sale ofwhole or part of the pledged equity interests of the VIEs in accordance with PRC legal procedures. During the term of the pledge, theshareholders of the VIEs shall cause the VIEs not to distribute any dividends and if they receive any dividends generated by the pledgedequity interests, they shall transfer such received amounts to an account designated by the respective parties according to the instruction ofthe respective WFOEs.The pledge will remain binding until the VIEs and their Nominee Shareholders have fully performed all their obligations under theExclusive Cooperation Agreements, Business Operations Agreement and Exclusive Call Option Agreement. (3)Business Operations AgreementUnder the Business Operations Agreement among the WFOEs, the VIEs and the Nominee Shareholders of the VIEs, without the priorwritten consent of the WFOEs or their designated representative(s), the VIEs shall not conduct any transaction that may substantially affectthe assets, business, operation or interest of the WFOEs. The VIEs and Nominee Shareholders shall also follow the WFOEs’ instructions onmanagement of the VIEs’ daily operation, finance and employee matters and appoint the nominee(s) designated by the WFOEs as thedirector(s) and senior management members of the VIEs. In the event that any agreements between the WFOEs and the VIEs terminates, theWFOEs have the sole discretion to determine whether to continue any other agreements with the VIEs. The WFOEs are entitled to anydividends or other interests declared by the VIEs and the shareholders of the VIEs have agreed to promptly transfer such dividends or otherinterests to the WFOEs. The agreement shall remain effective for 10 years. At the discretion of the WFOEs, this agreement will be renewedon applicable expiration dates, or the WFOEs and the VIEs will enter into another exclusive agreement.Through these contractual agreements, the Company has the ability to effectively control the VIEs and is also able to receive substantiallyall the economic benefits of the VIEs. F-11Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIES - continued Risk in relation to the VIE structureThe Company believes that the WFOEs’ contractual arrangements with the VIEs are in compliance with PRC law and are legally enforceable. Theshareholders of the VIEs are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractualarrangements. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements and ifthe shareholders of the VIEs were to reduce their interest in the Company, their interests may diverge from that of the Company and that maypotentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay theservice fees when required to do so.However, the Company cannot assure that when conflicts of interest arise, the shareholders will act in the best interests of the Company or thatconflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potentialconflicts of interest the shareholders of the VIEs may encounter in their capacity as the beneficial owners and director of the VIEs on the onehand, and as beneficial owners and directors or officer of the Company, on the other hand. The Company believes the shareholders of the VIEswill not act contrary to any of the contractual arrangements and the Exclusive Call Option Agreement provides the Company with a mechanismto remove the shareholders as the beneficial shareholders of the VIEs should they act to the detriment of the Company. The Company relies onthe VIEs’ shareholders, as directors and officer of the Company, to fulfill their fiduciary duties and abide by laws of the PRC and the Cayman andact in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the VIEs’shareholders, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantialuncertainty as to the outcome of any such legal proceedings.The Company’s ability to control the VIEs also depends on the Power of Attorney. The WFOEs and VIEs have to vote on all matters requiringshareholder approval in the VIEs. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effectiveas direct equity ownership.In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRCgovernment could: • revoke the Group’s business and operating licenses; • require the Group to discontinue or restrict operations; • restrict the Group’s right to collect revenues; • block the Group’s websites; • require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessarylicenses or relocate our businesses, staff and assets; • impose additional conditions or requirements with which the Group may not be able to comply; or • take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business. F-12Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIES - continuedRisk in relation to the VIE structure - continued The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct the Group’s business. Inaddition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs or the right to receivetheir economic benefits, the Group would no longer be able to consolidate the VIEs. The Group does not believe that any penalties imposed oractions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIEs.The following consolidated financial statements amounts and balances of the VIEs were included in the accompanying consolidated financialstatements after the elimination of intercompany balances and transactions as of and for the years ended December 31: As of December 31, 2017 2018 RMB RMB Cash and cash equivalents 410,611 1,502,395 Accounts receivable, net of allowance for doubtful accounts of RMB585 and RMBnil as of December 31, 2017 and 2018, respectively 257,633 719,606 Amount due from related parties 33,460 — Prepaid expenses and other current assets 371,220 425,974 Short-term investment 10,500 — Total current assets 1,083,424 2,647,975 Property and equipment, net 52,568 72,539 Intangible assets 48,554 42,821 Rental deposits 10,471 11,619 Other non-current assets 50,000 67,480 Long-term investments 281,935 447,465 Deferred tax assets 6,908 52,887 Goodwill 22,130 22,130 Total assets 1,555,990 3,364,916 Accounts payable 357,437 549,173 Deferred revenue 421,528 441,392 Accrued expenses and other current liabilities 200,406 304,363 Amounts due to related parties 188 43,213 Income tax payable 76,549 113,733 Total current liabilities 1,056,108 1,451,874 Deferred tax liabilities 12,138 10,705 Total liabilities 1,068,246 1,462,579 For the years ended December 31, 2016 2017 2018 RMB RMB RMB Net revenues 3,707,358 8,886,390 13,408,421 Net income 2,268,098 4,890,438 6,292,183 Net cash provided by operating activities 2,401,340 4,997,183 5,913,709 Net cash used in investing activities (73,224) (174,333) (151,546) Net cash provided by financing activities — 490 — The unrecognized revenue-producing assets that are held by the VIEs are primarily self-developed intangible assets such as domain names,trademark and various licenses which are un-recognized at the consolidated balance sheets. F-13Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 1.ORGANIZATION AND PRINCIPAL ACTIVITIES - continuedRisk in relation to the VIE structure - continued The VIEs contributed an aggregate of 100% of the consolidated net revenues for each of the years ended December 31, 2016, 2017 and 2018,respectively. As of the fiscal years ended December 31, 2017 and 2018, the VIEs accounted for an aggregate of 18.4% and 17.7%, respectively, ofthe consolidated total assets, and 62.1% and 18.4%, respectively, of the consolidated total liabilities. The assets that were not associated with theVIEs primarily consist of cash and cash equivalents, term deposits, intangible assets and goodwill.There are no consolidated VIEs’ assets that are collateral for the VIEs’ obligations and can only be used to settle the VIEs’ obligations. There areno creditors (or beneficial interest holders) of the VIEs that have recourse to the general credit of the Company or any of its consolidatedsubsidiaries. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require theCompany or its subsidiaries to provide financial support to the VIEs. However, if the VIEs ever need financial support, the Company or itssubsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIEs through loans to theshareholders of the VIEs or entrustment loans to the VIEs. Relevant PRC laws and regulations restrict the VIEs from transferring a portion of theirnet assets, equivalent to the balance of their statutory reserve and their share capital, to the Company in the form of loans and advances or cashdividends. Please refer to Note 20 for disclosure of restricted net assets. The Group may lose the ability to use and enjoy assets held by the VIEsthat are important to the operation of business if the VIEs declare bankruptcy or become subject to a dissolution or liquidation proceeding. 2.SIGNIFICANT ACCOUNTING POLICIESBasis of presentationThe consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in theUnited States of America (“U.S. GAAP”).Basis of consolidationThe consolidated financial statements of the Group include the financial statements of Momo Inc., its subsidiaries, its VIEs and VIEs’subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.Use of estimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significantaccounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the acquisition’s purchase priceallocation, the useful lives and impairment of property and equipment and intangible assets, the impairment of goodwill, the valuation allowancefor deferred tax assets, and share-based compensation. F-14Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continued Cash and cash equivalentsCash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which haveoriginal maturities of three months or less when purchased.Term depositsTerm deposits consist of bank deposits with an original maturity of over three months.Accounts receivableAccounts receivable primarily represents the cash due from third-party application stores and other payment channels and advertising customers,net of allowance for doubtful accounts. The Group makes estimates for the allowance for doubtful accounts based upon its assessment of variousfactors, including the age of accounts receivable balances, credit quality of third-party application stores and other payment channels,advertising customers and other customers, current economic conditions and other factors that may affect their ability to pay. An allowance fordoubtful accounts is recorded in the period in which a loss is determined to be probable.Financial instrumentsFinancial instruments of the Group primarily consist of cash and cash equivalents, term deposits, accounts receivable, equity securities withoutreadily determinable fair value, accounts payable, deferred revenue, income tax payable, amount due from related parties and amount due torelated parties.Cash and cash equivalents are recorded at fair value based on the quoted market price in an active market. The carrying values of term deposits,accounts receivable, accounts payable, deferred revenue, income tax payable, amount due from related parties and amount due to related partiesapproximate their fair values due to short-term maturities. It is not practical to estimate the fair value of the Group’s equity securities withoutreadily determinable fair value because of the lack of quoted market price and the inability to estimate fair value without incurring excessivecosts.Foreign currency riskThe Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’sBank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central governmentpolicies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading Systemmarket. Cash and cash equivalents of the Group included aggregate amounts of RMB4,116 million and RMB2,008 million as of December 31,2017 and 2018, respectively, which were denominated in RMB. F-15Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continued Concentration of credit riskFinancial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents, termdeposits and accounts receivable. The Group places their cash with financial institutions with high-credit ratings and quality.Third-party application stores and other payment channels accounting for 10% or more of accounts receivables are as follows: As of December 31, 2017 2018 A 23% 14% B 19% 12% C 21% 0% Users or customers accounting for 10% or more of accounts receivables is as follows: As of December 31, 2017 2018 D 0% 59% Concentration of revenueNo user or customer accounted for 10% or more of net revenues for the years ended December 31, 2016, 2017 and 2018, respectively.Business combinationsBusiness combinations are recorded using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”)805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferredto the sellers and liabilities incurred by the Company and equity instruments issued. Identifiable assets and liabilities acquired or assumed aremeasured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The purchase price ofbusiness acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any,based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill.Acquisition-related expenses and restructuring costs are expensed as incurred.The Company adopted Accounting Standard Update (“ASU”) 2017-01 “Business Combination (Topic 805): Clarifying the Definition of aBusiness” on January 1, 2018 and applied the new definition of a business prospectively for acquisitions made subsequent to December 31,2017. Upon the adoption of ASU 2017-01, a new screen test is introduced to evaluate whether a transaction should be accounted for as anacquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive businesscombination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process thattogether significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated ina single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. The adoptionof this standard requires future purchases to be evaluated under the new framework. F-16Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continued Equity securities without readily determinable fair valueThe Company adopted ASC Topic 321, Investments—Equity Securities (“ASC 321”) on January 1, 2018. Prior to 2018, the Company carried atcost its investments in investees that do not have readily determinable fair value and over which the Company does not have significantinfluence, in accordance with ASC Subtopic 325-20, Investments-Other: Cost Method Investments. Management regularly evaluates theimpairment of the cost method investments based on the performance and financial position of the investee as well as other evidence of marketvalue. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financialperformance. An impairment loss is recognized in earnings equal to the excess of the investment’s cost over its fair value at the balance sheet dateof the reporting period for which the assessment is made. The fair value would then become the new cost basis of the investment.Subsequent to the Company’s adoption of ASC 321 for equity securities without readily determinable fair value that do not qualify for theexisting practical expedient available in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), the Company elected to usethe measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable pricechanges in orderly transactions for identical or similar investments of the same issuer, if any.Pursuant to ASC 321, for those equity securities that the Company elects to use the measurement alternative, the Company makes a qualitativeassessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, theCompany has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’scarrying value, the Company recognizes an impairment loss in net income equal to the difference between the carrying value and fair value.Equity method investmentsThe investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest areaccounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in thevoting stock of the investee between 20% and 50%. Other factors, such as representation in the investee’s Board of Directors, voting rights andthe impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. For theinvestment in limited partnerships, where the Group holds less than a 20% equity or voting interest, the Group’s influence over the partnershipoperating and financial policies is determined to be more than minor. Accordingly, the Group accounts for these investments as equity methodinvestments.Under the equity method of accounting, the affiliated company’s accounts are not reflected within the Group’s consolidated balance sheets andstatements of operations; however, the Group’s share of the earnings or losses of the affiliated company is reflected in the caption “share ofincome on equity method investments” in the consolidated statements of operations.An impairment change is recorded if the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.The Group estimates the fair value of the investee company based on comparable quoted price for similar investment in active market, ifapplicable, or discounted cash flow approach which requires significant judgments, including the estimation of future cash flows, which isdependent on internal forecasts, the estimation of long term growth rate of a company’s business, the estimation of the useful life over which cashflows will occur, and the determination of the weighted average cost of capital.Available-for-sale investmentsFor investments in investees’ stocks which are determined to be debt securities, the Group accounts for them as long-term available-for-saleinvestments when they are not classified as either trading or held-to-maturity investments.Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income(loss) as a component of shareholders’ equity. Realized gains and losses and provision for decline in value judged to be other than temporary, ifany, are recognized in the consolidated statements of operations. F-17Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedAvailable-for-sale investments - continued The Group continually reviews its available-for-sale investments to determine whether a decline in fair value below the carrying value is otherthan temporary. The primary factors the Group considers in its determination are the length of time that the fair value of the investment is belowthe Group’s carrying value; the financial condition, operating performance and the prospects of the available-for-sale investee; and other specificinformation such as recent financing rounds. If the decline in fair value is deemed to be other than temporary, the carrying value of theavailable-for-sale investee is written down to fair value. The Group estimated the fair value of these investee companies based on discounted cashflow approach which requires significant judgments, including the estimation of future cash flows, which is dependent on internal forecasts, theestimation of long term growth rate of a company’s business, the estimation of the useful life over which cash flows will occur, and thedetermination of the weighted average cost of capital.Property and equipment, netProperty and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the followingestimated useful lives: Office equipment 3-5 years Computer equipment 3 years Vehicles 5 years Leasehold improvement Shorter of the lease term orestimated useful lives Intangible assetsIntangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Purchased intangible assets and intangible assets arising from acquisitions are recognized and measured at fairvalue upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimateduseful lives using the straight-line method as follows: Copyright 1 year License 3.2-10 years Technology 3 years User base 5 years Trade name 10 years Impairment of long-lived assets with finite livesThe Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an assetmay no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assetsto the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of theexpected undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the fair valueof the assets. F-18Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continued GoodwillGoodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired andliabilities assumed of the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but istested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. TheCompany has an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwillimpairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overallfinancial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it ismore likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed.In performing the two-step quantitative impairment test, the first step compares the fair values of each reporting unit to its carrying amount,including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the secondstep will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value ofgoodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accountingfor a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reportingunit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill.This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the valueof any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification ofreporting units, assigning assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit.Convertible senior notesThe Group determines the appropriate accounting treatment of its convertible senior notes in accordance with the terms in relation to theconversion feature, call and put options, and beneficial conversion feature. After considering the impact of such features, the Group may accountfor such instrument as a liability in its entirety, or separate the instrument into debt and equity components following the respective guidancedescribed under ASC 815 “Derivatives and Hedging” and ASC 470 “Debt”. The debt discount, if any, together with the related issuance cost aresubsequently amortized as interest expense, using the effective interest method, from the issuance date to the earliest maturity date. Interestexpenses are recognized in the consolidated statement of operation in the period in which they are incurred.Fair valueFair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recordedat fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that marketparticipants would use when pricing the asset or liability.Authoritative literature provides 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. An asset or liability categorization within the fair value hierarchy is based upon the lowest levelof input that is significant to the fair value measurement as follows:Level 1Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.Level 2Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assetsor liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets withinsufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or canbe derived principally from, or corroborated by, observable market data. F-19Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedFair value - continued Level 3Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to themeasurement of the fair value of the assets or liabilities.Revenue recognitionAdoption of ASC, “Revenue from Contracts with Customers”In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic606) (“Topic 606”) as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively “ASU 2014-09”).On January 1, 2018, the Group adopted Topic 606 by applying the modified retrospective method to contracts that were not completed as ofJanuary 1, 2018. Results for the reporting periods beginning after January 1, 2018 are presented under Topic 606 while prior period amounts arenot adjusted and continue to be reporting in accordance with the Group’s historical accounting under Topic 605. The adoption of Topic 606 didnot have a material impact on the Group’s consolidated results of operations, financial position or cash flows but resulted in additionaldisclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.The Group principally derives its revenue from live video services, value-added services, mobile marketing services, mobile games and otherservices. The Group recognizes revenue when control of the promised goods or services are transferred to the customers, in an amount that reflectsthe consideration that the Group expects to receive in exchange for those goods or services. The Group applied the five steps method outlined inTopic 606 to all revenue streams. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cashflows arising from contracts with customers.For the years ended December 31, 2016, 2017 and 2018, all the revenue for the periods was recognized from contracts with customers. TheGroup’s revenue is reported net of discounts, value added tax and surcharges.The following table provides information about disaggregated revenue by types, including a reconciliation of the disaggregated revenue withthe Group’s reportable segments: For the year ended December 31, 2018 Momo Tantan QOOL RMB RMB RMB Live video service 10,709,491 — — Value-added services 1,465,152 417,998 — Mobile marketing 500,321 — — Mobile games 130,392 — — Other services 7,065 — 178,002 Total 12,812,421 417,998 178,002 For the year ended December 31, 2017 Momo Tantan QOOL RMB RMB RMB Live video service 7,429,906 — — Value-added services 695,798 — — Mobile marketing 514,279 — — Mobile games 241,388 — — Other services 3,452 — 1,567 Total 8,884,823 — 1,567 F-20Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRevenue recognition - continued For the year ended December 31, 2016 Momo Tantan QOOL RMB RMB RMB Live video service 2,534,604 — — Value-added services 449,781 — — Mobile marketing 441,644 — — Mobile games 236,238 — — Other services 45,091 — — Total 3,707,358 — — (a)Live video serviceThe Group is principally engaged in providing live video services whereby users can enjoy live performances and interact with thebroadcasters for free during the performance. Broadcasters can either host the performance on their own or join a talent agency. The Groupgenerates revenue from sales of virtual items to its customers. The Group designs, creates and offers various virtual items for sales to userswith pre-determined stand-alone selling price, which if users chose to, can be purchased and be presented to the broadcasters to show theirsupport during their live video performance. The Group has a recharge system for users to purchase the Group’s virtual currency that canthen be used to purchase virtual items on the Group’s platform. Users can recharge via various third-party application stores and otherpayment channels. Virtual currency is non-refundable and does not have any expiration date. Based on the turnover history of virtualcurrency, the Group determined that the virtual currency is often consumed soon after it is purchased and accordingly, the Groupconcluded that any breakage would be insignificant. Unconsumed virtual currency is recorded as deferred revenue. Virtual currencies usedto purchase virtual items are recognized as revenue according to the prescribed revenue recognition policies of virtual items addressedbelow unless otherwise stated. All virtual items are non-refundable, consumed at a point-in-time and expire in a few days after the purchase.Under arrangements entered into with broadcasters and talent agencies, the Group shares a portion of the revenues derived from the sales ofvirtual items with them (“Revenue Sharing”).The Group has evaluated and determined that it is the principal and views the users to be its customers. Specifically, the Group controls thevirtual items before they are transferred to users. Its control is evidenced by the Group’s sole ability to monetize the virtual items beforethey are transferred to users, and is further supported by the Group being primarily responsible to the users for the delivery of the virtualitems as well as having full discretion in establishing pricing for the virtual items. Accordingly, the Group reports its live video servicerevenues on a gross basis with amounts billed to users for the virtual items recorded as revenues and the Revenue Sharing paid tobroadcasters and talent agencies recorded as cost of revenues. Sales proceeds are initially recorded as deferred revenue and recognized asrevenue based on the consumption of the virtual items. The Group has determined that the virtual items represent one performanceobligation in the live video service. Revenue related to each of the virtual items is recognized at the point in time when the virtual item istransferred directly to the broadcasters and consumed by them. Although some virtual items have expiry dates, the Group considers that theimpact of breakage for the virtual items is insignificant as historical data shows that virtual items are consumed shortly after they arereleased to users and the forfeiture rate remains relatively low for the periods presented. The Group does not have further performanceobligations to the user after the virtual items are consumed. F-21Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRevenue recognition - continued (a)Live video service - continued Users also have the right to purchase various combinations of virtual items in the live video, which are generally capable of being distinct.Specifically, the Group enters into certain contracts with its users where virtual item coupons are granted to users simultaneously with apurchase of a virtual item. The virtual item coupon can be used by the users to exchange for free virtual items in the future. Such virtualitem coupons typically expire a few days after being granted. The Group has determined that the virtual item coupons represent a materialright under Topic 606 which is recognized as a separate performance obligation at the outset of the arrangement. Judgment is required todetermine the standalone selling price for each distinct virtual item and virtual item coupon. The Group allocates the consideration to eachdistinct virtual item and virtual item coupon based on their relative standalone selling prices. In instances where standalone selling price isnot directly observable as the Group does not sell the virtual items separately, the Group determines the standalone selling price based onpricing strategies, market factors and strategic objectives. The Group recognizes revenue for each of the distinct virtual item in accordancewith the revenue recognition method discussed above unless otherwise stated. Revenue for the virtual item coupons are recognized whenthe virtual items purchased with the virtual item coupons are consumed. Although virtual item coupons have expiry dates, the Groupconsiders that the impact of breakage for the virtual items is insignificant as historical data shows that virtual currency coupons areconsumed shortly after they are released to users and the forfeiture rate remains relatively low for the periods presented.The Group does not provide any right of return and does not provide any other credit or incentive to its users. F-22Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRevenue recognition - continued (b)Value-added servicesValue-added services revenues mainly include membership subscription revenue and virtual gift service revenue. Membership subscriptionis a service package which enables members to enjoy additional functions and privileges. The contract period for the membershipsubscription ranges from one month to one year. All membership subscription is nonrefundable. The Group has determined that itsmembership subscription services represent one performance obligation. The Group collects membership subscription in advance andrecords it as deferred revenue. Revenue is recognized ratably over the contract period as the membership subscription services aredelivered.Virtual gift service was launched in 2016 to enhance users’ experience of interaction and social networking with each other. Users are ableto purchase virtual items and send them to other users. The Group shares a portion of the revenues derived from the sales of virtual itemswith the recipient of the virtual item. All virtual items are nonrefundable, consumed at a point-in-time and expire a few days after thepurchase. Although some virtual items have expiry dates, the Group considers that the impact of breakage for the virtual items isinsignificant as historical data shows that virtual items are consumed shortly after they are released to users, and the forfeiture rate remainsrelatively low for the periods presented. The Group collects the cash from the purchase of virtual items and recognized the sales of virtualitems when the performance obligation is satisfied. The Group has determined that it has one single performance obligation which is thedisplay of the virtual item for the users who purchase them. Revenues derived from the sale of virtual items are recorded on a gross basis asthe Group has determined that it is the principal in providing the virtual gift services for the same reasons outlined in the revenuerecognition policy for its live video services. The portion paid to gift recipients is recognized as cost of revenues. (c)Mobile marketingThe Group provides advertising and marketing solutions to customers for promotion of their brands and conduction of effective marketingactivities through its mobile application.Display-based mobile marketing servicesFor display-based online advertising services such as banners and location-based advertising on the mobile applications, the Group hasdetermined that its mobile marketing services represent one performance obligation. Accordingly, the Group recognizes mobile marketingrevenue ratably over the period that the advertising is provided commencing on the date the customer’s advertisement is displayed, orbased on the number of times that the advertisement has been displayed for cost per thousand impressions advertising arrangements.Performance-based mobile marketing servicesThe Group also enables advertising customers to place link on its mobile platform on a pay-for-effectiveness basis, which is referred to asthe cost for performance model. The Group charges fees to advertising customers based on the effectiveness of advertising links, which ismeasured by active clicks. The Group has determined that its mobile marketing services represent one performance obligation.Accordingly, the Group recognizes mobile marketing revenue based on sales of effective clicks. Revenue is estimated by the Group basedon its internal data, which is confirmed with respective customers periodically, or is recognized based on a fixed unit price.The Group’s mobile marketing revenues are recognized net of agency rebates, if applicable. Agency rebates have not been material for theyears ended December 31, 2016, 2017 and 2018. F-23Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRevenue recognition - continued (d)Mobile gamesThe Group publishes both licensed mobile games developed by third-party game developers and its self-developed games to the gameplayers through its mobile application.Licensed mobile gamesThe Group generates revenue from offering services of mobile games developed by third-party game developers. All of the licensed gamescan be accessed and played by game players directly through the Group’s mobile game platform. The Group primarily views the gamedevelopers to be its customers and considers its responsibility under its agreements with the game developers to be the promotion of thegame developers’ games. The Group generally collects payments from game players in connection with the sale of in-game currencies andremits certain agreed-upon percentages of the proceeds to the game developers. Purchases of in-game currencies are not refundable afterthey have been sold unless there is unused in-game currencies at the time a game is discontinued. Typically, a game will only bediscontinued when the monthly revenue generated by a game becomes consistently insignificant. The Group does not currently expect topay any material cash refunds to game players or game developers in connection with a discontinued game. The majority of the licensedmobile games revenue is derived from non-exclusive mobile games services further discussed below.Licensed mobile games - Non-exclusive mobile games servicesThe Group enters into non-exclusive agreements with the game developers and offers the Group’s mobile game platform for the mobilegames developed by the game developers. The Group considers its performance obligation under its arrangements with the gamedevelopers to be the offering of its mobile game platform for the game developers. The Group has determined that it has no additionalperformance obligation to the developers or game players upon the players completion of the corresponding in-game purchase. Therefore,the Group has determined that it is not the principal in the transaction and accordingly, revenues derived from the sale of in-gamecurrencies are recorded net of remittances to game developers and commission fees made to third-party application stores and otherpayment channels. Revenue is further recognized at the end of the estimated consumption date by individual game (i.e., the estimated datein-game currencies are consumed within the game), which is typically within a short period of time ranging from two to three days after thepurchase of the in-game currencies. F-24Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRevenue recognition - continued (d)Mobile games - continued Self-developed mobile gameIn February 2015, the Group launched one self-developed game on its platform and started to generate revenues by in-game sales of virtualitems. The Group has determined that it has a single performance obligation to the players who purchased the virtual items to gain anenhanced game-playing experience over the playing period of the paying players. Accordingly, the Group recognizes revenues ratablyover the estimated average period of player relationship starting from the point in time when the players purchase the virtual items andonce all other revenue recognition criteria are met. The Group operated eight and four self-developed mobile games in 2017 and 2018,respectively. The estimated periods of the player relationship ranged from 56 to 79 days as of December 31, 2017, and was 77 days as ofDecember 31, 2018, respectively.The Group has determined that it is the principal in fulfilling all obligations related to the mobile game operations for self-developedgames. Accordingly, revenues are recognized on a gross basis. Commission fees paid to third-party application stores and other paymentchannels are recorded as cost of revenues. (e)Other servicesRevenues from other services in the year ended December 31, 2018 mainly consisted of revenues generated from advertisement resultingfrom the broadcasting of one television program produced by the Group. During the year ended December 31, 2018, the Group signed anagreement with a television station, under which the Group is responsible for the production of the television program content, which wascompleted by December 31, 2018. The television station was responsible for providing advertising and marketing solutions to customersin addition to broadcasting the television program content. Revenue generated from the above is in the form of the advertising fees, sharedbetween the television station and the Group based on a pre-determined percentage stated in the agreement. The Group determined that itstelevision content production service represented one performance obligation. The broadcasting of the content was completed in the yearended December 31, 2018 and the revenue was recognized ratably during the period when the content was broadcasted on the televisionstation.Practical expedients and exemptionsThe Group’s contracts have an original duration of one year or less. Accordingly, the Group does not disclose the value of unsatisfiedperformance obligations. Additionally, the Group generally expenses sales commissions when incurred because the amortization period wouldhave been one year or less. These costs are recorded within selling and marketing expenses.Contract balancesContract balances include accounts receivable and deferred revenue. Accounts receivable represent cash due from third-party application storesand other payment channels as well as from advertising customers and are recorded when the right to consideration is unconditional. Theallowance for doubtful accounts reflects the best estimate of probable losses inherent to the account receivable balance. The Group recorded noimpairment charges related to contract assets in the period. Deferred revenue primarily includes cash received from paying users related to theGroup’s live video service and value-added service as well as cash received from the Group’s advertising customer. Deferred revenue isrecognized as revenue over the estimated service period or when all of the revenue recognition criteria have been met. Revenue recognized in2018 that was included in the deferred revenue balance as of January 1, 2018 was RMB 422,028.Cost of revenuesCost of revenues consist of expenditures incurred in the generation of the Group’s revenues, including but not limited to revenue sharing withthe broadcasters and talent agencies resulting from the sale of virtual items, production cost in connection the television content, bandwidthcosts, commission fee paid to third-party application stores and other payment channels except for those paid related to licensed mobile gameswhich are recorded net of revenue, salaries and benefits paid to employee, depreciation and amortization. These costs are expensed as incurredexcept for the direct and incremental platform commission fees to third-party application stores and other payment channels and production costin connection with the television content which are deferred in “Prepaid expenses and other current assets” on the consolidated balance sheets.Such deferred costs are recognized in the consolidated statements of operations in “Cost of revenues” in the period in which the related revenuesare recognized.Government subsidiesFor the government subsidies not subject to further performance obligations or future returns, the Group records the amounts as other incomewhen received from local government authority. Whereas for the government subsidies with certain future performance obligations, the Grouprecognizes those as liabilities when received until the performances obligations have been met at which time, those are recognized as otherincome. Government subsidies recorded as other income amounted to RMB2,000, RMB141,688 and RMB223,995 for the years endedDecember 31, 2016, 2017 and 2018. F-25Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continued Research and development expensesResearch and development expenses primarily consist of (i) salaries and benefits for research and development personnel, and (ii) technologicalservice fee, office rental and depreciation expenses associated with the research and development activities. The Group’s research anddevelopment activities primarily consist of the research and development of new features for its mobile platform and its self-developed mobilegames. The Group has expensed all research and development expenses when incurred.Value added taxes (“VAT”)Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VATbalance between input VAT and output VAT is recorded in accrued expenses and other current liabilities on the consolidated balance sheets.VAT is also reported as a deduction to revenue when incurred and amounted to RMB367,635, RMB812,249 and RMB1,136,034 for the yearsended December 31, 2016, 2017 and 2018, respectively.Income taxesCurrent income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized whentemporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Netoperating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reducedby a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will notbe realized.The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely than- not to besustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihoodof being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.Foreign currency translation and change in reporting currencyThe reporting currency of the Company is the Renminbi (“RMB”). The functional currency of the Company is the US dollar (“US$”). TheCompany’s operations are principally conducted through the subsidiaries, its VIEs and VIEs’ subsidiaries located in the PRC where the localcurrency is the functional currency.Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at therates of exchange in place at the balance sheet date. Transactions in currencies other than the functional currency during the year are convertedinto the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses arerecognized in the consolidated statement of operations.Assets and liabilities of the Group companies are translated from their respective functional currencies to the reporting currency at the exchangerates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the averageexchange rates in effect during the reporting period. The resulting foreign currency translation adjustment are recorded in other comprehensiveincome (loss).Starting from the fourth quarter of 2018, the Group changed its reporting currency from US$ to RMB, to reduce the impact of increased volatilityof the RMB to US$ exchange rate on the Group’s reported operating results. The aligning of the reporting currency with the underlyingoperations will better depict the Group’s results of operations for each period. The related financial statements prior to October 1, 2018 have beenrecasted to RMB as if the financial statements originally had been presented in RMB since the earliest periods presented. The change inreporting currency resulted in cumulative foreign currency translation adjustment to the Group’s comprehensive income amounted to a gain ofRMB175,963, a loss of RMB155,368 and a gain of RMB198,654 for the years ended December 31, 2016, 2017 and 2018, respectively. F-26Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedForeign currency translation and change in reporting currency - continued Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the noon buying rate of US$1.00 = RMB6.8755on the last trading day of 2018 (December 31, 2018) representing the certificated exchange rate published by the Federal Reserve Board. Norepresentation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any otherrates.Operating leasesLeases where the rewards and risks of ownership of assets primarily remain with the lessor are accounted for as operating leases. Payments madeunder operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods.Advertising expensesThe Group expenses advertising expenses as incurred. Total advertising expenses incurred were RMB367,532, RMB1,036,053 andRMB1,236,167 for the years ended December 31, 2016, 2017 and 2018, respectively, and have been included in sales and marketing expenses inthe consolidated statements of operations.Comprehensive incomeComprehensive income includes net income, unrealized gain or loss on available-for-sale investments and foreign currency translationadjustments. Comprehensive income is reported in the consolidated statements of comprehensive income.Share-based compensationShare-based payment transactions with employees and executives are measured based on the grant date fair value of the equity instrument issuedand recognized as compensation expense net of a forfeiture rate on a straight-line basis, over the requisite service period, with a correspondingimpact reflected in additional paid-in capital.Share-based compensation with cash settlement features is classified as liabilities. The percentage of the fair value that is accrued ascompensation cost at the end of each period is based on the percentage of the requisite service that has been rendered at that date. Changes in fairvalue of the liability classified award that occur during the requisite service period is recognized as compensation cost over that period. Theseawards typically vest over a period of four years, but may fully vest due to the achievement of certain performance conditions. Share-basedcompensation expense is recognized on an accelerated basis if it is probable that the performance conditions will be achieved during the vestingperiod.Share awards issued to consultants are measured at fair value at the earlier of the commitment date or the date the services are completed andrecognized over the period the services are provided.The estimate of forfeiture rate is adjusted over the requisite service period to the extent that actual forfeiture rate differs, or is expected to differ,from such estimates. Changes in estimated forfeiture rate is recognized through a cumulative catch-up adjustment in the period of change.Changes in the terms or conditions of share options are accounted as a modification. The Group calculates the excess of the fair value of themodified option over the fair value of the original option immediately before the modification, measured based on the share price and otherpertinent factors at the modification date. For vested options, the Group recognizes incremental compensation cost in the period thatthe modification occurred. For unvested options, the Group recognizes, over the remaining requisite service period, the sum of the incrementalcompensation cost and the remaining unrecognized compensation cost for the original award on the modification date. F-27Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continued Earnings per shareBasic earnings per ordinary share is computed by dividing net income attributable to ordinary shareholders by the weighted average number ofordinary shares outstanding during the period.The Group determined that the nonvested restricted shares are participating securities as the holders of the nonvested restricted shares have anonforfeitable right to receive dividends with all ordinary shares but the nonvested restricted shares do not have a contractual obligation to fundor otherwise absorb the Group’s losses. Accordingly, the Group uses the two-class method whereby undistributed net income is allocated on a prorata basis to the ordinary shares and nonvested restricted shares to the extent that each class may share the income for the period; whereas theundistributed net loss for the period is allocated to ordinary shares only because the nonvested restricted shares are not contractually obligated toshare the loss.Diluted earnings per ordinary share reflect the potential dilution that could occur if securities were exercised or converted into ordinary shares.The Group had share options, restricted share units and convertible senior notes, which could potentially dilute basic earnings per share in thefuture. To calculate the number of shares for diluted earnings per ordinary share, the effect of the share options and restricted share units iscomputed using the treasury stock method, and the effect of the convertible senior notes is computed using the as-if-converted method.Recent accounting pronouncements adoptedOn January 1, 2018, the Company adopted Topic 606. Under the standard, revenue is recognized when a customer obtains control of promisedgoods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition,the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.The Company applied the five step method outlined in Topic 606 to all revenue streams and elected to adopt the standard using the modifiedretrospective method. Refer to Note 2, Revenue recognition for further details.In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement ofFinancial Assets and Financial Liabilities. The ASU also provides a new measurement alternative for equity investments that do not have readilydeterminable fair values and do not qualify for the net asset value practical expedient. The ASU requires equity investments (except thoseaccounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value withchanges in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portionof the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected tomeasure the liability at fair value in accordance with the fair value option for financial instruments.ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarifycertain narrow aspects of the guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes anamendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to afair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that securityand all identical or similar investments of the same issued.ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periodswithin those fiscal years. The new guidance permits early adoption for certain provisions. Adoption of the amendment must be applied by meansof a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equityinstruments that do not have readily determinable fair values which should be applied prospectively. The Group adopted ASU 2016-01 and ASU2018-03 under the modified retrospective method in the fiscal year of 2018. The adoption of 2016-01 and ASU 2018-03 did not have asignificant impact on the Company’s consolidated results of operations, financial position or cash flows. F-28Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRecent accounting pronouncements adopted - continued In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Updaterequire that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generallydescribed as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cashequivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amountsshown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents.The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periodswithin those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be appliedusing a retrospective transition method to each period presented. The Group adopted ASU 2016-18 under the retrospective method in the fiscalyear of 2018. The adoption of 2016-18 did not have a significant impact on the Company’s cash flows for the years ended December 31, 2016,2017 and 2018.In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Definition of a Business. The Updaterequires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or agroup of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. Ifthe screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and asubstantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a marketparticipant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginningafter December 15, 2017, including interim periods within those periods. Early application of the amendments in this update is allowed. Theamendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Groupadopted this guidance on January 1, 2018. The adoption did not have significant impact on the Company’s consolidated results of operations,financial position or cash flows.Recent accounting pronouncements not yet adoptedIn February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 specifies the accounting for leases. For operatingleases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the leasepayments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease isallocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public business entities for annual reporting periodsand interim periods within those years beginning after December 15, 2018. The Group will adopt ASU 2016-02 on January 1, 2019 using themodified retrospective method. The Group will elect the package of practical expedients permitted under the transition guidance, which allowsthe Group to carry forward the historical lease classification and, the assessment whether a contract is or contains a lease and initial direct costsfor any leases that exist prior to adoption of the new standard. The Group will also elect the practical expedient not to separate lease andnon-lease components for certain classes of underlying assets and the short-term lease exemption for contracts with lease terms of 12 months orless. Certain operating leases related to offices and internet data center (“IDC”) facilities will be subject to ASU 2016-02 and right-of-use assetsand lease liabilities will be recognized on the Group’s consolidated balance sheet. The Company currently believes the most significant changewill be related to the recognition of right-of-use assets and lease liabilities on the Company’s balance sheet for certain in-scope operating leases.The Company does not expect any material impact on net assets and the consolidated statement of comprehensive income as a result of adoptingthe new standard.In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments (“ASU 2016-13”) which requires the measurement and recognition of expected credit losses for financial assets held at amortizedcost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timelyrecognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning afterDecember 15, 2019. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-13 on its consolidatedfinancial statements. F-29Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 2.SIGNIFICANT ACCOUNTING POLICIES - continuedRecent accounting pronouncements not yet adopted - continued In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting to simplify the accounting for share-based payments to nonemployees (“ASU 2018-07”) by aligning it with theaccounting for share-based payments to employees, with certain exceptions. Under the guidance, the measurement of equity-classifiednonemployee awards will be fixed at the grant date, which may lower their cost and reduce volatility in the income statement. The guidance iseffective for public business entities in annual periods beginning after December 15, 2018, and interim periods within those years. Earlyadoption is permitted, including in an interim period. The Group will adopt ASU 2018-07 on January 1, 2019 using grant date fair value tomeasure equity-classified nonemployee awards. The Group does not expect that the adoption of ASU 2018-07 will have a significant impact onthe Group’s 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”) which eliminates, adds and modifies certain disclosure requirements for fair valuemeasurements. Under the guidance, public companies will be required to disclose the range and weighted average used to develop significantunobservable inputs for Level 3 fair value measurements. The guidance is effective for all entities for fiscal years beginning after December 15,2019 and for interim periods within those fiscal years, but entities are permitted to early adopt either the entire standard or only the provisionsthat eliminate or modify the requirements. The Company is currently in the process of evaluating the impact of the adoption of ASU 2018-13 onits consolidated financial statements.In March 2019, the FASB issued ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials(“ASU 2019-02”) which improves GAAP by aligning the accounting for production costs of an episodic television series with the accounting forproduction costs of films by removing the content distinction for capitalization. In addition, ASU 2019-02 requires that an entity test a film orlicense agreement for program material within the scope of ASC 920-350 for impairment at a film group level when the film or license agreementis predominantly monetized with other films and/or license agreements. The presentation and disclosure requirements in ASU 2019-02 alsoincrease the transparency of information provided to users of financial statements about produced and licensed content. This update will beeffective for the Company’s fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption ispermitted. The Group is in the process of evaluating the impact of adoption of this guidance on its consolidated financial statements. 3.ACQUISITIONSAcquisition of Tantan LimitedOn May 31, 2018, the Group acquired 100% equity interest of Tantan, a leading social and dating app for the younger generation that wasfounded in 2014. The Group believes that the acquisition of Tantan helps to enrich its product line, expands its user base and strengthens itsleading position in China’s open social market.The consideration consisted of RMB3,930,246 of cash, of which RMB3,460,972 was paid as of December 31, 2018. The consideration alsoincluded 5,328,853 newly issued Class A ordinary shares of the Company which were fully issued as of the acquisition date. Cash consideration 3,930,246 Fair value of ordinary shares issued 784,215 Total consideration 4,714,461 F-30Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 3.ACQUISITION - continuedAcquisition of Tantan Limited - continued The transaction was accounted for as a business combination using the purchase method of accounting. The purchase price allocation of thetransaction was determined by the Group with the assistance of an independent valuation firm, and the purchase price allocation to assetsacquired and liabilities assumed as of the date of acquisition was as follows: Indicated Value Estimated useful lives RMB Net tangible assets: Cash and cash equivalents and short term investment 154,671 Accounts receivable 20,079 Other current asset 22,833 Property and equipment, net 46,160 Other non-current asset 3,030 Intangible assets Trade name 640,600 10 years Technology 26,100 3 years User base 342,500 5 years Total assets 1,255,973 Accounts payable (21,037) Other current liabilities (262,533) Deferred tax liabilities (252,300) Goodwill 3,994,358 Total consideration 4,714,461 The goodwill was mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, andcomprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from theacquisition.The following information summarizes the results of operation attributable to the acquisition included in the Group’s consolidated statement ofoperations since the acquisition date: Year ended December 31, 2018 RMB Net revenue 417,998 Net loss 519,206 F-31Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 3.ACQUISITIONS - continued Pro forma information of acquisitionsThe following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2017 and2018 assuming that the acquisition of Tantan occurred on January 1, 2017. The following pro forma financial information is not necessarilyindicative of the results that would have occurred had the acquisition been completed at the beginning of the periods as indicated, nor is itindicative of future operating results: Years ended December 31, 2017 2018 (Unaudited) (Unaudited) RMB RMB Pro forma net revenue 8,887,543 13,511,439 Pro forma net income attributable to ordinary shareholders of Momo Inc. 1,627,664 2,383,646 Pro forma net income per ordinary share - basic 4.13 5.86 Pro forma net income per ordinary share - diluted 3.92 5.50 4.PREPAID EXPENSES AND OTHER CURRENT ASSETSPrepaid expenses and other current assets consisted of the following: As of December 31, 2017 2018 RMB RMB Deposit at third-party payment channels (i) 190,238 258,039 Advance to suppliers (ii) 140,022 94,100 Interest receivable 54,920 87,057 Input VAT (iii) 24,164 69,075 Prepaid income tax and other expenses 52,499 55,084 Deferred platform commission cost 27,925 36,189 Advance to game developers 6,012 8,463 Game promotions fees paid on behalf of game developers 17,840 3,069 Others 24,562 9,903 538,182 620,979 (i)Deposit at third party payment channels are mainly the cash deposited in certain third party payment channels by the Group for thebroadcasters and the gift recipients who received the virtual items to withdraw their revenue sharing and the customer payment to theGroup’s account through the third party payment channels. (ii)Advance to suppliers were primarily for advertising fees, live video broadcasting service fees and other professional service fees. (iii)Input VAT mainly occurred from the purchasing of goods or other services, property and equipment and advertising activities. It is subjectto verification by related tax authorities before offsetting the VAT output. F-32Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 5.LONG-TERM INVESTMENTS As of December 31, 2017 2018 RMB RMB Equity method investments Jingwei Chuangteng (Hangzhou) L.P. (i) 48,273 64,441 Beijing Autobot Venture Capital L.P. (ii) 55,162 57,392 Hangzhou Aqua Ventures Investment Management L.P. (iii) 84,492 105,289 Chengdu Tianfu Qianshi Equity Investment Partnership L.P. (iv) — 20,586 Others (viii) 20,753 21,632 Equity securities without readily determinable fair values Hunan Qindao Cultural Spread Ltd. (v) 30,000 30,000 Hangzhou Faceunity Technology Limited (vi) — 70,000 Haining Yijiayi Culture Co., Ltd (vii) — 25,000 Others (viii) 49,791 53,125 288,471 447,465 Equity securities without readily determinable fair value were accounted as cost method investments prior to adopting ASC 321. The Groupperformed impairment analysis for equity method investments, equity securities without readily determinable fair values periodically.Impairment loss of RMB39,283, RMB 30,085 and RMB 43,200 was recorded for the long-term investments during the years ended December 31,2016, 2017 and 2018, respectively. (i)On January 9, 2015, the Group entered into a partnership agreement to subscribe partnership interest, as a limited partner, in JingweiChuangteng (Hangzhou) L.P. (“Jingwei”). According to the partnership agreement, the Group committed to subscribe 4.9% partnershipinterest in Jingwei for RMB30,000, which had been paid as of December 31, 2017. Due to Jingwei’s further rounds of financing, theGroup’s partnership interest was diluted to 2.4% as of December 31, 2017 and 2018. The Group recognized its share of partnership profitin Jingwei of RMB4,245, RMB11,677 and RMB16,168 during the year ended December 31, 2016, 2017 and 2018, respectively. (ii)On February 13, 2015, the Group entered into a partnership agreement to subscribe partnership interest, as a limited partner, in BeijingAutobot Venture Capital L.P. (“Autobot”). According to the partnership agreement, the Group committed to subscribe 31.9% partnershipinterest in Autobot for RMB30,000. Autobot had further rounds of financing, of which the Group subscribed for RMB10,000. Due toAutobot’s further round of financing, the Group’s partnership interest was diluted to 26.7% as of December 31, 2017 and 2018. Thecommitted subscription and further round of financing subscription amount, RMB40,000, was paid as of December 31, 2016. The Grouprecognized its share of partnership profit in Autobot of RMB5,039, RMB8,392 and RMB2,230 during the year ended December 31, 2016,2017 and 2018, respectively. (iii)On August 18, 2015, the Group entered into a partnership agreement to subscribe partnership interest, as a limited partner, in HangzhouAqua Ventures Investment Management L.P. (“Aqua”). According to the partnership agreement, the Group committed to subscribe 42.7%partnership interest for RMB50,000. The committed subscription amount had been fully paid as of December 31, 2016. The Grouprecognized its share of partnership profit in Aqua of RMB14,346, RMB20,709 and RMB20,797 during the years ended December 31,2016, 2017 and 2018, respectively. (iv)On September 12, 2018, the Group entered into a partnership agreement to subscribe partnership interest, as a limited partner, in ChengduTianfu Qianshi Equity Investment Partnership L.P. (“Tianfu”). According to the partnership agreement, the Group committed to subscribe6.8% partnership interest for RMB30,000, of which RMB12,000 had been paid as of December 31, 2018. The Group recognized its shareof partnership profit in Tianfu of RMB nil, RMB nil and RMB8,586 during the years ended December 31, 2016, 2017 and 2018,respectively. F-33Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 5.LONG-TERM INVESTMENTS - continued (v)On June 8, 2016, the Group entered into a share purchase agreement to acquire 16.0% preferred shares of Hunan Qindao Cultural SpreadLtd. (“Qindao”) for a total consideration of RMB30,000, which was fully paid off as of December 31, 2017. The investment was classifiedas available-for-sale security as the Group determined that the preferred shares were debt securities due to the redemption option availableto the investor and measured the investment subsequently at fair value. No unrealized holding gains was reported in other comprehensiveincome for the year ended December 31, 2016. On July 7, 2017, the Group signed a supplemental agreement with Qindao to waive theredemption right. The investment was reclassified to equity security as a result of the supplemental agreement. (vi)On January 17, 2018, the Group entered into a preferred share subscription agreement to acquire 10% equity of Hangzhou FaceunityTechnology Limited (“Faceunity”) for a total consideration of RMB70,000, which had been paid as of December 31, 2018. As theinvestment was neither a debt security nor an in-substance common stock, it was accounted as an equity securities without readilydeterminable fair values and measured at fair value using the measurement alternative. (vii)On August 2, 2018, the Group invested in Haining Yijiayi Culture Co., Ltd (“Yijiayi”) and acquired 5% equity for a total consideration ofRMB25,000, which had been paid as of December 31, 2018. As the investment was neither a debt security nor an in-substance commonstock, it was accounted as an equity securities without readily determinable fair values and measured at fair value using the measurementalternative. (viii)Others represent equity method investments or equity securities without readily determinable fair values that are individuallyinsignificant. 6.PROPERTY AND EQUIPMENT, NETProperty and equipment, net consisted of the following: As of December 31, 2017 2018 RMB RMB Computer equipment 296,559 513,448 Office equipment 79,470 115,048 Vehicles 1,230 3,599 Leasehold improvement 67,440 94,340 Less: accumulated depreciation (186,002) (338,868) Exchange difference 7 (35) 258,704 387,532 Depreciation expenses charged to the consolidated statements of operations for the years ended December 31, 2016, 2017 and 2018 wereRMB55, 845, RMB78, 885 and RMB148, 238, respectively. F-34Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 7.INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: As of December 31, 2017 2018 RMB RMB Trade name — 687,164 Active user — 367,396 Technology — 27,997 License 52,433 52,433 Game copyright 2,170 2,170 Less: accumulated amortization and impairment (6,050) (99,080) Exchange difference — (1,094) Net book value 48,553 1,036,986 Amortization expenses and impairment loss charged to the consolidated statements of operations for the years ended December 31, 2016, 2017and 2018 were RMB nil, RMB6,050 and RMB93,030, respectively.The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows: For the year ended December 31, Amounts RMB 2019 157,260 2020 157,260 2021 151,121 2022 147,209 2023 104,346 Thereafter 319,790 Total 1,036,986 8.GOODWILL As of December 31, 2018 Momo Tantan Total RMB RMB RMB Balance, as of January 1, 2017 — — — Acquisition of other 22,130 — 22,130 Balance, as of December 31, 2017 22,130 — 22,130 Acquisition of Tantan Limited (Note 3) — 3,994,358 3,994,358 Foreign exchange differences — 290,341 290,341 Balance, as of December 31, 2018 22,130 4,284,699 4,306,829 To assess potential impairment of goodwill, the Group performs an assessment of the carrying value of the reporting units at least on an annualbasis or when events occur or circumstances change that would more likely than not reduce the estimated fair value of the reporting units belowits carrying value. The Group performed a goodwill impairment analysis as of December 31, 2018. When determining the fair value of both theMomo and Tantan reporting units, the Group used a discounted cash flow model that included a number of significant unobservable inputs. Keyassumptions used to determine the estimated fair value include: (a) internal cash flows forecasts including expected revenue growth, operatingmargins and estimated capital needs, (b) an estimated terminal value using a terminal year long-term future growth rate determined based on thegrowth prospects of the reporting units; and (c) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant riskassociated with the Momo and Tantan reporting units’ operations and the uncertainty inherent in the Group’s internally developed forecasts.Based on the Group’s assessment as of December 31, 2018, the fair value of both business reporting units exceeded their carrying value. F-35Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 9.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: As of December 31, 2017 2018 RMB RMB Accrued payroll and welfare 224,618 302,117 Payable for advertisement 122,211 254,872 Balance of users’ virtual accounts 92,228 112,488 Other tax payables 61,529 99,964 Accrued professional services and rental fee 23,041 38,415 VAT payable 10,040 9,208 Others 37,666 29,646 Total 571,333 846,710 10.CONVERTIBLE SENIOR NOTESIn July 2018, the Company issued RMB4,985 million (US$725 million) of convertible senior notes (the “Notes”) which will mature in on July 1,2025. The Notes will be convertible into the Company’s American depositary shares (“ADSs”), at the option of the holders, based on an initialconversion rate of 15.4776 of the Company’s ADSs per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price ofapproximately US$64.61 per ADS and represents an approximately 42.5% conversion premium over the closing trading price of the Company’sADSs on June 26, 2018, which was US$45.34 per ADS). The conversion rate for the Notes is subject to adjustments upon the occurrence ofcertain events.The holders of the Notes may convert their notes, in integral multiples of US$1,000 principal amount, at any time prior to the day immediatelypreceding the maturity date. The Company will not have the right to redeem the Notes prior to maturity, except in the event of certain changes tothe tax laws or their application or interpretation. The holders of the Notes will have the right to require the Company to repurchase all or part oftheir Notes in cash on July 1, 2023, or in the event of certain fundamental changes. As of December 31, 2018, no Notes were converted into theCompany’s ADSs.The Notes bear interest at a rate of 1.25% per year and will be payable semiannually.As of December 31, 2018, the carrying value of the Notes was RMB 4,877,116. The balance at December 31, 2018 included unamortizedissuance costs of RMB107,622. The debt issuance costs are being amortized through interest expense over the period from July 2, 2018, the dateof issuance, to July 1, 2025, the date of expiration, using the effective interest rate method which was 1.61% for the year ended December 31,2018. Amortization and interest expenses related to the convertible senior notes amounted to RMB38,491 during the year ended December 31,2018.The conversion option meets the definition of a derivative. However, since the conversion option is considered indexed to the Company’s ownstock and classified in stockholders’ equity, the scope exception is met, accordingly the bifurcation of the conversion option from the Notes isnot required. There is no beneficial conversion feature attributable to the Notes as the set conversion prices for the Notes are greater than therespective fair values of the ordinary share price at date of issuance.The feature of mandatory redemption upon maturity is clearly and closely related to the debt host and this feature does not need to be bifurcated.Based on above, the Company accounted for the Notes in accordance with ASC 470, as a single instrument under long-term debt. Issuance costsrelated to the Notes is recorded in consolidated balance sheet as a direct deduction from the principal amount of the Notes. F-36Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 11.FAIR VALUE Measured on recurring basisThe Group measures its financial assets and liabilities including cash and cash equivalents at fair value on a recurring basis as of December 31,2017 and 2018. Cash and cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued based on the quotedmarket price in an active market.As of December 31, 2017 and 2018, information about inputs for the fair value measurements of the Group’s assets that are measured at fair valueon a recurring basis in periods subsequent to their initial recognition is as follows: Fair Value Measured as of December 31, Description 2017 QuotedPrices inActiveMarket forIdenticalAssets SignificantOtherObservableInputs SignificantUnobservableInputs RMB (Level 1) (Level 2) (Level 3) Cash and cash equivalents 4,462,194 4,462,194 — — Total 4,462,194 4,462,194 — — Fair Value Measured as of December 31, Description 2018 QuotedPrices inActiveMarket forIdenticalAssets SignificantOtherObservableInputs SignificantUnobservableInputs RMB (Level 1) (Level 2) (Level 3) Cash and cash equivalents 2,468,034 2,468,034 — — Total 2,468,034 2,468,034 — — Additional information about the reconciliation of the fair value measurement of long-term investments using significant unobservable inputs(level 3) on a recurring basis are is as follows: RMB Balance as of December 31, 2016 50,452 Purchase 10,000 Other-than-temporary loss recognized (30,085) Reclassification to equity securities without readily determinable fair value (i) (30,000) Foreign exchange difference (367) Balance as of December 31, 2017 — Balance as of December 31, 2018 — (i)The investment in Qindao was reclassified from long-term investments to equity securities without readily determinable fair value as ofresult of the waiver of redemption right in July 2017. Please refer to Note 5 for additional information on the reclassification. F-37Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 11.FAIR VALUE - continued Measured on nonrecurring basisThe Group measures its equity method investments at fair value on a nonrecurring basis whenever events or changes in circumstances indicatethat the carrying value may not be recoverable. As of December 31, 2017 and 2018, the Group performed an impairment test on its equity methodinvestees and recorded an impairment loss of RMB nil and RMB nil, respectively.Such impairments are considered level 3 fair value measurements because the Group used unobservable inputs such as the managementprojection of discounted future cash flow and the discount rate.For goodwill impairment testing, refer to Note 8 for details. 12.INCOME TAXESCaymanIn July 2014, the Company was redomiciled in the Cayman Islands as an exempted company registered under the laws of the Cayman Islands.Under the current laws of the Cayman Islands, it is not subject to tax on either income or capital gain.BVIMomo BVI is a tax-exempted company incorporated in the BVI.The United States (“US”)Momo US and Tantan US are incorporated in the U.S.A.In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TaxAct”). The Tax Act makes broad and complex changes to the U.S. tax code including, but not limited to, (1) reducing the U.S. federal corporatetax rate, (2) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years, and (3)bonus depreciation that will allow for full expensing of qualified property. The impact of the Tax Act is not material to the Group’s operation andresulted in a decrease in income tax rate from 35% before January I, 2018 to 21% after January 1, 2018 for tax and income earned as determinedin accordance with the relevant tax rules and regulations.Hong KongThe Company’s subsidiaries domiciled in Hong Kong are subject to a two-tiered income tax rate for taxable income earned in Hong Kongeffectively since April 1, 2018. The first 2 million Hong Kong dollars of profits earned by the company are subject to be taxed at an income taxrate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%.PRCIn August 2014, Beijing Momo IT was qualified as a software enterprise. As such, Beijing Momo IT will be exempt from income taxes for twoyears beginning in its first profitable year which was from 2015 to 2016 followed by a tax rate of 12.5% for the succeeding three years which isfrom 2017 to 2019.According to No. 23 announcement of the State Administration of Taxation of PRC in April 2018, Chengdu Momo is no longer required tosubmit the preferential tax rate application to the tax authority, but only required to keep the relevant materials for future tax inspection instead.Based on the historically experience, the Group believes Chengdu Momo will most likely to be qualified as western China developmententerprise and accordingly be entitled to a preferential income tax rate of 15% for the year 2018. As a result, the Group applied 15% to determinethe tax liabilities for Chengdu Momo.In October 2018, Beijing Santi Cloud Union Technology Co., Ltd. (“Santi Cloud Union”) qualified as a High and New Technology enterprise(“HNTE”). As such, Santi Cloud Union enjoyed a preferential tax rate of 15% from 2018 to 2020. Santi Cloud Union was in accumulated lossposition for the year ended December 31, 2018.The other entities incorporated in the PRC are subject to an enterprise income tax at a rate of 25%. F-38Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 12.INCOME TAXES - continuedPRC - continued Since January 1, 2011, the relevant tax authorities of the Group’s subsidiaries have not conducted a tax audit on the Group’s PRC entities. Inaccordance with relevant PRC tax administration laws, tax years from 2015 to 2017 of the Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries,remain subject to tax audits as of December 31, 2018, at the tax authority’s discretion.Under the Enterprise Income Tax Law (the “EIT Law”) and its implementation rules which became effective on January 1, 2008, dividendsgenerated after January 1, 2008 and payable by foreign-invested enterprise in the PRC to its foreign investors who are non-resident enterprisesare subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with PRC that provides fora different withholding arrangement. Under the taxation arrangement between the PRC and Hong Kong, a qualified Hong Kong tax residentwhich satisfies the criteria of “beneficial owner” and directly holds 25% or more of the equity interest in a PRC resident enterprise is entitled to areduced withholding tax rate of 5% for dividends generated in the PRC. Cayman, where the Company is incorporated, does not have a tax treatywith PRC.Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group’s overall operations, and more specifically,with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will beconsidered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementationrules to the EIT Law provide that non-resident legal entities will be considered China residents if substantial and overall management andcontrol over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the presentuncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of thePRC within the Group should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently determine that the Companyand its subsidiaries registered outside the PRC should be deemed resident enterprises, the Company and its subsidiaries registered outside thePRC will be subject to the PRC income taxes, at a rate of 25%.If any entity within the Group that is outside the PRC were to be a non-resident for PRC tax purposes dividends paid to it out of profits earnedafter January 1, 2008 would be subject to a withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with the PRC.Aggregate undistributed earnings of the Company’s PRC subsidiaries and the VIEs that are available for reinvestment. Upon distribution of suchearnings, the Company will be subject to the PRC EIT, the amount of which is impractical to estimate. The Company did not record anywithholding tax on any of the aforementioned undistributed earnings because the relevant subsidiaries and the VIEs do not intend to declaredividends and the Company intends to permanently reinvest it within the PRC. Additionally, no deferred tax liability was recorded for taxabletemporary differences attributable to the undistributed earnings because the Company believes the undistributed earnings can be distributed in amanner that would not be subject to income tax. F-39Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 12.INCOME TAXES - continuedPRC - continued Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financialreporting purposes and the amounts used for income tax purposes. The Group did not retrospectively apply the changes to prior years. Significantcomponents of the Group’s deferred tax assets and liabilities are as follows: As of December 31, 2017 2018 RMB RMB Deferred tax assets: Advertising expense 38,760 221,113 Net operating tax losses carry-forward 25,792 103,060 Impairment on long-term investments and game copyright 2,599 11,336 Accrued expenses 5,466 43,631 Less: valuation allowance (25,792) (321,354) Deferred tax assets, net 46,825 57,786 Deferred tax liabilities: Intangible assets acquired 12,138 259,247 Deferred tax liabilities, net 12,138 259,247 The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets willmore likely than not be realized: the nature, frequency and severity of losses, forecasts of future profitability, the duration of statutory carry-forward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives. The Group’s ability to realize deferredtax assets depends on its ability to generate sufficient taxable income within the carry-forward periods provided for in the tax law.As of December 31, 2018, the tax loss carry-forward for the Company’s subsidiaries domiciled in PRC, VIEs, and VIEs’ subsidiaries amounted toRMB264,709. The tax losses in PRC can be carried forward for five years to offset future taxable profit, and the period was extended to 10 yearsfor entities qualified as HNTE in 2018 and thereafter. The tax losses of entities in the PRC will begin to expire in 2020, if not utilized.As of December 31, 2018, the tax loss carryforward for the Company’s subsidiaries domiciled in Hong Kong amounted to RMB109,697, whichwould be carried forward indefinitely and set off against its future taxable profits.As of December 31, 2018, the tax loss carry-forward for the Company’s subsidiaries domiciled in US amounted to RMB70,055. RMB 61,774 wasgenerated from the years before 2018, which can be carried back two years and forward twenty years. The remaining RMB 8,281 was generated inthe year ended December 31, 2018, which can be carried forward indefinitely but cannot be carried back, and can be used to offset only80 percent of the taxable income. F-40Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 12.INCOME TAXES - continuedPRC - continued The Group does not file combined or consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs may not be used to offsetother subsidiaries’ or VIEs’ earnings within the Group. Valuation allowance is considered on each individual subsidiary and legal entity basis.Valuation allowances have been established in respect of certain deferred tax assets as it is considered more likely than not that the relevantdeferred tax assets will not be realized in the foreseeable future.Reconciliation between income tax expense computed by applying the PRC EIT rate of 25% to income before income taxes and the actualprovision for income tax is as follows: For the years ended December 31, 2016 2017 2018 RMB RMB RMB Net income before provision for income tax 990,413 2,549,735 3,439,535 PRC statutory tax rate 25% 25% 25% Income tax expense at statutory tax rate 247,603 637,434 859,884 Permanent differences (516) (446) 20,135 Change in valuation allowance (16,034) 5,990 98,862 Effect of income tax rate difference in other jurisdictions 54,242 80,085 156,136 Effect of tax holidays and preferential tax rates (250,657) (278,062) (435,369) Provision for income tax 34,638 445,001 699,648 If Beijing Momo IT and Chengdu Momo did not enjoy income tax exemptions and preferential tax rates for the years ended December 31, 2016,2017 and 2018, the increase in income tax expenses and resulting net income per share amounts would be as follows: For the years ended December 31, 2016 2017 2018 RMB RMB RMB Increase in income tax expenses 250,657 278,062 435,369 Net income per ordinary share attributable to Momo Inc. - basic 1.87 4.74 5.85 Net income per ordinary share attributable to Momo Inc. - diluted 1.74 4.50 5.59 No significant unrecognized tax benefit was identified for the years ended December 31, 2016, 2017 and 2018. The Group did not incur anyinterest and penalties related to potential underpaid income tax expenses and also believed that uncertainty in income taxes did not have asignificant impact on the unrecognized tax benefits within next twelve months. F-41Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 13.ORDINARY SHARESIn 2016, 2017 and 2018, 5,197,032, 9,476,874 and 10,122,318 ordinary shares were issued in connection with the exercise of options andvesting of restricted share units previously granted to employees, executives and consultants under the Company’s share incentive plans (seeNote 14), respectively.In May 2018, 5,328,853 ordinary shares were issued as part of consideration for the acquisition of Tantan. See Note 3.As of December 31, 2018, there were 333,512,014 Class A ordinary shares and 80,364,466 Class B ordinary shares issued and outstanding, parvalue $0.0001 per share. 14.SHARE-BASED COMPENSATIONShare options granted by the CompanyIn November 2012, the Company adopted a share incentive plan (“2012 Plan”), which was amended in October 2013. The maximum aggregatenumber of shares which may be issued pursuant to all awards under the 2012 Plan is 44,758,220 ordinary shares.In November, 2014, the Company adopted the 2014 share incentive plan (“2014 Plan”), pursuant to which a maximum aggregate of 14,031,194Class A ordinary shares may be issued pursuant to all awards granted thereunder. Starting from 2017, the number of shares reserved for futureissuances under the 2014 Plan will be increased by a number equal to 1.5% of the total number of outstanding shares on the last day of theimmediately preceding calendar year, or such lesser number of Class A ordinary shares as determined by the Company’s board of directors, on thefirst day of each calendar year during the term of the 2014 Plan. With the adoption of the 2014 Plan, the Company will no longer grant anyincentive shares under the 2012 Plan. The time and condition to exercise options will be determined by the Board or a committee of the Board.The term of the options may not exceed ten years from the date of the grant, except for the situation of amendment, modification and termination.Under the 2014 Plan, share options are subject to vesting schedules ranging from two to four years. F-42Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continuedShare options granted by the Company - continued The following table summarizes the option activity for the year ended December 31, 2018: Number ofoptions Weightedaverageexercise priceper option(US$) Weighted averageremainingcontractual life(years) Aggregated intrinsicValue(US$) Outstanding as of January 1, 2018 26,969,291 0.0536 7.40 328,658 Granted 5,502,868 0.0002 Exercised (10,028,568) 0.0800 Forfeited (660,488) 0.0002 Outstanding as of December 31, 2018 21,783,103 0.0296 7.36 258,030 Exercisable as of December 31, 2018 10,227,313 0.0628 5.98 120,807 There were 10,227,313 vested options, and 10,477,208 options expected to vest as of December 31, 2018. For options expected to vest, theweighted-average exercise price was US$0.0002 as of December 31, 2018 and aggregate intrinsic value was US$136,006 and US$124,415 as ofDecember 2017 and 2018, respectively.The weighted-average grant-date fair value of the share options granted during the years 2016, 2017, and 2018 was US$6.24, US$17.41 andUS$17.75, respectively. Total intrinsic value of options exercised for the years ended December 31, 2016, 2017 and 2018 was US$45,581,US$154,233 and US$209,797, respectively. The total fair value of options vested during the years ended December 31, 2016, 2017 and 2018 wasUS$27,171, US$37,979 and US$59,226, respectively.In July 2016, the Company canceled 187,500 outstanding employee share options granted under the 2014 Plan for one employee. As a result, theCompany immediately recognized the unvested compensation cost attributable to the canceled award amounting to RMB10,002 in 2016.The fair value of options granted was estimated on the date of grant using the Black-Sholes pricing model after the Company completed its IPO,with the following assumptions used for grants during the applicable periods: Risk-free interestrate of return Contractual term Volatility Dividend yield Exercise price(US$) 2016 1.75%~2.70% 10 years 52.5%~55.3% — 0.0002 2017 2.47%~2.87% 10 years 50.7%~54.0% — 0.0002 2018 3.16%~3.66% 10 years 50.0%~50.7% — 0.0002 F-43Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continuedShare options granted by the Company - continued (1)Risk-free interest rateRisk-free interest rate was estimated based on the yield to maturity of China international government bonds with a maturity period closeto the expected term of the options. (2)Contractual termThe Company used the original contractual term. (3)VolatilityThe volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility ofcomparable listed companies over a period comparable to the expected term of the options. (4)Dividend yieldThe dividend yield was estimated by the Group based on its expected dividend policy over the expected term of the options. (5)Exercise priceThe exercise price of the options was determined by the Group’s board of directors.The fair value of the ordinary shares is determined as the closing sales price of the ordinary shares as quoted on the principal exchange or system.For employee and executives share options, the Group recorded share-based compensation of RMB186,687, RMB286,119 and RMB377,241during the years ended December 31, 2016, 2017 and 2018, respectively, based on the fair value on the grant dates over the requisite serviceperiod of award according to the vesting schedule for employee share option.For non-employee share options the Group recorded share-based compensation of RMB20,767, RMB44,277 and RMB14,360 during the yearsended December 31, 2016, 2017 and 2018, respectively, based on the fair value at the commitment date and recognized over the period theservice is provided.As of December 31, 2018, total unrecognized compensation expense relating to unvested share options was RMB1,054,778, which will berecognized over a weighted average period of 2.81 years. The weighted-average remaining contractual term of options outstanding is 7.36 years. F-44Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continued Non-vested restricted shares granted by the CompanyIn April 2012, the Company’s four founding shareholders entered into an arrangement with the investor in conjunction with the issuance ofSeries A preferred shares, whereby all of their 147,000,000 ordinary shares (“Founders’ shares”) became subject to service and transferrestrictions. Such Founders’ shares are subject to repurchase by the Company upon early termination of their four years of employment. Therepurchase price is the par value of the ordinary shares. 25% of the Founders’ shares shall be vested annually. The restricted share agreementswere subsequently amended on June 11, 2012 and July 18, 2012, respectively. Pursuant to the agreements, 25% of the Founders’ shares shall vestupon the closing of issuance of Series B preferred shares and the remaining 75% shall be vested monthly in equal installments over the next 36months. This arrangement has been accounted for as a grant of restricted stock awards subject to service vesting conditions. Because themodification does not affect any of the other terms or conditions of the award, presumably the fair value before and after the modification is thesame. The restrictions on the ordinary shares were fully released and such shares became fully vested in 2016.On May 15, 2014, the Company’s four founding shareholders entered into an agreement with the investors to renew the arrangement. TheCompany considered the amendment of agreement as a modification of vesting of the restricted shares. Pursuant to the agreement, the Companyshall be entitled to repurchase 50% and 25% of such shares in the case that founders terminate their employments with the Company beforeApril 17, 2015 and during the period from April 17, 2015 to April 17, 2016, respectively, at a price of US$0.0001 per share or the lowest pricepermitted under applicable laws. Therefore, the Company considered that 50% of the total restricted shares were vested immediately on theamendment date and 25% shall be vested annually on April 17 in the next two years ending April 17, 2016. Before the modification date,May 15, 2014, there were 131,348,411 ordinary shares, of which 45,937,500 were unvested restricted shares. As the result of modification,19,736,705 vested ordinary shares were classified to unvested restricted shares on the modification date and the corresponding compensationcosts for these unvested restricted shares were amortized over the remaining service period. Because the modification does not affect any of theother terms or conditions of the award, the fair value of the restricted shares before and after the modification is the same.A summary of non-vested restricted share activity during the years ended December 31, 2016, 2017 and 2018 is presented below: Number of shares Outstanding as of January 1, 2016 28,625,378 Granted — Modification — Vested (28,625,378) Outstanding as of December 31, 2016 — The weighted average grant date fair value of the non-vested restricted shares was US$0.01 per share and the aggregated fair value was US$1,470.The total fair value of non-vested restricted shares vested during the years ended December 31, 2016, 2017 and 2018 was US$286, US$ nil andUS$ nil, respectively.The Company recorded compensation expense of RMB348, RMB nil and RMB nil during the years ended December 31, 2016, 2017 and 2018,respectively, related to non-vested restricted shares.As of December 31, 2018, total unrecognized compensation expense relating to the non-vested restricted shares was RMB nil. F-45Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continued Restricted share units (“RSUs”) granted by the CompanyOn December 11, 2014, the Company granted a total of 40,001 shares of RSUs to independent directors under the 2014 Plan. The restricted shareunits will vest in accordance with the vesting schedule set out in the RSUs award agreement, which is 50% of the RSUs shall vest at the end ofevery six months since the grant date.On May 17, 2016, March 7, 2017 and May 2, 2018, the Company further granted 200,000, 100,000 and 100,000 shares of RSUs, respectively, tothe independent directors under the 2014 Plan with a vesting period of 4 years.The Company will forfeit the unvested portion of the RSUs if the grantees terminate their service during the vesting period.The Group recorded share-based compensation of RMB2,295, RMB4,173 and RMB6,609 for RSUs for the years ended December 31, 2016, 2017and 2018, respectively, based on the fair value on the grant dates over the requisite service period of award using the straight-line method.As of December 31, 2018, total unrecognized compensation expense relating to unvested RSUs was RMB17,979 which will be recognized over aweighted average period of 2.69 years. F-46Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continued Share options granted by Tantan LimitedIn March, 2015, Tantan Limited adopted the 2015 share incentive plan (“2015 Plan”), pursuant to which a maximum aggregate of 1,000,000shares may be issued pursuant to awards may be authorized, but unissued ordinary shares. The Board of Directors may in its discretion makeadjustments to the numbers of shares. In April 2016 and March 2017, the Board of Directors of Tantan approved to adjust the numbers of sharesto a maximum aggregate of 2,000,000 and 2,793,812, respectively.In July, 2018, Tantan Limited adopted the 2018 share incentive plan (“2018 Plan”), pursuant to which the maximum aggregate number of shareswhich may be issued shall initially be 5,963,674 ordinary shares, plus that number of ordinary shares authorized for issuance under the 2015Plan, in an amount equal to (i) the number of ordinary shares that were not granted pursuant to the 2015 Plan, plus (ii) the number of ordinaryshares that were granted pursuant to the 2015 Plan that have expired without having been exercised in full or have otherwise becomeunexercisable. The time and condition to exercise options will be determined by Tantan’s Board. The term of the options may not exceed tenyears from the date of the grant, except for the situation of amendment, modification and termination.Options classified as equity awardsThe following table summarizes the option activity for the year ended December 31, 2018: Number ofoptions Weightedaverageexercise priceper option(US$) Weightedaverageremainingcontractual life(years) Aggregatedintrinsic value(US$) Outstanding as of the acquisition date 1,507,488 0.9062 7.07 45,969 Granted 575,629 21.4461 Exercised — — Forfeited (186,531) 0.7616 Outstanding as of December 31, 2018 1,896,586 7.1544 7.45 35,666 Exercisable as of December 31, 2018 358,281 1.0547 6.48 8,923 There were 358,281 vested options, and 1,353,711 options expected to vest as of December 31, 2018. For options expected to vest, the weighted-average exercise price was US$8.58 as of December 31, 2018 and the aggregate intrinsic value amounted to US$23,534 as of December 31, 2018.The weighted-average grant-date fair value of the share options granted during the year ended December 31, 2018 was US$14.99. Total intrinsicvalue of options exercised for the year ended December 31, 2018 was US$ nil. The total fair value of options vested during the year endedDecember 31, 2018 was US$7,600.The fair value of each option granted was estimated on the date of grant using the binomial tree pricing model with the following assumptionsused for grants during the applicable periods: Risk-free interestrate of return Contractual term Volatility Dividend yield Exercise price(US$) During the year ended December 31, 2018 3.58% 10 years 55.4% — 1.6-25.0 F-47Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continuedShare options granted by Tantan Limited - continuedOptions classified as equity awards - continued (1)Risk-free interest rateRisk-free interest rate was estimated based on the yield to maturity of China international government bonds with a maturity period closeto the expected term of the options. (2)Contractual termTantan Limited used the original contractual term. (3)VolatilityThe volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility ofcomparable listed companies over a period comparable to the expected term of the options. (4)Dividend yieldThe dividend yield was estimated by Tantan Limited based on its expected dividend policy over the expected term of the options. (5)Exercise priceThe exercise price of the options was determined by the Tantan Limited’s board of directors. (6)Fair value of underlying ordinary sharesThe estimated fair value of the ordinary shares underlying the options as of the respective grant dates was determined based on aretrospective valuation, which used management’s best estimate for projected cash flows as of each valuation date.For share options classified as equity awards, Tantan Limited recorded share-based compensation of RMB94,977 during the year endedDecember 31, 2018 , based on the fair value of the grant dates over the requisite service period of award according to the vesting schedule foremployee share option.As of December 31, 2018, total unrecognized compensation expense relating to unvested share options was RMB236,053 which will berecognized over a weighted average period of 2.79 years. The weighted-average remaining contractual term of options outstanding is 7.45 years. F-48Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continuedShare options granted by Tantan Limited - continued Options classified as liability awardsIn August 2018, Tantan Limited granted 3,578,205 share options to its founders under the 2018 Plan. The founders have the right to requestTantan Limited to redeem for cash the vested options upon the termination of the founders’ employment at a price based on a fixed equity valueof Tantan Limited. Therefore, the awards are classified as liability on the consolidated balance sheet due to their cash settlement feature. Theoptions include a four years vesting condition whereas options vest ratably at the end of each year. Accordingly, the awards are re-measured ateach reporting date with a corresponding charge to stock-based compensation expense and are amortized over four years. The share options alsoinclude a performance condition in which the founders have the right to receive fully vested options immediately upon achieving certainperformance conditions. As of December 31, 2018, the Group assessed and concluded that it is not probable that the achievement of theperformance condition will be met prior to the end of the four years vesting term.No liability classified options were vested, and 3,578,205 options were outstanding and expected to vest as of December 31, 2018. For optionsexpected to vest, the weighted-average exercise price was US$0.002 and the aggregate intrinsic value amounted to US$92,883 as ofDecember 31, 2018. The weighted-average grant-date fair value of the share options granted for the year ended December 31, 2018 wasUS$37.15.The fair value of each option granted was estimated using the binomial tree pricing model with the following assumptions used during theapplicable periods: Risk-free interestrate of return Contractual term Volatility Dividend yield Exercise price(US$) During the year ended December 31, 2018 3.39%~3.58% 10 years 55.4%~55.6% — 0.002 (1)Risk-free interest rateRisk-free interest rate was estimated based on the yield to maturity of China international government bonds with a maturity period closeto the expected term of the options. (2)Contractual termTantan Limited used the original contractual term. (3)VolatilityThe volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility ofcomparable listed companies over a period comparable to the expected term of the options. (4)Dividend yieldThe dividend yield was estimated by Tantan Limited based on its expected dividend policy over the expected term of the options. (5)Exercise priceThe exercise price of the options was determined by the Board of Directors of Tantan Limited. (6)Fair value of underlying ordinary sharesThe estimated fair value of the ordinary shares underlying the options as of the respective grant dates was determined based on aretrospective valuation, which used management’s best estimate for projected cash flows as of each valuation date. F-49Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 14.SHARE-BASED COMPENSATION - continuedShare options granted by Tantan Limited - continuedOptions classified as liability awards - continued For share options classified as liability awards, Tantan Limited recorded share-based compensation of RMB86,778 during the year endedDecember 31, 2018, based on the fair value at the grant date and adjusted subsequently at each reporting dates.As of December 31, 2018, total unrecognized compensation expense relating to unvested share options was RMB818,092, which is expected tobe recognized over a weighted average period of 3.62 years. Total unrecognized compensation expenses and recognition period may be adjustedfor future changes in estimated forfeitures, and the probability and time of achieving the performance condition .The weighted-averageremaining contractual term of options outstanding is 9.62 years. 15.NET INCOME PER SHAREFor the year ended December 31, 2016, the Group determined that the nonvested restricted shares are participating securities as the holders of thenonvested restricted shares have a nonforfeitable right to receive dividends with all ordinary shares but the nonvested restricted shares do nothave a contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, the Group uses the two-class method of computing netincome per share, for ordinary shares and nonvested restricted shares according to the participation rights in undistributed earnings.The calculation of net income per share is as follows: For the years ended December 31, 2016 2017 2018 RMB RMB RMB Numerator: Net income attributable to Momo Inc. 978,969 2,148,098 2,815,775 Undistributed earnings allocated to participating nonvested restricted shares (21,550) — — Net income attributed to ordinary shareholders for computing net income per ordinary share-basicand diluted 957,419 2,148,098 2,815,775 F-50Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 15.NET INCOME PER SHARE - continued For the years ended December 31, 2016 2017 2018 RMB RMB RMB Denominator: Denominator for computing net income per share-basic: Weighted average ordinary shares outstanding used in computing net income perordinary share-basic 377,335,923 394,549,323 407,009,875 Weighted average shares used in computing net income per participating nonvestedrestricted share 8,493,244 — — Denominator for computing net income per share-diluted: Weighted average shares outstanding used in computing net income per ordinaryshare-diluted 407,041,165 415,265,078 433,083,643(i) Net income per ordinary share attributable to Momo Inc. - basic 2.54 5.44 6.92 Net income per participating nonvested restricted share 2.54 — — Net income per ordinary share attributable to Momo Inc. - diluted 2.41 5.17 6.59 The following table summarizes potential ordinary shares outstanding excluded from the computation of diluted net income per ordinary sharefor the years ended December 31, 2016, 2017 and 2018, because their effect is anti-dilutive: For the years ended December 31, 2016 2017 2018 Share issuable upon exercise of share options 152,500 768,266 1,117,334 Share issuable upon exercise of RSUs 50,000 — — (i)The calculation of the weighted average number of ordinary shares for the purpose of diluted net income per share has considered the effectof certain potentially dilutive securities. For the year ended December 31, 2016, an incremental weighted average number of 7,155,060nonvested restricted shares and an incremental weighted average number of 22,550,182 ordinary shares from the assumed exercise of shareoptions and vesting of RSUs using the treasury stock method were included.For the year ended December 31, 2017, an incremental weighted average number of 20,715,755 ordinary shares from the assumed exerciseof share options and RSUs were included.For the year ended December 31, 2018, an incremental weighted average number of 14,821,852 ordinary shares from the assumed exerciseof share options and RSUs and an incremental weighted average number of 11,251,916 ordinary shares resulting from the assumedconversion of convertible senior notes were included. 16.COMMITMENTS AND CONTINGENCIESLease commitmentThe Group leases certain office premises under non-cancellable leases. These leases expire through 2022 and are renewable upon negotiation.Rental expenses under operating leases for the years ended December 31, 2016, 2017 and 2018 were RMB31,554, RMB58,861 and RMB78,713,respectively.Future minimum payments under non-cancellable operating leases as of December 31, 2018 were as follows: RMB 2019 99,133 2020 82,697 2021 26,980 2022 8,633 Total 217,443 F-51Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 16.COMMITMENTS AND CONTINGENCIES - continued Investment commitmentsThe Group was obligated to subscribe RMB30,001 and RMB47,500 for partnership interest and equity interest of certain long-term investeesunder various arrangements as of December 31, 2017 and 2018, respectively.ContingenciesThe Group is subject to legal proceedings in the ordinary course of business. The Group does not believe that any currently pending legal oradministrative proceeding to which the Group is a party will have a material effect on its business or financial condition. 17.RELATED PARTY BALANCES AND TRANSACTIONS Major related parties Relationship with the GroupHangzhou Alimama Technology Co., Ltd. (i) Affiliates of a Major ShareholderGuangzhou UC Network Technology Co., Ltd. (i) Affiliates of a Major ShareholderGuangzhou Aijiuyou Informational Technology Co., Ltd. (i) Affiliates of a Major ShareholderAlibaba Cloud Computing Ltd. (i) Affiliates of a Major ShareholderTaobao (China) Software Co., Ltd. (i) Affiliates of a Major ShareholderZhejiang Tmall Technology Co., Ltd. (i) Affiliates of a Major ShareholderHangzhou Yihong Advertisement Co., Ltd. (i) Affiliates of a Major ShareholderGuangzhou Jianyue Information Technology Co., Ltd. (i) Affiliates of a Major ShareholderShanghai Xisue Network Technology Co., Ltd. Affiliate of a long-term investeeHunan Qindao Network Media Technology Co., Ltd. Affiliate of a long-term investeeHunan Qindao Cultural Spread Ltd. Long-term investeeShanghai Touch Future Network Technology Co., Ltd. Long-term investeeBeijing Shiyue Haofeng Media Co. Ltd. Long-term investee (i)The parent company of these entities ceased to be a major shareholder of the Group in November 2017. (1)Amount due from related parties-current As of December 31, 2017 2018 RMB RMB Hunan Qindao Network Media Technology Co., Ltd. (ii) 33,460 — Total 33,460 — (ii)The amount of RMB33,460 as of December 31, 2017 represented the advance payment of revenue sharing of live video servicemade to Hunan Qindao Network Media Technology Co., Ltd. F-52Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 17.RELATED PARTY BALANCES AND TRANSACTIONS - continued (2)Amount due to related parties - current As of December 31, 2017 2018 RMB RMB Hunan Qindao Network Media Technology Co., Ltd. (iii) 32 43,178 Amount due to ordinary shareholders (iv) 37,572 39,704 Others 156 66 Total 37,760 82,948 (iii)The amount of RMB43,178 as of December 31, 2018 primarily represented the unpaid revenue sharing of live video service toHunan Qindao Network Media Technology Co., Ltd. (iv)The amount of RMB37,572 and RMB39,704 as of December 31, 2017 and 2018 primarily included the unpaid repurchase amountby the Group to its ordinary shareholders. (3)Sales to related parties For the years endedDecember 31, 2016 2017 2018 RMB RMB RMB Hangzhou Yihong Advertisement Co., Ltd. (v) — 17,659 — Hangzhou Alimama Technology Co., Ltd. (v) 273 2,309 — Guangzhou Aijiuyou Informational Technology Co., Ltd. (vi) 2,660 1,242 — Zhejiang Tmall Technology Co., Ltd. (v) 5,462 500 — Shanghai Xisue Network Technology Co., Ltd. (v) 5,981 — — Taobao (China) Software Co., Ltd. (v) 1,698 — — Others 61 12 — Total 16,135 21,722 — (v)The sales to related parties represented mobile marketing services provided. (vi)The sales to related parties represented mobile game revenue generated through those game operating companies. (4)Purchase from related parties For the years endedDecember 31, 2016 2017 2018 RMB RMB RMB Hunan Qindao Network Media Technology Co., Ltd. (vii) 26,759 139,406 429,345 Beijing Shiyue Haofeng Media Co., Ltd. (vii) — — 2,005 Alibaba Cloud Computing Ltd. (viii) 22,534 74,705 — Hunan Qindao Cultural Spread Ltd. (vii) — 61,676 — Taobao (China) Software Co., Ltd. 2,169 2,283 — Guangzhou Jianyue Information Technology Co., Ltd. — 803 — Shanghai Touch Future Network Technology Co., Ltd. 2,335 — — Total 53,797 278,873 431,350 (vii)The purchases from Hunan Qindao Network Media Technology Co., Ltd., Beijing Shiyue Haofeng Media Co., Ltd. and HunanQindao Cultural Spread Ltd. mainly represent the revenue sharing with talent agencies of live video service. (viii)The purchase from Alibaba Cloud Computing Ltd. is mainly related to its cloud computing services. F-53Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 18.SEGMENT INFORMATIONThe Group’s chief operating decision maker has been identified as the Chief Executive Officer (“CEO”) who reviews financial information ofoperating segments based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Group.During the years ended December 31, 2016 and 2017, the Group operated and managed its business as a single reporting segment, whichincluded the provision of live video service, value-added services, mobile marketing services, mobile games and other services. The Group didnot have discrete financial information of costs and expenses between various services in its internal reporting, and reported costs and expensesby nature as a whole. Therefore, the Group had one operating segment. During the year ended December 31, 2018, as a result of the Tantanacquisition discussed in Note 3, the Group determined that Tantan met the criteria for separate reportable segment given its financial informationis separately reviewed by the Group’s CEO. Additionally, the Group started its entertainment business that included TV content productionthrough one of its subsidiary QOOL, for which the Group’s CEO started to review discrete financial information. As a result, the Groupdetermined that for the year ended December 31, 2018, it operated in three operating segments namely Momo, Tantan and QOOL. Momo’sservices mostly include live video services, value-added service, mobile marketing services and mobile games derived from the Momo’splatform. Tantan’s services mostly include value-added services provided on Tantan’s platform. QOOL services mainly include advertisementservices generated from the Group’s broadcasting of content television.The Group primarily operates in the PRC and substantially all of the Group’s long-lived assets are located in the PRC.The Group’s chief operating decision maker evaluates performance based on each reporting segment’s net revenue, operating cost and expenses,operating income and net income. Prior to Tantan acquisition, Tantan’s financial information was not consolidated to the Group’s financialstatements, therefore Tantan’s service lines do not have comparable financial information in 2016 and 2017. QOOL started its entertainmentbusiness since 2017 and the comparable financial information in 2016 and 2017 account for an insignificant portion to the Group’s consolidatedfinancial statements. Net revenues, operating cost and expenses, operating income, and net income by segment for the years ended December 31,2016, 2017 and 2018 were as follows: For the year ended December 31, 2016 Momo Tantan QOOL Consolidated RMB RMB RMB RMB Net revenues: 3,707,358 — — 3,707,358 Cost and expenses: Cost of revenues (1,619,327) — — (1,619,327) Research and development (208,647) — — (208,647) Sales and marketing (647,238) — — (647,238) General and administrative (259,712) — — (259,712) Total cost and expenses (2,734,924) — — (2,734,924) Other operating income 2,659 — — 2,659 Income from operations 975,093 — — 975,093 Interest income 54,603 — — 54,603 Impairment loss on long-term investments (39,283) — — (39,283) Income tax expense (34,638) — — (34,638) Share of income on equity method investments 23,194 — — 23,194 Net income 978,969 — — 978,969 F-54Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 18.SEGMENT INFORMATION - continued For the year ended December 31, 2017 Momo Tantan QOOL Consolidated RMB RMB RMB RMB Net revenues: 8,884,823 — 1,567 8,886,390 Cost and expenses: Cost of revenues (4,373,377) — — (4,373,377) Research and development (346,144) — — (346,144) Sales and marketing (1,457,658) — (9,718) (1,467,376) General and administrative (417,866) — (4,139) (422,005) Total cost and expenses (6,595,045) — (13,857) (6,608,902) Other operating income 156,764 — — 156,764 Income (loss) from operations 2,446,542 — (12,290) 2,434,252 Interest income 145,568 — — 145,568 Impairment loss on long-term investments (30,085) — — (30,085) Income tax expense (445,001) — — (445,001) Share of income on equity method investments 39,729 — — 39,729 Net income (loss) 2,156,753 — (12,290) 2,144,463 For the year ended December 31, 2018 Momo Tantan QOOL Consolidated RMB RMB RMB RMB Net revenues: 12,812,421 417,998 178,002 13,408,421 Cost and expenses: Cost of revenues (6,572,954) (174,858) (435,085) (7,182,897) Research and development (614,064) (146,580) — (760,644) Sales and marketing (1,269,493) (520,161) (22,608) (1,812,262) General and administrative (472,057) (121,887) (46,079) (640,023) Total cost and expenses (8,928,568) (963,486) (503,772) (10,395,826) Other operating income 252,458 173 1,066 253,697 Income (loss) from operations 4,136,311 (545,315) (324,704) 3,266,292 Interest income 268,583 4,285 78 272,946 Interest expense (56,503) — — (56,503) Impairment loss on long-term investments (43,200) — — (43,200) Income tax expense (716,729) 21,824 (4,743) (699,648) Share of income on equity method investments 48,660 — — 48,660 Net income (loss) 3,637,122 (519,206) (329,369) 2,788,547 19.EMPLOYEE BENEFIT PLANFull time employees of the Group in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pensionbenefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. The Groupaccrues for these benefits based on certain percentages of the employees’ salaries. The total provisions for such employee benefits wereRMB60,403, RMB95,150 and RMB166,998 for the years ended December 31, 2016, 2017 and 2018, respectively. F-55Table of ContentsMOMO INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continuedFOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018(in thousands, except share data) 20.STATUTORY RESERVES AND RESTRICTED NET ASSETSIn accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group’s subsidiariesand VIEs located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves.These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reservefund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annualappropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fundappropriations are at the subsidiaries’ or the affiliated PRC entities’ discretion. These statutory reserve funds can only be used for specificpurposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of oursubsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group’s subsidiaries, VIEs and VIEs’ subsidiaries are required toallocate at least 10% of their after tax profits to the general reserve until such reserve has reached 50% of their respective registered capital.Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board ofdirectors of each of the Group’s subsidiaries.The appropriations to these reserves by the Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries were RMB119,308, RMB185,270 andRMB5,194 for the years ended December 31, 2016, 2017 and 2018.Relevant PRC laws and regulations restrict the WFOEs, VIEs and VIEs’ subsidiaries from transferring a portion of their net assets, equivalent tothe balance of their statutory reserves and their paid in capital, to the Company in the form of loans, advances or cash dividends. The WFOEs’accumulated profits may be distributed as dividends to the Company without the consent of a third party. The VIEs and VIEs’ subsidiaries’revenues and accumulated profits may be transferred to the Company through contractual arrangements without the consent of a third party.Under applicable PRC law, loans from PRC companies to their offshore affiliated entities require governmental approval, and advances by PRCcompanies to their offshore affiliated entities must be supported by bona fide business transactions. The capital and statutory reserves restrictedwhich represented the amount of net assets of the Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries in the Group not available fordistribution were RMB677,213, RMB862,484 and RMB1,477,339 as of December 31, 2016, 2017 and 2018, respectively. 21.SUBSEQUENT EVENTSSpecial cash dividendOn March 12, 2019, the Company declared a special cash dividend in the amount of US$0.62 per ADS, or US$0.31 per ordinary share. The cashdividend will be paid on April 30, 2019 to shareholders of record at the close of business on April 5, 2019. The ex-dividend date will be April 4,2019. The aggregate amount of cash dividends to be paid is approximately US$128 million, which will be funded by surplus cash on theCompany’s balance sheet.Newly granted share options and RSUsIn April 2019, the Company granted 3,219,296 share options to its employees and executives with an exercise price of $0.0002 per share and130,000 RSUs to its directors, with the vesting period of four years. The Group is in the process of finalizing the fair value assessment. F-56Exhibit 4.20EXECUTION VERSION MOMO INC.ANDTHE BANK OF NEW YORK MELLON,as TrusteeINDENTUREDated as of July 2, 20181.25% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 11 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 12 Section 2.02. Form of Notes 12 Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 13 Section 2.04. Execution, Authentication and Delivery of Notes 14 Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 15 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc 23 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24 ARTICLE 3 SATISFACTION AND DISCHARGE Section 3.01. Satisfaction and Discharge 24 ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal and Interest 25 Section 4.02. Maintenance of Office or Agency 25 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 25 Section 4.04. Provisions as to Paying Agent 26 Section 4.05. Existence 27 Section 4.06. Rule 144A Information Requirement and Annual Reports 27 Section 4.07. Additional Amounts. 29 Section 4.08. Stay, Extension and Usury Laws 31 Section 4.09. Compliance Certificate; Statements as to Defaults 31 Section 4.10. Further Instruments and Acts 32 iARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 5.01. Lists of Holders 32 Section 5.02. Preservation and Disclosure of Lists 32 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01. Events of Default 32 Section 6.02. Acceleration; Rescission and Annulment 33 Section 6.03. Additional Interest 34 Section 6.04. Payments of Notes on Default; Suit Therefor 35 Section 6.05. Application of Monies Collected by Trustee 37 Section 6.06. Proceedings by Holders 38 Section 6.07. Proceedings by Trustee 39 Section 6.08. Remedies Cumulative and Continuing 39 Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders 39 Section 6.10. Notice of Defaults and Events of Default 40 Section 6.11. Undertaking to Pay Costs 40 ARTICLE 7 CONCERNING THE TRUSTEE Section 7.01. Duties and Responsibilities of Trustee 40 Section 7.02. Reliance on Documents, Opinions, Etc 43 Section 7.03. No Responsibility for Recitals, Etc 45 Section 7.04. Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes 45 Section 7.05. Monies and ADSs to Be Held in Trust 45 Section 7.06. Compensation and Expenses of Trustee 45 Section 7.07. Officers’ Certificate as Evidence 46 Section 7.08. Eligibility of Trustee 47 Section 7.09. Resignation or Removal of Trustee 47 Section 7.10. Acceptance by Successor Trustee 48 Section 7.11. Succession by Merger, Etc 48 Section 7.12. Trustee’s Application for Instructions from the Company 49 ARTICLE 8 CONCERNING THE HOLDERS Section 8.01. Action by Holders 49 Section 8.02. Proof of Execution by Holders 49 Section 8.03. Who Are Deemed Absolute Owners 50 Section 8.04. Company-Owned Notes Disregarded 50 Section 8.05. Revocation of Consents; Future Holders Bound 51 iiARTICLE 9 HOLDERS’ MEETINGS Section 9.01. Purpose of Meetings 51 Section 9.02. Call of Meetings by Trustee 51 Section 9.03. Call of Meetings by Company or Holders 52 Section 9.04. Qualifications for Voting 52 Section 9.05. Regulations 52 Section 9.06. Voting 53 Section 9.07. No Delay of Rights by Meeting 53 ARTICLE 10 SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures Without Consent of Holders 53 Section 10.02. Supplemental Indentures with Consent of Holders 54 Section 10.03. Effect of Supplemental Indentures 55 Section 10.04. Notation on Notes 55 Section 10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee 56 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 11.01. Company May Consolidate, Etc. on Certain Terms 56 Section 11.02. Successor Corporation to Be Substituted 56 Section 11.03. Opinion of Counsel to Be Given to Trustee 57 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture and Notes Solely Corporate Obligations 57 ARTICLE 13 INTENTIONALLY OMITTED ARTICLE 14 CONVERSION OF NOTES Section 14.01. Conversion Privilege 57 Section 14.02. Conversion Procedure; Settlement Upon Conversion. 58 Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 60 Section 14.04. Adjustment of Conversion Rate 63 Section 14.05. Adjustments of Prices 72 Section 14.06. Ordinary Shares to Be Fully Paid 72 Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares. 72 Section 14.08. Certain Covenants 74 iiiSection 14.09. Responsibility of Trustee 74 Section 14.10. Notice to Holders Prior to Certain Actions 75 Section 14.11. Stockholder Rights Plans 76 Section 14.12. Termination of Depositary Receipt Program 76 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. Repurchase at Option of Holders. 76 Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change 78 Section 15.03. Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice 81 Section 15.04. Deposit of Repurchase Price or Fundamental Change Repurchase Price 81 Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes 82 ARTICLE 16 OPTIONAL REDEMPTION Section 16.01. Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction 82 ARTICLE 17 MISCELLANEOUS PROVISIONS Section 17.01. Provisions Binding on Company’s Successors 84 Section 17.02. Official Acts by Successor Corporation 84 Section 17.03. Addresses for Notices, Etc 84 Section 17.04. Governing Law; Jurisdiction 85 Section 17.05. Submission to Jurisdiction; Service of Process 86 Section 17.06. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 86 Section 17.07. Legal Holidays 87 Section 17.08. No Security Interest Created 87 Section 17.09. Benefits of Indenture 87 Section 17.10. Table of Contents, Headings, Etc 87 Section 17.11. Execution in Counterparts 87 Section 17.12. Severability 87 Section 17.13. Waiver of Jury Trial 87 Section 17.14. Force Majeure 87 Section 17.15. Calculations 88 EXHIBIT Exhibit A Form of Note A-1 Exhibit B Form of Authorization Certificate B-1 ivINDENTURE dated as of July 2, 2018 between MOMO INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully setforth in Section 1.01) and THE BANK OF NEW YORK MELLON, a banking organization organized and existing under the laws of the State of NewYork, as trustee (the “Trustee,” as more fully set forth in Section 1.01).W I T N E S S E T H:WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 1.25% Convertible Senior Notes due 2025(the “Notes”), initially in an aggregate principal amount not to exceed US$650,000,000 (as increased by an amount equal to the aggregate principalamount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth inthe Purchase Agreement), subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated,issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; andWHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form ofFundamental Change Repurchase Notice, the Form of Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to besubstantially in the forms hereinafter provided; andWHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, asin this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, havebeen done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.NOW, THEREFORE, THIS INDENTURE WITNESSETH:That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and inconsideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with theTrustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), asfollows:ARTICLE 1DEFINITIONSSection 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwiserequires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section orother subdivision. The terms defined in this Article include the plural as well as the singular.“Additional ADSs” shall have the meaning specified in Section 14.03(a).“Additional Amounts” shall have the meaning specified in Section 4.07(a).“Additional Interest” means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable.“ADS” means an American Depositary Share, issued pursuant to the Deposit Agreement, representing two Ordinary Shares of the Company as ofthe date of this Indenture, and deposited with the ADS Custodian.“ADS Custodian” means Deutsche Bank AG, Hong Kong Branch, with respect to the ADSs delivered pursuant to the Deposit Agreement, or anysuccessor entity thereto.“ADS Depositary” means Deutsche Bank Trust Company Americas, as depositary for the ADSs.“ADS Price” shall have the meaning specified in Section 14.03(b).“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect commoncontrol with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power todirect or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.“Agents” means the Paying Agent, the Transfer Agent, the Note Registrar and the Conversion Agent.“Applicable PRC Rate” means (i) in the case of deduction or withholding of People’s Republic of China income tax, 10%, (ii) in the case ofdeduction or withholding of People’s Republic of China value added tax (including any related local levies), 6.72%, or (iii) in the case of deduction orwithholding of both People’s Republic of China income tax and People’s Republic of China value added tax (including any related local levies),16.72%.“BNY Mellon Group” shall have the meaning specified in Section 4.02.“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adoptedby the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.“Business Day” means, with respect to any Note, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which bankinginstitutions in the State of New York or the Cayman Islands are authorized or obligated by law or executive order to close. 2“Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of orinterests in (however designated) stock issued by that entity.“Change in Tax Law” shall have the meaning specified in Section 16.01.“Clause A Distribution” shall have the meaning specified in Section 14.04(c).“Clause B Distribution” shall have the meaning specified in Section 14.04(c).“Clause C Distribution” shall have the meaning specified in Section 14.04(c).“close of business” means 5:00 p.m. (New York City time).“Code” means the U.S. Internal Revenue Code of 1986, as amended.“Commission” means the U.S. Securities and Exchange Commission.“Common Equity” of any Person means ordinary share capital or common stock of such Person that is generally entitled (a) to vote in theelection of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body,partners, managers or others that will control the management or policies of such Person.“Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include itssuccessors and assigns.“Company Notice” shall have the meaning specified in Section 15.01(a).“Company Order” means a written order of the Company, signed by an Officer of the Company and delivered to the Trustee.“Consolidated Affiliated Entity” means, with respect to any Person, any corporation, association or other entity which is or is required to beconsolidated with such Person under Accounting Standards Codification subtopic 810-10, Consolidation: Overall (including any changes,amendments or supplements thereto) or, if such person prepares its financial statements in accordance with accounting principles other than theaccounting principles generally accepted in the United States of America, the equivalent of Accounting Standards Codification subtopic 810-10,Consolidation: Overall under such accounting principles.“Conversion Agent” shall have the meaning specified in Section 4.02.“Conversion Date” shall have the meaning specified in Section 14.02(c).“Conversion Obligation” shall have the meaning specified in Section 14.01.“Conversion Rate” shall have the meaning specified in Section 14.01. 3“Corporate Trust Office” means the corporate trust office of the Trustee at which at any time its corporate trust business shall be administered,which office at the date hereof is located at 101 Barclay Street, New York, NY 10286, USA, Attention: Global Corporate Trust – Momo Inc., or suchother address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of anysuccessor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.“Defaulted Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Repurchase Price, theFundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.“Deposit Agreement” means the deposit agreement dated as of December 10, 2014 by and among the Company, the ADS Depositary and theholders and beneficial owners of the ADSs delivered thereunder or, if amended or supplemented as provided therein, as so amended or supplemented.“Depositary” means, with respect to each Global Note, the Person specified in Section 2.05(c) and Section 2.05(e) as the Depositary with respectto such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter,“Depositary” shall mean or include such successor.“Distributed Property” shall have the meaning specified in Section 14.04(c).“Effective Date” shall have the meaning specified in Section 14.03(c).“Event of Default” shall have the meaning specified in Section 6.01.“Ex-Dividend Date” means the first date on which the ADSs trade on the applicable exchange or in the applicable market, regular way, withoutthe right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of the ADSs on such exchangeor market (in the form of due bills or otherwise) as determined by such exchange or market.“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.“Expiring Rights” means any rights, options or warrants to purchase Ordinary Shares or ADSs that expire on or prior to the Maturity Date.“FATCA” shall have the meaning specified in Section 4.07(a)(i)(D).“Form of Assignment and Transfer” shall mean the “Form of Assignment and Transfer” attached as Attachment 4 to the Form of Note attachedhereto as Exhibit A. 4“Form of Fundamental Change Repurchase Notice” shall mean the “Form of Fundamental Change Repurchase Notice” attached as Attachment2 to the Form of Note attached hereto as Exhibit A.“Form of Notice of Conversion” shall mean the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto asExhibit A.“Form of Repurchase Notice” shall mean the “Form of Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto asExhibit A.“Fractional ADS” shall have the meaning specified in Section 14.02(a).“Fundamental Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:(a) (A) A “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries, theemployee benefit plans of the Company and its Subsidiaries and Permitted Holders, files a Schedule TO or any schedule, form or report under theExchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under theExchange Act, of the Company’s ordinary share capital (including ordinary share capital held in the form of ADSs) representing more than 50%of the voting power of the Company’s ordinary share capital or (B) a “person” or “group” within the meaning of Section 13(d) of the ExchangeAct, other than the Company, its Subsidiaries and the employee benefit plans of the Company and its Subsidiaries, files a Schedule TO or anyschedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” asdefined in Rule 13d-3 under the Exchange Act, of more than 50% of the outstanding Ordinary Shares (including Ordinary Shares held in the formof ADSs);(b) the consummation of (A) any recapitalization, reclassification or change of the Ordinary Shares or the ADSs (other than changesresulting from a subdivision or combination) as a result of which the Ordinary Shares or the ADSs would be converted into, or exchanged for,stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the OrdinaryShares or the ADSs will be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series oftransactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries and Consolidated Affiliated Entities, takenas a whole, to any Person other than one of the Company’s Subsidiaries; provided, however, that a transaction described in clause (B) in whichthe holders of all classes of the Company’s ordinary share capital (including ordinary share capital held in the form of ADSs) immediately prior tosuch transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation ortransferee or the parent thereof immediately after such transaction in substantially the same proportions vis-a-vis each other as such ownershipimmediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b); 5(c) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;(d) the ADSs (or other Common Equity or ADSs in respect of Common Equity underlying the Notes) cease to be listed or quoted on any ofThe New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); or(e) any change in or amendment to the laws, regulations and rules of the People’s Republic of China or the official interpretation or officialapplication thereof (a “Change in Law”) that results in (x) the Company, its Subsidiaries and its Consolidated Affiliated Entities (collectively,the “Company Group”) (as in existence immediately subsequent to such Change in Law), as a whole, being legally prohibited from operatingsubstantially all of the business operations conducted by the Company Group (as in existence immediately prior to such Change in Law) as ofthe last date of the period described in the Company’s consolidated financial statements for the most recent fiscal quarter and (y) the Company’sbeing unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Company Group (asin existence immediately prior to such Change in Law) in the same manner as reflected in the Company’s consolidated financial statements forthe most recent fiscal quarter;provided, however, that a transaction or transactions described in clause (a) or (b) above shall not constitute a Fundamental Change, if at least 90% ofthe consideration received or to be received by holders of the ADSs, excluding cash payments for Fractional ADSs, in connection with such transactionor transactions consists of shares of Common Equity or ADSs in respect of Common Equity that are listed or quoted on any of The New York StockExchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quotedwhen issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes becomeconvertible into such consideration, excluding cash payments for Fractional ADSs.“Fundamental Change Company Notice” shall have the meaning specified in Section 15.02(c).“Fundamental Change Repurchase Date” shall have the meaning specified in Section 15.02(a).“Fundamental Change Repurchase Notice” shall have the meaning specified in Section 15.02(b)(i).“Fundamental Change Repurchase Price” shall have the meaning specified in Section 15.02(a).“Global Note” shall have the meaning specified in Section 2.05(b).“Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean any Person in whose name at thetime a particular Note is registered on the Note Register. 6“Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.“Initial Purchasers” means J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. International plc.“Interest Payment Date” means each January 1 and July 1 of each year, beginning on January 1, 2019.“Last Reported Sale Price” of the ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average ofthe bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported incomposite transactions for the principal U.S. national or regional securities exchange on which the ADSs are traded. If the ADSs are not listed fortrading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for theADSs in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the ADSs are not soquoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the ADSs on the relevant date from eachof at least three nationally recognized independent investment banking firms selected by the Company for this purpose.“Make-Whole Fundamental Change” means any transaction or event described in clause (a), (b), (d) or (e) of the definition of FundamentalChange (determined after giving effect to any exceptions to or exclusions from such definition, including in the proviso immediately succeedingclause (e) of the definition thereof, but without regard to the proviso in clause (b) of the definition thereof).“Maturity Date” means July 1, 2025.“Merger Event” shall have the meaning specified in Section 14.07(a).“Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture.“Notes Fungibility Date” means the date, if any, following the Resale Restriction Termination Date on which all of the Rule 144A Notes and allof the Regulation S Notes are no longer Restricted Securities, do not bear the restrictive legend required by Section 2.05(c), are fungible for U.S.securities law purposes and are assigned an identical, unrestricted CUSIP number.“Note Register” shall have the meaning specified in Section 2.05(a).“Note Registrar” shall have the meaning specified in Section 2.05(a).“Notice of Conversion” shall have the meaning specified in Section 14.02(b). 7“Offering Memorandum” means the preliminary offering memorandum dated June 26, 2018, as supplemented by the pricing term sheet datedJune 26, 2018, relating to the offering and sale of the Notes.“Officer” means, with respect to the Company, the President, the Chief Executive Officer, the Treasurer, the Secretary, any Executive or SeniorVice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “VicePresident”).“Officers’ Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) twoOfficers of the Company or (b) one Officer of the Company and one of any Assistant Treasurer, any Assistant Secretary or the Controller of theCompany. Each such certificate shall include the statements provided for in Section 17.06 if and to the extent required by the provisions of suchSection. One of the Officers giving an Officers’ Certificate pursuant to Section 4.09 shall be the principal executive, financial or accounting officer ofthe Company.“open of business” means 9:00 a.m. (New York City time).“Opinion of Counsel” means an opinion in writing signed by legal counsel and in a form reasonably acceptable to the Trustee, who may becounsel to the Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statementsprovided for in Section 17.06 if and to the extent required by the provisions of such Section 17.06.“Ordinary Shares” means Class A ordinary shares of the Company, par value US$0.0001 per share, at the date of this Indenture, subject toSection 14.07.“outstanding,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notesauthenticated and delivered by the Trustee under this Indenture, except:(a) Notes theretofore canceled by the Note Registrar or accepted by the Note Registrar for cancellation;(b) Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have beendeposited with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by theCompany (if the Company shall act as its own Paying Agent);(c) Notes that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have beenauthenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes areheld by protected purchasers in due course;(d) Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; 8(e) Notes redeemed pursuant to Article 16; and(f) Notes repurchased by the Company pursuant to the third sentence of Section 2.10.“Paying Agent” shall have the meaning specified in Section 4.02.“Permitted Holder” means (i) Yan Tang, (ii) the spouse and lineal descendants and spouses of lineal descendants of Yan Tang, (iii) the estates orlegal representatives of any person named in clauses (i) or (ii), (iv) trusts established for the benefit of any person named in clauses (i) or (ii) and (v) anyentity solely owned and controlled, directly or indirectly, by one or more of the foregoing.“Person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, atrust, an unincorporated organization or a government or an agency or a political subdivision thereof.“Physical Notes” means permanent certificated Notes in registered form issued in denominations of US$1,000 principal amount and multiplesthereof.“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by suchparticular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for amutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.“Purchase Agreement” means that certain Purchase Agreement, dated as of June 26, 2018, among the Company and the Initial Purchasers.“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Ordinary Shares(directly or in the form of ADSs) (or other applicable security) have the right to receive any cash, securities or other property or in which the OrdinaryShares (directly or in the form of ADSs) (or such other security) are exchanged for or converted into any combination of cash, securities or otherproperty, the date fixed for determination of security holders entitled to receive such cash, securities or other property (whether such date is fixed bythe Board of Directors, statute, contract or otherwise).“Redemption Date” shall have the meaning specified in Section 16.01.“Redemption Reference Date” shall have the meaning specified in Section 14.03(g).“Redemption Reference Price” shall have the meaning specified in Section 16.01.“Redemption Price” shall have the meaning specified in Section 16.01.“Reference Property” shall have the meaning specified in Section 14.07(a). 9“Regular Record Date,” with respect to any Interest Payment Date, shall mean the December 15 or June 15 (whether or not such day is aBusiness Day) immediately preceding the applicable January 1 or July 1 Interest Payment Date, respectively.“Regulation S” means Regulation S under the Securities Act or any successor to such regulation.“Regulation S Notes” means the Notes initially offered and sold outside the United States pursuant to Regulation S.“Relevant Jurisdiction” shall have the meaning specified in Section 4.07(a).“Relevant Taxing Jurisdiction” shall have the meaning specified in Section 4.07(a).“Repurchase Date” shall have the meaning specified in Section 15.01(a).“Repurchase Expiration Time” shall have the meaning specified in Section 15.01(a).“Repurchase Notice” shall have the meaning specified in Section 15.01(a).“Repurchase Price” shall have the meaning specified in Section 15.01(a).“Resale Restriction Termination Date” shall have the meaning specified in Section 2.05(c).“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, includingany vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarilyperforms functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matteris referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for theadministration of this Indenture.“Restricted Securities” shall have the meaning specified in Section 2.05(c).“Rule 144A” means Rule 144A as promulgated under the Securities Act.“Rule 144A Notes” means the notes initially offered and sold pursuant to Rule 144A.“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.“Significant Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 ofRegulation S-X under the Exchange Act. Each of the Company’s Consolidated Affiliated Entities will be deemed to be a “subsidiary” for purposes ofthe definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X.“Spin-Off” shall have the meaning specified in Section 14.04(c). 10“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of thetotal voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly,by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.“Successor Company” shall have the meaning specified in Section 11.01(a).“Trading Day” means a day on which (i) trading in the ADSs (or other security for which a closing sale price must be determined) generallyoccurs on The NASDAQ Global Select Market or, if the ADSs (or such other security) are not then listed on The NASDAQ Global Select Market, on theprincipal other U.S. national or regional securities exchange on which the ADSs (or such other security) are then listed or, if the ADSs (or such othersecurity) are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the ADSs (or such other security)are then traded and (ii) a Last Reported Sale Price for the ADSs (or closing sale price for such other security) is available on such securities exchange ormarket; provided that if the ADSs (or such other security) are not so listed or traded, “Trading Day” means a Business Day.“transfer” shall have the meaning specified in Section 2.05(c) and Section 2.05(e), as applicable.“Trigger Event” shall have the meaning specified in Section 14.04(c).“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided,however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean, to the extentrequired by such amendment, the Trust Indenture Act of 1939, as so amended.“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become suchpursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.“unit of Reference Property” shall have the meaning specified in Section 14.07(a).“U.S. Person” shall have the meaning as such term is defined under Regulation S.“Valuation Period” shall have the meaning specified in Section 14.04(c).Section 1.02. References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indentureshall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of Section 4.06(d),Section 4.06(e) and Section 6.03. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not beconstrued as excluding Additional Interest in those provisions hereof where such express mention is not made. 11ARTICLE 2ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTESSection 2.01. Designation and Amount. The Notes shall be designated as the “1.25% Convertible Senior Notes due 2025.” The aggregateprincipal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to US$650,000,000 (as increased by anamount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option topurchase additional Notes as set forth in the Purchase Agreement), subject to Section 2.10 and except for Notes authenticated and delivered uponregistration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.05, Section 2.06, Section 2.07, Section 10.04, Section 14.02and Section 15.04.Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in therespective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part ofthis Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such termsand provisions and to be bound thereby.Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with theprovisions of this Indenture as may be required by the Depositary, or as may be required to comply with any applicable law or any regulationthereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded ordesignated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particularNotes are subject.Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officersexecuting the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of thisIndenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of anysecurities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicateany special limitations or restrictions to which any particular Notes are subject.Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shallrepresent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount ofoutstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions,transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount ofoutstanding Notes represented thereby shall be made by the Trustee or the Note Registrar in such manner and upon instructions given by the Holder ofsuch Notes in accordance with this Indenture. Payment of principal (including the Redemption Price, the Repurchase Price and the FundamentalChange Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Global Note shall be made to the Holder of such Note on the date ofpayment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. 12Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered formwithout coupons in denominations of US$1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of itsauthentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day month.(b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular RecordDate with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payableat the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, whichshall initially be the Corporate Trust Office. The Company shall pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes having anaggregate principal amount of US$5,000,000 or less, by check mailed (at the Company’s expense) to the Holders of these Notes at their address as itappears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than US$5,000,000, either bycheck mailed (at the Company’s expense) to such Holders or, upon application by such Holder to the Trustee not later than the relevant RegularRecord Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effectuntil the Holder notifies, in writing, the Trustee to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the accountof the Depositary or its nominee.(c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum atthe rate per annum borne by the Notes plus one percent, subject to the enforceability thereof under applicable law, from, and including, such relevantpayment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, as providedin clause (i) or (ii) below:(i) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respectivePredecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall befixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid oneach Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless theTrustee in its sole discretion shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount ofmoney equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee forsuch deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitledto such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such DefaultedAmounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 daysafter the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record dateand the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and thespecial record date therefor to be mailed, first-class postage prepaid (at the Company’s expense), to each Holder at its address as it appears in theNote Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the specialrecord date therefor having been so mailed, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respectivePredecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the followingclause (ii) of this Section 2.03 (c). 13(ii) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of anysecurities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may berequired by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed paymentpursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.Section 2.04. Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by themanual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or SeniorVice Presidents. With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may furnish, a certificate substantiallyin the form of Exhibit B (an “Authorization Certificate”) identifying and certifying the incumbency and specimen (and/or facsimile) signatures of itsactive authorized Officers. Until the Trustee receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on thelast Authorization Certificate delivered to it for purposes of determining the relevant authorized Officers. Typographical and other minor errors ordefects in any signature shall not affect the validity or enforceability of any Note which has been duly authenticated and delivered by the Trustee.At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Companyto the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance withsuch Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. 14The Company Order shall specify the amount of Notes to be authenticated (including the initial amount of Rule 144A Notes and the initialamount of Regulation S Notes), the applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes isto be authenticated, the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date onwhich the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate and deliver saidNotes to or upon the written order of the Company (as set forth in such Company Order).The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section (a) unless and until it receives from theCompany a Company Order instructing it to so authenticate and deliver such Notes; (b) if the Trustee determines that such action may not lawfully betaken; or (c) if the Trustee determines that such action would expose to Trustee to personal liability, unless indemnity and/or security satisfactory tothe Trustee against such liability is provided to the Trustee.Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit Ahereto, executed manually or by facsimile by an authorized officer of the Trustee, shall be entitled to the benefits of this Indenture or be valid orobligatory for any purpose. Such certificate by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note soauthenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall havebeen authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered ordisposed of as though the Person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf ofthe Company by such Persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of theexecution of this Indenture any such Person was not such an Officer.Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept atthe Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant toSection 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registrationof Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonableperiod of time. The Bank of New York Mellon is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers ofNotes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.Prior to the Notes Fungibility Date, upon surrender for registration of transfer of any Rule 144A Note or Regulation S Note, as the case may be, tothe Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shallexecute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Rule 144A Notes orRegulation S Notes, as the case may be, of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legendsas may be required by this Indenture. Following the Notes Fungibility Date, upon surrender for registration of transfer of any Note to the Note Registraror any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trusteeshall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of alike aggregate principal amount and not bearing the restrictive legends required by Section 2.05(c). 15Prior to the Notes Fungibility Date, Rule 144A Notes and Regulation S Notes, as the case may be, may be exchanged for other Rule 144A Notesor Regulation S Notes, as the case may be, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Rule 144ANotes or Regulation S Notes, as the case may be, to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02.Whenever any Rule 144A Notes or Regulation S Notes, as the case may be, are so surrendered for exchange, the Company shall execute, and theTrustee shall authenticate and deliver, the Rule 144A Notes or Regulation S Notes, as the case may be, that the Holder making the exchange is entitledto receive, bearing registration numbers not contemporaneously outstanding. Following the Notes Fungibility Date, Notes may be exchanged for otherNotes of any authorized denominations and of a like aggregate principal amount but not bearing the restrictive legend required by Section 2.05(c),upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notesare so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making theexchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, theTrustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in formsatisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.No service charge shall be imposed by the Company, the Transfer Agent, the Note Registrar, any co-Note Registrar or the Paying Agent for anyexchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp, issue,transfer or similar tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration oftransfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. The Company shall pay theADS Depositary’s fees for issuance of the ADSs.None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notessurrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or aportion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption inaccordance with Article 16. 16All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of theCompany, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transferor exchange.(b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourthparagraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in thename of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve theissuance of a Physical Note shall be effected through the Depositary in accordance with this Indenture (including the restrictions on transfer set forthherein) and the procedures of the Depositary therefor. Prior to the Notes Fungibility Date, the Rule 144A Notes shall be represented by one or moreGlobal Notes and the Regulation S Notes shall be represented by one or more separate Global Notes. Following the Notes Fungibility Date, the Rule144A Notes and the Regulation S Notes may be represented by one or more of the same Global Notes.(c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any ADSs(including the Ordinary Shares represented thereby) delivered upon conversion of the Notes that are required to bear the legend set forth inSection 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including thelegend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holderof each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in thisSection 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any RestrictedSecurity.Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuanceof the Notes, or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto, and (2) such later date,if any, as may be required by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof,other than ADSs (including the Ordinary Shares represented thereby) issued upon conversion thereof, which shall bear the legend set forth inSection 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registrationstatement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuantto the exemption from registration provided by Rule 144 under the Securities Act or any similar provision then in force under the Securities Act, orunless otherwise agreed by the Company in writing, with notice thereof to the Trustee):THIS SECURITY, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY AND THEORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITHTHE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER”(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND LOCATED OUTSIDE THEUNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLEINVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT ANAFFILIATE OF MOMO INC. (THE “COMPANY”), AND 17(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LASTORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACTOR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,EXCEPT:(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR(D) TO A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THESECURITIES ACT, OR(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IFAVAILABLE).PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY ANDTHE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE ASMAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITHTHE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANYEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 18NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN ANAFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDINGMONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR A BENEFICIAL INTEREST HEREIN.No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on theForm of Assignment and Transfer has been checked.Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance withtheir terms may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchangedfor a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(c) andshall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Trustee in writing to so surrender any Global Note as towhich such restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee shall sosurrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in thisSection 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence ofthe Resale Restriction Termination Date and after a registration statement, if any, with respect to the Notes or the ADSs (including the Ordinary Sharesrepresented thereby) issued upon conversion of the Notes has been declared effective under the Securities Act.Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not betransferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary oranother nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and(ii) for transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant in, the Depositary (for itself or onbehalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of theDepositary and in compliance with this Section 2.05(c).The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company toact as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co.,as the nominee of the Depositary, and deposited with the Bank of New York Mellon as custodian for Cede & Co.If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notesand a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act anda successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and abeneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, uponreceipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case ofclause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficialowner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portionthereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upondelivery of the Global Notes to the Note Registrar such Global Notes shall be canceled. 19Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names and insuch authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the NoteRegistrar. Upon execution and authentication, the Note Registrar shall deliver such Physical Notes to the Persons in whose names such Physical Notesare so registered.At such time as all interests in a Global Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be,upon receipt thereof, canceled by the Note Registrar in accordance with standing procedures and existing instructions of the Depositary. At any timeprior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred toa transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount ofsuch Global Note shall, in accordance with the standing procedures and existing instructions of the Depositary, be appropriately reduced or increased,as the case may be, and an endorsement shall be made on such Global Note, by the Note Registrar, to reflect such reduction or increase.None of the Company, the Trustee, any agent of the Company or any agent of the Trustee shall have any responsibility or liability for any aspectof the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing anyrecords relating to such beneficial ownership interests.(d) Until the Resale Restriction Termination Date, any certificate representing ADSs (including the Ordinary Shares represented thereby) issuedupon conversion of such Note shall bear a legend in substantially the following form (unless the Note or such ADSs (including the Ordinary Sharesrepresented thereby) has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act andthat continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provisionthen in force under the Securities Act, or such ADS or the Ordinary Shares represented thereby have been issued upon conversion of Notes that havebeen transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to beeffective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any similarprovision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Note Registrar and anytransfer agent for the ADSs):THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND THE ORDINARY SHARES REPRESENTED THEREBY HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOFOR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER”(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND LOCATED OUTSIDE THEUNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLEINVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT ANAFFILIATE OF MOMO INC. (THE “COMPANY”), AND 20(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LASTORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCHSHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETOAND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR(D) TO A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THESECURITIES ACT, OR(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IFAVAILABLE).PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY ANDTHE TRANSFER AGENT FOR THE COMPANY’S AMERICAN DEPOSITARY SHARES RESERVE THE RIGHT TO REQUIRE THE DELIVERY OFSUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THATTHE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT. 21Any such ADSs as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificatesrepresenting such ADSs for exchange in accordance with the procedures of the transfer agent for the ADSs, be exchanged for a new certificate orcertificates for a like aggregate number of ADSs, which shall not bear the restrictive legend required by this Section 2.05(d).(e) Any Note or ADS delivered upon the conversion or exchange of any Note that is repurchased or owned by any Affiliate of the Company maynot be resold by such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act in a transaction that results in such Note or ADS, as the case may be, no longer being a “restrictedsecurity” (as defined under Rule 144 under the Securities Act). The Company shall cause any Note that is repurchased or owned by it to be surrenderedto the Note Registrar for cancellation in accordance with Section 2.08.(f) Until the Resale Restriction Termination Date, prior to any sale of Regulation S Notes, the ADSs deliverable upon conversion thereof or theOrdinary Shares represented thereby, to a qualified institutional buyer in compliance with Rule 144A, the Holder thereof shall deliver to the Trustee,Transfer Agent and/or Depositary, as the case may be, written confirmation that the prospective purchaser is a Person such Holder reasonably believesis a “qualified institutional buyer” (within the meaning of Rule 144A) that is purchasing for its own account or for the account of another qualifiedinstitutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A.Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company inits discretion may execute, and upon its written request the Trustee shall authenticate and deliver, a new Note, bearing a registration number notcontemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost orstolen. In every case the applicant for a substituted Note shall furnish to the Company and to the Trustee such security and/or indemnity as may berequired by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in everycase of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, lossor theft of such Note and of the ownership thereof.The Trustee may authenticate any such substituted Note and deliver the same upon the receipt of such security and/or indemnity as the Trusteeand the Company may require. No service charge shall be imposed by the Company, the Transfer Agent, the Note Registrar, any co-Note Registrar orthe Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary,stamp, issue, transfer or similar tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different fromthe name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature orhas been surrendered for required repurchase or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost orstolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize theconversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment orconversion shall furnish to the Company and to the Trustee such security and/or indemnity as may be required by them to save each of them harmlessfor any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidencesatisfactory to the Company, and the Trustee evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. 22Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shallconstitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shallbe entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all otherNotes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoingprovisions are exclusive with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notesand shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect tothe replacement, payment, redemption, conversion or repurchase of negotiable instruments or other securities without their surrender.Section 2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee shall, upon written requestof the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorizeddenomination, and substantially in the form of the Physical Notes but with such omissions, insertions and variations as may be appropriate fortemporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by theTrustee upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay,the Company shall execute and deliver to the Trustee Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (otherthan any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and theTrustee shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchangeshall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects beentitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered hereunder.Section 2.08. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment,repurchase, redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the Note Registrar (including any ofthe Company’s agents, Subsidiaries or Affiliates), to be delivered and surrendered to the Note Registrar for cancellation. All Notes delivered to the NoteRegistrar shall be canceled promptly by it, and no Notes shall be authenticated in exchange thereof except as expressly permitted by any of theprovisions of this Indenture. The Note Registrar shall dispose of canceled Notes in accordance with its customary procedures and, after suchdisposition, shall deliver a certificate of such cancellation and disposition to the Company, at the Company’s written request in a Company Order. 23Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trusteeshall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that norepresentation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only onthe other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP”numbers. Prior to the Notes Fungibility Date, the Rule 144A Notes and the Regulation S Notes shall have different “CUSIP” numbers. Following theNotes Fungibility Date, the Rule 144A Notes and the Regulation S Notes shall have the same “CUSIP” number.Section 2.10. Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopenthis Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (except for any differences in the issueprice, the issue date and interest accrued, if any) in an unlimited aggregate principal amount; provided that if any such additional Notes are notfungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have a separateCUSIP number from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shalldeliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to coversuch matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extentpermitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market orotherwise, whether by the Company or through its Subsidiaries or through a private or public tender or exchange offer or through counterparties toprivate agreements. The Company shall cause any Notes so repurchased to be surrendered to the Note Registrar for cancellation in accordance withSection 2.08. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, any Notesunderlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Note Registrar for cancellation in accordance withSection 2.08 and will continue to be considered outstanding for purposes of this Indenture, subject to the provisions of Section 8.04.ARTICLE 3SATISFACTION AND DISCHARGESection 3.01. Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be offurther effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of thisIndenture, when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which havebeen replaced or paid as provided in Section 2.06 and (y) Notes for whose payment money has theretofore been deposited in trust or segregated andheld in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been deliveredto the Note Registrar for cancellation; or (ii) the Company has deposited with the Paying Agent or delivered to Holders, as applicable, after the Noteshave become due and payable, whether on the Maturity Date, a Redemption Date, the Repurchase Date, any Fundamental Change Repurchase Date,upon conversion or otherwise, cash or cash and ADSs, if any (solely to satisfy the Company’s Conversion Obligation, if applicable), sufficient to payall of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to theTrustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfactionand discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of theCompany to the Trustee under Section 7.06 shall survive. 24ARTICLE 4PARTICULAR COVENANTS OF THE COMPANYSection 4.01. Payment of Principal and Interest. The Company covenants and agrees that it will cause to be paid the principal (including theRedemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each ofthe Notes at the places, at the respective times and in the manner provided herein and in the Notes.Section 4.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an office oragency (which will be the Corporate Trust Office initially) where the Notes may be surrendered for registration of transfer or exchange or forpresentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon theCompany in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, andany change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail tofurnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office orthe office or agency of the Trustee in the Borough of Manhattan, The City of New York.The Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be presentedor surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shallin any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for suchpurposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of anysuch other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, asapplicable.The Company hereby initially designates The Bank of New York Mellon as the Paying Agent, Note Registrar and Conversion Agent and theCorporate Trust Office and the office or agency of The Bank of New York Mellon in the Borough of Manhattan, The City of New York, each shall beconsidered as one such office or agency of the Company for each of the aforesaid purposes.Section 4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office ofTrustee, will appoint, in the manner provided in Section 7.09, a trustee, so that there shall at all times be a trustee hereunder. 25Section 4.04. Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will causesuch Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions ofthis Section 4.04:(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Repurchase Priceand the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes for the benefit of the Holders ofthe Notes;(ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including theRedemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, theNotes when the same shall be due and payable; and(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sumsso held.The Company shall, on or before each due date of the principal (including the Redemption Price, the Repurchase Price and the FundamentalChange Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay suchprincipal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaidinterest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided thatsuch deposit must be received by the Paying Agent by 10:00 a.m., New York City time, one Business Day prior to the relevant due date. The PayingAgent shall not be bound to make any payment until it has received, in immediately available and cleared funds, an amount which shall be sufficientto pay, as applicable, the aggregate amount of principal (including Repurchase Price and Fundamental Change Repurchase Price, if applicable) of, oraccrued and unpaid interest on, the Notes when such principal or interest shall become due and payable. The Paying Agent shall not be responsible orliable for any delay in making the payment if it does not receive funds before 10:00 a.m. one Business Day prior to the payment date.(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price, theRepurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregateand hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, the RepurchasePrice and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify theTrustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including theRedemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Noteswhen the same shall become due and payable. 26(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction anddischarge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held by the Company in trust orby any Paying Agent as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon suchpayment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liabilitybut only with respect to such sums or amounts.(d) Any money and ADSs deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal(including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaidinterest on, any Note (or, in the case of ADSs, in satisfaction of the Conversion Obligation) and remaining unclaimed for two years after such principal(including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or interest has become due andpayable shall be paid or delivered, as the case may be, to the Company on request of the Company contained in an Officers’ Certificate, or (if then heldby the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to theCompany for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money and ADSs, and all liability of theCompany as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any suchrepayment or delivery, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarilypublished on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and ADSsremains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimedbalance of such money and ADSs then remaining will be repaid or delivered to the Company.Section 4.05. Existence. Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full forceand effect its corporate existence.Section 4.06. Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of theExchange Act, the Company shall, so long as any of the Notes, any ADSs deliverable upon conversion thereof or any Ordinary Shares underlying ADSsdeliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act,promptly provide to the Trustee and shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or theADSs deliverable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act tofacilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company shall take such further action as any Holder or beneficial owner ofsuch Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notesor ADSs in accordance with Rule 144A, as such rule may be amended from time to time.(b) The Company shall provide to the Trustee within 15 days after the same are required to be filed with the Commission, copies of anydocuments or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect toany applicable grace period provided by Rule 12b-25 under the Exchange Act). 27(c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’sreceipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from informationcontained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely onan Officers’ Certificate).(d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance ofthe Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of theExchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 6-K), or the Notes are nototherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the threemonths immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shallpay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of theNotes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the period during whichthe Notes are not freely tradable, as the case may be. As used in this Section 4.06(d), documents or reports that the Company is required to “file” withthe Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to theCommission pursuant to Section 13 or 15(d) of the Exchange Act.(e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restrictedCUSIP or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates atany time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or theNotes) as of the 370th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance withSection 2.05(c), the Notes have been assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than the Company’s Affiliatesor Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S.securities laws or the terms of this Indenture or the Notes).(f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on theNotes.(g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, anyAdditional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue onany day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with anyAdditional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by theCompany’s failure to be current in respect of its Exchange Act reporting obligations. 28(h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee anOfficers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest ispayable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume withoutinquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Companyshall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.Section 4.07. Additional Amounts. (a) All payments and deliveries made by, or on behalf of, the Company or any successor to the Companyunder or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the RedemptionPrice, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together with payments ofcash for any Fractional ADS) upon conversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or futuretaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or anysuccessor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) orthrough which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, anypolitical subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmentalpolicy having the force of law. In the event that any such withholding or deduction is so required, the Company or any successor to the Company shallpay to each Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the Holder aftersuch withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received bysuch Holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:(i) for or on account of:(A) any tax, duty, assessment or other governmental charge that would not have been imposed but for:(1) the existence of any present or former connection between the Holder or beneficial owner of such Note and theRelevant Jurisdiction, other than merely holding such Note or the receipt of payments thereunder, including, withoutlimitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such RelevantJurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or businesstherein or having had a permanent establishment therein;(2) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the dateon which the payment of the principal of (including the Redemption Price, the Repurchase Price and Fundamental ChangeRepurchase Price, if applicable) and interest on, such Note or the delivery of ADSs (together with payment of cash for anyFractional ADS) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or dulyprovided for; 29(3) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor ofthe Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning suchHolder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make anydeclaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timelycompliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in orderto reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or(4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction,unless such Note could not have been presented for payment elsewhere;(B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmentalcharge;(C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments ordeliveries under or with respect to the Notes;(D) any tax required to be withheld or deducted under Sections 1471 to 1474 of the Code (or any amended or successorversions of such Sections) (“FATCA”), any regulations or other official guidance thereunder, any intergovernmental agreemententered into in connection with FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementingFATCA or an intergovernmental agreement; or(E) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B),(C) or (D); or(ii) with respect to any payment of the principal of (including the Redemption Price, the Repurchase Price and the FundamentalChange Repurchase Price, if applicable) and interest on such Note or the delivery of ADSs (together with payment of cash for anyFractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficialowner of that payment to the extent that such payment would be required to be included in the income under the laws of the RelevantJurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficialowner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial ownerbeen the Holder thereof. 30(b) Any reference in this Indenture or the Notes in any context to the delivery of ADSs (together with payments of cash for any Fractional ADS)upon conversion of the Notes or the payment of principal of (including the Redemption Price, the Repurchase Price and Fundamental ChangeRepurchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include paymentof Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant tothis Section 4.07.(c) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, itwill deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted.(d) The foregoing obligations shall survive termination or discharge of this Indenture.Section 4.08. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any timeinsist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that wouldprohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted,now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it maylawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delayor impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such lawhad been enacted.Section 4.09. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of eachfiscal year of the Company (beginning with the fiscal year ending on December 31, 2016) an Officers’ Certificate stating that a review has beenconducted of the Company’s activities under this Indenture and the Company has fulfilled its obligations hereunder, and whether the authorizedOfficers thereof have knowledge of any Default by the Company that occurred during the previous year that is then continuing and, if so, specifyingeach such Default and the nature thereof.In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the Company becomes aware ofthe occurrence of any Default if such Default is then continuing, an Officers’ Certificate setting forth the details of such Default, its status and theaction that the Company is taking or proposing to take in respect thereof. The Trustee shall have no responsibility to take any steps to ascertainwhether any Event of Default or Default has occurred, and until (i) a Responsible Officer of the Trustee has received an Officers’ Certificate regardingsuch an occurrence, or (ii) the Trustee has received notice from the Holders of at least 25% in aggregate principal amount of the Notes then outstandingregarding such an occurrence, the Trustee is entitled to assume, without liability, that no Event of Default or Default has occurred. 31Section 4.10. Further Instruments and Acts. The Company will execute and deliver such further instruments and do such further acts as may bereasonably necessary or proper to carry out more effectively the purposes of this Indenture.ARTICLE 5LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEESection 5.01. Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, notmore than 15 days after each December 15 and June 15 in each year beginning with December 15, 2018, and at such other times as the Trustee mayrequest in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in orderto enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names andaddresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any suchnotices) prior to the time such information is furnished, except that no such list need be furnished so long as the Bank of New York Mellon is acting asNote Registrar.Section 5.02. Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information asto the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee inits capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list sofurnished.ARTICLE 6DEFAULTS AND REMEDIESSection 6.01. Events of Default. The following events shall be “Events of Default” with respect to the Notes:(a) default in any payment of interest or Additional Amounts, if any, on any Note when due and payable and the default continues for a period of30 days;(b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon redemption, upon any required repurchase,upon declaration of acceleration or otherwise;(c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’sconversion right and such failure continues for a period of five Business Days;(d) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a Make-WholeFundamental Change in accordance with Section 14.03(a), in each case, when due and such failure continues for a period of five Business Days;(e) failure by the Company to comply with its obligations under Article 11; 32(f) failure by the Company for 60 days after written notice from the Trustee or by the Trustee at the request of the Holders of at least 25% inaggregate principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained inthe Notes or this Indenture;(g) default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument underwhich there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of US$40 million (orthe foreign currency equivalent thereof) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness nowexists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay theprincipal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration orotherwise;(h) a final judgment for the payment of US$40 million (or the foreign currency equivalent thereof) or more (excluding any amounts covered byinsurance) rendered against the Company or any Significant Subsidiary of the Company, which judgment is not paid, bonded or otherwise dischargedor stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on whichall rights to appeal have been extinguished;(i) the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or otherrelief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now orhereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any suchSignificant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by anysuch official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shallfail generally to pay its debts as they become due; or(j) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similarlaw now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or suchSignificant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed fora period of 30 consecutive days.Section 6.02. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever thereason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decreeor order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than anEvent of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries), unless the principalof all of the Notes shall have already become due and payable, the Trustee may by notice in writing to the Company, or the Holders of at least 25% inaggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company and to theTrustee may, and the Trustee at the request of such Holders accompanied by security and/or indemnity reasonably satisfactory to the Trustee shall,declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declarationthe same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture or in the Notesto the contrary. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiariesoccurs and is continuing, 100% of the principal of, and accrued and unpaid interest on, all Notes shall become and shall automatically be immediatelydue and payable without any action on the part of the Trustee. If an Event of Default occurs and is continuing, all agents of the Company appointedunder this Indenture will be required to act on the direction of the Trustee. 33The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been sodeclared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafterprovided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notesand the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued andunpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate per annum borne by theNotes plus one percent) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decreeof a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal ofand accrued and unpaid interest on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant toSection 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principalamount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect tothe Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefromshall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affectany subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no suchwaiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of,or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be,the consideration due upon conversion of the Notes.Section 6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects,the sole remedy for Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall after theoccurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to:(a) 0.25% per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date onwhich such an Event of Default first occurs and ending on the earlier of (i) the date on which such Event of Default is cured or validly waived and(ii) the 90th day immediately following, and including, the date on which such Event of Default first occurred; and 34(b) if such Event of Default has not been cured or validly waived prior to the 91st day immediately following, and including, the date on whichsuch Event of Default first occurred, 0.50% per annum of the principal amount of the Notes outstanding for each day during the period beginning on,and including, the 91st day immediately following, and including, the date on which such an Event of Default first occurred and ending on the earlierof (i) the date on which such Event of Default is cured or validly waived and (ii) the 180th day immediately following, and including, the date onwhich such Event of Default first occurred.Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) orSection 4.06(e). In no event shall Additional Interest accrue on the Notes on any day under this Indenture (taking any Additional Interest payablepursuant to this Section 6.03 together with any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e)) at an annual rate accruingin excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reportingobligations. If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as regular interest on theNotes. On the 181st day after such Event of Default (if the Event of Default with respect to the Company’s obligations under Section 4.06(b) is notcured or waived prior to such 181st day), the Notes will be subject to acceleration as provided in Section 6.02. In the event the Company does not electto pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but doesnot pay the Additional Interest when due, the Notes shall be subject to acceleration as provided in Section 6.02.In order to elect to pay Additional Interest as the sole remedy during the first 180 days after the occurrence of any Event of Default described inthe immediately preceding paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent of such electionprior to the beginning of such 180-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration asprovided in Section 6.02.Section 6.04. Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall haveoccurred, the Company shall, upon demand of the Trustee acting in its own discretion or at the request of Holders of at least 25% in aggregate principalamount of the Notes then outstanding determined in accordance with Section 8.04 and subject to indemnity and/or security reasonably satisfactory tothe Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal andinterest, if any, with interest on any overdue principal and interest, if any, at the rate per annum borne by the Notes at such time plus one percent, and,in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail topay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding forthe collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against theCompany or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of theproperty of the Company or any other obligor upon the Notes, wherever situated. 35In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notesunder Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of theCompany or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or tothe creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due andpayable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to theprovisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claimsfor the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file suchproofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of theTrustee (including any claim for the compensation, reasonable expenses, reasonable disbursements and advances of the Trustee, its agents and counsel)and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or theirproperty, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after thededuction of any amounts due to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator,custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in theevent that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it forcompensation, reasonable expenses, advances and reasonable disbursements, including agents and counsel fees and expenses, and including any otheramounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of compensation,reasonable expenses, advances and reasonable disbursements out of the estate in any such proceedings shall be denied for any reason, payment of thesame shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holdersof the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any planof reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to votein respect of the claim of any Holder in any such proceeding.All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possessionof any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trusteeshall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the compensation,reasonable expenses, reasonable disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of theNotes. 36In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which theTrustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of theNotes parties to any such proceedings.In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued orabandoned because of any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shallhave been determined adversely to the Trustee, then and in every such case the Company, the Holders, and the Trustee shall, subject to anydetermination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of theCompany, the Holders, and the Trustee shall continue as though no such proceeding had been instituted.Section 6.05. Application of Monies Collected by Trustee. Any monies collected by the Trustee pursuant to this Article 6 with respect to theNotes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of theseveral Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:First, to the payment of all amounts due the Trustee under Section 7.06 and any payments due to the Paying Agent, the Transfer Agent, theConversion Agent and the Note Registrar;Second, in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, the Notes indefault in the order of the date due of the payments of such interest, with interest (to the extent that such interest has been collected by the Trustee)upon such overdue payments at the rate per annum borne by the Notes at such time (including, without duplication, any additional interest on suchoverdue payments pursuant to Section 6.04), such payments to be made ratably to the Persons entitled thereto;Third, in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of thewhole amount (including, if applicable, the payment of the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price and anycash due upon conversion) then owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal and, to theextent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate per annum borne by the Notes at such timeplus one percent, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the paymentof such principal (including, if applicable, the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price and the cash due uponconversion) and interest without preference or priority of principal over interest, or of interest over principal or of any installment of interest over anyother installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the RedemptionPrice, Repurchase Price or Fundamental Change Repurchase Price) and accrued and unpaid interest; andFourth, to the payment of the remainder, if any, to the Company. 37Section 6.06. Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the RedemptionPrice, the Repurchase Price or Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of theconsideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture toinstitute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee,liquidator, custodian or other similar official, or for any other remedy hereunder, unless:(a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinprovided;(b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee toinstitute such action, suit or proceeding in its own name as Trustee hereunder;(c) such Holders shall have offered to the Trustee such security and/or indemnity reasonably satisfactory to it against any loss, liability orexpense to be incurred therein or thereby;(d) the Trustee for 60 days after its receipt of such notice, request and offer of security and/or indemnity, shall have neglected or refused toinstitute any such action, suit or proceeding; and(e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders ofa majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.09,it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and theTrustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect,disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce anyright under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwiseprovided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as canbe given either at law or in equity.Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, asthe case may be, of (x) the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, ifapplicable) of, (y) accrued and unpaid interest on, and (z) the consideration due upon conversion of, such Note, on or after the respective due datesexpressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be,on or after such respective dates against the Company shall not be impaired or affected without the consent of such Holder. 38Section 6.07. Proceedings by Trustee. In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rightsvested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equityor by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in thisIndenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by thisIndenture or by law.Section 6.08. Remedies Cumulative and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given bythis Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of anyother powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance orobservance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notesto exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiverof any such Default or Event of Default or any acquiescence therein; and, subject to the provisions of Section 6.06, every power and remedy given bythis Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee orby the Holders.Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principalamount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes;provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any otheraction deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that would involve theTrustee in personal liability, or if it is not provided with security and/or indemnity to its reasonable satisfaction. In addition, the Trustee will not berequired to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Notes at the timeoutstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Defaulthereunder and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, theRedemption Price, Repurchase Price or Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to theprovisions of Section 6.02, (ii) a failure by the Company to pay or deliver, or cause to be delivered, as the case may be, the consideration due uponconversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended withoutthe consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall berestored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impairany right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, saidDefault or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no suchwaiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 39Section 6.10. Notice of Defaults and Events of Default. If a Default or Event of Default occurs and is continuing and is notified in writing to theTrustee, the Trustee shall, within 90 days after the occurrence and continuance of such Default or Event of Default, mail to all Holders (at theCompany’s expense) as the names and addresses of such Holders appear upon the Note Register, notice of all Defaults so notified in writing, unlesssuch Defaults shall have been cured or waived before the giving of such notice; provided that the Trustee shall not be deemed to have knowledge ofany occurrence of a Default or Event unless it has received written notice. Except in the case of a Default in the payment of the principal of (includingthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any ofthe Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice ifand so long as the Trustee’s board of directors, an executive committee or a committee of Responsible Officers of the Trustee (in its sole discretion) ingood faith determines that the withholding of such notice is in the interests of the Holders.Section 6.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall bedeemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or inany suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay thecosts of such suit and that such court may in its discretion assess costs, including attorneys’ fees and reasonable expenses, against any party litigant insuch suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of thisSection 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group ofHolders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04,or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest on any Note (including,but not limited to, the Redemption Price and the Repurchase Price and Fundamental Change Repurchase Price with respect to the Notes beingrepurchased as provided in this Indenture) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the rightto convert any Note in accordance with the provisions of Article 14.ARTICLE 7CONCERNING THE TRUSTEESection 7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver ofall Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture andno implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred that has not beencured or waived the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in itsexercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event ofDefault occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request ordirection of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security reasonably satisfactory to it against the costs,liabilities or reasonable expenses that might be incurred by it in compliance with such request or direction. 40No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grosslynegligent failure to act or its own willful misconduct, except that:(a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred:(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall notbe liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants orobligations shall be read into this Indenture against the Trustee; and(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively and without liability rely, as to the truth of thestatements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to therequirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to befurnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements ofthis Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts, statements, opinions orconclusions stated therein);(b) the Trustee shall not be liable for any error of judgment made in good faith by an Officer of the Trustee, unless it shall be proved that theTrustee was grossly negligent in ascertaining the pertinent facts;(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction ofthe Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferredupon the Trustee, under this Indenture;(d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protectionto, the Trustee shall be subject to the provisions of this Section;(e) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relatingto payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; 41(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee,the Trustee may conclusively and without liability rely on its failure to receive such notice as reason to act as if no such event occurred;(g) [RESERVED](h) in the event that the Trustee is also acting as Note Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the rights,immunities, privileges, disclaimers from liability and protections (including the right to compensation and indemnity) afforded to the Trustee pursuantto this Article 7 shall also be afforded to such Note Registrar, Paying Agent, Conversion Agent or transfer agent;(i) the Trustee shall have no duty to inquire, no duty to determine and no duty to monitor as to the performance of the Company’s covenants inthis Indenture or the financial performance of the Company; the Trustee shall be entitled to assume, until it has received written notice in accordancewith this Indenture, that the Company is properly performing its duties hereunder;(j) the Trustee shall be under no obligation to enforce any of the provisions of this Indenture unless it is instructed by Holders of at least 25% ofthe aggregate principal amount of outstanding Notes and is provided with security and/or indemnity reasonably satisfactory to it;(k) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel prepared and delivered at thecost of the Company conforming to Section 17.06 and the Trustee and the Agents may rely conclusively on such certificate or opinion and will not beliable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel;(l) in connection with the exercise by it of its trusts, powers, authorities or discretions (including, without limitation, any modification, waiver,authorization or determination), the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interestsarising from circumstances particular to individual Holders (whatever their number) and in particular, but without limitation, shall not have regard tothe consequences of the exercise of its trusts, powers, authorities or discretions for individual Holders (whatever their number) resulting from theirbeing for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; and(m) the Trustee is not obliged to do or omit to do anything which in its reasonable opinion, would or may be illegal or would constitute a breachof any fiduciary duty or duty of confidentiality, or any law, rule, regulation, or any decree, order or judgment of any court, or practice, request,direction, notice, announcement or similar action (whether or not having the force of law) of any relevant government, government agency, regulatoryauthority, stock exchange or self-regulatory organization to which the Trustee is subject. The Trustee may without liability to do anything which is, inits reasonable opinion, necessary to comply with any such law, directive or regulations. 42None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financialliability in the performance of any of its duties or in the exercise of any of its rights or powers.Section 7.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01:(a) the Trustee may conclusively and without liability rely and shall be fully protected in acting upon any resolution, certificate, statement,instrument, opinion, report, notice, request, consent, order, bond, Note, coupon or other paper or document believed by it in good faith to be genuineand to have been signed or presented by the proper party or parties;(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unlessother evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereofcertified by the Secretary or an Assistant Secretary of the Company;(c) the Trustee may consult with counsel and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be fulland complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such adviceor Opinion of Counsel;(d) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make suchfurther inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry orinvestigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of theCompany and shall incur no liability of any kind by reason of such inquiry or investigation;(e) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,delegates, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent,delegate, representative, custodian, nominee or attorney appointed by it with due care hereunder;(f) the permissive rights of the Trustee enumerated herein shall not be construed as duties;(g) under no circumstances and notwithstanding any contrary provision included herein, neither the Trustee, the Paying Agent, the ConversionAgent nor the Note Registrar shall be responsible or liable for special, indirect, punitive, or consequential damages or loss of any kind whatsoever(including, but not limited to, loss of profit) irrespective of whether any of them have been advised of the likelihood of such loss or damage andregardless of the form of action; this provision shall remain in full force and effect notwithstanding the discharge of the Notes, the termination of thisIndenture or the resignation, replacement or removal of the Trustee, the Paying Agent, the Conversion Agent and the Note Registrar; and 43(h) the Trustee, the Paying Agent, the Conversion Agent and the Note Registrar may refrain from taking any action in any jurisdiction if thetaking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of thatjurisdiction or, to the extent applicable, of New York; furthermore, the Trustee may also refrain from taking such action if it would otherwise render itliable to any person in that jurisdiction or New York or if, in its opinion based on such legal advice, it would not have the power to do the relevantthing in that jurisdiction by virtue of any applicable law in that jurisdiction or in New York or if it is determined by any court or other competentauthority in that jurisdiction that it does not have such power.(i) The Company understands that The Bank of New York Mellon Corporation is a global financial organization that operates in and providesservices and products to clients through its affiliates, branches, representative offices and/or subsidiaries located in multiple jurisdictions (collectively,the “BNY Mellon Group” and each a “BNY Mellon Entity”). The BNY Mellon Group may: (i) use and/or centralize in one or more BNY MellonEntity in connection with its performance of the functions, duties and services provided and any other obligations under this Indenture and/or theNotes and in certain other activities (the “Centralized Functions”), including, without limitation, audit, accounting, tax, administration, riskmanagement, credit, legal, compliance, operation, sales and marketing, product communication, relationship management, information technology,records and data storage, performance measurement, data aggregation and the compilation and analysis of information and data regarding theCompany (which, for purposes of this sub-Section 7.02(i), includes the name and business contact information for the employees and representatives ofthe Company and any personal data) and the accounts established pursuant to the transactions contemplated in this Indenture and/or the Notes (“ClientInformation”); and (ii) use third party service providers to store, maintain and process Client Information (“Outsourced Functions”). Notwithstandinganything to the contrary contained elsewhere in this Indenture and/or the Notes and solely in connection with the Centralized Functions and/orOutsourced Functions, the Company consents to the: (i) collection, use and storage of, and authorizes the BNY Mellon Group to collect, use and store,Client Information within and outside of any jurisdiction, including without limitation Australia, the European Economic Area, Hong Kong, the PRC,Japan, Singapore, India, the British Virgin Islands and the United States of America; and (ii) disclosure of, and authorizes the BNY Mellon Group todisclose, Client Information to: (A) any other BNY Mellon Entity (and their respective officers, directors and employees); and (B) third-party serviceproviders (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Client Information. In addition, theBNY Mellon Group may aggregate Client Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY MellonGroup will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifiesClient Information with the Company specifically. The Company represents to the BNY Mellon Group that it is authorized to consent to the foregoingand that the disclosure of Client Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevantdata protection legislation. The Company also consents to the disclosure of Client Information to governmental, tax, regulatory, law enforcement andother authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law, rule, or guideline (including any tax andswap trade data reporting regulations). 44Section 7.03. No Responsibility for Recitals, Etc. The recitals, statements, warranties and representations contained herein and in the Notes(except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for thecorrectness of the same. The Trustee makes no representations as to the accuracy or correctness of the same or the execution, legality, effectiveness,adequacy, genuineness, validity, enforceability or admissibility in evidence of this Indenture or of the Notes. The Trustee shall not be accountable forthe use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with theprovisions of this Indenture. Notwithstanding the generality of the foregoing, each Holder shall be solely responsible for making its own independentappraisal of, and investigation into, the financial condition, creditworthiness, condition, affairs, status and nature of the Company, and the Trusteeshall not at any time have any responsibility for the same and each Holder shall not rely on the Trustee in respect thereof.Section 7.04. Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes. The Trustee, any Paying Agent, any ConversionAgent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it werenot the Trustee, Paying Agent, Conversion Agent or Note Registrar, and nothing herein shall obligate any of them to account for any profits earnedfrom any business or transactional relationship.Section 7.05. Monies to Be Held in Trust. All monies received by the Trustee shall, until used or applied as herein provided, be held in trust forthe purposes for which they were received. Money held by the Trustee in trust or by the Paying Agent hereunder need not be segregated from otherfunds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received byit hereunder.Section 7.06. Compensation and Expenses of Trustee. (a) The Company covenants and agrees to pay to the Trustee from time to time, and theTrustee shall be entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of lawin regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Companywill pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trusteein accordance with any of the provisions of this Indenture in any capacity thereunder (including the compensation and the reasonable expenses anddisbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall havebeen caused by its gross negligence or willful misconduct. The Company also covenants to indemnify the Trustee in any capacity under this Indentureand any other document or transaction entered into in connection herewith, and to hold it harmless against, any loss, claim, damage, liability orexpense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers, directors, agents or employees, as the case maybe, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder, including the costsand expenses of defending themselves against any claim of liability in the premises. The obligations of the Company under this Section 7.06 tocompensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claimto which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05,funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under thisSection 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The indemnity under this Section 7.06(a) is payable upondemand by the Trustee. The obligation of the Company under this Section 7.06(a) shall survive the satisfaction and discharge of the Notes, thetermination or discharge of this Indenture and the resignation, replacement or removal or the Trustee. The indemnification provided in thisSection 7.06(a) shall extend to the officers, directors, agents and employees of the Trustee. Subject to Section 7.02(e), any negligence or misconduct ofany agent, delegate, attorney or representative, in each case, of the Trustee, shall not affect indemnification of the Trustee. 45Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents incur expenses or renderservices after an Event of Default specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and the compensation for the services are intendedto constitute expenses of administration under any bankruptcy, insolvency or similar laws. If a Default or Event of Default shall have occurred or if theTrustee finds it expedient or necessary or is requested by the Company and/or the Holders to undertake duties which are of an exceptional nature orotherwise outside the scope of the Trustee’s normal duties under this Indenture, the Company will pay such additional remuneration as the Companyand the Trustee may separately agree in writing.(b) The Paying Agent, the Conversion Agent and the Note Registrar shall be entitled to the compensation to be agreed upon in writing with theCompany for all services rendered by it under this Indenture, and the Company agrees promptly to pay such compensation and to reimburse the PayingAgent, the Conversion Agent and the Note Registrar for its out-of-pocket expenses (including fees and reasonable expenses of counsel) incurred by itin connection with the services rendered by it under this Indenture. The Company hereby agrees to indemnify the Paying Agent, the Conversion Agentand the Note Registrar and their respective officers, directors, agents and employees and any successors thereto for, and to hold it harmless against, anyloss, liability or expense (including fees and reasonable expenses of counsel) incurred without gross negligence or willful misconduct on its partarising out of or in connection with its acting as the Paying Agent, the Conversion Agent and the Note Registrar hereunder. The obligations of theCompany under this paragraph (b) shall survive the payment of the Notes, the termination or discharge of the Indenture and the resignation,replacement or removal of the Paying Agent, the Conversion Agent and the Note Registrar.Section 7.07. Officers’ Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions ofthis Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder,such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by anOfficers’ Certificate delivered to the Trustee, and such Officers’ Certificate shall be full warrant to the Trustee for any action taken or omitted by itunder the provisions of this Indenture upon the faith thereof. 46Section 7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the TrustIndenture Act to act as such and has a combined capital and surplus of at least US$50,000,000. If such Person publishes reports of condition at leastannually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capitaland surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If atany time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with theeffect hereinafter specified in this Article.Section 7.09. Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving 60 days written notice of such resignation tothe Company and by mailing notice thereof to the Holders at their addresses as they shall appear on the Note Register. Upon receiving such notice ofresignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors,one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have beenso appointed and have accepted appointment within 30 days after the mailing of such notice of resignation to the Holders, the resigning Trustee mayappoint a successor trustee on behalf of and at the expense of the Company or it may petition any court of competent jurisdiction for the appointmentof a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months may, subject to the provisions ofSection 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Suchcourt may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.(b) In case at any time any of the following shall occur:(i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written requesttherefor by the Company or by any such Holder, or(ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its propertyshall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,conservation or liquidation.Then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument, induplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to thesuccessor trustee, or, subject to the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six monthsmay, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and theappointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee andappoint a successor trustee. 47(c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section 8.04,may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days afternotice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder, upon the terms andconditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 7.09 shallbecome effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.Section 7.10. Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.09 shall execute, acknowledge anddeliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removalof the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with allthe rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on thewritten request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to theprovisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing toact. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting inand confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which theNotes are hereby made subordinate on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit ofHolders of particular Notes, to secure any amounts then due to it pursuant to the provisions of Section 7.06.No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shallbe eligible under the provisions of Section 7.08.Upon acceptance of appointment by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee, at thewritten direction and at the expense of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to the Holdersat their addresses as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment bythe successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.Section 7.11. Succession by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted or with which itmay be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, orany corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration of thisIndenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of theparties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of theTrustee such corporation or other entity shall be eligible under the provisions of Section 7.08. 48In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have beenauthenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliversuch Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticatesuch Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shallhave the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, thatthe right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall applyonly to its successor or successors by merger, conversion or consolidation.Section 7.12. Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions from theCompany (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of theNotes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under thisIndenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for anyaction taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in suchapplication (which date shall not be less than three Business Days after the date any officer that the Company has indicated to the Trustee shouldreceive such application actually receives such application, unless any such officer shall have consented in writing to any earlier date), unless, prior totaking any such action (or the effective date in the case of any omission), the Trustee shall have received written instructions in accordance with thisIndenture in response to such application specifying the action to be taken or omitted.ARTICLE 8CONCERNING THE HOLDERSSection 8.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principalamount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking ofany other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced(a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) bythe record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) bya combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits thetaking of any action by the Holders of the Notes, the Company or the Trustee may fix, but shall not be required to, in advance of such solicitation, adate as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days priorto the date of commencement of solicitation of such action. 49Section 8.02. Proof of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution ofany instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may beprescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by acertificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any Paying Agent, any Conversion Agent and any Note Registrarmay deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note(whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than theCompany or any Note Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.03) accrued andunpaid interest on such Note, for the purpose of conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor anyPaying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments or deliveries somade to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sums or ADSs so paid or delivered, effectual to satisfyand discharge the liability for monies payable or ADSs deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture orthe Notes following an Event of Default, any Holder of a beneficial interest in a Global Note may directly enforce against the Company, without theconsent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such Holder’s right to exchange such beneficialinterest for a Note in certificated form in accordance with the provisions of this Indenture.Section 8.04. Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes haveconcurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary orConsolidated Affiliated Entity thereof or by any Affiliate of the Company or any Subsidiary or Consolidated Affiliated Entity thereof shall bedisregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether theTrustee shall be protected in relying on any such direction, consent, waiver or other action only Notes in respect of which a Responsible Officer isnotified in writing shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes ofthis Section 8.04 if the pledgee shall establish its right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary orConsolidated Affiliated Entity thereof or an Affiliate of the Company or a Subsidiary or Consolidated Affiliated Entity thereof. Within five days ofacquisition of the Notes by any of the above described persons or entities, the Company shall furnish to the Trustee promptly an Officers’ Certificatelisting and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and,subject to Section 7.01, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of thefact that all Notes not listed therein are outstanding for the purpose of any such determination. 50Section 8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided inSection 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture inconnection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented tosuch action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 8.02, revokesuch action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding uponsuch Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration oftransfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution thereforor upon registration of transfer thereof.ARTICLE 9HOLDERS’ MEETINGSSection 9.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of thisArticle 9 for any of the following purposes:(a) to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent tothe waiving of any Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuantto any of the provisions of Article 6;(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes underany other provision of this Indenture or under applicable law.Section 9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, tobe held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place ofsuch meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01,shall be mailed to Holders of such Notes at their addresses as they shall appear on the Note Register. Such notice shall also be mailed to the Company.Such notices shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.Any meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice iswaived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by dulyauthorized representatives or have, before or after the meeting, waived notice. 51Section 9.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of atleast 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Company to call a meeting of Holders, by writtenrequest setting forth in reasonable detail the action proposed to be taken at the meeting, and the Company shall not have mailed the notice of suchmeeting within 20 days after receipt of such request, then the Trustee or such Holders may determine the time and the place for such meeting and maycall such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02.Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes onthe record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on therecord date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Personsentitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company andits counsel.Section 9.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it maydeem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to theappointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and suchother matters concerning the conduct of the meeting as it shall think fit.The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by theCompany or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in likemanner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of amajority in principal amount of the Notes represented at the meeting and entitled to vote at the meeting.Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each US$1,000principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of anyNote challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right tovote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders.Any meeting of Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of amajority of the aggregate principal amount of Notes represented at the meeting, whether or not constituting a quorum, and the meeting may be held asso adjourned without further notice.Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or ofthe next succeeding meeting of Holders of the Notes, shall be conclusive evidence of the matters in them. Until the contrary is proved every meetingfor which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedingstransacted at it to have been duly passed and transacted. 52Section 9.06. Voting. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribedthe signatures of the Holders or of their representatives by proxy and the outstanding principal amount of the Notes held or represented by them. Thepermanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution andwho shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicateof the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the originalreports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth acopy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall show the principal amount ofthe Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretaryof the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter tohave attached thereto the ballots voted at the meeting.Any record so signed and verified shall be conclusive evidence of the matters therein stated.Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize or permit, by reasonof any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise ofany right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Notes.ARTICLE 10SUPPLEMENTAL INDENTURESSection 10.01. Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board ofDirectors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indenturessupplemental hereto for one or more of the following purposes:(a) to cure any ambiguity, omission, defect or inconsistency;(b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11;(c) to add guarantees with respect to the Notes;(d) to secure the Notes;(e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon theCompany;(f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into ReferenceProperty, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, inaccordance with Section 14.07; 53(g) to make any change that does not adversely affect the rights of any Holder; or(h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum.Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplementalindenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, butmay in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture orotherwise. The Trustee shall be entitled to seek an Officers’ Certificate and an Opinion of Counsel, at the Company’s expense, that any suchsupplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law.Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without theconsent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.Section 10.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at leasta majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation,consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions of theBoard of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indenturessupplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture orany supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of anoutstanding Note affected, no such supplemental indenture shall:(a) reduce the amount of Notes whose Holders must consent to an amendment;(b) reduce the rate of or extend the stated time for payment of interest on any Note;(c) reduce the principal of or extend the Maturity Date of any Note;(d) make any change that adversely affects the conversion rights of any Notes;(e) reduce the Repurchase Price payable on the Repurchase Date, the Fundamental Change Repurchase Price or the Redemption Price of any Noteor amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiverof provisions in the covenants, definitions or otherwise;(f) make any Note payable in a currency other than U.S. dollars; 54(g) change the ranking of the Notes;(h) impair the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor or toinstitute suit for the enforcement of any payment on or with respect to such Holder’s Note;(i) change the Company’s obligation to pay Additional Amounts on any Note; or(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09.Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject toSection 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless (i) the Trustee has not received anOfficers’ Certificate and an Opinion of Counsel that such supplemental indenture is authorized and permitted by the terms of this Indenture and notcontrary to law or (ii) such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in whichcase the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if suchHolders approve the substance thereof. After any supplemental indenture becomes effective under Section 10.01 or Section 10.02, the Company shallmail to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect inthe notice, will not impair or affect the validity of the supplemental indenture.Section 10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights,obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised andenforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indentureshall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.Section 10.04. Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to theprovisions of this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in suchsupplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and theBoard of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be preparedand executed by the Company, authenticated by the Trustee and delivered in exchange for the Notes then outstanding, upon surrender of such Notesthen outstanding. 55Section 10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required bySection 17.06, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indentureexecuted pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture and is not contrary to law.ARTICLE 11CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASESection 11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidatewith, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existingunder the laws of the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong and the Successor Company (if not the Company) shallexpressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance ofdoubt, the obligation to pay Additional Amounts pursuant to Section 4.07); and(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or moreSubsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute allor substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease ofall or substantially all of the properties and assets of the Company to another Person.Section 11.02. Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and uponthe assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, ofthe due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes (including, for the avoidance of doubt, anyAdditional Amounts), the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes(including, for the avoidance of doubt, any Additional Amounts) and the due and punctual performance of all of the covenants and conditions of thisIndenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all orsubstantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as theparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Companyany or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon theorder of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, theTrustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and deliveredby the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed anddelivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as theNotes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of theexecution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with thisArticle 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in themanner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Personshall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. 56In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) maybe made in the Notes thereafter to be issued as may be appropriate.Section 11.03. Opinion of Counsel to Be Given to Trustee. No consolidation, merger, sale, conveyance, transfer or lease shall be effective unlessthe Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale,conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, suchsupplemental indenture, complies with the provisions of this Article 11.ARTICLE 12IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORSSection 12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid intereston any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement ofthe Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby,shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future, of the Company orof any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or ruleof law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waivedand released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes.ARTICLE 13INTENTIONALLY OMITTEDARTICLE 14CONVERSION OF NOTESSection 14.01. Conversion Privilege. Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have theright, at such Holder’s option, to convert all or any portion (if the portion to be converted is US$1,000 principal amount or an integral multiple thereof)of such Note at any time prior to the close of business on the second Business Day immediately preceding the Maturity Date into ADSs at an initialconversion rate of 15.4776 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per US$1,000 principal amount ofNotes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”). 57Section 14.02. Conversion Procedure; Settlement Upon Conversion.(a) Upon conversion of any Note, the Company shall cause to be delivered to the converting Holder, in respect of each US$1,000 principalamount of Notes being converted, a number of ADSs equal to the Conversion Rate, together with a cash payment, if applicable, in lieu of any fractionalADSs (“Fractional ADSs”) (assuming delivery of the maximum number of ADSs due upon conversion that do not represent a fractional ADS) inaccordance with subsection (j) of this Section 14.02, on the third Business Day immediately following the relevant Conversion Date. For the avoidanceof doubt, neither the Trustee nor any Agent shall have any responsibility to deliver ADSs to any person or deal with cash payments in relation toconversions, except for cash payments in lieu of any fractional ADS.(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the caseof a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the nextInterest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h), and complete, manually sign and deliver a duly completedirrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) and(ii) in the case of a Physical Note (1) complete, manually sign and deliver a duly completed irrevocable Notice of Conversion to the Conversion Agentat the specified office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (withaddresses) in which such Holder wishes the certificate or certificates for any ADSs to be delivered upon settlement of the Conversion Obligation to beregistered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents),at the specified office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay fundsequal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and ifdifferent, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion.No Notice of Conversion with respect to any Notes may be delivered and no Notes may be surrendered by a Holder for conversion thereof if suchHolder has also delivered a Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validlywithdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.03. A Notice of Conversion shall bedeposited in duplicate at the office of any Conversion Agent on any Business Day from 9:00 a.m. to 3:00 p.m. at the location of the Conversion Agentto which such Notice of Conversion is delivered. Any Notice of Conversion and any Physical Note (if issued) deposited outside the hours specified oron a day that is not a Business Day at the location of the Conversion Agent shall for all purposes be deemed to have been deposited with thatConversion Agent between 9:00 a.m. and 3:00 p.m. on the next Business Day. 58If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notesshall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) sosurrendered. None of the Agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the ADSs to theconverting Holder.(c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that theHolder has complied with the requirements set forth in subsection (b) above. The Company shall issue or cause to be issued, and deliver or cause to bedelivered to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number ofADSs to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation.(d) In case any Note shall be surrendered for partial conversion, the Company shall execute and instruct the Trustee who shall authenticate anddeliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principalamount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required bythe Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may beimposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name ofthe Holder of the old Notes surrendered for such conversion.(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp, issue, transfer or similar tax due on the delivery ofthe ADSs upon conversion of the Notes (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests suchADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agentmay refuse to deliver the certificates representing the ADSs (or the Ordinary Shares) being issued in a name other than the Holder’s name until theTrustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. The Company shallpay the ADS Depositary’s fees for issuance of the ADSs.(f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any ADSs delivered upon the conversion of any Note asprovided in this Article 14.(g) Upon the conversion of an interest in a Global Note, the Trustee shall make a notation on such Global Note as to the reduction in the principalamount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent otherthan the Trustee. 59(h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. TheCompany’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note andaccrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but notincluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding theforegoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on suchRegular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding theconversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on theimmediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted;provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date;(2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeedingthe corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately succeedingsuch Interest Payment Date); (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on orprior to the Business Day immediately succeeding the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, thesecond Business Day immediately succeeding such Interest Payment Date); or (4) to the extent of any Defaulted Amounts, if any Defaulted Amountsexist at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Dateimmediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Noteshave been converted following such Regular Record Date.(i) The Person in whose name the certificate for any ADSs delivered upon conversion is registered shall be treated as a holder of record of suchADSs as of the close of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notessurrendered for conversion.(j) The Company shall not issue any Fractional ADS upon conversion of the Notes and shall instead pay cash in lieu of any Fractional ADSdeliverable upon conversion based on the Last Reported Sale Price of the ADSs on the relevant Conversion Date.(k) In accordance with the Deposit Agreement, the Company shall issue to the ADS Custodian such Ordinary Shares required for the issuance ofthe ADSs upon conversion of the Notes, plus written delivery instructions (if requested by the ADS Depositary or the ADS Custodian) for such ADSsand any other information or documentation required by the ADS Depositary or the ADS Custodian in connection with each issue of Ordinary Sharesand issuance and delivery of ADSs.Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes.(a) If a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrenderedfor conversion by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposesto be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, andincluding, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the relatedFundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for theproviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole FundamentalChange). The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Changeand issue a press release announcing such Effective Date no later than five Business Days after such Effective Date. 60(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall cause to be deliveredADSs, including the Additional ADSs, in accordance with Section 14.02; provided, however, that if, at the effective time of a Make-WholeFundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-WholeFundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole FundamentalChange, the Conversion Obligation shall be calculated based solely on the ADS Price for the transaction and shall be deemed to be an amount of cashper US$1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional ADSs), multiplied by suchADS Price.(c) The number of Additional ADSs, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below,based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “ADS Price”)paid (or deemed to be paid) per ADS in the Make-Whole Fundamental Change. If the holders of the ADSs receive in exchange for their ADSs only cashin a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the ADS Price shall be the cash amount paidper ADS. Otherwise, the ADS Price shall be the average of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, andincluding, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.(d) The ADS Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of theNotes is otherwise adjusted. The adjusted ADS Prices shall equal the ADS Prices applicable immediately prior to such adjustment, multiplied by afraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the ADS Price adjustment and thedenominator of which is the Conversion Rate as so adjusted. The number of Additional ADSs set forth in the table below shall be adjusted in the samemanner and at the same time as the Conversion Rate as set forth in Section 14.04. 61(e) The following table sets forth the number of Additional ADSs to be received per US$1,000 principal amount of Notes pursuant to thisSection 14.03 for each ADS Price and Effective Date set forth below: ADS price Effective Date US$45.34 US$50.00 US$55.00 US$60.00 US$64.61 US$80.00 US$100.00 US$125.00 US$150.00 US$175.00 US$200.00 US$250.00 US$300.00 July 2, 2018 6.5779 5.5818 4.6540 3.9227 3.3780 2.1448 1.2795 0.7206 0.4235 0.2521 0.1477 0.0397 0.0000 July 1, 2019 6.5779 5.5818 4.6445 3.8825 3.3184 2.0574 1.1934 0.6514 0.3719 0.2153 0.1225 0.0309 0.0000 July 1, 2020 6.5779 5.5818 4.6231 3.8230 3.2357 1.9445 1.0873 0.5696 0.3129 0.1741 0.0947 0.0206 0.0000 July 1, 2021 6.5779 5.5818 4.5356 3.6940 3.0834 1.7740 0.9431 0.4671 0.2432 0.1276 0.0645 0.0100 0.0000 July 1, 2022 6.5779 5.4930 4.3187 3.4368 2.8107 1.5198 0.7531 0.3446 0.1659 0.0795 0.0353 0.0023 0.0000 July 1, 2023 6.5779 4.9220 3.8065 2.9672 2.3736 1.1779 0.5200 0.2088 0.0887 0.0364 0.0123 0.0000 0.0000 July 1, 2024 6.5779 4.6704 3.3855 2.4467 1.8144 0.6980 0.2365 0.0758 0.0265 0.0080 0.0011 0.0000 0.0000 July 1, 2025 6.5779 4.5224 2.7042 1.1890 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact ADS Prices and Effective Dates may not be set forth in the table above, in which case:(i) if the ADS Price is between two ADS Prices in the table above or the Effective Date is between two Effective Dates in the table, thenumber of Additional ADSs shall be determined by a straight-line interpolation between the number of Additional ADSs set forth for the higherand lower ADS Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year;(ii) if the ADS Price is greater than US$300.00 per ADS (subject to adjustment in the same manner as the ADS Prices set forth in the columnheadings of the table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate; and(iii) if the ADS Price is less than US$45.34 per ADS (subject to adjustment in the same manner as the ADS Prices set forth in the columnheadings of the table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate.Notwithstanding the foregoing, in no event shall the Conversion Rate per US$1,000 principal amount of Notes exceed 22.0555 ADSs, subject toadjustment in the same manner as the Conversion Rate pursuant to Section 14.04.(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04.(g) If the Holder elects to convert its Notes in connection with the Company’s election to redeem the Notes in respect of a Change in Tax Lawpursuant to Section 16.01, the Conversion Rate shall be increased by a number of additional ADSs determined pursuant to this Section 14.03(g). TheCompany shall settle conversions of Notes as described in Section 14.02 and, for the avoidance of doubt, pay Additional Amounts, if any, with respectto any such conversion.A conversion shall be deemed to be in connection with the Company’s election to redeem the Notes in respect of a Change in Tax Law if suchconversion occurs during the period from, and including, the date the Company provides the related notice of redemption to Holders until the close ofbusiness on the Business Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price, such later date onwhich the Company pays the Redemption Price). 62Simultaneously with providing such notice of redemption, the Company shall publish a notice containing this information in a newspaper ofgeneral circulation in The City of New York or publish the information on the Company’s website or through such other public medium as theCompany may use at that time.The number of additional ADSs by which the Conversion Rate will be increased in the event the Company elects to redeem the Notes in respectof a Change in Tax Law will be determined by reference to the table in clause (e) above based on the Redemption Reference Date and the RedemptionReference Price (each as defined below), but determined for purposes of this Section 14.03(g) as if (x) the Holder had elected to convert its Notes inconnection with a Make-Whole Fundamental Change, (y) the applicable “Redemption Reference Date” were the “Effective Date” as specified in clause(c) above and (z) the applicable “Redemption Reference Price” were the “ADS price” as specified in clause (c) above. For this purpose, the date onwhich the Company delivers notice of redemption is the “Redemption Reference Date” and the average of the Last Reported Sale Prices of the ADSsover the five Trading Day period immediately preceding the date the Company delivers such notice of redemption is the “Redemption ReferencePrice.”Section 14.04. Adjustment of Conversion Rate. If the number of Ordinary Shares represented by the ADSs is changed, after the date of thisIndenture, for any reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment tothe Conversion Rate such that the number of Ordinary Shares represented by the ADSs upon which conversion of the Notes is based remains the same.Notwithstanding the adjustment provisions described in this Section 14.04, if the Company distributes to holders of the Ordinary Shares anycash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Company(but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in additionto Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets orproperty of the Company, then an adjustment to the Conversion Rate described in this Section 14.04 shall not be made until and unless acorresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Conversion Rate shall be based on the distribution madeto the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that the Company issues ordistributes to all holders of the Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjustthe Conversion Rate pursuant to Section 14.04(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than45 calendar days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or Section 14.04(c) (in the case ofall other Expiring Rights).For the avoidance of doubt, if any event described in this Section 14.04 results in a change to the number of Ordinary Shares represented by theADSs, then such a change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Conversion Rate on account ofsuch an event to the extent such change reflects what a corresponding change to the Conversion Rate would have been on account of such event. 63The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shallnot make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or(y) a tender or exchange offer), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the Notes, in any ofthe transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of ADSs equal to the Conversion Rate,multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee nor the Conversion Agent shall haveany responsibility to monitor the accuracy of any calculation of any adjustment to the Conversion Rate and the same shall be conclusive and bindingon the Holders, absent manifest error. Notice of such adjustment to the Conversion Rate shall be given by the Company promptly to the Holders, theTrustee and the Paying Agent and Conversion Agent and shall be conclusive and binding on the Holders, absent manifest error.(a) If the Company exclusively issues Ordinary Shares as a dividend or distribution on the Ordinary Shares, or if the Company effects a share splitor share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs of such dividend or distribution,or immediately prior to the open of business on the effective date of such share split or share combination,as applicable;CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business onsuch effective date, as applicable;OS0 = the number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the openof business on such effective date, as applicable; andOS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.Any adjustment made under this Section 14.04(a) shall become effective immediately after the close of business on the Record Date for theADSs for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, asapplicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shallbe immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Ratethat would then be in effect if such dividend or distribution had not been declared. 64(b) If the Company issues to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs) any rights, options or warrantsentitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase OrdinaryShares (directly or in the form of ADSs) at a price per Ordinary Share that is less than the average of the Last Reported Sale Prices of the Ordinary Sharesor the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Ordinary Shares then represented by one ADS), for the 10consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, theConversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such issuance;CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date;OS1 = the number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date;X = the total number of Ordinary Shares (directly or in the form of ADSs) deliverable pursuant to such rights, options or warrants; andY = the number of Ordinary Shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) thequotient of (a) the average of the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, andincluding, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by(b) the number of Ordinary Shares then represented by one ADS.Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall becomeeffective immediately after the close of business on the Record Date for the ADSs for such issuance. To the extent that Ordinary Shares or ADSs are notdelivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be ineffect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number ofOrdinary Shares actually delivered (directly or in the form of ADSs). If such rights, options or warrants are not so issued, the Conversion Rate shall bedecreased to the Conversion Rate that would then be in effect if such the Record Date for the ADSs for such issuance had not occurred. 65For purposes of this Section 14.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchaseOrdinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than such average of the Last Reported Sale Prices of theOrdinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Ordinary Shares then represented by one ADS), forthe 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance,and in determining the aggregate offering price of such Ordinary Shares or ADSs, there shall be taken into account any consideration received by theCompany for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other thancash, to be determined by the Board of Directors.(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, optionsor warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs),excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii)dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 14.04(d), and (iii) Spin-Offs as to whichthe provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets orproperty or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the ConversionRate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such distribution;CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date;SP0 = the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for suchdistribution; andFMV = the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding Ordinary Share(directly or in the form of ADSs) on the Record Date for the ADSs for such distribution. 66Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the close of business on the Record Datefor the ADSs for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate thatwould then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greaterthan “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each US$1,000 principal amountthereof, at the same time and upon the same terms as holders of the ADSs receive the Distributed Property, the amount and kind of Distributed Propertysuch Holder would have received if such Holder owned a number of ADSs equal to the Conversion Rate in effect on the Record Date for the ADSs forthe distribution.With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on theOrdinary Shares (directly or in the form of ADSs) of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiaryor other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a“Spin-Off”), the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the end of the Valuation Period;CR1 = the Conversion Rate in effect immediately after the end of the Valuation Period;FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary Shares(directly or in the form of ADSs) applicable to one Ordinary Share (determined by reference to the definition of Last Reported Sale Priceas set forth in Section 1.01 as if references therein to the ADSs were to such Capital Stock or similar equity interest) over the first 10consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); andMP0 = the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) overthe Valuation Period.The adjustment to the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that inrespect of any conversion during the Valuation Period, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading Days shallbe deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, andincluding, the Conversion Date in determining the Conversion Rate. 67For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the Company to allholders of the Ordinary Shares (directly or in the form of ADSs) entitling them to subscribe for or purchase shares of the Company’s Capital Stock,including Ordinary Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event orevents (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares (directly or in the form of ADSs); (ii) are not exercisable; and(iii) are also issued in respect of future issuances of the Ordinary Shares (directly or in the form of ADSs), shall be deemed not to have been distributedfor purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of theearliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any isrequired) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights,options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrantsbecome exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each suchevent shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case theexisting rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, inthe event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in theimmediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to theConversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed orpurchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if suchrights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemeddistribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per Ordinary Share redemption or purchase pricereceived by a holder or holders of Ordinary Shares (directly or in the form of ADSs) with respect to such rights, options or warrants (assuming suchholder had retained such rights, options or warrants), made to all holders of Ordinary Shares (directly or in the form of ADSs) as of the date of suchredemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by anyholders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) isapplicable also includes one or both of:(A) a dividend or distribution of Ordinary Shares (directly or in the form of ADSs) to which Section 14.04(a) is applicable (the “Clause ADistribution”); or(B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend ordistribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by thisSection 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall bedeemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) withrespect thereto shall then be made, except that, if determined by the Company (I) the “Record Date” of the Clause A Distribution and the Clause BDistribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any Ordinary Shares (directly or in the form of ADSs) includedin the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the close of business on suchRecord Date or immediately after the open of business on such effective date, as applicable” within the meaning of Section 14.04(a) or “outstandingimmediately prior to the close of business on such Record Date” within the meaning of Section 14.04(b). 68(d) If any cash dividend or distribution is made to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs), theConversion Rate shall be adjusted based on the following formula: Where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such dividend or distribution;CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date;SP0 = the Last Reported Sale Price of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) on the Trading Dayimmediately preceding the Ex-Dividend Date for such dividend or distribution; andC = the amount in cash per Ordinary Share the Company distributes to all or substantially all holders of the Ordinary Shares (directly or in theform of ADSs).Any increase pursuant to this Section 14.04(d) shall become effective immediately after the close of business on the Record Date for the ADSs for suchdividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board ofDirectors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend ordistribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), inlieu of the foregoing increase, each Holder of a Note shall receive, for each US$1,000 principal amount of Notes, at the same time and upon the sameterms as holders of the ADSs, the amount of cash that such Holder would have received if such Holder owned a number of ADSs equal to theConversion Rate on the Record Date for the ADSs for such cash dividend or distribution. 69(e) If the Company or any of its Subsidiaries or Consolidated Affiliated Entities makes a payment in respect of a tender or exchange offer for theOrdinary Shares (directly or in the form of ADSs), to the extent that the cash and value of any other consideration included in the payment per OrdinaryShare exceeds the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) overthe 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offerexpires, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, theTrading Day next succeeding the date such tender or exchange offer expires;CR1 = the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, theTrading Day next succeeding the date such tender or exchange offer expires;AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for Ordinary Shares orADSs, as the case may be, purchased in such tender or exchange offer;OS0 = the number of Ordinary Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to thepurchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer);OS1 = the number of Ordinary Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to thepurchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer); andSP1 = the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchangeoffer expires.The adjustment to the Conversion Rate under this Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following,and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that in respect of any conversion within the10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer,references in this Section 14.04(e) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsedfrom, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, the Conversion Date indetermining the Conversion Rate. For the avoidance of doubt, no adjustment to the Conversion Rate under this Section 14.04(e) shall be made if suchadjustment would result in a decrease in the Conversion Rate. 70(f) [RESERVED](g) Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of Ordinary Shares or ADSs or any securitiesconvertible into or exchangeable for Ordinary Shares or ADSs or the right to purchase Ordinary Shares or ADSs or such convertible or exchangeablesecurities.(h) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted by applicable lawand subject to the applicable rules of The NASDAQ Global Select Market and any other securities exchange on which any of the Company’s securitiesare then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Boardof Directors determines that such increase would be in the Company’s best interest, and the Company may (but is not required to) increase theConversion Rate to avoid or diminish any income tax to holders of the Ordinary Shares or the ADSs or rights to purchase Ordinary Shares or ADSs inconnection with a dividend or distribution of Ordinary Shares or ADSs (or rights to acquire Ordinary Shares or ADSs) or similar event.(i) Notwithstanding anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted:(i) upon the issuance of any Ordinary Shares or ADSs pursuant to any present or future plan providing for the reinvestment of dividends orinterest payable on the Company’s securities and the investment of additional optional amounts in Ordinary Shares or ADSs under any plan;(ii) upon the issuance of any Ordinary Shares or ADSs or options or rights to purchase those Ordinary Shares or ADSs pursuant to anypresent or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiariesor Consolidated Affiliated Entities;(iii) upon the issuance of any Ordinary Shares or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertiblesecurity not described in clause (ii) of this subsection and outstanding as of the date the Notes were first issued;(iv) solely for a change in the par value of the Ordinary Shares or ADSs; or(v) for accrued and unpaid interest, if any.(j) All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-tenthousandth (1/10,000) of an ADS.(k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent ifnot the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiringsuch adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed tohave knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge isstill in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forththe adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of theConversion Rate to each Holder at its last address appearing on the Note Register of this Indenture. Failure to deliver such notice shall not affect thelegality or validity of any such adjustment. 71(l) For purposes of this Section 14.04, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in thetreasury of the Company (directly or in the form of ADSs) so long as the Company does not pay any dividend or make any distribution on OrdinaryShares held in the treasury of the Company (directly or in the form of ADSs), but shall include Ordinary Shares issuable in respect of scrip certificatesissued in lieu of fractions of Ordinary Shares.(m) For purposes of this Section 14.04, the “effective date” means the first date on which the ADSs trade on the applicable exchange or in theapplicable market, regular way, reflecting the relevant share split or share combination, as applicable.Section 14.05. Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices,the ADS Price for purposes of a Make-Whole Fundamental Change or the Redemption Reference Price for purposes of a redemption of the Notes inconnection with a Change in Tax Law over a span of multiple days, the Board of Directors shall make appropriate adjustments to each to account forany adjustment to the Conversion Rate that becomes effective pursuant to Section 14.04, or any event requiring an adjustment to the Conversion Ratepursuant to Section 14.04 where the Record Date, effective date or expiration date, as the case may be, of the event occurs, at any time during theperiod when such Last Reported Sale Prices or ADS Prices are to be calculated.Section 14.06. Ordinary Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissuedOrdinary Shares or Ordinary Shares held in treasury, a sufficient number of Ordinary Shares that corresponds to the number of ADSs due uponconversion of the Notes from time to time as such Notes are presented for conversion (assuming that at the time of computation of such number ofOrdinary Shares, all such Notes would be converted by a single Holder).Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.(a) In the case of:(i) any recapitalization, reclassification or change of the Ordinary Shares (other than changes resulting from a subdivision or combination),(ii) any consolidation, merger, combination or similar transaction involving the Company, 72(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries andConsolidated Affiliated Entities substantially as an entirety or(iv) any statutory share exchange,in each case, as a result of which the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets(including cash or any combination thereof) (any such event, a “Merger Event”), then, prior to or at the effective time of such Merger Event, theCompany or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted underSection 10.01(f) providing that, at and after the effective time of such Merger Event, the right to convert each US$1,000 principal amount of Notesshall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property orassets (including cash or any combination thereof) that a holder of a number of ADSs equal to the Conversion Rate immediately prior to such MergerEvent would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind andamount of Reference Property that a holder of one ADS is entitled to receive) upon such Merger Event; provided, however, that at and after theeffective time of the Merger Event the number of ADSs otherwise deliverable upon conversion of the Notes in accordance with Section 14.02 shallinstead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in suchMerger Event.If the Merger Event causes the Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type ofconsideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertibleshall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs and (ii) the unit ofReference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS.The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average assoon as practicable after such determination is made.Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments thatshall be as nearly equivalent as is practicable to the adjustments provided for in this Article 14 (it being understood that no such adjustments shall berequired with respect to any portion of the Reference Property that does not consist of shares of Common Equity (however evidenced) or depositaryreceipts in respect thereof). If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets(including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in suchMerger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such additionalprovisions to protect the interests of the Holders of the Notes, including the right of Holders to require the Company to repurchase their Notes upon aFundamental Change pursuant to Section 15.02 and the right of Holders to require the Company to repurchase their Notes on the Repurchase Datepursuant to Section 15.01, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. 73(b) [RESERVED](c) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoingprovisions shall affect the right of a holder of Notes to convert its Notes into ADSs as set forth in Section 14.01 and Section 14.02 prior to the effectivedate of such Merger Event.(d) The above provisions of this Section shall similarly apply to successive Merger Events.Section 14.08. Certain Covenants. (a) The Company covenants that all ADSs delivered upon conversion of Notes, and all Ordinary Sharesrepresented by such ADSs, will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issuethereof.(b) The Company covenants that, if any ADSs to be provided for the purpose of conversion of Notes hereunder, or any Ordinary Sharesrepresented by such ADSs, require registration with or approval of any governmental authority under any federal or state law before such ADSs may bevalidly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure suchregistration or approval, as the case may be.(c) The Company further covenants that if at any time the ADSs shall be listed on any national securities exchange or automated quotationsystem the Company will list and keep listed, so long as the ADSs shall be so listed on such exchange or automated quotation system, any ADSsdeliverable upon conversion of the Notes.(d) The Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion of theNotes into ADSs and the issuance, and deposit into the ADS facility, of the Ordinary Shares represented by such ADSs. The Company also undertakesto maintain, as long as any Notes are outstanding, the effectiveness of a registration statement on Form F-6 relating to the ADSs and an adequatenumber of ADSs available for issuance thereunder such that ADSs can be delivered in accordance with the terms of this Indenture, the Notes and theDeposit Agreement upon conversion of the Notes. In addition, the Company further covenants to provide Holders with a reasonably detaileddescription of the mechanics for the delivery of ADSs upon conversion of Notes as set forth in the Deposit Agreement upon request.Section 14.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibilityto any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including anyincrease) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the methodemployed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agentshall not be accountable with respect to the validity or value (or the kind or amount) of any ADSs, or of any securities, property or cash that may at anytime be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respectthereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any ADSs orstock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion, the accuracy or inaccuracy of anymathematical calculation or formulae under this Indenture, whether by the Company or any Person so authorized by the Company for such purposeunder this Indenture or the failure by the Company to comply with any of the duties, responsibilities or covenants of the Company contained in thisArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determinethe correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amountof ADSs or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in suchSection 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without anyindependent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respectthereto. 74Section 14.10. Notice to Holders Prior to Certain Actions. In case of any:(a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 orSection 14.11;(b) Merger Event; or(c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Subsidiaries;then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to befiled with the Trustee and the Conversion Agent (if other than the Trustee) and to be mailed to each Holder at its address appearing on the NoteRegister, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date onwhich a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as ofwhich the holders of Ordinary Shares or ADSs, as the case may be, of record are to be determined for the purposes of such action by the Company or oneof its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and thedate as of which it is expected that holders of Ordinary Shares or ADSs, as the case may be, of record shall be entitled to exchange their Ordinary Sharesor ADSs, as the case may be, for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure togive such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event,dissolution, liquidation or winding-up. 75Section 14.11. Stockholder Rights Plans. To the extent that the Company has a rights plan in effect upon conversion of the Notes, each ADSdelivered upon such conversion shall be entitled to receive (either directly or in respect of the Ordinary Shares underlying such ADSs) the appropriatenumber of rights, if any, and the certificates representing the ADSs delivered upon such conversion shall bear such legends, if any, in each case as maybe provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion, therights have separated from the Ordinary Shares underlying the ADSs in accordance with the provisions of the applicable stockholder rights plan, theConversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Ordinary SharesDistributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.Section 14.12. Termination of Depositary Receipt Program. If the Ordinary Shares cease to be represented by American Depositary Shares issuedunder a depositary receipt program sponsored by the Company, all references in this Indenture to the ADSs shall be deemed to have been replaced by areference to the number of Ordinary Shares (and other property, if any) represented by the ADSs on the last day on which the ADSs represented theOrdinary Shares and as if the Ordinary Shares and the other property had been distributed to holders of the ADSs on that day. In addition, all referencesto the Last Reported Sale Price of the ADSs will be deemed to refer to the Last Reported Sale Price of the Ordinary Shares, and other appropriateadjustments, including adjustments to the Conversion Rate, will be made to reflect such change. In making such adjustments, where currencytranslations between U.S. dollars and any other currency are required, the exchange rate in effect on the date of determination will apply.ARTICLE 15REPURCHASE OF NOTES AT OPTION OF HOLDERSSection 15.01. Repurchase at Option of Holders.(a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on July 1, 2023 (the “RepurchaseDate”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the“Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding,the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on theRepurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the RepurchaseDate. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to theTrustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required byapplicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state:(i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”);(ii) the Repurchase Price;(iii) the Repurchase Date; 76(iv) the name and address of the Conversion Agent and Paying Agent;(v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdrawsthe Repurchase Notice in accordance with the terms of this Indenture;(vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and(vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights.At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in allcases, the text of such Company Notice shall be prepared by the Company.Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the CompanyNotice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such otherpublic medium as the Company may use at that time.No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity ofthe proceedings for the repurchase of the Notes pursuant to this Section 15.01.Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon:(A) delivery to the Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures forsurrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open ofbusiness on the date that is 20 Business Days prior to the Repurchase Date until the close of business on the second Business Dayimmediately preceding the Repurchase Date; and(B) delivery of the Notes, if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (togetherwith all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are GlobalNotes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of theRepurchase Price therefor.Each Repurchase Notice shall state:(A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; 77(B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures.Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Dayimmediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to the Trustee in accordance withSection 15.03.The Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordancewith Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03.(b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if theprincipal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in thecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee willpromptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of anacceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return orcancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holdershall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof that isequal to US$1,000 or an integral multiple of US$1,000, on the Business Day (the “Fundamental Change Repurchase Date”) notified in writing by theCompany as set forth in Section 15.02(c) that is not less than 20 Business Days or more than 35 Business Days following the date of the FundamentalChange Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, butexcluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change RepurchaseDate falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case theCompany shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the FundamentalChange Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. 78(b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon:(i) delivery to the Trustee by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth inAttachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s proceduresfor surrendering interests in global notes, if the Notes are Global Notes, in each case on or before the close of business on the second BusinessDay immediately preceding the Fundamental Change Repurchase Date; and(ii) delivery of the Notes, if the Notes are Physical Notes, to the Trustee at any time after delivery of the Fundamental Change RepurchaseNotice (together with all necessary endorsements for transfer) at the Corporate Trust Office, or book-entry transfer of the Notes, if the Notes areGlobal Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of theFundamental Change Repurchase Price therefor.The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state:(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;(ii) the portion of the principal amount of Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositaryprocedures.Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Fundamental Change Repurchase Noticecontemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any timeprior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a writtennotice of withdrawal to the Trustee in accordance with Section 15.03.The Trustee shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice ofwithdrawal thereof.No Fundamental Change Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered by a Holder forrepurchase thereof if such Holder has also surrendered a Repurchase Notice in accordance with Section 15.01 and not validly withdrawn suchRepurchase Notice in accordance with Section 15.03. 79(c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to allHolders and the Trustee a written notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the FundamentalChange and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by firstclass mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary.Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental ChangeCompany Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or throughsuch other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify:(i) the events causing the Fundamental Change;(ii) the date of the Fundamental Change;(iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;(iv) the Fundamental Change Repurchase Price;(v) the Fundamental Change Repurchase Date;(vi) the name and address of the Trustee;(vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate;(viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be convertedonly if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and(ix) the procedures that Holders must follow to require the Company to repurchase their Notes.No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity ofthe proceedings for the repurchase of the Notes pursuant to this Section 15.02.At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, inall cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. 80(d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a FundamentalChange if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in thecase of an acceleration resulting from a default by the Company in the payment of the Fundamental Change Repurchase Price with respect to suchNotes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except inthe case of an acceleration resulting from a default by the Company in the payment of the Fundamental Change Repurchase Price with respect to suchNotes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have beencancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemedto have been withdrawn.Section 15.03. Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice. (a) A Repurchase Notice or Fundamental ChangeRepurchase Notice may be withdrawn (in whole or in part) by means of a duly completed written notice of withdrawal delivered to the Corporate TrustOffice in accordance with this Section 15.03 at any time prior to the close of business on the second Business Day immediately preceding theRepurchase Date or prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date, as thecase may be, specifying:(i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted,(ii) if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,and(iii) the principal amount, if any, of such Note that remains subject to the original Repurchase Notice or Fundamental Change RepurchaseNotice, as the case may be, which portion must be in principal amounts of US$1,000 or an integral multiple of US$1,000;provided, however, that if the Notes are Global Notes, the notice must comply with appropriate procedures of the Depositary.Section 15.04. Deposit of Repurchase Price or Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or otherPaying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided inSection 4.04) on or prior to 10:00 a.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, anamount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Repurchase Price or Fundamental Change RepurchasePrice. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered forrepurchase (and not withdrawn in accordance with Section 15.03) will be made on the later of (i) the Repurchase Date or Fundamental ChangeRepurchase Date, as the case may be, (provided the Holder has satisfied the conditions in Section 15.01 or Section 15.02, as the case may be) and(ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereofin the manner required by Section 15.01 or Section 15.02, as applicable, by mailing checks for the amount payable to the Holders of such Notesentitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer ofimmediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demandby the Company, return to the Company any funds in excess of the Repurchase Price or Fundamental Change Repurchase Price, as the case may be. 81(b) If by 10:00 a.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, the Trustee (orother Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchasedon such Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, with respect to the Notes that have been properlysurrendered for repurchase and not validly withdrawn, on such Repurchase Date or Fundamental Change Repurchase Date, as the case may be, (i) suchNotes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or theNotes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right toreceive the Repurchase Price or Fundamental Change Repurchase Price, as the case may be).(c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.01 or Section 15.02, the Company shall execute and instructthe Trustee who shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchasedportion of the Note surrendered.Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Companywill, if required:(a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;(b) file a Schedule TO or other required schedule under the Exchange Act; and(c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15.ARTICLE 16OPTIONAL REDEMPTIONSection 16.01. Optional Redemption for Changes in the Tax Law of the Relevant Taxing Jurisdiction. Other than as described in this Article 16,the Notes may not be redeemed by the Company at its option prior to maturity. If the Company has, or on the next Interest Payment Date would,become obligated to pay to the Holder of any Note Additional Amounts that are more than a de minimis amount, as a result of:(a) any change or amendment on or after June 26, 2018 (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after suchdate, after such later date) in the laws or any rules or regulations of a Relevant Taxing Jurisdiction; or 82(b) any change on or after June 26, 2018 (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, after suchlater date) in an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency,taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and theannouncement or publication of any judicial decision or regulatory or administrative interpretation or determination);(each, a “Change in Tax Law”), the Company may, at its option, redeem all but not part of the Notes (except in respect of certain Holders that electotherwise as described below) at a “Redemption Price” equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but notincluding the date on which the Notes are redeemed (the “Redemption Date”), including, for the avoidance of doubt, any Additional Amounts withrespect to such Redemption Price; provided that the Company may only redeem the Notes if: (i) the Company cannot avoid such obligations by takingcommercially reasonable measures available to the Company (provided that changing the jurisdiction of incorporation of the Company shall bedeemed not to be a commercially reasonable measure); and (ii) the Company delivers to the Trustee an opinion of outside legal counsel of recognizedstanding in the Relevant Taxing Jurisdiction and an Officers’ Certificate attesting to such Change in Tax Law and obligation to pay AdditionalAmounts.Notwithstanding anything to the contrary in this Article 16, neither the Company nor any successor Person may redeem any of the Notes in thecase that Additional Amounts are payable in respect of PRC withholding tax at the Applicable PRC Rate or less solely as a result of the Company or itssuccessor Person being considered a PRC tax resident under the PRC Enterprise Income Tax law.If the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall paythe full amount of accrued and unpaid interest, if any, due on such Interest Payment Date to the record holder of the Notes on the Regular Record Datecorresponding to such Interest Payment Date, and the Redemption Price payable to the Holder who presents a Note for redemption shall be equal to100% of the principal amount of such Note, including, for the avoidance of doubt, any Additional Amounts with respect to such Redemption Price.The Company shall give Holders of Notes not less than 30 days’ but no more than 60 days’ notice prior to the Redemption Date. Simultaneouslywith providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation in The City of NewYork or publish the information on the Company’s website or through such other public medium as the Company may use at that time. TheRedemption Date must be a Business Day. 83Upon receiving such notice of redemption, each Holder shall have the right to elect to not have its Notes redeemed, in which case the Companyshall not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such Change in Tax Law thatresulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Changeor the Repurchase Date, maturity or otherwise, and whether in ADSs, Reference Property or otherwise) after the Redemption Date (or, if the Companyfails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future paymentswith respect to such Notes shall be subject to the deduction or withholding of such Relevant Taxing Jurisdiction and taxes required by law to bededucted or withheld as a result of such Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to have its Notesredeemed converts its Notes in connection with the Company’s election to redeem the Notes in respect of such Change in Tax Law pursuant toSection 14.03(g) the Company shall be obligated to pay Additional Amounts, if any, with respect to such conversion.A Holder electing to not have its Notes redeemed must deliver to the Paying Agent a written notice of election so as to be received by the PayingAgent prior to the close of business on the second Business Day immediately preceding the Redemption Date; provided that, a Holder that complieswith the requirements for conversion in Section 14.02(b) shall be deemed to have delivered a notice of its election to not have its Notes so redeemed. AHolder may withdraw any notice of election (other than such a deemed notice of election in connection with a conversion) by delivering to the PayingAgent a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Redemption Date (or, if theCompany fail to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price). If no electionis made or deemed to have been made, the Holder shall have its Notes redeemed without any further action.No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior tosuch date.ARTICLE 17MISCELLANEOUS PROVISIONSSection 17.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Companycontained in this Indenture shall bind its successors and assigns whether so expressed or not.Section 17.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to bedone or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the likeboard, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.Section 17.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given orserved by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served bybeing deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company withthe Trustee) to Momo Inc., 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’sRepublic of China, Attention: General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be given or served bybeing deposited postage prepaid by registered or certified mail in a post office letter box addressed to the 101 Barclay Street, Floor 4E, New York, NY10286, USA, Facsimile No.: +1 212 815 5915, Attention: Global Corporate Trust – Momo Inc. with a copy to The Bank of New York Mellon, HongKong Branch, Level 24, Three Pacific Place, 1 Queen’s Road East, Hong Kong, Facsimile No.: +852-2295.3283, Attention: Corporate Trust – MomoInc. 84So long as and to the extent that the Notes are represented by Global Notes and such Global Notes are held by DTC, notices to owners ofbeneficial interests in the global notes may be given by delivery of the relevant notice to DTC for communication by it to entitled account holders.The Trustee, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.Any notice or communication mailed to a Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the NoteRegister and shall be sufficiently given to it if so mailed within the time prescribed.Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice orcommunication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holdersby mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.Section 17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTEARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK.The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action,suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notesmay be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, NewYork and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusivejurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of itsproperties, assets and revenues. 85The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter haveto the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts ofthe State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocablyand unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court hasbeen brought in an inconvenient forum.Section 17.05. Submission to Jurisdiction; Service of Process. The Company irrevocably appoints Law Debenture Corporate Service Inc. as itsauthorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agreesthat service of process upon such agent, and written notice of said service to the Company by the person serving the same to Momo Inc., 20th Floor,Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People’s Republic of China, Attention: GeneralCounsel, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agreesto take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of fiveand a half years from the date of this Indenture. If for any reason such agent shall cease to be such agent for service of process, the Company shallforthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the newagent’s acceptance of that appointment within ten Business Days of such acceptance. Nothing herein shall affect the right of the Trustee, any agent orany Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in anyother court of competent jurisdiction. To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdictionof any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligationshereunder or under any Note.Section 17.06. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application ordemand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee,furnish to the Trustee an Officers’ Certificate stating that such action is permitted by the terms of this Indenture.Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliancewith this Indenture (other than the Officers’ Certificates provided for in Section 4.09) shall include (a) a statement that the person making suchcertificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigationupon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made suchexamination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by thisIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture.Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall ormay receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitledto, or entitled to request, such Opinion of Counsel. 86Section 17.07. Legal Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date,Repurchase Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken onthe next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of the delay.Section 17.08. No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute asecurity interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.Section 17.09. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than theHolders, the parties hereto, any Paying Agent, any Conversion Agent, any Note Registrar and their successors hereunder, any benefit or any legal orequitable right, remedy or claim under this Indenture.Section 17.10. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenturehave been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms orprovisions hereof.Section 17.11. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, butsuch counterparts shall together constitute but one and the same instrument.Section 17.12. Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to theextent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.Section 17.13. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ORRELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.Section 17.14. Force Majeure. In no event shall the Trustee or the Agents be responsible or liable for any failure or delay in the performance ofits obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, workstoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss ormalfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee or the Agents, as the casemay be, shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicableunder the circumstances. 87Section 17.15. Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for underthe Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the ADSs, accrued interest payable onthe Notes, the number of Additional ADSs to be added to the Conversion Rate upon a Make-Whole Fundamental Change, if any, and the ConversionRate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be finaland binding on Holders. The Company shall provide a schedule of its calculations to each of the Trustee, the Paying Agent and the Conversion Agent,and each of the Trustee, the Paying Agent and the Conversion Agent is entitled to rely conclusively and without liability upon the accuracy of theCompany’s calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon therequest of that Holder at the sole cost and expense of the Company.[Remainder of page intentionally left blank] 88IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above. MOMO INC.By: /s/ Jonathan Xiaosong ZhangName: Jonathan Xiaosong ZhangTitle: Chief Financial OfficerTHE BANK OF NEW YORK MELLON,as TrusteeBy: Name: Title: [Signature Page—Indenture]IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above. MOMO INC.By: Name: Title: THE BANK OF NEW YORK MELLON,as TrusteeBy: /s/ Eva TamName: Eva TamTitle: Vice President[Signature Page to Indenture]EXHIBIT A[FORM OF FACE OF NOTE][INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE][UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY][THIS SECURITY, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY AND THEORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THEFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER”(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND LOCATED OUTSIDE THEUNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLEINVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT ANAFFILIATE OF MOMO INC. (THE “COMPANY”), AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LASTORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACTOR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,EXCEPT:(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR A-1(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIESACT, OR(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR(D) TO A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION SUNDER THE SECURITIES ACT, OR(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT(IF AVAILABLE).PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY ANDTHE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE ASMAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITHTHE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANYEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN ANAFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDINGMONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR A BENEFICIAL INTEREST HEREIN.] A-2MOMO INC.1.25% Convertible Senior Note due 2025No. [ ] [Initially]1 US$CUSIP No. [ ]Momo Inc., a company duly organized and validly existing under the laws of the Cayman Islands (the “Company,” which term includes anysuccessor company or corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to[CEDE & CO.]2 [ ]3, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4 [ofUS$[ ]]5, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,exceed US$650,000,000 in aggregate at any time (or US$750,000,000 if the Initial Purchasers exercise their option to purchase additional Notes in fullas set forth in the Purchase Agreement), in accordance with the rules and procedures of the Depositary, on July 1, 2025, and interest thereon as set forthbelow.This Note shall bear cash interest at the rate of 1.25% per year from July 2, 2018, or from the most recent date to which interest had been paid orprovided for to, but excluding, the next scheduled Interest Payment Date until July 1, 2025. Interest is payable semi-annually in arrears on eachJanuary 1 and July 1, commencing on January 1, 2019, to Holders of record at the close of business on the preceding December 15 and June 15(whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) andSection 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to includeAdditional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) andSection 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding AdditionalInterest in those provisions thereof where such express mention is not made.Any Defaulted Amounts shall accrue interest per annum at the rate per annum borne by the Notes plus one percent, subject to the enforceabilitythereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall havebeen paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture. 1 Include if a Global Note.2 Include if a Global Note.3 Include if a Physical Note.4 Include if a Global Note.5 Include if a Physical note. A-3The Company shall pay the principal of and interest on this Note, so long as such Note is a Global Note, in immediately available funds to theDepositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, theCompany shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for thatpurpose. The Company has initially designated the Bank of New York Mellon as its Paying Agent, Conversion Agent and Note Registrar in respect ofthe Notes and its agency in the Borough of Manhattan, The City of New York, as a place where Notes may be presented for payment or for registrationof transfer.Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving theHolder of this Note the right to convert this Note into ADSs on the terms and subject to the limitations set forth in the Indenture. Such furtherprovisions shall for all purposes have the same effect as though fully set forth at this place.This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governedby the laws of the State of New York (without regard to the conflicts of laws provisions thereof).In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manuallyor by facsimile by the Trustee under the Indenture.[Remainder of page intentionally left blank] A-4IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. MOMO INC.By: Name: Title: A-5Dated:TRUSTEE’S CERTIFICATE OF AUTHENTICATIONTHE BANK OF NEW YORK MELLONas Trustee, certifies that this is one of the Notes describedin the within-named Indenture. By: Name: Title: A-6[FORM OF REVERSE OF NOTE]MOMO INC.1.25% Convertible Senior Note due 2025This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.25% Convertible Senior Notes due 2025 (the “Notes”),limited to the aggregate principal amount of US$650,000,000 (as increased by an amount equal to the aggregate principal amount of any additionalNotes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement),subject to Section 2.10 of the Indenture, all issued or to be issued under and pursuant to an Indenture dated as of July 2, 2018 (the “Indenture”),between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), to which Indenture and all indentures supplemental theretoreference is hereby made for a description of the rights, limitations of rights, obligations, duties, privileges, disclaimers from liability and immunitiesthereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount,subject to certain conditions specified in the Indenture. The Rule 144A Notes and the Regulation S Notes initially have separate CUSIP numbers andwill initially not be fungible.In the case certain Events of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of, and interest on, allNotes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon saiddeclaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in theIndenture. In the case certain Events of Default relating to a bankruptcy (or similar proceeding) with respect to the Company or a Significant Subsidiaryof the Company shall have occurred, the principal of, and interest on, all Notes shall automatically become immediately due and payable, as set forthin the Indenture.Subject to the terms and conditions of the Indenture, the Company will make all payments in respect of the principal amount on the MaturityDate, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, as the case may be, to the Holder who surrenders aNote to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment islegal tender for payment of public and private debts.Subject to the terms and conditions of the Indenture, Additional Amounts will be paid in connection with any payments made and deliveriescaused to be made by the Company or any successor to the Company under or with respect to the Indenture and the Notes, including, but not limitedto, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price),payments of interest and deliveries of ADSs (together with payments for any Fractional ADS) upon conversion of the Notes to ensure that the netamount received by the beneficial owner after any applicable withholding or deduction (and after deducting any taxes on the Additional Amounts)will equal the amount that would have been received by such beneficial owner had no such withholding or deduction been required. A-7The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of theNotes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at thetime outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes asdescribed therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of theNotes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and itsconsequences.No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, whichis absolute and unconditional, to pay or cause to be delivered, as the case may be, the principal (including the Redemption Price, the Repurchase Priceand the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, thisNote at the place, at the respective times, at the rate and in the lawful money herein prescribed.The Notes are issuable in registered form without interest coupons in denominations of US$1,000 principal amount and integral multiplesthereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in theIndenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any servicecharge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed inconnection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of theHolder of the old Notes surrendered for such exchange.The Company may not redeem the Notes prior to the Maturity Date, except in the event of certain Changes in Tax Law as described inSection 16.01 of the Indenture. No sinking fund is provided for the Notes.The Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof(in principal amounts of US$1,000 or integral multiples thereof) on the Repurchase Date at a price equal to the Repurchase Price.Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cashall of such Holder’s Notes or any portion thereof (in principal amounts of US$1,000 or integral multiples thereof) on the Fundamental ChangeRepurchase Date at a price equal to the Fundamental Change Repurchase Price.Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, prior to the close of business on the second Business Dayimmediately preceding the Maturity Date, to convert any Notes or portion thereof that is US$1,000 principal amount of Notes or an integral multiplethereof, into ADSs at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.Terms used in this Note and defined in the Indenture are used herein as therein defined. A-8ABBREVIATIONSThe following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in fullaccording to applicable laws or regulations:TEN COM = as tenants in commonUNIF GIFT MIN ACT = Uniform Gifts to Minors ActCUST = CustodianTEN ENT = as tenants by the entiretiesJT TEN = joint tenants with right of survivorship and not as tenants in commonAdditional abbreviations may also be used though not in the above list. A-9SCHEDULE A6SCHEDULE OF EXCHANGES OF NOTESMOMO INC.1.25% Convertible Senior Notes due 2025The initial principal amount of this Global Note is [ ] UNITED STATES DOLLARS (US$[ ]). The following increases ordecreases in this Global Note have been made: Date of exchange Amount ofdecrease inprincipal amountof this Global Note Amount ofincrease inprincipal amountof this Global Note Principal amountof this Global Note followingsuch decrease orincrease Signature ofauthorizedsignatory of Trustee 6 Include if a global note. A-10ATTACHMENT 1[FORM OF NOTICE OF CONVERSION]To: MOMO INC.THE BANK OF NEW YORK MELLON, as Conversion AgentDEUTSCHE BANK TRUST COMPANY AMERICAS, as ADS DepositaryThe undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is US$1,000 principalamount or an integral multiple thereof) below designated, into ADSs in accordance with the terms of the Indenture referred to in this Note, and directsthat any ADSs deliverable upon such conversion, together with any cash payable for any Fractional ADS, and any Notes representing any unconvertedprincipal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any ADSs or anyportion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary,stamp, issue, transfer or similar taxes, if any, in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paidto the undersigned on account of interest accompanies this Note.In connection with the conversion of this Note, or the portion hereof below designated, the undersigned acknowledges, represents to and agreeswith the Company that the undersigned is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company and has not been an“affiliate” (as defined in Rule 144 under the Securities Act) during the three months immediately preceding the date hereof.[The undersigned further certifies:1. The undersigned acknowledges (and if the undersigned is acting for the account of another person, that person has confirmed that itacknowledges) that the Restricted Securities received upon conversion of this Note (or securities represented thereby) have not been and are notexpected to be registered under the Securities Act.2. The undersigned further certifies that either:(a) The undersigned is, and at the time ADSs are delivered in conversion of its Notes will be, the holder of the ADSs and the OrdinaryShares represented thereby, and (i) the undersigned is not a U.S. person (as defined in Regulation S under the Securities Act) and is located outside theUnited States (within the meaning of Regulation S) and acquired, or have agreed to acquire and will have acquired, the Notes being converted and theADSs and the Ordinary Shares represented thereby being delivered in the conversion outside the United States and (ii) the undersigned is not in thebusiness of buying and selling securities or, if the undersigned is in such business, the undersigned did not acquire the Notes being converted from theCompany or any affiliate thereof in the initial distribution of the Notes. 1OR(b) The undersigned is a broker-dealer acting on behalf of its customer; its customer has confirmed to the undersigned that it is, and at thetime ADSs are delivered in conversion of our Notes will be, the holder of the ADSs and the Ordinary Shares represented thereby, and (i) it is not a U.S.person (as defined in Regulation S under the Securities Act) and it is located outside the United States (within the meaning of Regulation S) andacquired, or have agreed to acquire and will have acquired, the Notes being converted and the ADSs and the Ordinary Shares represented thereby beingdelivered in the conversion outside the United States and (ii) it is not in the business of buying and selling securities or, if it is in such business, it didnot acquire the Notes being converted from the Company or any affiliate thereof in the initial distribution of the Notes.OR(c) The undersigned is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) acting for its own account or forthe account of one or more qualified institutional buyers and the undersigned is (or such account or accounts are) the sole beneficial owner(s) of theADSs to be received upon conversion of the Notes.3. The undersigned acknowledges that the undersigned (and any such other account) may not continue to hold or retain any interest in RestrictedSecurities received upon conversion of this Note if the undersigned (or such other account) becomes an Affiliate of the Company.4. The undersigned agrees (and if the undersigned is acting for the account of another person, that person has confirmed that it agrees) that, unlessand until the undersigned (or such other account) is notified by the ADS Depositary that the restrictive legend on such Restricted Security has beenremoved from such security, the undersigned (and such other account) will not offer, sell, pledge or otherwise transfer the Restricted Security (orsecurities represented by such Restricted Security) except in accordance with the restrictions set forth in that legend and any applicable securities lawsof the United States and any state thereof.]7The undersigned hereby instructs the ADS Depositary to register the ADSs in the name of: 1. Name of Beneficial Owner to receive ADSs (English): 2. Address of Beneficial Owner to receive ADSs (English): 3. Name of Registered Holder of the Deposited Shares: 4. Number of Deposited Shares: 5. Number of ADSs to be issued: 6. Beneficial Owner’s Tax ID Number: 7. Contact Name and Tel No/email address: 7 Include if a Restricted Security. 2[The undersigned instructs the Depositary to deliver the ADRs representing the ADSs to the following account:ADS Receiving Broker ( * are mandatory fields): a) DTC Broker Name*: b) DTC Broker’s Participant Account with DTC*: c) DTC Broker Contact Name: d) DTC Broker Contact Tel No/email: e) Beneficial Owner’s Account # with DTC Broker*: OR e) Local Broker Name (have account with DTC Broker)*: Local Broker Sub-Account # with DTC Broker*: Local Broker Contact Name: Local Broker Contact Tel No/email: ADS Delivering Party: Name: Deutsche Bank Trust Company AmericasDTC Account: #2655]8 For any ADS settlement inquiries, please contact DBTCA Broker Desk:Tel: +1-212-250-9100 (New York) / +44-207-547-6500 (London)Email: adr@db.com 8 Include bracketed language in the conversion Notice if the Note being converted is not a Restricted Security. 3Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible GuarantorInstitution (banks, stock brokers, savings and loanassociations and credit unions) with membership in anapproved signature guarantee medallion programpursuant to Securities and Exchange Commission Rule17Ad-15 if ADSs are to be issued, or Notes are to bedelivered, other than to and in the name of the registeredholder. Fill in for registration of ADSs if to be issued, and Notesif to be delivered, other than to and in the name of theregistered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): US$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with thename as written upon the face of the Note in every particular without alteration orenlargement or any change whatever. Social Security or Other TaxpayerIdentification Number 4ATTACHMENT 2[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To:MOMO INC.THE BANK OF NEW YORK MELLON, as TrusteeThe undersigned registered owner of this Note hereby acknowledges receipt of a notice from Momo Inc. (the “Company”) as to the occurrence ofa Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs theCompany to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principalamount of this Note, or the portion thereof (that is US$1,000 principal amount or an integral multiple thereof) below designated, and (2) if suchFundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding InterestPayment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Repurchase Date.In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below:Certificate Number(s): Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): US$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof mustcorrespond with the name as written upon the face of the Note in everyparticular without alteration or enlargement or any change whatever. 1ATTACHMENT 3[FORM OF REPURCHASE NOTICE] To:MOMO INC.THE BANK OF NEW YORK MELLON, as TrusteeThe undersigned registered owner of this Note hereby acknowledges receipt of a notice from Momo Inc. (the “Company”) regarding the right ofHolders to elect to require the Company to repurchase the entire principal amount of this Note, or the portion thereof (that is US$1,000 principalamount or an integral multiple thereof) below designated, in accordance with the applicable provisions of the Indenture referred to in this Note, at theRepurchase Price to the registered Holder hereof.In the case of certificated Notes, the certificate numbers of the Notes to be purchased are as set forth below:Certificate Number(s): Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): US$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof mustcorrespond with the name as written upon the face of the Note in everyparticular without alteration or enlargement or any change whatever. 1ATTACHMENT 4[FORM OF ASSIGNMENT AND TRANSFER]For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or TaxpayerIdentification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the saidNote on the books of the Company, with full power of substitution in the premises.In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governingsuch Note, the undersigned confirms that such Note is being transferred:☐ To Momo Inc. or a subsidiary thereof; or☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended [(“Rule 144A”), and the undersigned confirms that theundersigned reasonably believes that the transferee of such Note is a “qualified institutional buyer” (within the meaning of Rule 144A) that ispurchasing for its own account or for the account of another qualified institutional buyer and the undersigned has provided such transferee notice thatthe transfer is being made in reliance on Rule 144A]9; or☐ Outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended; or☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended (if available). 9 Include if Regulation S Note. 1Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligibleGuarantor Institution (banks, stock brokers, savings andloan associations and credit unions) with membershipin an approved signature guarantee medallion programpursuant to Securities and Exchange Commission Rule17Ad-15 if Notes are to be delivered, other than to andin the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration orenlargement or any change whatever. 2EXHIBIT B[FORM OF AUTHORIZATION CERTIFICATE]I, [Name], [Title], acting on behalf of Momo Inc. (the “Company”) hereby certify that:(A) the persons listed below are (i) authorized Officers of the Company for purposes of the Indenture (the “Indenture”) dated as of July 2, 2018 betweenthe Company and The Bank of New York Mellon, as trustee, in relation to the 1.25% Convertible Senior Notes due 2025 (the “Notes”), (ii) duly electedor appointed, qualified and acting as the holder of the respective office or offices set forth opposite their names and (iii) the duly authorized personswho executed or will execute the Indenture and the Notes issued pursuant to the Indenture by their manual or facsimile signatures and were at the timeof such execution, duly elected or appointed, qualified and acting as the holder of the offices set forth opposite their names;(B) each of the individuals listed below have the authority to receive call backs at the telephone numbers noted below upon request of The Bank ofNew York Mellon in connection with the Notes issued pursuant to the Indenture;(C) each signature appearing below is the person’s genuine signature; and(D) attached hereto as Schedule I is a true, correct and complete specimen of the certificates representing the Notes. B-1IN WITNESS WHEREOF, I have hereunto executed and delivered this certificate on behalf of the Company as of the date indicated.Dated: [Name] By: Name: Title: B-2SCHEDULE I Name Title, Fax No., Email Signature Tel No. B-3Exhibit 4.21Exclusive Business Cooperation AgreementThis Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on May 27,2015 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tantan Technology (Beijing) Co., Ltd.Address: B129, Kangjiagou 145, Chaoyang District, BeijingParty B: Tantan Culture Development (Beijing) Co., Ltd.Address: (Huateng Beitang Centralized Office Area No. 178757) Suite 1701-1703, Nanmofang Road 37, Chaoyang District, BeijingEach of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.Whereas, 1.Party A is a wholly foreign owned enterprise established in China, and has the necessary resources to provide technical and consulting services; 2.Party B is a company established in China with exclusively domestic capital and is permitted by relevant PRC government authorities to engagein organization of cultural and artistic activities (excluding performance); advertisement design, production, agency and publication; computergraphic design and production; economic and trade consulting; technology development, technology transfer, technology consulting,technology promotion; business planning; investment consulting; and conference services. The businesses conducted by Party B currently andany time during the term of this Agreement are collectively referred to as the “Principal Business”; 3.Party A is willing to provide Party B with technical support, consulting services and other services on exclusive basis in relation to the PrincipalBusiness during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing toaccept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein.Now, therefore, through mutual discussion, the Parties have reached the following agreements: 11.Services Provided by Party A 1.1Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with comprehensive technical support,consulting services and other services during the term of this Agreement, in accordance with the terms and conditions of this Agreement,including but not limited to the follows: (1)Licensing Party B to use any software legally owned by Party A; (2)Development, maintenance and update of software involved in Party B’s business; (3)Design, installation, daily management, maintenance and updating of network system, hardware and database design; (4)Technical support and training for employees of Party B; (5)Assisting Party B in consultancy, collection and research of technology and market information (excluding market researchbusiness that wholly foreign-owned enterprises are prohibited from conducting under PRC law); (6)Providing business management consultation for Party B; (7)Providing marketing and promotion services for Party B; (8)Providing customer order management and customer services for Party B; (9)Leasing of equipments or properties; and (10)Other services requested by Party B from time to time to the extent permitted under PRC law. 1.2Party B agrees to accept all the services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, duringthe term of this Agreement, Party B shall not directly or indirectly accept the same or any similar services provided by any third party andshall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A mayappoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the servicesunder this Agreement. 2 1.3Service Providing Methodology 1.3.1Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further service agreementswith Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for thespecific services. 1.3.2To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter intoequipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A’srelevant equipment or property based on the needs of the business of Party B. 1.3.3Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any orall of the assets and business of Party B, to the extent permitted under PRC law, at the lowest purchase price permitted by PRC law.The Parties shall then enter into a separate assets or business transfer agreement, specifying the terms and conditions of the transferof the assets. 2.The Calculation and Payment of the Service Fees 2.1The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows: 2.1.1Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee forservices provided, which shall be determined by the Parties through negotiation after considering: (1)Complexity and difficulty of the services provided by Party A; (2)Title of and time consumed by employees of Party A providing the services; (3)Contents and value of the services provided by Party A; 3 (4)Market price of the same type of services; (5)Operation conditions of the Party B. 2.1.2Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”)equal to the net income of Party B, which equals the balance of the gross income less the costs of Party B acceptable to the Parties(the “Net Income”). The Service Fees shall be due and payable on a monthly basis. Within 30 days after the end of each month,Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the NetIncome of Party B during such month (the “Monthly Net Income”), and (b) pay such Monthly Net Income to Party A (each suchpayment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party Aaudited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified publicaccountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of PartyB for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the MonthlyPayments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperationbetween Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculationratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B todefer the payment of part of Service Fees under certain particular circumstances. 3.Intellectual Property Rights and Confidentiality Clauses 3.1Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or createdduring the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets,trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications,render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes ofvesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any suchintellectual property rights in Party A. 4 3.2The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between theParties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shallmaintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall notdisclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain(other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicablelaws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed byany Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder,provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentialityobligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees ofor agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be heldliable for breach of this Agreement. 4.Representations and Warranties 4.1Party A hereby represents, warrants and covenants as follows: 4.1.1Party A is a wholly foreign owned enterprise legally established and validly existing in accordance with the laws of China; Party Aor the service providers designated by Party A will obtain all government permits and licenses for providing the service under thisAgreement before providing such services. 4.1.2Party A has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals fromthird parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party A’sexecution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation. 4.1.3This Agreement constitutes Party A’s legal, valid and binding obligations, enforceable against it in accordance with its terms. 4.2Party B hereby represents, warrants and covenants as follows: 5 4.2.1Party B is a company legally established and validly existing in accordance with the laws of China and has obtained and willmaintain all permits and licenses for engaging in the Principal Business in a timely manner. 4.2.2Party B has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals fromthird parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party B’sexecution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation. 4.2.3This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it in accordance with itsterms. 5.Term of Agreement 5.1This Agreement shall become effective upon execution by the Parties. Unless terminated in accordance with the provisions of thisAgreement or terminated in writing by Party A, this Agreement shall remain effective. 5.2During the term of this Agreement, each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement toremain effective. This Agreement shall be terminated upon the expiration of the operation term of a Party if the application for renewal ofits operation term is not approved by relevant government authorities. 5.3The rights and obligations of the Parties under Sections 3, 6, 7 and this Section 5.3 shall survive the termination of this Agreement. 6.Governing Law and Resolution of Disputes 6.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 6 6.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the other Partyfor resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic andTrade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. Thearbitration award shall be final and binding on both Parties. 6.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement andperform their respective obligations under this Agreement. 7.Breach of Agreement and Indemnification 7.1If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or requireParty B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein. 7.2Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event. 7.3Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or otherdemands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement, except where suchlosses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. 8.Force Majeure 8.1In the case of any force majeure events (“Force Majeure”) such as earthquake, typhoon, flood, fire, flu, war, strikes or any other events thatcannot be predicted and are unpreventable and unavoidable by the affected Party, which directly or indirectly causes the failure of eitherParty to perform or completely perform this Agreement, then the Party affected by such Force Majeure shall give the other Party writtennotices without any delay, and shall provide details of such event within 15 days after sending out such notice, explaining the reasons forsuch failure of, partial or delay of performance. 7 8.2If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Partyshall not be excused from the non-performance of its obligations hereunder. The Party so affected by the event of Force Majeure shall usereasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever thecauses of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when thecauses of such excuse are cured, such Party shall be liable to the other Party. 8.3In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use allreasonable endeavours to minimize the consequences of such Force Majeure. 9.Notices 9.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 9.1.1Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given onthe date of receipt or refusal at the address specified for notices. 9.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 9.2For the purpose of notices, the addresses of the Parties are as follows: Party A: Tantan Technology (Beijing) Co., Ltd.Address: B129, Kangjiagou 145, Chaoyang District, BeijingAttn: Yu WangTel: +86 10 58201000 8Party B: Tantan Culture Development (Beijing) Co., Ltd.Address: (Huateng Beitang Centralized Office Area No. 178757) Suite 1701-1703, Nanmofang Road 37, Chaoyang District, BeijingAttn: Ying PanTel: +86 10 58201000 9.3Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof. 10.Assignment 10.1Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party. 10.2Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment,Party A is only required to give written notice to Party B and does not need any consent from Party B for such assignment. 11.SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected orcompromised in any aspect. The Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 12.Amendments and SupplementsAny amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that havebeen signed by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as thisAgreement. 13.Language and Counterparts 9This Agreement is written in both Chinese and English language in two copies, each Party having one copy. The Chinese version and Englishversion shall have equal legal validity.IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement asof the date first above written. Party A: Tantan Technology (Beijing) Co., Ltd. (Seal)By: /s/ Yu WangName: Yu WangTitle: Legal RepresentativeParty B: Tantan Culture Development (Beijing) Co., Ltd. (Seal)By: /s/ Ying PanName: Ying PanTitle: Legal Representative 10Exhibit 4.22Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 9, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: Tantan Technology (Beijing) Co., Ltd. (hereinafter the “Pledgee”), a wholly foreign owned enterprise, organized and existing underthe laws of the PRC, with its address at 1307 Guanghua Road #9, Chaoyang District, Beijing;Party B: Beijing Momo Technology Co., Ltd. (hereinafter the “Pledgor”), a limited liability company organized and existing under the laws ofthe PRC, with its address at Room 222002, Floor 20, Building No.6, Courtyard No.1, Futong East Street, Chaoyang District, Beijing,andParty C: Tantan Culture Development (Beijing) Co., Ltd., a limited liability company organized and existing under the laws of the PRC, withits address at 409 Guanghua Road #9, Chaoyang District, Beijing.In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectivelyreferred to as the “Parties”.Whereas: 1.The Pledgor is a limited liability company. The equity interest pledged by the Pledgor hereunder is RMB 1,261,479 in the registered capital ofParty C. Party C is a limited liability company registered in Beijing, China engaging in development and operation of internet products. Party Cacknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessaryassistance in registering the Pledge. To ensure that Party C fully and timely pays the Secured Indebtedness and any or all of the payments underthe Transaction Documents payable to the Pledgee, including but not limited to the management fees and service fees provided in theTransaction Documents (whether such fees become due and payable due to the arrival of the maturity date, advance payment requirements or anyother reasons), the Pledgor hereby pledges to the Pledgee all of the equity interest hereafter acquired by the Pledgor in Party C; 2.The Pledgee is a wholly foreign-owned enterprise registered in China. The Pledgee and Party C which is owned by the Pledgor have executed anExclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, the Pledgee and the Pledgor have executed an ExclusiveOption Agreement (as defined below); the Pledgor has executed a Power of Attorney (as defined below) in favor of the Pledgee; 3.To ensure that Party C and the Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the ExclusiveOption Agreement and the Power of Attorney, the Pledgor hereby pledges to the Pledgee all of the equity interest that the Pledgor holds in PartyC as security for Party C’s and the Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreementand the Power of Attorney. 1To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 1.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by the Pledgor to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of thePledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or fromthe proceeds from the auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to RMB 1,261,479 in the registered capital of Party C, and all of the equity interest hereafter acquired by thePledgor in Party C. 1.3Term of the Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and the Pledgee onMay 27, 2015 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by and among Party C, thePledgee and the Pledgor on May 9, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on May 9, 2018 by the Pledgor(the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of the Pledgor under the Exclusive Option Agreement, the Power of Attorney andthis Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement andthis Agreement. 1.6Secured Indebtedness: shall refer to RMB 1,261,479 and all the direct, indirect and derivative losses and losses of anticipated profits,suffered by the Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with thereasonable business plan and profit forecast of the Pledgee, the consulting and service fees payable to the Pledgee under the ExclusiveBusiness Cooperation Agreement, all expenses occurred in connection with enforcement by the Pledgee of the Pledgor’s and/or Party C’sContract Obligations and etc. 2 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1The Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that the Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, the Pledgee is entitled to receive dividends distributed on the Equity Interest. The Pledgor may receivedividends distributed on the Equity Interest only with prior written consent of the Pledgee. Dividends received by the Pledgor on EquityInterest after the deduction of individual income tax paid by the Pledgor shall be, as required by the Pledgee, (1) deposited into an accountdesignated and supervised by the Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and inpreference to making any other payment; or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee tothe extent permitted under the applicable PRC laws. 2.3The Pledgor may subscribe for a capital increase in Party C only with prior written consent of the Pledgee. Any equity interest obtained bythe Pledgor as a result of the Pledgor’s subscription of the increased registered capital of the Company shall also be deemed as EquityInterest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to the Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designated and supervised by thePledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment;or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee to the extent permitted under the applicablePRC laws. 3.Term of the Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed or all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within two (2) months following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall bebound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interestshall be registered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay SecuredIndebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of thisAgreement. 4.Custody of Records for Equity Interest subject to the Pledge 4.1During the Term of the Pledge set forth in this Agreement, the Pledgor shall deliver to the Pledgee’s custody the capital contributioncertificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of thisAgreement. The Pledgee shall have custody of such documents during the entire Term of the Pledge set forth in this Agreement. 5.Representations and Warranties of the Pledgor and Party CAs of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that: 5.1The Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants of the Pledgor and Party C 6.1During the term of this Agreement, the Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1The Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of the Pledgee, except for the performance of theTransaction Documents; 6.1.2The Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and withinfive (5) days of receipt of any notice, order or recommendation issued or prepared by the competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with theaforementioned notice, order or recommendation or submit objections and representations with respect to the aforementionedmatters upon the Pledgee’s reasonable request or upon consent of the Pledgee; 6.1.3The Pledgor and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impacton the Equity Interest or any portion thereof, as well as any event or notice received by the Pledgor that may have an impact on anyguarantees and other obligations of the Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for the extension of the operation term within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2The Pledgor agrees that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not beinterrupted or harmed by the Pledgor or any heirs or representatives of the Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, the Pledgorhereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates,agreements, deeds and/or covenants required by the Pledgee. The Pledgor also undertakes to perform and to cause other parties who havean interest in the Pledge to perform actions required by the Pledgee, to facilitate the exercise by the Pledgee of its rights and authoritygranted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee ordesignee(s) of the Pledgee (natural persons/legal persons). The Pledgor undertakes to provide the Pledgee within a reasonable time with allnotices, the orders and decisions regarding the Pledge that are required by the Pledgee. 5 6.4The Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, thePledgor shall indemnify the Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed an Event of Default: 7.1.1The Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, the Pledgor and Party C shall immediately notify the Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in Section 7.1 has been successfully resolved to the Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, the Pledgee may issue a Noticeof Default to the Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance withthe provisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of theNotice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled toany rights or interests associated with the Equity Interest. 8.3After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measureunder the applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with theEquity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale ofthe Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing theEquity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any otherpayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person whohave rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with allexpenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionallydonate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paidin priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromthe auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party Cshall not raise any objection to such exercise. 8.7When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistanceto enable the Pledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If the Pledgor or Party C conducts any material breach of any term of this Agreement, the Pledgee shall have right to terminate thisAgreement and/or require the Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of thePledgee herein; 9.2The Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 10.Assignment 10.1Without the Pledgee’s prior written consent, the Pledgor and Party C shall not have the right to assign or delegate their rights andobligations under this Agreement. 7 10.2This Agreement shall be binding on the Pledgor and his/her successors and permitted assigns, and shall be valid with respect to the Pledgeeand each of its successors and assigns. 10.3At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of the Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 10.4In the event of change of the Pledgee due to assignment, the Pledgor and/or Party C shall, at the request of the Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the competent AIC. 10.5The Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of the Pledgor with respect to theEquity Interest pledged hereunder shall not be exercised by the Pledgor except in accordance with the written instructions of the Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by the Pledgor and Party C, the Pledgeeshall release the Pledge under this Agreement upon the Pledgor’s request as soon as reasonably practicable and shall assist the Pledgor inde-registering the Pledge from the shareholders’ register of Party C and with the competent PRC local administration for industry andcommerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.2Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 9 15.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 15.4For the purpose of notices, the addresses of the Parties are as follows: Party A: Tantan Technology (Beijing) Co., Ltd.Address: 1307 Guanghua Road #9, Chaoyang District, BeijingParty B: Beijing Momo Technology Co., Ltd.Address: Room 222002, Floor 20, Building No.6, Courtyard No.1, Futong East Street, Chaoyang District, BeijingParty C: Tantan Culture Development (Beijing) Co., Ltd.Address: 409 Guanghua Road #9, Chaoyang District, Beijing 15.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 19.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. The Pledgor, the Pledgee and Party C shall hold one copy respectively and theother copy shall be used for registration. In the event there is any discrepancy between the Chinese and English versions, the Chinese versionshall prevail.The Remainder of this page is intentionally left blank 10IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party A: Tantan Technology (Beijing) Co., Ltd.By: /seal of Tantan Technology (Beijing) Co., Ltd./Name: Title: Party B: Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal RepresentativeParty C: Tantan Culture Development (Beijing) Co., Ltd.By: /seal of Tantan Culture Development (Beijing) Co., Ltd./Name: Title: Attachments: 1.Shareholders’ Register of Party C; 2.The Capital Contribution Certificate for Party C; 3.Exclusive Business Cooperation Agreement. 4.Exclusive Option Agreement 5.Power of AttorneyExhibit 4.23Exclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of May 9, 2018 in Beijing, the People’sRepublic of China (“China” or the “PRC”): Party A: Tantan Technology (Beijing) Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with itsaddress at 1307 Guanghua Road #9, Chaoyang District, Beijing;Party B: Beijing Momo Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address atRoom 222002, Floor 20, Building No.6, Courtyard No.1, Futong East Street, Chaoyang District, Beijing; andParty C: Tantan Culture Development (Beijing) Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at 409 Guanghua Road #9, Chaoyang District, Beijing.In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Party B is a shareholder of Party C and as of the date hereof holds RMB 1,261,479 in the registered capital of Party C. 2.Party B agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart equity interest held by Party B in Party C. 3.Party C agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart of the assets of Party C.Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement: 1.Sale and Purchase of Equity Interest and Assets 1.1Equity Interest Purchase OptionParty B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole atParty A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such rightbeing the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of theEquity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,enterprises, trusts or non-corporate organizations. 1 1.1.1Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. 1.1.2Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). 1.1.3Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.1.3.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.1.3.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.1.3.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 1.1.3.4The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licensesand permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of theOptioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, thirdparty’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Powerof Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment andrestatement thereto. 2 1.2Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtainand maintain all necessary government licenses and permits by prudently and effectively operating its business and handling itsaffairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB500,000, or allow the encumbrance thereon of any security interest; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party C’s assets, business or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 4 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B hereby covenants as follows: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 5 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8Party B hereby waives its right of first refusal to the transfer of equity interest by any other shareholder of Party C to Party A (if any),and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement,the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, and accepts not to take any action in conflict with such documents executed by theother shareholders; 2.2.9Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated byParty A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of the transfer ofthe Optioned Interests, that: 3.1They have the power, capacity and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the competent government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained; 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets ofParty C or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Resolution of Disputes 5.1Governing LawThe execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of the PRC. 7 5.2Methods of Resolution of DisputesIn the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 6.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the dateof receipt or refusal at the address specified for notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 7.2For the purpose of notices, the addresses of the Parties are as follows:Party A: Tantan Technology (Beijing) Co., Ltd.Address: 1307 Guanghua Road #9, Chaoyang District, BeijingParty B: Beijing Momo Technology Co., Ltd.Address: Room 222002, Floor 20, Building No.6, Courtyard No.1, Futong East Street, Chaoyang District, BeijingParty C: Tantan Culture Development (Beijing) Co., Ltd.Address: 409 Guanghua Road #9, Chaoyang District, Beijing 7.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 88.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through thereceiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of anystock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors,employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,employees, legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 11.Miscellaneous 11.1Amendments, changes and supplementsAny amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 11.2Entire agreementExcept for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 9 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English language in three copies, each Party having one copy. The Chinese version andEnglish version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effectof such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 11.7Survival 11.7.1Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreementshall survive the expiration or early termination thereof. 11.7.2The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement. 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 10IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date firstabove written. Party A: Tantan Technology (Beijing) Co., Ltd.By: /seal of Tantan Technology (Beijing) Co., Ltd./Name: Title: Party B: Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal RepresentativeParty C: Tantan Culture Development (Beijing) Co., Ltd.By: /seal of Tantan Culture Development (Beijing) Co., Ltd./Name: Title: Exhibit 4.24Power of AttorneyBeijing Momo Technology Co., Ltd. (the “Momo”), a limited liability company organized and existing under the laws of the PRC, and a holderof RMB1,261,479 in the registered capital of Tantan Culture Development (Beijing) Co., Ltd. (the “Company”) as of the date when the Power ofAttorney is executed, hereby irrevocably authorize Tantan Technology (Beijing) Co., Ltd. (the “WFOE”) to exercise the following rights relating to allequity interests held by the Momo now and in the future in the Company (the “Shareholding”) during the term of this Power of Attorney:The WFOE is hereby authorized to act on behalf of the Momo as its exclusive agent and attorney with respect to all matters concerning theShareholding, including without limitation to: 1) attending shareholders’ meetings of the Company; 2) exercising all the shareholder’s rights andshareholder’s voting rights the Momo is entitled to under the laws of China and the Company’s Articles of Association, including but not limited tothe sale, transfer, pledge or disposition of the Shareholding in part or in whole; and 3) designating and appointing on behalf of the Momo the legalrepresentative, directors, supervisors, chief executive officer and other senior management members of the Company.Without limiting the generality of the powers granted hereunder, the WFOE shall have the power and authority to, on behalf of the Momo,execute all the documents the Momo shall sign as stipulated in the Exclusive Option Agreement entered into by and among the Momo, the WFOE andthe Company on May 9, 2018 and the Equity Pledge Agreement entered into by and among the Momo, the WFOE and the Company on May 9, 2018(including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the TransactionDocuments.All the actions associated with the Shareholding conducted by the WFOE shall be deemed as the Momo’s own actions, and all the documentsrelated to the Shareholding executed by the WFOE shall be deemed to be executed by the Momo. The Momo hereby acknowledges and ratifies thoseactions and/or documents by the WFOE.The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to the Momo or obtaining the Momo’s consent.During the period that the Momo is a shareholder of the Company, this Power of Attorney shall be irrevocable and continuously effective andvalid from the date of execution of this Power of Attorney.During the term of this Power of Attorney, the Momo hereby waives all the rights associated with the Shareholding, which have been authorizedto the WFOE through this Power of Attorney, and shall not exercise such rights by itself.This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity. Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal Representative May 9, 2018Accepted byTantan Technology (Beijing) Co., Ltd.By: /seal of Tantan Technology (Beijing) Co., Ltd./Name: Title: Acknowledged byTantan Culture Development (Beijing) Co., Ltd.By: /seal of Tantan Culture Development (Beijing) Co., Ltd./Name: Title: Exhibit 4.25Business Operation AgreementThis Business Operation Agreement (this “Agreement”), dated as of June 1, 2018, is made by and among the following parties: Party A: Beijing Yiliulinger Information Technology Co., Ltd.Address: Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, BeijingLegal representative: Xiaoliang LeiParty B: Hainan Miaoka Network Technology Co., Ltd.Address: Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,HainanLegal representative: Xiaoliang LeiParty C: Xiaoliang Lei (ID Card No. ***)Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCLi Wang (ID Card No. ***)Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC(Individually a “Party”; collectively the “Parties”)WHEREAS: A.Party A is a wholly-owned subsidiaries of wholly foreign-owned enterprise incorporated and validly existing in the People’s Republic of China(the “PRC”); B.Party B is a limited liability company incorporated in the PRC and engaged in technology related investment consultation etc.; C.Party A and Party B have established business relation by entering into a certain Exclusive Consulting and Management Services Agreement,under which Party B will make various payments to Party A and therefore Party B’s activities in its ordinary course of business will have materialeffect upon its ability to make relevant payment to Party A; and D.Each of the Party C is a shareholder of Party B (collectively, the “Founding Shareholders”), in which each of Xiaoliang LEI and Li Wang holds50% and 50% of Party B, respectively.NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows: 1.Negative ObligationsIn order to guarantee the performance by Party B of the agreement entered into by and between Party A and Party B and all of Party B’s obligationstowards Party A, the Founding Shareholders hereby acknowledge, agree and jointly warrants that without prior written consent of Party A or any partydesignated by Party A, Party B shall not engage in any transaction which may have material or adverse effect on any of its assets, businesses,employees, obligations, rights or operations, including without limitation: 1.1Conduct of any activity outside its ordinary course of business or in a manner inconsistent with its past practice; 11.2Making any borrowing or undertaking any indebtedness from any third party; 1.3Change or removal of any of its directors or senior officers; 1.4Sale, acquisition or any other disposal of any assets or rights, including without limitation any intellectual property rights, with any third party; 1.5Creation of any guarantee or any other security on any of its assets or intellectual properties in favor of any third party, or creation of anyencumbrance on any of its assets; 1.6Change of its articles of association or its scope of business; 1.7Change of its ordinary course of business or any of its material bylaws; 1.8Transfer any of its rights or obligations under this Agreement to any third party; 1.9Making any material change to its business pattern, marketing strategy, business plan or customer relationship; and 1.10Distribution of any bonus or dividend. 2.Business Management and Human Resources Arrangement 2.1Party B and the Founding Shareholders hereby jointly agree to accept and strictly implement any proposal made by Party A from time to timeregarding employment and removal of Party B’s employees, day-to-day business management and financial management system of Party B. 2.2Party B and the Founding Shareholders hereby jointly agree that the Founding Shareholders elect or appoint, as applicable, any persondesignated by Party A as Party B’s director, chairman, president, chief financial officer and any other executive officers in accordance withrelevant laws, regulations and its articles of association. 2.3Upon termination of his or her employment with Party A, either voluntarily or by Party A, each of the directors or senior officers elected orappointed under Section 2.2 will be simultaneously disqualified to hold any position in Party B; under such circumstance, the FoundingShareholders will elect any other person designated by Party A for such position. 2.4For purpose of Section 2.3, the Founding Shareholders will take any actions required under relevant laws, articles of association and thisAgreement to effect the employment and termination provided under Sections 2.2 and 2.3. 2.5The Founding Shareholders hereby agree that in conjunction with execution of this Agreement, they will execute an irrevocable power ofattorney authorizing Party A to exercise their respective rights as shareholders of Party B and respective voting rights at Party B’s shareholdersmeeting. 3.Other Agreements 3.1Upon termination or expiration of any agreement between Party A and Party B, Party A may elect to terminate all of its agreements with Party B,including without limitation the Exclusive Consulting and Management Services Agreement. 23.2Considering the business relationship established between Party A and Party B based on the executed Exclusive Consulting and ManagementServices Agreement, Party B’s activities in its ordinary course of business will have material effect upon its ability to make relevant payment toParty A. The Founding Shareholders agree that any bonus, dividend or any other benefit or interest receivable by it as shareholder of Party B willbe unconditionally and automatically paid or transferred to Party A. 4.All Agreements and Amendments 4.1This Agreement and all of the agreements and/or documents referred to or expressly included herein constitute entire agreements among theParties with respect to the subject matter hereof and supersede all prior agreements, contracts, understandings and communications, written ororal, among the Parties with respect to the same. 4.2This Agreement may not be amended unless by agreement of the Parties in writing. Any amendment or supplement hereto duly executed by theParties shall be an integral part of and have the same effect with this Agreement. 5.Governing LawThe execution, validity, performance of this Agreement and resolution of any dispute arising from this Agreement shall be governed by the laws of thePRC. 6.Dispute Resolution 6.1Should any dispute arise in connection with construction or performance of any provision under this Agreement, the Parties shall seek in goodfaith to resolve such dispute through negotiations. If the negotiations fail, any of the Parties may submit the dispute to Beijing ArbitrationCommission for arbitration in accordance with its arbitration rules then in effect. The arbitration will be in Chinese. The arbitral award shall befinal and binding on each of the Parties. 6.2Except for the matter under dispute, each of the Parties shall continue to perform its obligations under this Agreement in good faith. 7.NoticesAll notices made by each of the Parties to exercise any of its rights or perform any of its obligations hereunder shall be in writing and given to thefollowing address in person, by registered mail, prepaid mail, recognized courier service, or by fax. To Party A: Beijing Yiliulinger Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Xiaolaing LeiTo Party B: Hainan Miaoka Network Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Xiaolaing LeiTo Party C: Xiaolaing Lei Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Xiaolaing Lei 3Li Wang Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Li Wang 8.Effectiveness, Term and other terms of this Agreement 8.1Any written consent, proposal, appointment and any other decision in connection with this Agreement which has material effect on Party B’sday-to-day business operations shall be made by Party A’s board of shareholders. 8.2This Agreement shall become effective upon execution by each of the Parties on the date first written above. The term of this Agreement will beten (10) years unless early terminated by Party A. Upon request from Party A, the Parties may extend the term of this Agreement prior to itsexpiration or enter into a separate business agreement, each as requested by Party A. 8.3During the term of this Agreement, none of Party B or Founding Shareholders may terminate this Agreement. Party A shall have the right toterminate this Agreement at any time with notice to Party B and its Shareholders in writing. 8.4If any term or provision hereof is found illegal or unenforceable under applicable laws, such term or provision shall be deemed deleted from thisAgreement without any effect, and the remainder of this Agreement shall remain in force and effect as if such term or provision had never beencontained herein. The Parties shall negotiate to replace such deleted term or provision with a lawful and valid term or provision acceptable toeach of the Parties. 8.5Failure to exercise any right, power or privilege hereunder shall not be deemed as waiver thereof. Any single or partial exercise of any right,power or privilege hereunder shall not preclude exercise of any other right, power or privilege under this Agreement.IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first writtenabove.(The Remainder of this page is intentionally left blank) 4This is the Signature Page of Business Operation Agreement between Beijing Yiliulinger Information Technology Co., Ltd., Hainan Miaoka NetworkTechnology Co., Ltd., Xiaoliang Lei and Li Wang,) Party A: Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Title: Legal representativeParty B: Hainan Miaoka Network Technology Co., Ltd.By: /s/Xiaoliang Lei /common seal/ Title: Legal representativeParty C:Xiaoliang LeiBy: /s/ Xiaoliang LeiLi WangBy: /s/ Li Wang 5Exhibit 4.26Power of AttorneyI, Xiaoliang Lei, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder ofRMB500,000 in the registered capital of Hainan Miaoka Network Technology Co., Ltd. (the “Company”) as of the date when the Power of Attorney isexecuted, hereby irrevocably authorize Beijing Yiliulinger Information Technology Co., Ltd. (the “Yiliulinger”) to exercise the following rightsrelating to all equity interests held by me now and in the future in the Company (“My Shareholding”) during the term of this Power of Attorney:The Yiliulinger is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning MyShareholding, including without limitation to: 1) attending shareholders’ meetings of the Company; 2) exercising all the shareholder’s rights andshareholder’s voting rights I am entitled to under the laws of China and the Company Articles of Association, including but not limited to the sale,transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative,directors, supervisors, chief executive officer and other senior management members of the Company.Without limiting the generality of the powers granted hereunder, the Yiliulinger shall have the power and authority to, on behalf of myself,execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the Yiliulinger and theCompany on June 1, 2018 and the Equity Pledge Agreement entered into by and among me, the Yiliulinger and the Company on June 1, 2018(including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the TransactionDocuments.All the actions associated with My Shareholding conducted by the Yiliulinger shall be deemed as my own actions, and all the documents relatedto My Shareholding executed by the Yiliulinger shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/ordocuments by the Yiliulinger.The Yiliulinger is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to me or obtaining my consent. If required by PRC laws, the Yiliulinger shall designate a PRC citizen to exercise theaforementioned rights.During the period that I am a shareholder of the Company, this Power of Attorney shall be irrevocable and continuously effective and valid fromthe date of execution of this Power of Attorney.During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to theYiliulinger through this Power of Attorney, and shall not exercise such rights by myself.This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity. 1Xiaoliang LeiBy: /s/ Xiaoliang Lei June 1, 2018 2Accepted by Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeAcknowledged by:Hainan Miaoka Network Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 3Power of AttorneyI, Wang Li, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB500,000 inthe registered capital of Hainan Miaoka Network Technology Co., Ltd. (the “Company”) as of the date when the Power of Attorney is executed, herebyirrevocably authorize Beijing Yiliulinger Information Technology Co., Ltd. (the “Yiliulinger”) to exercise the following rights relating to all equityinterests held by me now and in the future in the Company (“My Shareholding”) during the term of this Power of Attorney:The Yiliulinger is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning MyShareholding, including without limitation to: 1) attending shareholders’ meetings of the Company; 2) exercising all the shareholder’s rights andshareholder’s voting rights I am entitled to under the laws of China and the Company Articles of Association, including but not limited to the sale,transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative,directors, supervisors, chief executive officer and other senior management members of the Company.Without limiting the generality of the powers granted hereunder, the Yiliulinger shall have the power and authority to, on behalf of myself,execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the Yiliulinger and theCompany on June 1, 2018 and the Equity Pledge Agreement entered into by and among me, the Yiliulinger and the Company on June 1, 2018(including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the TransactionDocuments.All the actions associated with My Shareholding conducted by the Yiliulinger shall be deemed as my own actions, and all the documents relatedto My Shareholding executed by the Yiliulinger shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/ordocuments by the Yiliulinger.The Yiliulinger is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to me or obtaining my consent. If required by PRC laws, the Yiliulinger shall designate a PRC citizen to exercise theaforementioned rights.During the period that I am a shareholder of the Company, this Power of Attorney shall be irrevocable and continuously effective and valid fromthe date of execution of this Power of Attorney.During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to theYiliulinger through this Power of Attorney, and shall not exercise such rights by myself.This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity. 4Wang LiBy: /s/ Wang Li June 1 , 2018 5Accepted byBeijing Yiliulinger Information Technology Co., Ltd. By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeAcknowledged by:Hainan Miaoka Network Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 6Exhibit 4.27EXCLUSIVE COOPERATIONAGREEMENTHainan Miaoka Network Technology Co., Ltd.andBeijing Yilliulinger Information Technology Co., Ltd. 1EXCLUSIVE COOPERATION AGREEMENTThis Service Agreement (“Agreement”), effective on June 1 ,2018 (“Effective Date”), is concluded by and between Hainan Miaoka NetworkTechnology Co., Ltd. (“Miaoka Network”), a company incorporated under the laws of the People’s Republic of China, with its principal place ofbusiness at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District, Hainan andBeijing Yiliulinger Information Technology Co., Ltd. (“Yiliulinger”), a company incorporated under the laws of the People’s Republic of China, withits principal place of business at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing (each “a Party” and collectively, “theParties”).BACKGROUNDWhereas, Miaoka Network is responsible for obtaining the Internet Content Provider (“ICP”) license required to operate Internet Information Servicesin China.Whereas, Miaoka Network acquires the Licensing of Intellectual properties (the App and Emoticon in supplemental agreements to this Agreement) aswell as the Services of Yiliulinger to carry out Internet Information Services in China.Whereas, this Agreement sets forth the terms and conditions under which Yiliulinger as agreed to provide, and Miaoka Network has agreed to receive,the Licensing and the Services;Whereas, the capitalized terms used and not otherwise defined in these recitals are defined in Article 1 of this Agreement;Now, therefore, in consideration of the mutual promises, covenants, conditions and terms set forth herein, the Parties agree as follows:1 DEFINITIONS.Capitalized terms used in this Agreement have the meanings set forth in this Article 1 or as otherwise defined in the context of the provision.“Effective Date” is June 1, 2018.“Governing Laws” is defined in Section 6.a.“Licensing” means Yiliulinger agrees to grant the use right of its intellectual properties to Miaoka Network under this Agreement, including the Appand Emoticon (licensing details will be set forth in supplemental agreements to this Agreement). 2“Services” means those technical and non-technical services to be provided by Yiliulinger to Miaoka Network under this Agreement. Technicalservices include: (i) assistance in the maintenance of the App, as well as statistics analysis on the App users; (ii) technical support and maintenance ofhardware and software;(iii)call center management services; (iv) after-sale services including training and consulting, etc. Non-technical servicesinclude: (i) marketing and advertising services; (ii) sales and payment channel management and development; (iii) administrative services includinglegal, finance, HR and administration; and (iv) other services as the Parties may agree from time to time.“License Fee” is defined in Section 4.“Service Fee” is defined in Section 4.“Term” is defined in Section 2.a.2 TERM AND TERMINATION. a.Term. The term of this Agreement will begin on the Effective Date and will remain effective for ten (10) years. After the effective period,Yiliulinger may decide if this Agreement will be renewed and how long it will be renewed for(“Term”). b.Termination for Convenience. Yiliulinger may terminate this Agreement upon thirty (30) days’ written notice. Miaoka Network shall notterminate this Agreement under any circumstances. c.Prior Agreements. This Agreement supersedes and terminates any and all prior agreements or contracts, oral or written, entered into betweenThe Parties relating to the subject matter thereof.3 EXCLUSIVE COOPERATION AND INTELLECTUAL PROPERTY RIGHTS. a.During the Term, Yiliulinger shall provide the Licensing of intellectual properties and the Services to Miaoka Networkas agreed by theParties from time to time. Without Yiliulinger.’s consent, Miaoka Networkis not entitled to the right to engage any other third parties toperform, any licensing of intellectual properties and services similar to the Licensing or the Services. b.Yiliulinger reserves all the intellectual property rights developed under this agreement, including but not limited to copyright, patent right,right of patent application, knowhow, business secret, etc. 34 LICENSE FEE, SERVICE FEE AND PAYMENT. a.Pursuant to this Agreement, Yiliulinger grants to Mioka Tech. the use right of its intellectual properties including the App and Emoticons.Miaoka Network agrees to pay Yiliulinger a license fee (“License Fee”) in consideration of the rights granted. The calculationmethodology of the License Fee will be set forth in supplemental agreements to this Agreement. b.Pursuant to this Agreement and Miaoka Network’s request from time to time, M Yiliulinger provides Miaoka Network with the Services.Miaoka Network intends to pay Yiliulinger a level of compensation commensurate with the value of the Services it provides, which areessential and fundamental to the economic success or failure of Miaoka Network’s business in China. c.To ensure the high quality of the Licensing and the Services, Yiliulinger agrees to be compensated for the Licensing and the Services onlyif Miaoka Network achieves a level of operating profit above a certain rate, initially agreed to be three point five percent (3.5%) (“ExpectedProfit Rate”“)of total revenue derived by Yiliulinger for operating the App in China. The License Fee and the Service Fee will becalculated such that after it is paid, Miaoka Network’s operating profit rate will not be lower than the Expected Profit Rate (“Service Fee”“).If Miaoka Network achieves a level of operating profit above the Expected Profit Rate, the excess profit will be paid to Yiliulinger in theform of License Fee and Service Fee. The calculation methodology of the License Fee and Service Fee will be set forth in supplementalagreements to this Agreement. If Miaoka Networkis unable to achieve the Expected Profit Rate due to Yiliulinger.’s failure in providing thehigh quality services, Yiliulinger will not be entitled to any License Fee or Service Fee. The Parties agree to review the Expected ProfitRate from time to time.Operating profit rate = (Revenues-Cost of revenues-Sales tax and surcharges –Sales expense-G&A expense-R&D expense) /Revenues. d.Payments Due. Payment notice for the License Fee and the Service Fee shall be presented on a monthly basis. The Parties agrees to pay thetotal amounts shown as due within sixty (60) days from the end of such month. The Parties agrees to pay or offset the payments from time totime, as requested by either Party. e.Currency. All computations and payments made pursuant to this Article 4 shall be in Chinese RMB. A netting of any amount payableunder this Agreement against existing accounts payable and accounts receivable shall be an acceptable manner of payment. effective as ofthe date of the netting on the books of the Parties. 4 f.Retrospection. The Parties agree the License Fee and the Service Fee defined in this Section shall be retrospective to the Parties from thedate June 1 ,2018.5 TAXES. a.Yiliulinger ‘s Tax Responsibility. Yiliulinger is liable for any value-added tax, excise tax, tariff, duty or any other similar tax imposed byany governmental authority arising from the performance of Services under this Agreement. b.Miaoka Network’s Tax Responsibility. Miaoka Networkis liable for any value-added tax. excise tax, tariff, duty or any other similar taximposed by any governmental authority arising from its performance of this Agreement.6 COMPLIANCE WITHLAWS. a.Compliance. Each Party will perform its obligations under this Agreement in a manner that complies with all laws applicable to that Party’sbusiness. Without limiting the foregoing, the Parties will respectively identify and comply with all laws applicable to the Parties including:(a)laws requiring the procurement of inspections, certificates and approvals needed to perform the Services, and (b)laws regardinghealthcare, workplace safety, immigration ,labor standars, wage and hour laws, insurance, data protection and privacy ( collectively,“Governing Laws’ ) b.Change in Law. The Parties will work together to identify the effect of changes in laws on this Agreement, and will promptly discuss thechanges to the terms and provisions of this Agreement, if any, required to comply with all laws.7 CONSTRUCTION. a.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, then the remainingprovisions of this Agreement. If capable of substantial performance, will remain in full force and effect. b.Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the People’s Republic of China withoutregard to conflict of laws principles. c.Resolution of Disputes. This Agreement shall be governed by the laws of the People’s Republic of China. All the disputes arising from theconclusion, performance or interpretation of this Agreement shall be settled by the Parties through consultation. 5If the consultation fails, the disputes shall be referred to China International economic and Trade Arbitration Commission for arbitration.The place of arbitration shall be in Beijing. The arbitral award shall be final and binding upon both Parties. 6Each of Yiliulinger and Miaoka Network has caused this Agreement to be signed and delivered by its duly authorized representative to be effective asof the Effective Date. By: /s/ Xiaoliang Lei /common seal/ By: /s/ Xiaoliang Lei /common seal/Title: Legal Representative Title: Legal RepresentativeFor and on behalf ofHainan Miaoka Network Technology Co., Ltd. For and on behalf ofBeijing Yiliulinger Information Technology Co., Ltd. 7Supplemental AgreementParty A: Hainan Miaoka Network Technology Co., Ltd.Address: Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District, Hainan, P.R.ChinaParty B: Beijing Yiliulinger Information Technology Co., Ltd.Address: Room 305, 3F, Building 4, East Kaifang Road, Huairou District, Beijing, P.R.ChinaAn Exclusive Cooperation Agreement (“the Agreement”) was concluded between Party A and Party B (“the Parties”) on June 1, 2018. The Parties agreeon this supplemental agreement in accordance with the Contract Law of the PRC and other relevant laws and regulations for mutual benefit. 1.Supplementary Terms a)According to Section 1 of the Agreement, Party B agrees to license the use right of the App (including but not limited to the followingversion) to Party A starting from the effective date of this supplemental agreement. App IOS App Android V Under the license: (i) Party B is responsible for the design, development and maintenance of the App; (i) Party A is granted with the right tooperate the App and to generate income from in-App features sold to users.According to Article 4. a of the Agreement, Party A agrees to pay Party B a license fee in consideration of the rights granted. The license feewill be twelve point five percent (12.5%) of the gross revenues generated by Party A from the App. The Parties agree to review the pricingof license fee from time to time. b)According to Section 1 of the Agreement, Party B agrees to license the use right of Emoticon (Emoticon details are listed in Appendix A) toParty A starting from the effective date of this supplemental agreement.According to Article 4.a of the Agreement, Party A agrees to pay Party B a license fee in consideration of the rights granted. The license feewill be twelve point five percent (12.5%) of the gross revenues generated by Party A from sales of the emotions. The Parties agree to reviewthe pricing of license fee from time to time. 8 c)Without written consent of Party B, Party A shall not sublicense, transfer or disclose the right to any third party, or try to develop, modify ordecompile on the basis of Party B’s intellectual properties. Party A agrees with all the exclusive ownership and interest of Party B,including all intellectual property, proprietary technology, development rights and other related rights. Party A shall not be involved inany activities that harm the interest of Party B under any circumstances. 2.Above are the supplementary terms to the Agreement. The Parties shall still comply with the terms of the Agreement concluded on June 1 ,2018,which will not be affected by the supplemental agreement. 3.This supplemental agreement is an indivisible part of the Agreement concluded by the Parties on June 1 ,2018. The Parties agree that the licensefee set forth in this supplemental agreement shall be retrospective from June 1, 2018. This supplemental agreement is made out in two (2) sets oforiginals with equal validity. Party A and Party B each have one of the originals. By signing below, the Parties agree to the terms of thissupplemental agreement effective from the date of signature. 9By: /s/ Xiaoliang Lei /common seal/ By: /s/ Xiaoliang Lei /common seal/Title: Legal Representative Title: Legal RepresentativeFor and on behalf ofHainan Miaoka Network Technology Co., Ltd. For and on behalf ofBeijing Yiliulinger Information Technology Co., Ltd. 10Exhibit 4.28Exclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 1, 2018 in Beijing, the People’sRepublic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd., a wholly-owned subsidiaries of wholly foreign owned enterprise, organized andexisting under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing;Party B: Xiaoliang Lei, a Chinese citizen with Identification No.: ***; andParty C: Hainan Miaoka Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Party B is a shareholder of Party C and as of the date hereof holds RMB 500,000 in the registered capital of Party C. 2.Party B agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart equity interest held by Party B in Party C. 3.Party C agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart of the assets of Party C.Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement: 1.Sale and Purchase of Equity Interest and Asssets 1.1Equity Interest Purchase OptionParty B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole atParty A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.1.2 herein (such rightbeing the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of theEquity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,enterprises, trusts or non-corporate organizations. 1 1.1.1Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. 1.1.2Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). 1.1.3Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.1.3.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.1.3.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.1.3.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 2 1.1.3.4The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licensesand permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of theOptioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, thirdparty’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Powerof Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment andrestatement thereto. 1.2Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtainand maintain all necessary government licenses and permits by prudently and effectively operating its business and handling itsaffairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 500,000, or allow the encumbrance thereon of any security interest; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 500,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party C’s assets, business or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 4 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B hereby covenants as follows: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by PartyA; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 5 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8Party B hereby waives its right of first refusal to the transfer of equity interest by any other shareholder of Party C to Party A (if any),and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement,the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, and accepts not to take any action in conflict with such documents executed by theother shareholders; 2.2.9Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated byParty A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of the transfer ofthe Optioned Interests, that: 3.1They have the power, capacity and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the competent government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets ofParty C or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Resolution of Disputes 5.1Governing LawThe execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of the PRC. 7 5.2Methods of Resolution of DisputesIn the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 6.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the dateof receipt or refusal at the address specified for notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party B: Xiaoliang LeiAddress: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 8Party C: Hainan Miaoka Network Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 7.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through thereceiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of anystock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors,employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,employees, legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 911.Miscellaneous 11.1Amendments, changes and supplementsAny amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 11.2Entire agreementExcept for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English language in three copies, each Party having one copy. The Chinese version andEnglish version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effectof such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 10 11.7Survival 11.7.1Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreementshall survive the expiration or early termination thereof. 11.7.2The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement. 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date firstabove written. Party A: Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoiang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Xiaoliang LeiBy: /s/ Xiaoliang LeiParty C: Hainan MiaokaNetwork Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 12Exclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 1, 2018 in Beijing, the People’sRepublic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd., a wholly-owned subsidiaries of wholly foreign owned enterprise, organized andexisting under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing;Party B: Wang Li, a Chinese citizen with Identification No.:***; andParty C: Hainan Miaoka Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Party B is a shareholder of Party C and as of the date hereof holds RMB 500,000 in the registered capital of Party C. 2.Party B agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart equity interest held by Party B in Party C. 3.Party C agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart of the assets of Party C.Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement: 1.Sale and Purchase of Equity Interest and Asssets 1.1Equity Interest Purchase OptionParty B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole atParty A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.1.2 herein (such rightbeing the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of theEquity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,enterprises, trusts or non-corporate organizations. 1 1.1.1Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. 1.1.2Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). 1.1.3Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.1.3.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.1.3.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.1.3.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 2 1.1.3.4The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licensesand permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of theOptioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, thirdparty’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Powerof Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment andrestatement thereto. 1.2Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtainand maintain all necessary government licenses and permits by prudently and effectively operating its business and handling itsaffairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 500,000, or allow the encumbrance thereon of any security interest; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 500,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party C’s assets, business or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 4 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.3Covenants of Party BParty B hereby covenants as follows: 2.3.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.3.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.3.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.3.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.3.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.3.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 2.3.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 5 2.3.8Party B hereby waives its right of first refusal to the transfer of equity interest by any other shareholder of Party C to Party A (if any),and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement,the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, and accepts not to take any action in conflict with such documents executed by theother shareholders; 2.3.9Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated byParty A to the extent permitted under the applicable PRC laws; and 2.3.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of the transfer ofthe Optioned Interests, that: 3.1They have the power, capacity and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the competent government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets ofParty C or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Resolution of Disputes 5.1Governing LawThe execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of the PRC. 5.2Methods of Resolution of DisputesIn the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 76.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the dateof receipt or refusal at the address specified for notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party B: Li WangAddress: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party C: Hainan Miaoka Network Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 8 7.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through thereceiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of anystock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors,employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,employees, legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 11.Miscellaneous 11.1Amendments, changes and supplementsAny amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 9 11.2Entire agreementExcept for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English language in three copies, each Party having one copy. The Chinese version andEnglish version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effectof such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 11.7Survival 11.7.1Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreementshall survive the expiration or early termination thereof. 11.7.2The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement. 10 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date firstabove written. Party A: Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Li WangBy: /s/ Li WangParty C: Hainan Miaoka Network Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeExhibit 4.29CONFIRMATION LETTERAs a shareholder of Hainan Miaoka Network Technology Co., Ltd. (the “Company”), I hereby confirm, represent and guarantee that my successor,guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company held by myselfupon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, in anymanner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractual agreements(including the Equity Interest Pledge Agreement, the Power of Attorney, Exclusive Option Agreement which were executed by myself on June 1, 2018,as well as the Exclusive Technical Consulting and Management Services Agreement and the Business Operation Agreement which were executed bymyself on June 1, 2018) (the “Contractual Agreements”). I further confirm and undertake that the Contractual Agreements and all of my rights andobligations thereunder shall be equally effective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow Beijing Yiliulinger Information Technology Co., Ltd. to operate the business operated by the Company (which includes but not limited to thebusiness of Network Information Service) without the Contractual Agreements. Subject to the applicable PRC laws, I shall return to the BeijingYiliulinger Information Technology Co., Ltd. or the entity designated by Beijing Yiliulinger Information Technology Co., Ltd. any consideration Ireceive from Beijing Yiliulinger Information Technology Co., Ltd. for its acquisition of the equity interest of Company at the time when theContractual Agreements are terminated. /s/ Xiaoliang LeiDate: June 1, 2018CONFIRMATION LETTERAs a shareholder of Hainan Miaoka Network Technology Co., Ltd. (the “Company”), I hereby confirm, represent and guarantee that my successor,guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company held by myselfupon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, in anymanner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractual agreements(including the Equity Interest Pledge Agreement, the Power of Attorney, Exclusive Option Agreement which were executed by myself on June 1 , 2018,as well as the Exclusive Consulting and Management Services Agreement and the Business Operation Agreement which were executed by myself onJune 1 , 2018) (the “Contractual Agreements”). I further confirm and undertake that the Contractual Agreements and all of my rights and obligationsthereunder shall be equally effective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow Beijing Yiliulinger Information Technology Co., Ltd. to operate the business operated by the Company (which includes but not limited to thebusiness of Network Information Service) without the Contractual Agreements. Subject to the applicable PRC laws, I shall return to the BeijingYiliulinger Information Technology Co., Ltd. or the entity designated by Beijing Yiliulinger Information Technology Co., Ltd. any consideration Ireceive from Beijing Yiliulinger Information Technology Co., Ltd. for its acquisition of the equity interest of Company at the time when theContractual Agreements are terminated. /s/ Wang LiDate: June 1 , 2018Exhibit 4.30Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd (hereinafter the “Pledgee”), a wholly-owned subsidiaries of wholly foreign ownedenterprise, organized and existing under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road,Huairou District, Beijing;Party B: Xiaoliang Lei (hereinafter the “Pledgor”), a Chinese citizen with Chinese Identification No.: ***; andParty C: Hainan Miaoka Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectivelyreferred to as the “Parties”.Whereas: 1.The Pledgor is a citizen of China who as of the date hereof holds RMB 500,000 in the registered capital of Party C. Party C is a limited liabilitycompany registered in Hainan, China, engaging in development and operation of internet products. Party C acknowledges the respective rightsand obligations of the Pledgor and the Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;To ensure that Party C fully and timely pays the Secured Indebtedness and any or all of the payments under the Transaction Documents payableto the Pledgee, including but not limited to the management fees and service fees provided in the Transaction Documents (whether such feesbecome due and payable due to the arrival of the maturity date, advance payment requirements or any other reasons), the Pledgor hereby pledgesto the Pledgee all of the equity interest hereafter acquired by the Pledgor in Party C; 2.The Pledgee is a wholly-owned subsidiaries of wholly foreign-owned enterprise registered in China. The Pledgee and Party C which is partiallyowned by the Pledgor have executed an Exclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, the Pledgee and thePledgor have executed an Exclusive Option Agreement (as defined below); the Pledgor has executed a Power of Attorney (as defined below) infavor of the Pledgee; 13.To ensure that Party C and the Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the ExclusiveOption Agreement and the Power of Attorney, the Pledgor hereby pledges to the Pledgee all of the equity interest that the Pledgor holds in PartyC as security for Party C’s and the Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreementand the Power of Attorney.To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 1.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by the Pledgor to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of thePledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or fromthe proceeds from the auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to RMB 500,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by thePledgor in Party C. 1.3Term of the Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Consulting and Management Services Agreement executed by and between Party Cand the Pledgee on June 1, 2018 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by andamong Party C, the Pledgee and the Pledgor on June 1, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on June 1,2018 by the Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of the Pledgor under the Exclusive Option Agreement, the Power of Attorney andthis Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement andthis Agreement. 1.6Secured Indebtedness: shall refer to RMB 500,000, as well as all the direct, indirect and derivative losses and losses of anticipated profits,suffered by the Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with thereasonable business plan and profit forecast of the Pledgee, the consulting and service fees payable to the Pledgee under the ExclusiveBusiness Cooperation Agreement, all expenses occurred in connection with enforcement by the Pledgee of the Pledgor’s and/or Party C’sContract Obligations and etc. 2 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1The Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that the Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, the Pledgee is entitled to receive dividends distributed on the Equity Interest. The Pledgor may receivedividends distributed on the Equity Interest only with prior written consent of the Pledgee. Dividends received by the Pledgor on EquityInterest after the deduction of individual income tax paid by the Pledgor shall be, as required by the Pledgee, (1) deposited into an accountdesignated and supervised by the Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and inpreference to making any other payment; or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee tothe extent permitted under the applicable PRC laws. 2.3The Pledgor may subscribe for a capital increase in Party C only with prior written consent of the Pledgee. Any equity interest obtained bythe Pledgor as a result of the Pledgor’s subscription of the increased registered capital of Party C shall also be deemed as Equity Interest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to the Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designated and supervised by thePledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment;or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee to the extent permitted under the applicablePRC laws. 3.Term of the Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed or all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall bebound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interestshall be registered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay SecuredIndebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of thisAgreement. 4.Custody of Records for Equity Interest subject to the Pledge 4.1During the Term of the Pledge set forth in this Agreement, the Pledgor shall deliver to the Pledgee’s custody the capital contributioncertificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of thisAgreement. The Pledgee shall have custody of such documents during the entire Term of the Pledge set forth in this Agreement. 5.Representations and Warranties of the Pledgor and Party CAs of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that: 5.1The Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants the Pledgor and Party C 6.1During the term of this Agreement, the Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1The Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of the Pledgee, except for the performance of theTransaction Documents; 6.1.2The Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and withinfive (5) days of receipt of any notice, order or recommendation issued or prepared by the competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with theaforementioned notice, order or recommendation or submit objections and representations with respect to the aforementionedmatters upon the Pledgee’s reasonable request or upon consent of the Pledgee; 6.1.3The Pledgor and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impacton the Equity Interest or any portion thereof, as well as any event or notice received by the Pledgor that may have an impact on anyguarantees and other obligations of the Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for the extension of the operation term within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2The Pledgor agrees that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not beinterrupted or harmed by the Pledgor or any heirs or representatives of the Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, the Pledgorhereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates,agreements, deeds and/or covenants required by the Pledgee. The Pledgor also undertakes to perform and to cause other parties who havean interest in the Pledge to perform actions required by the Pledgee, to facilitate the exercise by the Pledgee of its rights and authoritygranted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee ordesignee(s) of the Pledgee (natural persons/legal persons). The Pledgor undertakes to provide the Pledgee within a reasonable time with allnotices, the orders and decisions regarding the Pledge that are required by the Pledgee. 5 6.4The Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, thePledgor shall indemnify the Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed an Event of Default: 7.1.1The Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, the Pledgor and Party C shall immediately notify the Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in Section 7.1 has been successfully resolved to the Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, the Pledgee may issue a Noticeof Default to the Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance withthe provisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of theNotice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled toany rights or interests associated with the Equity Interest. 8.3After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measureunder the applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with theEquity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale ofthe Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing theEquity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any otherpayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person whohave rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with allexpenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionallydonate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paidin priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromthe auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party Cshall not raise any objection to such exercise. 8.7When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistanceto enable the Pledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If the Pledgor or Party C conducts any material breach of any term of this Agreement, the Pledgee shall have right to terminate thisAgreement and/or require the Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of thePledgee herein; 9.2The Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 10.Assignment 10.1Without the Pledgee’s prior written consent, the Pledgor and Party C shall not have the right to assign or delegate their rights andobligations under this Agreement. 10.2This Agreement shall be binding on the Pledgor and his/her successors and permitted assigns, and shall be valid with respect to the Pledgeeand each of its successors and assigns. 7 10.3At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of the Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 10.4In the event of change of the Pledgee due to assignment, the Pledgor and/or Party C shall, at the request of the Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the competent AIC. 10.5The Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of the Pledgor with respect to theEquity Interest pledged hereunder shall not be exercised by the Pledgor except in accordance with the written instructions of the Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by the Pledgor and Party C, the Pledgeeshall release the Pledge under this Agreement upon the Pledgor’s request as soon as reasonably practicable and shall assist the Pledgor inde-registering the Pledge from the shareholders’ register of Party C and with the competent PRC local administration for industry andcommerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.2Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 15.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 9 15.4For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party B: Xiaoliang LeiAddress: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party C: Hainan Miaoka Network Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 15.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 1019.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. The Pledgor, the Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. In the event there is any discrepancy between the Chinese and English versions, the Chinese version shall prevail.The Remainder of this page is intentionally left blank 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party A: Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Xiaoliang LeiBy: /s/ Xiaoliang LeiParty C: Hainan Miaoka Network Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 12Attachments: 1.Shareholders’ Register of Party C; 2.The Capital Contribution Certificate for Party C; 3.Exclusive Business Cooperation Agreement. 4.Exclusive Option Agreement 5.Power of Attorney 13Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd (hereinafter the “Pledgee”), a wholly-owned subsidiaries of wholly foreign ownedenterprise, organized and existing under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road,Huairou District, Beijing;Party B: Li Wang (hereinafter the “Pledgor”), a Chinese citizen with Chinese Identification No.: ***; andParty C: Hainan Miaoka Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectivelyreferred to as the “Parties”.Whereas: 1.The Pledgor is a citizen of China who as of the date hereof holds RMB 500,000 in the registered capital of Party C. Party C is a limited liabilitycompany registered in Hainan, China, engaging in development and operation of internet products. Party C acknowledges the respective rightsand obligations of the Pledgor and the Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;To ensure that Party C fully and timely pays the Secured Indebtedness and any or all of the payments under the Transaction Documents payableto the Pledgee, including but not limited to the management fees and service fees provided in the Transaction Documents (whether such feesbecome due and payable due to the arrival of the maturity date, advance payment requirements or any other reasons), the Pledgor hereby pledgesto the Pledgee all of the equity interest hereafter acquired by the Pledgor in Party C; 2.The Pledgee is a wholly-owned subsidiaries of wholly foreign-owned enterprise registered in China. The Pledgee and Party C which is partiallyowned by the Pledgor have executed an Exclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, the Pledgee and thePledgor have executed an Exclusive Option Agreement (as defined below); the Pledgor has executed a Power of Attorney (as defined below) infavor of the Pledgee; 13.To ensure that Party C and the Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the ExclusiveOption Agreement and the Power of Attorney, the Pledgor hereby pledges to the Pledgee all of the equity interest that the Pledgor holds in PartyC as security for Party C’s and the Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreementand the Power of Attorney.To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 1.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by the Pledgor to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of thePledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or fromthe proceeds from the auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to RMB 500,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by thePledgor in Party C. 1.3Term of the Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Consulting and Management Services Agreement executed by and between Party Cand the Pledgee on June 1, 2018 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by andamong Party C, the Pledgee and the Pledgor on June 1, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on June 1,2018 by the Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of the Pledgor under the Exclusive Option Agreement, the Power of Attorney andthis Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement andthis Agreement. 1.6Secured Indebtedness: shall refer to RMB 500,000, as well as all the direct, indirect and derivative losses and losses of anticipated profits,suffered by the Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with thereasonable business plan and profit forecast of the Pledgee, the consulting and service fees payable to the Pledgee under the ExclusiveBusiness Cooperation Agreement, all expenses occurred in connection with enforcement by the Pledgee of the Pledgor’s and/or Party C’sContract Obligations and etc. 2 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1The Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that the Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, the Pledgee is entitled to receive dividends distributed on the Equity Interest. The Pledgor may receivedividends distributed on the Equity Interest only with prior written consent of the Pledgee. Dividends received by the Pledgor on EquityInterest after the deduction of individual income tax paid by the Pledgor shall be, as required by the Pledgee, (1) deposited into an accountdesignated and supervised by the Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and inpreference to making any other payment; or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee tothe extent permitted under the applicable PRC laws. 2.3The Pledgor may subscribe for a capital increase in Party C only with prior written consent of the Pledgee. Any equity interest obtained bythe Pledgor as a result of the Pledgor’s subscription of the increased registered capital of Party C shall also be deemed as Equity Interest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to the Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designated and supervised by thePledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment;or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee to the extent permitted under the applicablePRC laws. 3.Term of the Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed or all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall bebound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interestshall be registered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay SecuredIndebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of thisAgreement. 4.Custody of Records for Equity Interest subject to the Pledge 4.1During the Term of the Pledge set forth in this Agreement, the Pledgor shall deliver to the Pledgee’s custody the capital contributioncertificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of thisAgreement. The Pledgee shall have custody of such documents during the entire Term of the Pledge set forth in this Agreement. 5.Representations and Warranties of the Pledgor and Party CAs of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that: 5.1The Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants the Pledgor and Party C 6.1During the term of this Agreement, the Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1The Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of the Pledgee, except for the performance of theTransaction Documents; 6.1.2The Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and withinfive (5) days of receipt of any notice, order or recommendation issued or prepared by the competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with theaforementioned notice, order or recommendation or submit objections and representations with respect to the aforementionedmatters upon the Pledgee’s reasonable request or upon consent of the Pledgee; 6.1.3The Pledgor and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impacton the Equity Interest or any portion thereof, as well as any event or notice received by the Pledgor that may have an impact on anyguarantees and other obligations of the Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for the extension of the operation term within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2The Pledgor agrees that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not beinterrupted or harmed by the Pledgor or any heirs or representatives of the Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, the Pledgorhereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates,agreements, deeds and/or covenants required by the Pledgee. The Pledgor also undertakes to perform and to cause other parties who havean interest in the Pledge to perform actions required by the Pledgee, to facilitate the exercise by the Pledgee of its rights and authoritygranted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee ordesignee(s) of the Pledgee (natural persons/legal persons). The Pledgor undertakes to provide the Pledgee within a reasonable time with allnotices, the orders and decisions regarding the Pledge that are required by the Pledgee. 5 6.4The Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, thePledgor shall indemnify the Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed an Event of Default: 7.1.3The Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.4Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, the Pledgor and Party C shall immediately notify the Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in Section 7.1 has been successfully resolved to the Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, the Pledgee may issue a Noticeof Default to the Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance withthe provisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of theNotice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled toany rights or interests associated with the Equity Interest. 8.3After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measureunder the applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with theEquity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale ofthe Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing theEquity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any otherpayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person whohave rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with allexpenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionallydonate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paidin priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromthe auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party Cshall not raise any objection to such exercise. 8.7When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistanceto enable the Pledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If the Pledgor or Party C conducts any material breach of any term of this Agreement, the Pledgee shall have right to terminate thisAgreement and/or require the Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of thePledgee herein; 9.2The Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 10.Assignment 10.1Without the Pledgee’s prior written consent, the Pledgor and Party C shall not have the right to assign or delegate their rights andobligations under this Agreement. 10.2This Agreement shall be binding on the Pledgor and his/her successors and permitted assigns, and shall be valid with respect to the Pledgeeand each of its successors and assigns. 7 10.3At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of the Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 10.4In the event of change of the Pledgee due to assignment, the Pledgor and/or Party C shall, at the request of the Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the competent AIC. 10.5The Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of the Pledgor with respect to theEquity Interest pledged hereunder shall not be exercised by the Pledgor except in accordance with the written instructions of the Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by the Pledgor and Party C, the Pledgeeshall release the Pledge under this Agreement upon the Pledgor’s request as soon as reasonably practicable and shall assist the Pledgor inde-registering the Pledge from the shareholders’ register of Party C and with the competent PRC local administration for industry andcommerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.2Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 15.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 9 15.4For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party B: Li WangAddress: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party C: Hainan Miaoka Network Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 15.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 1019.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. The Pledgor, the Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. In the event there is any discrepancy between the Chinese and English versions, the Chinese version shall prevail.The Remainder of this page is intentionally left blank 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party A: Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Li WangBy: /s/ Li WangParty C: Hainan Miaoka Network Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 12Attachments: 6.Shareholders’ Register of Party C; 7.The Capital Contribution Certificate for Party C; 8.Exclusive Business Cooperation Agreement. 9.Exclusive Option Agreement 10.Power of Attorney 13Exhibit 4.31Business Operation AgreementThis Business Operation Agreement (this “Agreement”), dated as of June 1, 2018, is made by and among the following parties: Party A:Beijing Yiliulinger Information Technology Co., Ltd.Address:Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, BeijingLegal representative:Xiaoliang Lei Party B:Hainan Yilingliuer Network Technology Co., Ltd.Address:Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,HainanLegal representative:Xiaoliang LeiParty C:Xiaoliang Lei(ID Card No. ***)Address:20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC Li Wang(ID Card No. ***)Address:20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC(Individually a “Party”; collectively the “Parties”)WHEREAS: A.Party A is a wholly-owned subsidiaries of wholly foreign-owned enterprise incorporated and validly existing in the People’s Republic of China(the “PRC”); B.Party B is a limited liability company incorporated in the PRC and engaged in technology related investment consultation etc.; C.Party A and Party B have established business relation by entering into a certain Exclusive Consulting and Management Services Agreement,under which Party B will make various payments to Party A and therefore Party B’s activities in its ordinary course of business will have materialeffect upon its ability to make relevant payment to Party A; and D.Each of the Party C is a shareholder of Party B (collectively, the “Founding Shareholders”), in which each of Xiaoliang LEI and Li Wang holds50% and 50% of Party B, respectively.NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows: 1.Negative ObligationsIn order to guarantee the performance by Party B of the agreement entered into by and between Party A and Party B and all of Party B’s obligationstowards Party A, the Founding Shareholders hereby acknowledge, agree and jointly warrants that without prior written consent of Party A or any partydesignated by Party A, Party B shall not engage in any transaction which may have material or adverse effect on any of its assets, businesses,employees, obligations, rights or operations, including without limitation: 1.1Conduct of any activity outside its ordinary course of business or in a manner inconsistent with its past practice; 11.2Making any borrowing or undertaking any indebtedness from any third party; 1.3Change or removal of any of its directors or senior officers; 1.4Sale, acquisition or any other disposal of any assets or rights, including without limitation any intellectual property rights, with any third party; 1.5Creation of any guarantee or any other security on any of its assets or intellectual properties in favor of any third party, or creation of anyencumbrance on any of its assets; 1.6Change of its articles of association or its scope of business; 1.7Change of its ordinary course of business or any of its material bylaws; 1.8Transfer any of its rights or obligations under this Agreement to any third party; 1.9Making any material change to its business pattern, marketing strategy, business plan or customer relationship; and 1.10Distribution of any bonus or dividend. 2.Business Management and Human Resources Arrangement 2.1Party B and the Founding Shareholders hereby jointly agree to accept and strictly implement any proposal made by Party A from time to timeregarding employment and removal of Party B’s employees, day-to-day business management and financial management system of Party B. 2.2Party B and the Founding Shareholders hereby jointly agree that the Founding Shareholders elect or appoint, as applicable, any persondesignated by Party A as Party B’s director, chairman, president, chief financial officer and any other executive officers in accordance withrelevant laws, regulations and its articles of association. 2.3Upon termination of his or her employment with Party A, either voluntarily or by Party A, each of the directors or senior officers elected orappointed under Section 2.2 will be simultaneously disqualified to hold any position in Party B; under such circumstance, the FoundingShareholders will elect any other person designated by Party A for such position. 2.4For purpose of Section 2.3, the Founding Shareholders will take any actions required under relevant laws, articles of association and thisAgreement to effect the employment and termination provided under Sections 2.2 and 2.3. 2.5The Founding Shareholders hereby agree that in conjunction with execution of this Agreement, they will execute an irrevocable power ofattorney authorizing Party A to exercise their respective rights as shareholders of Party B and respective voting rights at Party B’s shareholdersmeeting. 3.Other Agreements 3.1Upon termination or expiration of any agreement between Party A and Party B, Party A may elect to terminate all of its agreements with Party B,including without limitation the Exclusive Consulting and Management Services Agreement. 23.2Considering the business relationship established between Party A and Party B based on the executed Exclusive Consulting and ManagementServices Agreement, Party B’s activities in its ordinary course of business will have material effect upon its ability to make relevant payment toParty A. The Founding Shareholders agree that any bonus, dividend or any other benefit or interest receivable by it as shareholder of Party B willbe unconditionally and automatically paid or transferred to Party A. 4.All Agreements and Amendments 4.1This Agreement and all of the agreements and/or documents referred to or expressly included herein constitute entire agreements among theParties with respect to the subject matter hereof and supersede all prior agreements, contracts, understandings and communications, written ororal, among the Parties with respect to the same. 4.2This Agreement may not be amended unless by agreement of the Parties in writing. Any amendment or supplement hereto duly executed by theParties shall be an integral part of and have the same effect with this Agreement. 5.Governing LawThe execution, validity, performance of this Agreement and resolution of any dispute arising from this Agreement shall be governed by the laws of thePRC. 6.Dispute Resolution 6.1Should any dispute arise in connection with construction or performance of any provision under this Agreement, the Parties shall seek in goodfaith to resolve such dispute through negotiations. If the negotiations fail, any of the Parties may submit the dispute to Beijing ArbitrationCommission for arbitration in accordance with its arbitration rules then in effect. The arbitration will be in Chinese. The arbitral award shall befinal and binding on each of the Parties. 6.2Except for the matter under dispute, each of the Parties shall continue to perform its obligations under this Agreement in good faith. 7.NoticesAll notices made by each of the Parties to exercise any of its rights or perform any of its obligations hereunder shall be in writing and given to thefollowing address in person, by registered mail, prepaid mail, recognized courier service, or by fax. To Party A:Beijing Yiliulinger Information Technology Co., Ltd.Address:20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone:+86 10-57310567Attention:Xiaolaing Lei To Party B:Hainan Yilingliuer Network Technology Co., Ltd.Address:20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone:+86 10-57310567Attention:Xiaolaing LeiTo Party C:Xiaolaing LeiAddress:20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone:+86 10-57310567Attention:Xiaolaing Lei 3Li WangAddress:20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone:+86 10-57310567Attention:Li Wang 8.Effectiveness, Term and other terms of this Agreement 8.1Any written consent, proposal, appointment and any other decision in connection with this Agreement which has material effect on Party B’sday-to-day business operations shall be made by Party A’s board of shareholders. 8.2This Agreement shall become effective upon execution by each of the Parties on the date first written above. The term of this Agreement will beten (10) years unless early terminated by Party A. Upon request from Party A, the Parties may extend the term of this Agreement prior to itsexpiration or enter into a separate business agreement, each as requested by Party A. 8.3During the term of this Agreement, none of Party B or Founding Shareholders may terminate this Agreement. Party A shall have the right toterminate this Agreement at any time with notice to Party B and its Shareholders in writing. 8.4If any term or provision hereof is found illegal or unenforceable under applicable laws, such term or provision shall be deemed deleted from thisAgreement without any effect, and the remainder of this Agreement shall remain in force and effect as if such term or provision had never beencontained herein. The Parties shall negotiate to replace such deleted term or provision with a lawful and valid term or provision acceptable toeach of the Parties. 8.5Failure to exercise any right, power or privilege hereunder shall not be deemed as waiver thereof. Any single or partial exercise of any right,power or privilege hereunder shall not preclude exercise of any other right, power or privilege under this Agreement.IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first writtenabove.(The Remainder of this page is intentionally left blank) 4This is the Signature Page of Business Operation Agreement between Beijing Yiliulinger Information Technology Co., Ltd., Hainan YilingliuerNetwork Technology Co., Ltd., Xiaoliang Lei and Li Wang) Party A: Beijing Yiliulinger Information Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Title: Legal representativeParty B: Hainan Yilingliuer Network Technology Co., Ltd.By: /s/ Xiaoliang Lei /common seal/Title: Legal representativeParty C: Xiaoliang LeiBy: /s/ Xiaoliang LeiLi WangBy: /s/ Li Wang 5Confirmation LetterWHEREAS: (1)Beijing Yiliulinger Information Technology Co., Ltd., Hainan Yilingliuer Network Technology Co., Ltd. (“Momo Technology”), Yan TANG,Yong LI, Xiaoliang LEI, Zhiwei LI, Beijing Jingwei Meichuang Technology Co., Ltd. (“Jingwei”) and Shanghai Zihui Investment ManagementCo., Ltd. (“Zihui”) have entered into a Business Operation Agreement (the “Business Agreement”) dated June 1, 2018. (2)Upon execution of the Business Agreement, each of Yan TANG, Yong LI, Jingwei, Zihui, Xiaoliang LEI and Zhiwei LI holds 52%, 16%, 10%,10%, 6.4% and 5.6% of Momo Technology, respectively. (3)Each of Jingwei and Zihui has transferred to Yan TANG the 10% equity interests of Momo Technology held by him and, upon completion ofsuch transfer, Yan TANG will hold 72% equity interests of Momo Technology.NOW, THEREFORE:The undersigned, Yan TANG (ID Card No. ***), hereby acknowledges that my ownership of 72% equity interests of Momo Technology issubject to the terms and conditions of the Business Agreement and I, in my capacity as a shareholder of Momo Technology, will be subject to theobligations provided under the Business Agreement, each with the view to ensuring due performance of the Business Agreement.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 6(Signature page)Yan TANG/s/ Yan TANGDate: June 9, 2014 7Exhibit 4.32Power of AttorneyI, Xiaoliang Lei, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder ofRMB5,000,000 in the registered capital of Hainan Yilingliuer Network Technology Co., Ltd. (the “Company”) as of the date when the Power ofAttorney is executed, hereby irrevocably authorize Beijing Yiliulinger Information Technology Co., Ltd. (the “Yiliulinger”) to exercise the followingrights relating to all equity interests held by me now and in the future in the Company (“My Shareholding”) during the term of this Power of Attorney:The Yiliulinger is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning MyShareholding, including without limitation to: 1) attending shareholders’ meetings of the Company; 2) exercising all the shareholder’s rights andshareholder’s voting rights I am entitled to under the laws of China and the Company Articles of Association, including but not limited to the sale,transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative,directors, supervisors, chief executive officer and other senior management members of the Company.Without limiting the generality of the powers granted hereunder, the Yiliulinger shall have the power and authority to, on behalf of myself,execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the Yiliulinger and theCompany on June 1, 2018 and the Equity Pledge Agreement entered into by and among me, the Yiliulinger and the Company on June 1, 2018(including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the TransactionDocuments.All the actions associated with My Shareholding conducted by the Yiliulinger shall be deemed as my own actions, and all the documents relatedto My Shareholding executed by the Yiliulinger shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/ordocuments by the Yiliulinger.The Yiliulinger is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to me or obtaining my consent. If required by PRC laws, the Yiliulinger shall designate a PRC citizen to exercise theaforementioned rights.During the period that I am a shareholder of the Company, this Power of Attorney shall be irrevocable and continuously effective and valid fromthe date of execution of this Power of Attorney.During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to theYiliulinger through this Power of Attorney, and shall not exercise such rights by myself. 1This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity. Xiaoliang LeiBy: /s/ Xiaoliang LeiJune 1, 2018 2Accepted byBeijing Yiliulinger Information Technology Co., Ltd. By: /s/ Xiaoliang Lei/ /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeAcknowledged by:Hainan Yilingliuer Network Technology Co., Ltd. By: /s/ Xiaoliang Lei/ /common seal/Name: Xiaoliang LeiTitle: Legal Representative 3Power of AttorneyI, Wang Li, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB5,000,000in the registered capital of Hainan Yilingliuer Network Technology Co., Ltd. (the “Company”) as of the date when the Power of Attorney is executed,hereby irrevocably authorize Beijing Yiliulinger Information Technology Co., Ltd. (the “Yiliulinger”) to exercise the following rights relating to allequity interests held by me now and in the future in the Company (“My Shareholding”) during the term of this Power of Attorney:The Yiliulinger is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning MyShareholding, including without limitation to: 1) attending shareholders’ meetings of the Company; 2) exercising all the shareholder’s rights andshareholder’s voting rights I am entitled to under the laws of China and the Company Articles of Association, including but not limited to the sale,transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative,directors, supervisors, chief executive officer and other senior management members of the Company.Without limiting the generality of the powers granted hereunder, the Yiliulinger shall have the power and authority to, on behalf of myself,execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the Yiliulinger and theCompany on June 1, 2018 and the Equity Pledge Agreement entered into by and among me, the Yiliulinger and the Company on June 1, 2018(including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the TransactionDocuments.All the actions associated with My Shareholding conducted by the Yiliulinger shall be deemed as my own actions, and all the documents relatedto My Shareholding executed by the Yiliulinger shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/ordocuments by the Yiliulinger.The Yiliulinger is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to me or obtaining my consent. If required by PRC laws, the Yiliulinger shall designate a PRC citizen to exercise theaforementioned rights.During the period that I am a shareholder of the Company, this Power of Attorney shall be irrevocable and continuously effective and valid fromthe date of execution of this Power of Attorney.During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to theYiliulinger through this Power of Attorney, and shall not exercise such rights by myself. 4This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity. Wang LiBy: /s/ Wang LiJune 1 , 2018 5Accepted byBeijing Yiliulinger Information Technology Co., Ltd. By: /s/ Xiaoliang Lei/ /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeAcknowledged by:Hainan Yilingliuer Network Technology Co., Ltd. By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 6Exhibit 4.33EXCLUSIVE COOPERATIONAGREEMENTHainan Yilingliuer Network Technology Co., Ltd.andBeijing Yiliulinger Information Technology Co., Ltd. 1EXCLUSIVE COOPERATION AGREEMENTThis Service Agreement (“Agreement”), effective on June 1, 2018 (“Effective Date”), is concluded by and between Hainan Yilingliuer NetworkTechnology Co., Ltd. (“Yilingliuer Network”), a company incorporated under the laws of the People’s Republic of China, with its principal place ofbusiness at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District, Hainan andBeijing Yiliulinger Information Technology Co., Ltd. (“Yiliulinger”), a company incorporated under the laws of the People’s Republic of China, withits principal place of business at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing (each “a Party” and collectively, “theParties”).BACKGROUNDWhereas, Yilingliuer Network is responsible for Investment Consulting Services in China.Whereas, Yilingliuer Network acquires the consultation of the investment project in supplemental agreements to this Agreement from Yiliulinger.Whereas, this Agreement sets forth the terms and conditions under which Yiliulinger as agreed to provide, and Yilingliuer Network has agreed toreceive, the Licensing and the Services;Whereas, the capitalized terms used and not otherwise defined in these recitals are defined in Article 1 of this Agreement;Now, therefore, in consideration of the mutual promises, covenants, conditions and terms set forth herein, the Parties agree as follows:1 DEFINITIONS.Capitalized terms used in this Agreement have the meanings set forth in this Article 1 or as otherwise defined in the context of the provision.“Effective Date” is June 1, 2018.“Governing Laws” is defined in Section 6.a.“Services” means investment consulting services to be provided by Yiliulinger to Yilingliuer Network under this Agreement. Investment Consultingservices include: (i) marketing and advertising services; (ii) sales and payment channel management and development; (iii) administrative servicesincluding legal, finance, HR and administration; and (iv) other services as the Parties may agree from time to time. 2“Service Fee” is defined in Section 4.“Term” is defined in Section 2.a.2 TERM AND TERMINATION. a.Term. The term of this Agreement will begin on the Effective Date and will remain effective for ten (10) years. After the effective period,Yiliulinger may decide if this Agreement will be renewed and how long it will be renewed for (“Term”). b.Termination for Convenience. Yiliulinger may terminate this Agreement upon thirty (30）days’ written notice. Yilingliuer Network shallnot terminate this Agreement under any circumstances. c.Prior Agreements. This Agreement supersedes and terminates any and all prior agreements or contracts, oral or written, entered into betweenThe Parties relating to the subject matter thereof.3 EXCLUSIVE COOPERATION AND INTELLECTUAL PROPERTY RIGHTS. a.During the Term, Yiliulinger shall provide the Services to Yilingliuer Networkas agreed by the Parties from time to time. WithoutYiliulinger.’s consent, Yilingliuer Network is not entitled to the right to engage any other third parties to perform any services similar tothe Licensing or the Services. b.Yiliulinger reserves all the intellectual property rights developed under this agreement, including but not limited to copyright, patent right,right of patent application, knowhow, business secret, etc.4 SERVICE FEE AND PAYMENT. a.Pursuant to this Agreement and Yilingliuer Network’s request from time to time, Yiliulinger provides Yilingliuer Network with theServices. Yilingliuer Network intends to pay Yiliulinger a level of compensation commensurate with the value of the Services it provides,which are essential and fundamental to the economic success or failure of Yilingliuer Network’s business in China. 3 b.To ensure the high quality of the Licensing and the Services, Yiliulinger agrees to be compensated for the Licensing and the Services onlyif Yilingliuer Network achieves a level of operating profit above a certain rate, initially agreed to be three point five percent (3.5%)(“Expected Profit Rate””) of total revenue derived by Yiliulinger for operating the App in China. The Service Fee will be calculated suchthat after it is paid, Yilingliuer Network’s operating profit rate will not be lower than the Expected Profit Rate (“Service Fee””). IfYilingliuer Network achieves a level of operating profit above the Expected Profit Rate, the excess profit will be paid to Yiliulinger in theform of Service Fee. The calculation methodology of the Service Fee will be set forth in supplemental agreements to this Agreement. IfYilingliuer Network is unable to achieve the Expected Profit Rate due to Yiliulinger.’s failure in providing the high quality services,Yiliulinger will not be entitled to any Service Fee. The Parties agree to review the Expected Profit Rate from time to time.Operating profit rate = (Revenues-Cost of revenues-Sales tax and surcharges –Sales expense-G&A expense-R&D expense) /Revenues. c.Payments Due. Payment notice for the Service Fee shall be presented on a monthly basis. The Parties agrees to pay the total amounts shownas due within sixty (60) days from the end of such month. The Parties agrees to pay or offset the payments from time to time, as requestedby either Party. d.Currency. All computations and payments made pursuant to this Article 4 shall be in Chinese RMB. A netting of any amount payableunder this Agreement against existing accounts payable and accounts receivable shall be an acceptable manner of payment. effective as ofthe date of the netting on the books of the Parties. e.Retrospection. The Parties agree the Service Fee defined in this Section shall be retrospective to the Parties from the date June 1, 2018.5 TAXES. a.Yiliulinger’s Tax Responsibility. Yiliulinger is liable for any value-added tax, excise tax, tariff, duty or any other similar tax imposed byany governmental authority arising from the performance of Services under this Agreement. b.Yilingliuer Tech’s Tax Responsibility. Yilingliuer Network is liable for any value-added tax. excise tax, tariff, duty or any other similar taximposed by any governmental authority arising from its performance of this Agreement. 46 COMPLIANCE WITHLAWS. a.Compliance. Each Party will perform its obligations under this Agreement in a manner that complies with all laws applicable to that Party’sbusiness. Without limiting the foregoing, the Parties will respectively identify and comply with all laws applicable to the Parties including:(a) laws requiring the procurement of inspections, certificates and approvals needed to perform the Services, and (b) laws regardinghealthcare, workplace safety, immigration ,labor standars, wage and hour laws, insurance, data protection and privacy ( collectively,“Governing Laws’ ) b.Change in Law. The Parties will work together to identify the effect of changes in laws on this Agreement, and will promptly discuss thechanges to the terms and provisions of this Agreement, if any, required to comply with all laws.7 CONSTRUCTION. a.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, then the remainingprovisions of this Agreement. If capable of substantial performance, will remain in full force and effect. b.Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the People’s Republic of China withoutregard to conflict of laws principles. c.Resolution of Disputes. This Agreement shall be governed by the laws of the People’s Republic of China. All the disputes arising from theconclusion, performance or interpretation of this Agreement shall be settled by the Parties through consultation.If the consultation fails, the disputes shall be referred to China International economic and Trade Arbitration Commission for arbitration.The place of arbitration shall be in Beijing. The arbitral award shall be final and binding upon both Parties. 5Each of Yiliulinger and Yilingliuer Network has caused this Agreement to be signed and delivered by its duly authorized representative to be effectiveas of the Effective Date. By: /s/ Xiaoliang Lei /common seal/ By: /s/ Xiaoliang Lei /common seal/Title: Legal Representative Title: Legal Representative For and on behalf of For and on behalf of Hainan Yilingliuer Network Technology Co., Ltd. Beijing Yiliulinger Information Technology Co., Ltd. 6Supplemental AgreementParty A: Hainan Yilingliuer Network Technology Co., Ltd.Address: Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District, Hainan, P.R.ChinaParty B: Beijing Yiliulinger Information Technology Co., Ltd.Address: Room 305, 3F, Building 4, East Kaifang Road, Huairou District, Beijing, P.R.ChinaAn Exclusive Cooperation Agreement (“the Agreement”) was concluded between Party A and Party B (“the Parties”) on June 1,2018. The Parties agreeon this supplemental agreement in accordance with the Contract Law of the PRC and other relevant laws and regulations for mutual benefit. 1.Supplementary TermsAccording to Section 1 of the Agreement, Party B agrees to provide investment consulting services to Party A starting from the effective date ofthis supplemental agreement. Investment 2.Above are the supplementary terms to the Agreement. The Parties shall still comply with the terms of the Agreement concluded on June 1 ,2018,which will not be affected by the supplemental agreement. 3.This supplemental agreement is an indivisible part of the Agreement concluded by the Parties on June 1, 2018. This supplemental agreement ismade out in two (2) sets of originals with equal validity. Party A and Party B each have one of the originals. By signing below, the Parties agreeto the terms of this supplemental agreement effective from the date of signature. 7By: /s/ Xiaoliang Lei /common seal/ By: /s/ Xiaoliang Lei /common seal/Title: Legal Representative Title: Legal Representative For and on behalf of For and on behalf of Hainan Yilingliuer Network Technology Co., Ltd. Beijing Yiliulinger Information Technology Co., Ltd. 8Exhibit 4.34Exclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 1, 2018 in Beijing, the People’sRepublic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd., a wholly-owned subsidiaries of wholly foreign owned enterprise, organized andexisting under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing;Party B: Xiaoliang Lei, a Chinese citizen with Identification No.:***; andParty C: Hainan Yilingliuer Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Party B is a shareholder of Party C and as of the date hereof holds RMB 5,000,000 in the registered capital of Party C. 2.Party B agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart equity interest held by Party B in Party C. 3.Party C agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart of the assets of Party C.Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement: 1.Sale and Purchase of Equity Interest and Asssets 1.1Equity Interest Purchase OptionParty B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole atParty A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.1.2 herein (such rightbeing the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of theEquity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,enterprises, trusts or non-corporate organizations. 1 1.1.1Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. 1.1.2Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). 1.1.3Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.1.3.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.1.3.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.1.3.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 2 1.1.3.4The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licensesand permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of theOptioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, thirdparty’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Powerof Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment andrestatement thereto. 1.2Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtainand maintain all necessary government licenses and permits by prudently and effectively operating its business and handling itsaffairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 5,000,000, or allow the encumbrance thereon of any security interest; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 5,000,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party C’s assets, business or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 4 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B hereby covenants as follows: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 5 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8Party B hereby waives its right of first refusal to the transfer of equity interest by any other shareholder of Party C to Party A (if any),and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement,the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, and accepts not to take any action in conflict with such documents executed by theother shareholders; 2.2.9Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated byParty A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of the transfer ofthe Optioned Interests, that: 3.1They have the power, capacity and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the competent government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets ofParty C or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Resolution of Disputes 5.1Governing LawThe execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of the PRC. 7 5.2Methods of Resolution of DisputesIn the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 6.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the dateof receipt or refusal at the address specified for notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party B: Xiaoliang Lei Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party C: Hainan Yilingliuer Network Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 8 7.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through thereceiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of anystock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors,employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,employees, legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 911.Miscellaneous 11.1Amendments, changes and supplementsAny amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 11.2Entire agreementExcept for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English language in three copies, each Party having one copy. The Chinese version andEnglish version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effectof such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 10 11.7Survival 11.7.1Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreementshall survive the expiration or early termination thereof. 11.7.2The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement. 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date firstabove written. Party A: Beijing Yiliulinger Information TechnologyCo., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative Party B: Xiaoliang LeiBy: /s/ Xiaoliang LeiParty C: Hainan Yilingliuer Network Technology Co.,Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeExclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 1, 2018 in Beijing, the People’sRepublic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd., a wholly-owned subsidiaries of wholly foreign owned enterprise, organized andexisting under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing;Party B: Wang Li, a Chinese citizen with Identification No.: ***; andParty C: Hainan Yilingliuer Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Party B is a shareholder of Party C and as of the date hereof holds RMB 5,000,000 in the registered capital of Party C. 2.Party B agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart equity interest held by Party B in Party C. 3.Party C agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart of the assets of Party C.Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement: 1.Sale and Purchase of Equity Interest and Asssets 1.1Equity Interest Purchase OptionParty B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole atParty A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.1.2 herein (such rightbeing the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of theEquity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,enterprises, trusts or non-corporate organizations. 1 1.1.1Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. 1.1.2Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). 1.1.3Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.1.3.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.1.3.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.1.3.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 2 1.1.3.4The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licensesand permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of theOptioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, thirdparty’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Powerof Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment andrestatement thereto. 1.2Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtainand maintain all necessary government licenses and permits by prudently and effectively operating its business and handling itsaffairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 5,000,000, or allow the encumbrance thereon of any security interest; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 5,000,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party C’s assets, business or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 4 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B hereby covenants as follows: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 5 2.2.8Party B hereby waives its right of first refusal to the transfer of equity interest by any other shareholder of Party C to Party A (if any),and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement,the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, and accepts not to take any action in conflict with such documents executed by theother shareholders; 2.2.9Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated byParty A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of the transfer ofthe Optioned Interests, that: 3.1They have the power, capacity and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the competent government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets ofParty C or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Resolution of Disputes 5.1Governing LawThe execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of the PRC. 5.2Methods of Resolution of DisputesIn the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 76.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the dateof receipt or refusal at the address specified for notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party B: Li Wang Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party C: Hainan Yilingliuer Network Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 8 7.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through thereceiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of anystock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors,employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,employees, legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 11.Miscellaneous 11.1Amendments, changes and supplementsAny amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 9 11.2Entire agreementExcept for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English language in three copies, each Party having one copy. The Chinese version andEnglish version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effectof such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 11.7Survival 11.7.1Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreementshall survive the expiration or early termination thereof. 11.7.2The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement. 10 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first abovewritten. Party A: Beijing Yiliulinger Information TechnologyCo., Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Li WangBy: /s/ Li WangParty C: Hainan Yilingliuer Network Technology Co.,Ltd.By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeExhibit 4.35CONFIRMATION LETTERAs a shareholder of Hainan Yilingliuer Network Technology Co., Ltd. (the “Company”), I hereby confirm, represent and guarantee that my successor,guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company held by myselfupon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, in anymanner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractual agreements(including the Equity Interest Pledge Agreement, the Power of Attorney, Exclusive Option Agreement which were executed by myself on June 1 , 2018,as well as the Exclusive Consulting and Management Services Agreement and the Business Operation Agreement which were executed by myself onJune 1, 2018) (the “Contractual Agreements”). I further confirm and undertake that the Contractual Agreements and all of my rights and obligationsthereunder shall be equally effective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow Beijing Yiliulinger Information Technology Co., Ltd. to operate the business operated by the Company (which includes but not limited to thebusiness of Network Information Service) without the Contractual Agreements. Subject to the applicable PRC laws, I shall return to the BeijingYiliulinger Information Technology Co., Ltd. or the entity designated by Beijing Yiliulinger Information Technology Co., Ltd. any consideration Ireceive from Beijing Yiliulinger Information Technology Co., Ltd. for its acquisition of the equity interest of Company at the time when theContractual Agreements are terminated. /s/ Xiaoliang LeiDate: June 1 , 2018CONFIRMATION LETTERAs a shareholder of Hainan Yilingliuer Network Technology Co., Ltd. (the “Company”), I hereby confirm, represent and guarantee that my successor,guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company held by myselfupon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, in anymanner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractual agreements(including the Equity Interest Pledge Agreement, the Power of Attorney, Exclusive Option Agreement which were executed by myself on June 1 , 2018,as well as the Exclusive Consulting and Management Services Agreement and the Business Operation Agreement which were executed by myself onJune 1, 2018) (the “Contractual Agreements”). I further confirm and undertake that the Contractual Agreements and all of my rights and obligationsthereunder shall be equally effective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow Beijing Yiliulinger Information Technology Co., Ltd. to operate the business operated by the Company (which includes but not limited to thebusiness of Network Information Service) without the Contractual Agreements. Subject to the applicable PRC laws, I shall return to the BeijingYiliulinger Information Technology Co., Ltd. or the entity designated by Beijing Yiliulinger Information Technology Co., Ltd. any consideration Ireceive from Beijing Yiliulinger Information Technology Co., Ltd. for its acquisition of the equity interest of Company at the time when theContractual Agreements are terminated. /s/ Wang LiDate: June 1 , 2018Exhibit 4.36Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd (hereinafter the “Pledgee”), a wholly-owned subsidiaries of wholly foreign ownedenterprise, organized and existing under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road,Huairou District, Beijing;Party B: Xiaoliang Lei (hereinafter the “Pledgor”), a Chinese citizen with Chinese Identification No.: ***; andParty C: Hainan Yilingliuer Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectivelyreferred to as the “Parties”.Whereas: 1.The Pledgor is a citizen of China who as of the date hereof holds RMB 5,000,000 in the registered capital of Party C. Party C is a limited liabilitycompany registered in Hainan, China, engaging in investment consultation. Party C acknowledges the respective rights and obligations of thePledgor and the Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge; To ensure that Party Cfully and timely pays the Secured Indebtedness and any or all of the payments under the Transaction Documents payable to the Pledgee,including but not limited to the management fees and service fees provided in the Transaction Documents (whether such fees become due andpayable due to the arrival of the maturity date, advance payment requirements or any other reasons), the Pledgor hereby pledges to the Pledgeeall of the equity interest hereafter acquired by the Pledgor in Party C; 2.The Pledgee is a wholly-owned subsidiaries of wholly foreign-owned enterprise registered in China. The Pledgee and Party C which is partiallyowned by the Pledgor have executed an Exclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, the Pledgee and thePledgor have executed an Exclusive Option Agreement (as defined below); the Pledgor has executed a Power of Attorney (as defined below) infavor of the Pledgee; 13.To ensure that Party C and the Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the ExclusiveOption Agreement and the Power of Attorney, the Pledgor hereby pledges to the Pledgee all of the equity interest that the Pledgor holds in PartyC as security for Party C’s and the Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreementand the Power of Attorney.To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 1.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by the Pledgor to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of thePledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or fromthe proceeds from the auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to RMB 5,000,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by thePledgor in Party C. 1.3Term of the Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Consulting and Management Services Agreement executed by and between Party Cand the Pledgee on June 1, 2018 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by andamong Party C, the Pledgee and the Pledgor on June 1, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on June 1,2018 by the Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of the Pledgor under the Exclusive Option Agreement, the Power of Attorney andthis Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement andthis Agreement. 1.6Secured Indebtedness: shall refer to RMB 5,000,000, as well as all the direct, indirect and derivative losses and losses of anticipated profits,suffered by the Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with thereasonable business plan and profit forecast of the Pledgee, the consulting and service fees payable to the Pledgee under the ExclusiveBusiness Cooperation Agreement, all expenses occurred in connection with enforcement by the Pledgee of the Pledgor’s and/or Party C’sContract Obligations and etc. 2 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1The Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that the Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, the Pledgee is entitled to receive dividends distributed on the Equity Interest. The Pledgor may receivedividends distributed on the Equity Interest only with prior written consent of the Pledgee. Dividends received by the Pledgor on EquityInterest after the deduction of individual income tax paid by the Pledgor shall be, as required by the Pledgee, (1) deposited into an accountdesignated and supervised by the Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and inpreference to making any other payment; or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee tothe extent permitted under the applicable PRC laws. 2.3The Pledgor may subscribe for a capital increase in Party C only with prior written consent of the Pledgee. Any equity interest obtained bythe Pledgor as a result of the Pledgor’s subscription of the increased registered capital of Party C shall also be deemed as Equity Interest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to the Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designated and supervised by thePledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment;or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee to the extent permitted under the applicablePRC laws. 3.Term of the Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed or all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall bebound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interestshall be registered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay SecuredIndebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of thisAgreement. 4.Custody of Records for Equity Interest subject to the Pledge 4.1During the Term of the Pledge set forth in this Agreement, the Pledgor shall deliver to the Pledgee’s custody the capital contributioncertificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of thisAgreement. The Pledgee shall have custody of such documents during the entire Term of the Pledge set forth in this Agreement. 5.Representations and Warranties of the Pledgor and Party CAs of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that: 5.1The Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants the Pledgor and Party C 6.1During the term of this Agreement, the Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1The Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of the Pledgee, except for the performance of theTransaction Documents; 6.1.2The Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and withinfive (5) days of receipt of any notice, order or recommendation issued or prepared by the competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with theaforementioned notice, order or recommendation or submit objections and representations with respect to the aforementionedmatters upon the Pledgee’s reasonable request or upon consent of the Pledgee; 6.1.3The Pledgor and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impacton the Equity Interest or any portion thereof, as well as any event or notice received by the Pledgor that may have an impact on anyguarantees and other obligations of the Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for the extension of the operation term within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2The Pledgor agrees that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not beinterrupted or harmed by the Pledgor or any heirs or representatives of the Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, the Pledgorhereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates,agreements, deeds and/or covenants required by the Pledgee. The Pledgor also undertakes to perform and to cause other parties who havean interest in the Pledge to perform actions required by the Pledgee, to facilitate the exercise by the Pledgee of its rights and authoritygranted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee ordesignee(s) of the Pledgee (natural persons/legal persons). The Pledgor undertakes to provide the Pledgee within a reasonable time with allnotices, the orders and decisions regarding the Pledge that are required by the Pledgee. 5 6.4The Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, thePledgor shall indemnify the Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed an Event of Default: 7.1.1The Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, the Pledgor and Party C shall immediately notify the Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in Section 7.1 has been successfully resolved to the Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, the Pledgee may issue a Noticeof Default to the Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance withthe provisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of theNotice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled toany rights or interests associated with the Equity Interest. 8.3After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measureunder the applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with theEquity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale ofthe Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing theEquity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any otherpayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person whohave rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with allexpenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionallydonate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paidin priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromthe auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party Cshall not raise any objection to such exercise. 8.7When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistanceto enable the Pledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If the Pledgor or Party C conducts any material breach of any term of this Agreement, the Pledgee shall have right to terminate thisAgreement and/or require the Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of thePledgee herein; 9.2The Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 10.Assignment 10.1Without the Pledgee’s prior written consent, the Pledgor and Party C shall not have the right to assign or delegate their rights andobligations under this Agreement. 10.2This Agreement shall be binding on the Pledgor and his/her successors and permitted assigns, and shall be valid with respect to the Pledgeeand each of its successors and assigns. 7 10.3At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of the Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 10.4In the event of change of the Pledgee due to assignment, the Pledgor and/or Party C shall, at the request of the Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the competent AIC. 10.5The Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of the Pledgor with respect to theEquity Interest pledged hereunder shall not be exercised by the Pledgor except in accordance with the written instructions of the Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by the Pledgor and Party C, the Pledgeeshall release the Pledge under this Agreement upon the Pledgor’s request as soon as reasonably practicable and shall assist the Pledgor inde-registering the Pledge from the shareholders’ register of Party C and with the competent PRC local administration for industry andcommerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.2Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 15.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 9 15.4For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party B: Xiaoliang Lei Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party C: Hainan Yilingliuer Network Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 15.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 19.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. The Pledgor, the Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. In the event there is any discrepancy between the Chinese and English versions, the Chinese version shall prevail.The Remainder of this page is intentionally left blank 10IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written.Party A: Beijing Yiliulinger Information Technology Co., Ltd. By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Xiaoliang Lei By: /s/ Xiaoliang LeiParty C: Hainan Yilingliuer Network Technology Co., Ltd. By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 11Attachments: 1.Shareholders’ Register of Party C; 2.The Capital Contribution Certificate for Party C; 3.Exclusive Business Cooperation Agreement. 4.Exclusive Option Agreement 5.Power of Attorney 12Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: Beijing Yiliulinger Information Technology Co., Ltd (hereinafter the “Pledgee”), a wholly-owned subsidiaries of wholly foreign ownedenterprise, organized and existing under the laws of the PRC, with its address at Room 305, Building 4, Yard 13, Kaifang East Road,Huairou District, Beijing;Party B: Li Wang (hereinafter the “Pledgor”), a Chinese citizen with Chinese Identification No.: ***; andParty C: Hainan Yilingliuer Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District,Hainan.In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectivelyreferred to as the “Parties”.Whereas: 1.The Pledgor is a citizen of China who as of the date hereof holds RMB 5,000,000 in the registered capital of Party C. Party C is a limited liabilitycompany registered in Hainan, China, engaging in investment consultation. Party C acknowledges the respective rights and obligations of thePledgor and the Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge; To ensure that Party Cfully and timely pays the Secured Indebtedness and any or all of the payments under the Transaction Documents payable to the Pledgee,including but not limited to the management fees and service fees provided in the Transaction Documents (whether such fees become due andpayable due to the arrival of the maturity date, advance payment requirements or any other reasons), the Pledgor hereby pledges to the Pledgeeall of the equity interest hereafter acquired by the Pledgor in Party C; 2.The Pledgee is a wholly-owned subsidiaries of wholly foreign-owned enterprise registered in China. The Pledgee and Party C which is partiallyowned by the Pledgor have executed an Exclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, the Pledgee and thePledgor have executed an Exclusive Option Agreement (as defined below); the Pledgor has executed a Power of Attorney (as defined below) infavor of the Pledgee; 3.To ensure that Party C and the Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the ExclusiveOption Agreement and the Power of Attorney, the Pledgor hereby pledges to the Pledgee all of the equity interest that the Pledgor holds in PartyC as security for Party C’s and the Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreementand the Power of Attorney.To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 11.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by the Pledgor to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of thePledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or fromthe proceeds from the auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to RMB 5,000,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by thePledgor in Party C. 1.3Term of the Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Consulting and Management Services Agreement executed by and between Party Cand the Pledgee on June 1, 2018 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by andamong Party C, the Pledgee and the Pledgor on June 1, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on June 1,2018 by the Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of the Pledgor under the Exclusive Option Agreement, the Power of Attorney andthis Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement andthis Agreement. 1.6Secured Indebtedness: shall refer to RMB 5,000,000, as well as all the direct, indirect and derivative losses and losses of anticipated profits,suffered by the Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with thereasonable business plan and profit forecast of the Pledgee, the consulting and service fees payable to the Pledgee under the ExclusiveBusiness Cooperation Agreement, all expenses occurred in connection with enforcement by the Pledgee of the Pledgor’s and/or Party C’sContract Obligations and etc. 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 2 1.8Notice of Default: shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1The Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that the Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, the Pledgee is entitled to receive dividends distributed on the Equity Interest. The Pledgor may receivedividends distributed on the Equity Interest only with prior written consent of the Pledgee. Dividends received by the Pledgor on EquityInterest after the deduction of individual income tax paid by the Pledgor shall be, as required by the Pledgee, (1) deposited into an accountdesignated and supervised by the Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and inpreference to making any other payment; or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee tothe extent permitted under the applicable PRC laws. 2.3The Pledgor may subscribe for a capital increase in Party C only with prior written consent of the Pledgee. Any equity interest obtained bythe Pledgor as a result of the Pledgor’s subscription of the increased registered capital of Party C shall also be deemed as Equity Interest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to the Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designated and supervised by thePledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment;or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee to the extent permitted under the applicablePRC laws. 3.Term of the Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed or all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall bebound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interestshall be registered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay SecuredIndebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of thisAgreement. 4.Custody of Records for Equity Interest subject to the Pledge 4.1During the Term of the Pledge set forth in this Agreement, the Pledgor shall deliver to the Pledgee’s custody the capital contributioncertificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of thisAgreement. The Pledgee shall have custody of such documents during the entire Term of the Pledge set forth in this Agreement. 5.Representations and Warranties of the Pledgor and Party CAs of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that: 5.1The Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants the Pledgor and Party C 6.1During the term of this Agreement, the Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1The Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of the Pledgee, except for the performance of theTransaction Documents; 6.1.2The Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and withinfive (5) days of receipt of any notice, order or recommendation issued or prepared by the competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with theaforementioned notice, order or recommendation or submit objections and representations with respect to the aforementionedmatters upon the Pledgee’s reasonable request or upon consent of the Pledgee; 6.1.3The Pledgor and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impacton the Equity Interest or any portion thereof, as well as any event or notice received by the Pledgor that may have an impact on anyguarantees and other obligations of the Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for the extension of the operation term within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2The Pledgor agrees that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not beinterrupted or harmed by the Pledgor or any heirs or representatives of the Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, the Pledgorhereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates,agreements, deeds and/or covenants required by the Pledgee. The Pledgor also undertakes to perform and to cause other parties who havean interest in the Pledge to perform actions required by the Pledgee, to facilitate the exercise by the Pledgee of its rights and authoritygranted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee ordesignee(s) of the Pledgee (natural persons/legal persons). The Pledgor undertakes to provide the Pledgee within a reasonable time with allnotices, the orders and decisions regarding the Pledge that are required by the Pledgee. 5 6.4The Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, thePledgor shall indemnify the Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed an Event of Default: 7.1.1The Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, the Pledgor and Party C shall immediately notify the Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in Section 7.1 has been successfully resolved to the Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, the Pledgee may issue a Noticeof Default to the Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance withthe provisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of theNotice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled toany rights or interests associated with the Equity Interest. 8.3After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measureunder the applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with theEquity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale ofthe Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing theEquity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any otherpayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person whohave rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with allexpenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionallydonate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paidin priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromthe auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party Cshall not raise any objection to such exercise. 8.7When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistanceto enable the Pledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If the Pledgor or Party C conducts any material breach of any term of this Agreement, the Pledgee shall have right to terminate thisAgreement and/or require the Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of thePledgee herein; 9.2The Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 10.Assignment 10.1Without the Pledgee’s prior written consent, the Pledgor and Party C shall not have the right to assign or delegate their rights andobligations under this Agreement. 10.2This Agreement shall be binding on the Pledgor and his/her successors and permitted assigns, and shall be valid with respect to the Pledgeeand each of its successors and assigns. 10.3At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of the Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 7 10.4In the event of change of the Pledgee due to assignment, the Pledgor and/or Party C shall, at the request of the Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the competent AIC. 10.5The Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of the Pledgor with respect to theEquity Interest pledged hereunder shall not be exercised by the Pledgor except in accordance with the written instructions of the Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by the Pledgor and Party C, the Pledgeeshall release the Pledge under this Agreement upon the Pledgor’s request as soon as reasonably practicable and shall assist the Pledgor inde-registering the Pledge from the shareholders’ register of Party C and with the competent PRC local administration for industry andcommerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.2Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 15.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 9 15.4For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Yiliulinger Information Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party B: Li Wang Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 Party C: Hainan Yilingliuer Network Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010-5731 0733 15.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 19.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. The Pledgor, the Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. In the event there is any discrepancy between the Chinese and English versions, the Chinese version shall prevail.The Remainder of this page is intentionally left blank 10IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written.Party A: Beijing Yiliulinger Information Technology Co., Ltd. By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal RepresentativeParty B: Li Wang By: /s/ Li WangParty C: Hainan Yilingliuer Network Technology Co., Ltd. By: /s/ Xiaoliang Lei /common seal/Name: Xiaoliang LeiTitle: Legal Representative 11Attachments: 6.Shareholders’ Register of Party C; 7.The Capital Contribution Certificate for Party C; 8.Exclusive Business Cooperation Agreement. 9.Exclusive Option Agreement 10.Power of Attorney 12Exhibit 4.37Business Operation AgreementThis Business Operation Agreement (this “Agreement”), dated as of December 18, 2018, is made by and among the following parties: Party A: QOOL Media Technology (Tianjin) Co., Ltd.Address: Room 502 Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city,TianjinLegal representative: Yiu Pak LEUNGParty B: QOOL Media (Tianjin) Co., Ltd.Address: Room 501 Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city,TianjinLegal representative: FENG ChenParty C1: Beijing Momo Technology Co., Ltd.Address: Room 222002, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, BeijingLegal representative: Yan TangParty C2: Tianjin Mingqiao Media Partnership (Limited Partnership)Address: TG No.294, Room209, Floor 2nd, Zone C, Animation Mansion, No. 126, Dongmanzhong Road, Eco-city, TianjinLegal representative: FENG ChenParty C3: DA Ridan (ID Card No. ***)Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Party C4: FENG Chen (ID Card No. ***)Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.(Individually a “Party”; collectively the “Parties”)WHEREAS: A.Party A is a wholly foreign-owned enterprise incorporated and validly existing in the People’s Republic of China (the “PRC”); B.Party B is a limited liability company incorporated in the PRC and engaged in cultural and artistic exchanges, cultural brokerage, programproduction and distribution and advertising business etc.; C.Party A and Party B have established business relation by entering into a certain Exclusive Consulting and Management Services Agreement,under which Party B will make various payments to Party A and therefore Party B’s activities in its ordinary course of business will have materialeffect upon its ability to make relevant payment to Party A; and D.Party C1 and Party C2 are the shareholders of Party B (collectively, the “Founding Shareholders”), in which each of Party C1 and Party C2 holds70% and 30% of Party B, respectively. 1NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows: 1.Negative ObligationsIn order to guarantee the performance by Party B of the agreement entered into by and between Party A and Party B and all of Party B’s obligationstowards Party A, the Founding Shareholders hereby acknowledge, agree and jointly warrants that without prior written consent of Party A or any partydesignated by Party A, Party B shall not engage in any transaction which may have material or adverse effect on any of its assets, businesses,employees, obligations, rights or operations, including without limitation: 1.1Conduct of any activity outside its ordinary course of business or in a manner inconsistent with its past practice; 1.2Making any borrowing or undertaking any indebtedness from any third party; 1.3Change or removal of any of its directors or senior officers; 1.4Sale, acquisition or any other disposal of any assets or rights, including without limitation any intellectual property rights, with any third party; 1.5Creation of any guarantee or any other security on any of its assets or intellectual properties in favor of any third party, or creation of anyencumbrance on any of its assets; 1.6Change of its articles of association or its scope of business; 1.7Change of its ordinary course of business or any of its material bylaws; 1.8Transfer any of its rights or obligations under this Agreement to any third party; 1.9Making any material change to its business pattern, marketing strategy, business plan or customer relationship; and 1.10Distribution of any bonus or dividend. 2.Business Management and Human Resources Arrangement 2.1Party B and the Founding Shareholders hereby jointly agree to accept and strictly implement any proposal made by Party A from time to timeregarding employment and removal of Party B’s employees, day-to-day business management and financial management system of Party B. 2.2Party B and the Founding Shareholders hereby jointly agree that the Founding Shareholders elect or appoint, as applicable, any persondesignated by Party A as Party B’s director, chairman, president, chief financial officer and any other executive officers in accordance withrelevant laws, regulations and its articles of association. 2.3Upon termination of his or her employment with Party A, either voluntarily or by Party A, each of the directors or senior officers elected orappointed under Section 2.2 will be simultaneously disqualified to hold any position in Party B; under such circumstance, the FoundingShareholders will elect any other person designated by Party A for such position. 2.4For purpose of Section 2.3, the Founding Shareholders will take any actions required under relevant laws, articles of association and thisAgreement to effect the employment and termination provided under Sections 2.2 and 2.3. 22.5The Founding Shareholders hereby agree that in conjunction with execution of this Agreement, they will execute an irrevocable power ofattorney authorizing Party A to exercise their respective rights as shareholders of Party B and respective voting rights at Party B’s shareholdersmeeting. 3.Other Agreements 3.1Upon termination or expiration of any agreement between Party A and Party B, Party A may elect to terminate all of its agreements with Party B,including without limitation the Exclusive Consulting and Management Services Agreement. 3.2Considering the business relationship established between Party A and Party B based on the executed Exclusive Consulting and ManagementServices Agreement, Party B’s activities in its ordinary course of business will have material effect upon its ability to make relevant payment toParty A. The Founding Shareholders agree that any bonus, dividend or any other benefit or interest receivable by it as shareholder of Party B willbe unconditionally and automatically paid or transferred to Party A. 4.All Agreements and Amendments 4.1This Agreement and all of the agreements and/or documents referred to or expressly included herein constitute entire agreements among theParties with respect to the subject matter hereof and supersede all prior agreements, contracts, understandings and communications, written ororal, among the Parties with respect to the same. 4.2This Agreement may not be amended unless by agreement of the Parties in writing. Any amendment or supplement hereto duly executed by theParties shall be an integral part of and have the same effect with this Agreement. 5.Governing LawThe execution, validity, performance of this Agreement and resolution of any dispute arising from this Agreement shall be governed by the laws of thePRC. 6.Dispute Resolution 6.1Should any dispute arise in connection with construction or performance of any provision under this Agreement, the Parties shall seek in goodfaith to resolve such dispute through negotiations. If the negotiations fail, any of the Parties may submit the dispute to Beijing ArbitrationCommission for arbitration in accordance with its arbitration rules then in effect. The arbitration will be in Chinese. The arbitral award shall befinal and binding on each of the Parties. 6.2Except for the matter under dispute, each of the Parties shall continue to perform its obligations under this Agreement in good faith. 7.NoticesAll notices made by each of the Parties to exercise any of its rights or perform any of its obligations hereunder shall be in writing and given to thefollowing address in person, by registered mail, prepaid mail, recognized courier service, or by fax. To Party A: QOOL Media Technology (Tianjin) Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing,Telephone: 010-8405 9335Attention: Yiu Pak LEUNG 3To Party B: QOOL Media (Tianjin) Co., Ltd.Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Telephone: 010-8405 9335Attention: Yiu Pak LEUNGTo Party C: Beijing Momo Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing,Telephone: 010-5731 0555Attention: Ying ZhangTianjin Mingqiao Media Partnership (Limited Partnership)Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Telephone: 010-8405 9335Attention: Yiu Pak LEUNGDA Ridan Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Telephone: 010-8405 9335Attention: Yiu Pak LEUNGFENG Chen Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Telephone: 010-8405 9335Attention: Yiu Pak LEUNG 8.Effectiveness, Term and other terms of this Agreement 8.1Any written consent, proposal, appointment and any other decision in connection with this Agreement which has material effect on Party B’sday-to-day business operations shall be made by Party A’s board of directors. 8.2This Agreement shall become effective upon execution by each of the Parties on the date first written above. The term of this Agreement will beten (10) years unless early terminated by Party A. Upon request from Party A, the Parties may extend the term of this Agreement prior to itsexpiration or enter into a separate business agreement, each as requested by Party A. 8.3During the term of this Agreement, none of Party B or Founding Shareholders may terminate this Agreement. Party A shall have the right toterminate this Agreement at any time with notice to Party B and its Shareholders in writing. 8.4If any term or provision hereof is found illegal or unenforceable under applicable laws, such term or provision shall be deemed deleted from thisAgreement without any effect, and the remainder of this Agreement shall remain in force and effect as if such term or provision had never beencontained herein. The Parties shall negotiate to replace such deleted term or provision with a lawful and valid term or provision acceptable toeach of the Parties. 8.5Failure to exercise any right, power or privilege hereunder shall not be deemed as waiver thereof. Any single or partial exercise of any right,power or privilege hereunder shall not preclude exercise of any other right, power or privilege under this Agreement. 4IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first writtenabove.(The Remainder of this page is intentionally left blank) 5Party A: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGParty B: QOOL Media (Tianjin) Co., Ltd.By: /s/ FENG Chen /common seal/Name: FENG ChenParty C1: Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangParty C2: Tianjin Mingqiao Media Partnership (LimitedPartnership)By: /s/ FENG Chen /common seal/Name: FENG ChenParty C2: DA RidanBy: /s/ DA RidanParty C2: FENG ChenBy: /s/ FENG Chen 6Exhibit 4.38Exclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 18, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: QOOL Media Technology (Tianjin) Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, withits address at Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin;Party B: Beijing Momo Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address atRoom 222002, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing; andParty C: QOOL Media (Tianjin) Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Room501, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin.In this Agreement, Party A, Party B, and Party C shall each be referred to as a “Party” respectively, and they shall be collectively referred to as the“Parties.”Whereas:Party B is a shareholder of Party C and as of the date hereof holds 70.00% of the equity interests of Party C, representing RMB 7,000,000 in theregistered capital of Party C.After mutual discussions and negotiations, the Parties have now reached the following agreement: 1.Sale and Purchase of Equity Interest 1.1Option GrantedParty B hereby irrevocably grants Party A a binding and exclusive right to purchase, or designate one or more persons (each, a “Designee”)to purchase the equity interests in Party C then held by Party B at once or at multiple times at any time in part or in whole at Party A’s soleand absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the“Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest PurchaseOption or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity InterestPurchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises,trusts, or non-corporate organizations. 1 1.2Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for transfer of the Optioned Interests. 1.3Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 1. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). Party B shall return any difference between the Base Price and the Equity InterestPurchase Price to Party A. 1.4Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.4.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 1.4.4The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licensesand permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests to Party A and/or theDesignee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) ofthe Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages,third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodifications, amendments, and restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to thePower of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modifications,amendments, and restatements thereto. 2 1.5Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant on the following: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change, or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, as wellas obtain and maintain all necessary government licenses and permits by prudently and effectively operating its business andhandling its affairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage, or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 50,000, or allow the encumbrance thereon of any security interests; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 50,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with a loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire, or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrativeproceedings relating to Party C’s assets, business, or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 4 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B hereby covenants to the following: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage, or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 5 2.2.8Party B hereby waives its right of first refusal in regards to the transfer of equity interest by any other shareholder of Party C to PartyA (if any), and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive optionagreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity InterestPledge Agreement, and Party B’s Power of Attorney, and accepts not to take any actions in conflict with such documents executedby the other shareholders; 2.2.9Party B shall promptly donate any profits, interests, dividends, or proceeds of liquidation to Party A or any other person designatedby Party A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C, and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of theOptioned Interests, that: 3.1They have the power, capacity, and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid, and binding obligations, and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the relevant government authorities and third parties (ifrequired) for the execution, delivery, and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violations of any applicable PRC laws; (ii) be inconsistent with the articles of association, bylaws, orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within its normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration, or administrative proceedings relating to the equity interests in Party C, assets ofParty C, or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain in effect until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Dispute Resolution 5.1Governing LawThe execution, effectiveness, construction, performance, amendment, and termination of this Agreement as well as any dispute resolutionhereunder shall be governed by the laws of the PRC. 5.2Methods of Dispute ResolutionIn the event of any dispute arising with respect to the construction and performance of this Agreement, the Parties shall first attempt toresolve the dispute through friendly negotiations. In the event that the Parties fail to reach an agreement on the dispute within 30 days aftereither Party’s request to the other Parties for dispute resolution through negotiations, either Party may submit the relevant dispute to theBeijing Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing, andthe arbitration award shall be final and binding to all Parties. 76.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses, and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, commercial courier services, or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier services, registered mail, or prepaid postage shall be deemed effectively given on thedate of receipt or refusal at the address specified for such notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of the transmission). 7.1.3Notices delivered by email shall be deemed effectively served on the date of receipt showed in the email system of recipients. 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: QOOL Media Technology (Tianjin) Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Yiu Pak LEUNGPhone: 010 - 8405 9335Party B: Beijing Momo Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0555Party C: QOOL Media (Tianjin) Co., Ltd.Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Attn: Yiu Pak LEUNGPhone: 010 - 8405 9335 8 7.3Any Party may at any time change its address for notices by having a notice delivered to the other Parties in accordance with the termshereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be featured in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels, or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels, or financial advisors shall be bound by the confidential obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and that Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute the documents that are reasonably required for or are conducive to the implementation of the provisionsand purposes of this Agreement and to take further actions that are reasonably required for or are conducive to the implementation of theprovisions and purposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 911.Miscellaneous 11.1Amendments, changes, and supplementsAny amendments, changes, and supplements to this Agreement shall require the execution of a written agreement by all of the Parties. 11.2Entire agreementExcept for the amendments, supplements, or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations, and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain, or otherwise affect the meanings ofthe provisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English, and contains three copies, with each Party having one copy. The Chinese versionand English version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal, or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality, or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal, or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by the relevant laws and the intentions of the Parties, and theeconomic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal, or unenforceableprovisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 11.7Survival 11.7.1Any obligations that occur or are due as a result of this Agreement upon the expiration or early termination of this Agreement shallsurvive the expiration or early termination thereof. 10 11.7.2The provisions of Sections 5, 8, 10, and this Section 11.7 shall survive the termination of this Agreement. 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first abovewritten. Party A: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGTitle: Legal RepresentativeIN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first abovewritten. Party B: Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal RepresentativeIN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first abovewritten. Party C: QOOL Media (Tianjin) Co., Ltd.By: /s/ Chen Feng /common seal/Name: Chen FengTitle: Legal RepresentativeExclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 18, 2018 in Beijing, thePeople’s Republic of China (“China” or the “PRC”): Party A: QOOL Media Technology (Tianjin) Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, withits address at Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin;Party B1: Tianjin Mingqiao Media Partnership (Limited Partnership), a limited partnership organized and existing under the laws of the PRC, withits address at TG No.294, Room209, Floor 2nd, Zone C, Animation Mansion, No. 126, Dongmanzhong Road, Eco-city, Tianjin;Party B2: DA Ridan, a Chinese citizen with Chinese ID Number of ***;Party B3: FENG Chen, a Chinese citizen with Chinese ID Number of ***; together with Party B1 and Party B2, hereinafter referred to as Party B;Party C: QOOL Media (Tianjin) Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Room501, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin.In this Agreement, Party A, Party B, and Party C shall each be referred to as a “Party” respectively, and they shall be collectively referred to as the“Parties.”Whereas:Party B1 is a shareholder of Party C and as of the date hereof holds 30.00% of the equity interests of Party C, representing RMB 3,000,000 in theregistered capital of Party C.After mutual discussions and negotiations, the Parties have now reached the following agreement: 1.Sale and Purchase of Equity Interest 1.1Option GrantedParty B hereby irrevocably grants Party A a binding and exclusive right to purchase, or designate one or more persons (each, a “Designee”)to purchase the equity interests in Party C then held by Party B1 at once or at multiple times at any time in part or in whole at Party A’s soleand absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the“Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest PurchaseOption or other rights with respect to the equity interests of Party B1. Party C hereby agrees to the grant by Party B of the Equity InterestPurchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises,trusts, or non-corporate organizations. 1 1.2Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B1 (the“Optioned Interests”); and (c) the date for purchasing the Optioned Interests or the date for transfer of the Optioned Interests. 1.3Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 1. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). Party B shall return any difference between the Base Price and the Equity InterestPurchase Price to Party A. 1.4Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.4.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB1’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3Party B1 shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee(whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Noticeregarding the Optioned Interests; 2 1.4.4The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licensesand permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests to Party A and/or theDesignee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) ofthe Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages,third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodifications, amendments, and restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to thePower of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modifications,amendments, and restatements thereto. 1.5Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder and beneficial owner of Party C) and Party C hereby covenant on the following: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change, or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, as wellas obtain and maintain all necessary government licenses and permits by prudently and effectively operating its business andhandling its affairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage, or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 50,000, or allow the encumbrance thereon of any security interests; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 50,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with a loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire, or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrativeproceedings relating to Party C’s assets, business, or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 4 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B1 hereby covenants, and Party B2 and Party B3 hereby cause Party B1 to covenant, to the following: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage, or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B1, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 5 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8Party B1 hereby waives its right of first refusal in regards to the transfer of equity interest by any other shareholder of Party C toParty A (if any), and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusiveoption agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s EquityInterest Pledge Agreement, and Party B’s Power of Attorney, and accepts not to take any actions in conflict with such documentsexecuted by the other shareholders; 2.2.9Party B shall promptly donate any profits, interests, dividends, or proceeds of liquidation to Party A or any other person designatedby Party A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C, and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of theOptioned Interests, that: 3.1They have the power, capacity, and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid, and binding obligations, and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the relevant government authorities and third parties (ifrequired) for the execution, delivery, and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violations of any applicable PRC laws; (ii) be inconsistent with the articles of association, bylaws, orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B1 has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B1 has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within its normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration, or administrative proceedings relating to the equity interests in Party C, assets ofParty C, or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain in effect until all equity interests held by Party B1 in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Dispute Resolution 5.1Governing LawThe execution, effectiveness, construction, performance, amendment, and termination of this Agreement as well as any dispute resolutionhereunder shall be governed by the laws of the PRC. 5.2Methods of Dispute ResolutionIn the event of any dispute arising with respect to the construction and performance of this Agreement, the Parties shall first attempt toresolve the dispute through friendly negotiations. In the event that the Parties fail to reach an agreement on the dispute within 30 days aftereither Party’s request to the other Parties for dispute resolution through negotiations, either Party may submit the relevant dispute to theBeijing Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing, andthe arbitration award shall be final and binding to all Parties. 76.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses, and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, commercial courier services, or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier services, registered mail, or prepaid postage shall be deemed effectively given on thedate of receipt or refusal at the address specified for such notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of the transmission). 7.1.3Notices delivered by email shall be deemed effectively served on the date of receipt showed in the email system of recipients. 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: QOOL Media Technology (Tianjin) Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Yiu Pak LEUNGPhone: 010 - 8405 9335Party B: Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Attn: Yiu Pak LEUNGPhone: 010 - 8405 9335Party C: QOOL Media (Tianjin) Co., Ltd.Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC.Attn: Yiu Pak LEUNGPhone: 010 - 8405 9335 8 7.3Any Party may at any time change its address for notices by having a notice delivered to the other Parties in accordance with the termshereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be featured in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels, or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels, or financial advisors shall be bound by the confidential obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and that Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute the documents that are reasonably required for or are conducive to the implementation of the provisionsand purposes of this Agreement and to take further actions that are reasonably required for or are conducive to the implementation of theprovisions and purposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 911.Miscellaneous 11.1Amendments, changes, and supplementsAny amendments, changes, and supplements to this Agreement shall require the execution of a written agreement by all of the Parties. 11.2Entire agreementExcept for the amendments, supplements, or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations, and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain, or otherwise affect the meanings ofthe provisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English, and contains three copies, with each Party having one copy. The Chinese versionand English version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal, or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality, or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal, or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by the relevant laws and the intentions of the Parties, and theeconomic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal, or unenforceableprovisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 10 11.7Survival 11.7.3Any obligations that occur or are due as a result of this Agreement upon the expiration or early termination of this Agreement shallsurvive the expiration or early termination thereof. 11.7.4The provisions of Sections 5, 8, 10, and this Section 11.7 shall survive the termination of this Agreement. 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first abovewritten. PartyA: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGTitle: Legal RepresentativeIN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first abovewritten. PartyB1: Tianjin Mingqiao Media Partnership (Limited Partnership) By: /s/ FENG Chen /common seal/Name: FENG ChenTitle: Executive Partner Party B2:By: /s/ DA RidanName: DA Ridan Party B3:By: /s/ FENG Chen /common seal/Name: FENG ChenIN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first abovewritten. Party C: QOOL Media (Tianjin) Co., Ltd.By: /s/ FENG Chen /common seal/Name: FENG ChenTitle: Legal RepresentativeExhibit 4.39Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 18, 2018 inBeijing, the People’s Republic of China (“China” or the “PRC”): Party A: QOOL Media Technology (Tianjin) Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing underthe laws of the PRC, with its address at Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin;Party B1: Tianjin Mingqiao Media Partnership (Limited Partnership) (hereinafter “Pledgor”), a limited partnership organized and existing underthe laws of the PRC, with its address at TG No.294, Room209, Floor 2nd, Zone C, Animation Mansion, No. 126, DongmanzhongRoad, Eco-city, Tianjin;Party B2: DA Ridan, a Chinese citizen with Chinese ID Number of ***;Party B3: FENG Chen, a Chinese citizen with Chinese ID Number of ***; together with Party B1 and Party B2, hereinafter referred to as Party B;Party C: QOOL Media (Tianjin) Co., Ltd. (hereinafter “QOOL Tianjin”), a limited liability company organized and existing under the laws ofthe PRC, with its address at Room 501 Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-SingaporeEco-city, Tianjin.In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Pledgor is a limited partnership registered in China who as of the date hereof holds 30.00% of equity interests of Party C, representingRMB3,000,000 in the registered capital of Party C. Party C is a limited liability company registered in Tianjin, China. Party C acknowledges therespective rights and obligations of Party B and Pledgee under this Agreement, and intends to provide any necessary assistance in registering thePledge; 2.Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C which is partially owned by Pledgor have executed anExclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, Pledgee and Party B have executed an Exclusive OptionAgreement (as defined below); Party B has executed a Power of Attorney (as defined below) in favor of Pledgee.; 3.To ensure that Party C and Party B fully perform their obligations under the Exclusive Business Cooperation Agreement, the Exclusive OptionAgreement and the Power of Attorney, Pledgor hereby pledges, and Party B2 and Party B3 hereby cause Pledgor to pledge, to the Pledgee all ofthe equity interest that Pledgor holds in Party C as security for Party C’s and Pledgor’s obligations under the Exclusive Business CooperationAgreement, the Exclusive Option Agreement and the Power of Attorney. 1To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 1.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee tobe paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceedsfrom auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to 30.00% equity interests in QOOL Tianjin currently held by Pledgor, representing RMB3,000,000 in theregistered capital of QOOL Tianjin, and all of the equity interest hereafter acquired by Pledgor in Party C. 1.3Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee onDecember 18, 2018 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by and among Party C,Pledgee and Party B on December 18, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on December 18, 2018 byParty B (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of Pledgor under the Exclusive Option Agreement, the Power of Attorney and thisAgreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and thisAgreement. 1.6Secured Indebtedness: shall refer to all the direct, indirect and derivative losses and losses of anticipated profits, suffered by Pledgee,incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with the reasonable business planand profit forecast of Pledgee, the consulting and service fees payable to Pledgee under the Exclusive Business Cooperation Agreement, allexpenses occurred in connection with enforcement by Pledgee of Pledgor’s and/or Party C’s Contract Obligations and etc. 2 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1Party B agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that Party B pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity Interest. Pledgor may receive dividendsdistributed on the Equity Interest only with prior written consent of Pledgee. Dividends received by Party B on Equity Interest afterdeduction of individual income tax paid by Party B shall be, as required by Pledgee, (1) deposited into an account designated andsupervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make anyother payment; or (2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted underapplicable PRC laws. 2.3Party B may subscribe for capital increase in Party C only with prior written consent of Pledgee. Any equity interest obtained by Pledgor asa result of Party B’s subscription of the increased registered capital of the Company shall also be deemed as Equity Interest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to Party B upon Party C’s dissolutionor liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designate and supervised by Pledgee and used tosecure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment; or(2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted under applicable PRC laws. 3.Term of Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed and all Secured Indebtedness have been fully paid. Party B and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the parties shall bebound by the provisions of this Agreement. Party B and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall beregistered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of Pledge, in the event Party B and/or Party C fails to perform the Contract Obligations or pay Secured Indebtedness,Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of this Agreement. 4.Custody of Records for Equity Interest subject to Pledge 4.1During the Term of Pledge set forth in this Agreement, Party B shall deliver to Pledgee’s custody the capital contribution certificate for theEquity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee shallhave custody of such documents during the entire Term of Pledge set forth in this Agreement. 5.Representations and Warranties of Pledgor and Party CAs of the execution date of this Agreement, Party B and Party C hereby jointly and severally represent and warrant to Pledgee that: 5.1Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4Party B and Party C have obtained any and all approvals and consents from applicable government authorities and third parties (ifrequired) for execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants Pledgor and Party C 6.1During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant, and Party B2 and Party B3 hereby causePledgor to covenant, to the Pledgee: 6.1.1Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of Pledgee, except for the performance of the TransactionDocuments; 6.1.2Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five(5) days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementionednotice, order or recommendation or submit objections and representations with respect to the aforementioned matters uponPledgee’s reasonable request or upon consent of Pledgee; 6.1.3Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on theEquity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on anyguarantees and other obligations of Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for extension of the term of operation within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2Party B agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted orharmed by Party B or any heirs or representatives of Party B or any other persons through any legal proceedings.. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, Party B herebyundertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements,deeds and/or covenants required by Pledgee. Party B also undertakes to perform and to cause other parties who have an interest in thePledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by thisAgreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (naturalpersons/legal persons). Party B undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding thePledge that are required by Pledgee. 5 6.4Party B hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Party Bshall indemnify Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed Event of Default: 7.1.1Party B’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, Party B and Party C shall immediately notify Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to Party B requesting ratification of such Event of Default, Pledgee may issue a Notice ofDefault to Party B in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance with theprovisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1Pledgee shall issue a written Notice of Default to Party B when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice ofDefault in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Party B (as a shareholder and beneficial owner of PartyC) shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure underapplicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the EquityInterest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the EquityInterest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the EquityInterest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment.After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rightsto such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurredbeing borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementionedproceeds to Pledgee or any other person designated by Pledgee. 8.5Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid inpriority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromauction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall notraise any objection to such exercise. 8.7When Pledgee disposes of the Pledge in accordance with this Agreement, Party B and Party C shall provide necessary assistance to enablePledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If Party B or Party C conducts any material breach of any term of this Agreement, Pledgee shall have right to terminate this Agreementand/or require Party B or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of Pledgee herein; 9.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by applicable laws. 10.Assignment 10.1Without Pledgee’s prior written consent, Party B and Party C shall not have the right to assign or delegate their rights and obligationsunder this Agreement. 10.2This Agreement shall be binding on Party B and their successors and permitted assigns, and shall be valid with respect to Pledgee and eachof his/her successors and assigns. 10.3At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 7 10.4In the event of change of Pledgee due to assignment, Party B and/or Party C shall, at the request of Pledgee, execute a new pledgeagreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC. 10.5Party B and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Partieshereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain from anyaction/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the EquityInterest pledged hereunder shall not be exercised by Party B (as a shareholder and beneficial owner of Party C) except in accordance withthe written instructions of Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by Party B and Party C, Pledgee shallrelease the Pledge under this Agreement upon Party B’s request as soon as reasonably practicable and shall assist Party B to de-register thePledge from the shareholders’ register of Party C and with relevant PRC local administration for industry and commerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request tothe other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Beijing ArbitrationCommission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration awardshall be final and binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.1.1Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given onthe date of delivery or refusal at the address specified for notices. 15.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 15.1.3Notices delivered by email shall be deemed effectively served on the date of receipt showed in the email system of recipients. 9 15.2For the purpose of notices, the addresses of the Parties are as follows: Party A: QOOL Media Technology (Tianjin) Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Yiu Pak LEUNG Phone: 010 - 8405 9335 Party B: Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC. Attn: Yiu Pak LEUNG Phone: 010 - 8405 9335 Party C: QOOL Media (Tianjin) Co., Ltd. Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC. Attn: Yiu Pak LEUNG Phone: 010 - 8405 9335 15.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 1019.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. Party B, Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. The Chinese version and English version shall have equal legal validity.The Remainder of this page is intentionally left blank 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party A: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGTitle: Legal Representative 12IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party B1: Tianjin Mingqiao Media Partnership (Limited Partnership)By: /s/ FENG Chen /common seal/Name: FENG ChenTitle: Executive PartnerParty B2:By: /s/ DA RidanName: DA RidanParty B3:By: /s/ FENG Chen /common seal/Name: FENG Chen 13IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party C: QOOL Media (Tianjin) Co., Ltd.By: /s/ FENG Chen /common seal/Name: FENG ChenTitle: Legal Representative 14Attachments: 1.Shareholders’ Register of Party C; 2.The Capital Contribution Certificate for Party C; 3.Exclusive Business Cooperation Agreement. 4.Exclusive Option Agreement 5.Power of Attorney 15Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 18, 2018 inBeijing, the People’s Republic of China (“China” or the “PRC”): Party A: QOOL Media Technology (Tianjin) Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing under thelaws of the PRC, with its address at Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-SingaporeEco-city, Tianjin;Party B: Beijing Momo Technology Co., Ltd. (hereinafter “Pledgor”), a limited liability company organized and existing under the laws of thePRC, with its address at Room 222002, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing; andParty C: QOOL Media (Tianjin) Co., Ltd. (hereinafter “QOOL Tianjin”), a limited liability company organized and existing under the laws of thePRC, with its address at Room 501, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city,Tianjin.In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”.Whereas: 1.Pledgor is a limited liability company registered in China who as of the date hereof holds 70.00% of equity interests of Party C, representingRMB7,000,000 in the registered capital of Party C. Party C is a limited liability company registered in Tianjin, China. Party C acknowledges therespective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering thePledge; 2.Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C which is partially owned by Pledgor have executed anExclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, Pledgee and Pledgor have executed an Exclusive OptionAgreement (as defined below); Pledgor has executed a Power of Attorney (as defined below) in favor of Pledgee. 3.To ensure that Party C and Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the Exclusive OptionAgreement and the Power of Attorney, Pledgor hereby pledges to the Pledgee all of the equity interest that Pledgor holds in Party C as securityfor Party C’s and Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and the Power ofAttorney.To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 11.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee tobe paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceedsfrom auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to 70.00% equity interests in QOOL Tianjin currently held by Pledgor, representing RMB7,000,000 in theregistered capital of QOOL Tianjin, and all of the equity interest hereafter acquired by Pledgor in Party C. 1.3Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee onDecember 18, 2018 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by and among Party C,Pledgee and Pledgor on December 18, 2018 (the “Exclusive Option Agreement”), Power of Attorney executed on December 18, 2018 byPledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of Pledgor under the Exclusive Option Agreement, the Power of Attorney and thisAgreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and thisAgreement. 1.6Secured Indebtedness: shall refer to all the direct, indirect and derivative losses and losses of anticipated profits, suffered by Pledgee,incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with the reasonable business planand profit forecast of Pledgee, the consulting and service fees payable to Pledgee under the Exclusive Business Cooperation Agreement, allexpenses occurred in connection with enforcement by Pledgee of Pledgor’s and/or Party C’s Contract Obligations and etc. 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default. 22.Pledge 2.1Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity Interest. Pledgor may receive dividendsdistributed on the Equity Interest only with prior written consent of Pledgee. Dividends received by Pledgor on Equity Interest afterdeduction of individual income tax paid by Pledgor shall be, as required by Pledgee, (1) deposited into an account designated andsupervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make anyother payment; or (2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted underapplicable PRC laws. 2.3Pledgor may subscribe for capital increase in Party C only with prior written consent of Pledgee. Any equity interest obtained by Pledgor asa result of Pledgor’s subscription of the increased registered capital of the Company shall also be deemed as Equity Interest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designate and supervised by Pledgee andused to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment; or(2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted under applicable PRC laws. 3.Term of Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed and all Secured Indebtedness have been fully paid. Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the parties shall bebound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall beregistered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligations or pay Secured Indebtedness,Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of this Agreement. 4.Custody of Records for Equity Interest subject to Pledge 4.1During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for theEquity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee shallhave custody of such documents during the entire Term of Pledge set forth in this Agreement. 5.Representations and Warranties of Pledgor and Party CAs of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that: 5.1Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4Pledgor and Party C have obtained any and all approvals and consents from applicable government authorities and third parties (ifrequired) for execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants of Pledgor and Party C 6.1During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on theEquity Interest or any portion thereof, without the prior written consent of Pledgee, except for the performance of the TransactionDocuments; 6.1.2Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five(5) days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementionednotice, order or recommendation or submit objections and representations with respect to the aforementioned matters uponPledgee’s reasonable request or upon consent of Pledgee; 6.1.3Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on theEquity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on anyguarantees and other obligations of Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for extension of the term of operation within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted orharmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, Pledgor herebyundertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements,deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in thePledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by thisAgreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (naturalpersons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding thePledge that are required by Pledgee. 6.4Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgorshall indemnify Pledgee for all losses resulting therefrom. 57.Event of Breach 7.1The following circumstances shall be deemed Event of Default: 7.1.1Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, Pledgor and Party C shall immediately notify Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice ofDefault to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance with theprovisions of Section 8 of this Agreement. 8.Exercise of Pledge 8.1Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice ofDefault in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights orinterests associated with the Equity Interest. 8.3After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure underapplicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the EquityInterest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the EquityInterest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the EquityInterest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment.After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rightsto such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurredbeing borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementionedproceeds to Pledgee or any other person designated by Pledgee. 6 8.5Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid inpriority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromauction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall notraise any objection to such exercise. 8.7When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enablePledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If Pledgor or Party C conducts any material breach of any term of this Agreement, Pledgee shall have right to terminate this Agreementand/or require Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of Pledgee herein; 9.2Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by applicable laws. 10.Assignment 10.1Without Pledgee’s prior written consent, Pledgor and Party C shall not have the right to assign or delegate their rights and obligationsunder this Agreement. 10.2This Agreement shall be binding on Pledgor and his/her successors and permitted assigns, and shall be valid with respect to Pledgee andeach of his/her successors and assigns. 10.3At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 10.4In the event of change of Pledgee due to assignment, Pledgor and/or Party C shall, at the request of Pledgee, execute a new pledgeagreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC. 7 10.5Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the EquityInterest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by Pledgor and Party C, Pledgee shallrelease the Pledge under this Agreement upon Pledgor’s request as soon as reasonably practicable and shall assist Pledgor to de-register thePledge from the shareholders’ register of Party C and with relevant PRC local administration for industry and commerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request tothe other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Beijing ArbitrationCommission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration awardshall be final and binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitrationof any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights underthis Agreement and perform their respective obligations under this Agreement. 15.Notices 15.11All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sentby registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forthbelow. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have beeneffectively given shall be determined as follows: 15.1.1Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given onthe date of delivery or refusal at the address specified for notices. 15.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 15.1.3Notices delivered by email shall be deemed effectively served on the date of receipt showed in the email system of recipients. 9 15.2For the purpose of notices, the addresses of the Parties are as follows: Party A: QOOL Media Technology (Tianjin) Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Yiu Pak LEUNG Phone: 010 - 8405 9335 Party B: Beijing Momo Technology Co., Ltd. Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC. Attn: Ying Zhang Phone: 010 - 5731 0555] Party C: QOOL Media (Tianjin) Co., Ltd. Address: Room 1902, 17/F, Building 1, No.13 Workers’ Stadium North Road, Chaoyang District, Beijing, PRC. Attn: Yiu Pak LEUNG Phone: 010 - 8405 9335 15.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.3This Agreement shall become effective upon execution by the Parties. 18.4Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 19.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. Pledgor, Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. The Chinese version and English version shall have equal legal validity.The Remainder of this page is intentionally left blank 10IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party A: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGTitle: Legal Representative 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party B: Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal Representative 12IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party C: QOOL Media (Tianjin) Co., Ltd.By: /s/ Chen Feng /common seal/Name: Chen FengTitle: Legal Representative 13Attachments: 6.Shareholders’ Register of Party C 7.The Capital Contribution Certificate for Party C 8.Exclusive Business Cooperation Agreement 9.Exclusive Option Agreement 10.Power of Attorney 14Exhibit 4.40Power of AttorneyWe, Beijing Momo Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address atRoom 222002, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing, and a holder of 70.00% of the entire registeredcapital in QOOL Media (Tianjin) Co., Ltd. (hereinafter “QOOL Tianjin”) as of the date when the Power of Attorney is executed, hereby irrevocablyauthorize QOOL Media Technology (Tianjin) Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by us now and inthe future in QOOL Tianjin (“Our Shareholding”) during the term of this Power of Attorney:The WFOE is hereby authorized to act on our behalf as our exclusive agent and attorney with respect to all matters concerning Our Shareholding,including but not limited to: 1) attending shareholders’ meetings of QOOL Tianjin; 2) exercising all the shareholder’s rights and shareholder’s votingrights that we are entitled to under the relevant PRC laws and QOOL Tianjin’s Articles of Association, including but not limited to the sale, transfer,pledge, or disposition of Our Shareholding in part or in whole; and 3) designating and appointing on our behalf the legal representative, directors,supervisors, chief executive officer, and other senior management members of QOOL Tianjin.Without limiting the generality of the powers granted hereunder, the WFOE shall have the power and authority to, on our behalf, execute all thedocuments we shall sign as stipulated in the Exclusive Option Agreement entered into by and among us, the WFOE, and QOOL Tianjin onDecember 18, 2018 and the Equity Pledge Agreement entered into by and among us, the WFOE, and QOOL Tianjin on December 18, 2018 (includingany modifications, amendments, and restatements thereto, collectively referred to as the “Transaction Documents”), and perform the terms of theTransaction Documents.All the actions associated with Our Shareholding conducted by the WFOE shall be deemed as our own actions, and all the documents related toOur Shareholding executed by the WFOE shall be deemed as executed by us. We hereby acknowledge and ratify those actions and/or documents bythe WFOE.The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to us or obtaining our consent. If required by PRC laws, the WFOE shall designate a PRC citizen to exercise theaforementioned rights.During the period that We are a shareholder of QOOL Tianjin, this Power of Attorney shall be irrevocable and continuously effective and validfrom the date of execution of this Power of Attorney.During the term of this Power of Attorney, We hereby waive all the rights associated with Our Shareholding, which have been authorized to theWFOE through this Power of Attorney, and shall not exercise such rights by ourselves. 1This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.The remainder of this page is intentionally left blank. 2Beijing Momo Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal Representative 3Accepted by: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGTitle: Legal Representative 4Power of AttorneyTianjin Mingqiao Media Partnership (Limited Partnership) (hereinafter “Tianjin Mingqiao”), a limited partnership organized and existing underthe laws of the PRC, with its address at TG No.294, Room209, Floor 2nd, Zone C, Animation Mansion, No. 126, Dongmanzhong Road, Eco-city,Tianjin, and a holder of 30.00% of the entire registered capital in QOOL Media (Tianjin) Co., Ltd. (hereinafter “QOOL Tianjin”) as of the date when thePower of Attorney is executed; DA Ridan, a Chinese citizen with Chinese ID Number of ***, and a holder of 1% of the entire capital of TianjinMingqiao; FENG Chen (together with Tianjin Mingqiao and DA Ridan, “We”), a Chinese citizen with Chinese ID Number of *** , and a holder of 99%of the entire capital of Tianjin Mingqiao , hereby irrevocably authorize QOOL Media Technology (Tianjin) Co., Ltd. (“WFOE”) to exercise thefollowing rights relating to all equity interests held by us now and in the future in QOOL Tianjin (“Tianjin Mingqiao’s Shareholding”) during the termof this Power of Attorney:The WFOE is hereby authorized to act on our behalf as our exclusive agent and attorney with respect to all matters concerning TianjinMingqiao’s Shareholding, including but not limited to: 1) attending shareholders’ meetings of QOOL Tianjin; 2) exercising all the shareholder’s rightsand shareholder’s voting rights that Tianjin Mingqiao is entitled to under the relevant PRC laws and QOOL Tianjin’s Articles of Association,including but not limited to the sale, transfer, pledge, or disposition of Tianjin Mingqiao’s Shareholding in part or in whole; and 3) designating andappointing on Tianjin Mingqiao’s behalf the legal representative, directors, supervisors, chief executive officer, and other senior management membersof QOOL Tianjin.Without limiting the generality of the powers granted hereunder, the WFOE shall have the power and authority to, on our behalf, execute all thedocuments we shall sign as stipulated in the Exclusive Option Agreement entered into by and among us, the WFOE, and QOOL Tianjin onDecember 18, 2018 and the Equity Pledge Agreement entered into by and among us, the WFOE, and QOOL Tianjin on December 18, 2018 (includingany modifications, amendments, and restatements thereto, collectively referred to as the “Transaction Documents”), and perform the terms of theTransaction Documents.All the actions associated with Our Shareholding conducted by the WFOE shall be deemed as our own actions, and all the documents related toOur Shareholding executed by the WFOE shall be deemed as executed by us. We hereby acknowledge and ratify those actions and/or documents bythe WFOE.The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to us or obtaining our consent. If required by PRC laws, the WFOE shall designate a PRC citizen to exercise theaforementioned rights.During the period that Tianjin Mingqiao is a shareholder of QOOL Tianjin, this Power of Attorney shall be irrevocable and continuouslyeffective and valid from the date of execution of this Power of Attorney. 5During the term of this Power of Attorney, We hereby waive all the rights associated with Our Shareholding, which have been authorized to theWFOE through this Power of Attorney, and shall not exercise such rights by ourselves.This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.The remainder of this page is intentionally left blank. 6Tianjin Mingqiao Media Partnership (Limited Partnership)By: /s/ FENG Chen /common seal/Name: FENG ChenTitle: Executive PartnerParty B2:By: /s/ DA RidanName: DA RidanParty B3:By: /s/ FENG Chen /common seal/Name: FENG Chen 7Accepted by: QOOL Media Technology (Tianjin) Co., Ltd.By: /s/ Yiu Pak LEUNG /common seal/Name: Yiu Pak LEUNGTitle: Legal Representative 8Exhibit 4.41CONFIRMATION LETTERAs a shareholder of Tianjin Mingqiao Media Partnership (Limited Partnership) (the “Company”), I hereby confirm, represent and guarantee that mysuccessor, guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company heldby myself upon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, inany manner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractualagreements (including the Equity Interest Pledge Agreement, the Power of Attorney, the Exclusive Option Agreement, the Exclusive BusinessCooperation Agreement and the Business Operation Agreement which were executed by myself on December 18, 2018) (the “ContractualAgreements”). I further confirm and undertake that the Contractual Agreements and all of my rights and obligations thereunder shall be equallyeffective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow QOOL Media Technology (Tianjin) Co., Ltd. (the “WFOE”) to operate the business operated by the Company without the ContractualAgreements. Subject to the applicable PRC laws, I shall return to the WFOE or the entity designated by WFOE any consideration I receive from WFOEfor its acquisition of the equity interest of Company at the time when the Contractual Agreements are terminated. /s/ Chen FengDate: December 18, 2018CONFIRMATION LETTERAs a shareholder of Tianjin Mingqiao Media Partnership (Limited Partnership) (the “Company”), I hereby confirm, represent and guarantee that mysuccessor, guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company heldby myself upon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, inany manner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractualagreements (including the Equity Interest Pledge Agreement, the Power of Attorney, the Exclusive Option Agreement, the Exclusive BusinessCooperation Agreement and the Business Operation Agreement which were executed by myself on December 18, 2018) (the “ContractualAgreements”). I further confirm and undertake that the Contractual Agreements and all of my rights and obligations thereunder shall be equallyeffective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow QOOL Media Technology (Tianjin) Co., Ltd. (the “WFOE”) to operate the business operated by the Company without the ContractualAgreements. Subject to the applicable PRC laws, I shall return to the WFOE or the entity designated by WFOE any consideration I receive from WFOEfor its acquisition of the equity interest of Company at the time when the Contractual Agreements are terminated. /s/ DA RidanDate: December 18, 2018Exhibit 4.42EXCLUSIVE COOPERATIONAGREEMENTQOOL Media (Tianjin) Co., Ltd.andQOOL Media Technology (Tianjin) Co., Ltd.EXCLUSIVE COOPERATION AGREEMENTThis Service Agreement (“Agreement”), effective on December 18, 2018 (“Effective Date”), is concluded by and between QOOL Media (Tianjin) Co.,Ltd. (“QOOL Media”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 501,Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin and QOOL Media Technology (Tianjin)Co., Ltd. (“QOOL Media Technology”), a company incorporated under the laws of the People’s Republic of China, with its principal place of businessat Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin (each “a Party” andcollectively, “the Parties”).BACKGROUNDWhereas, QOOL Media is responsible for operating the business in China by obtaining and maintaining the Radio and TV Program Production andBusiness Operation License required to carry out the artists’ agency and training in China, copyright agency, music production and authorization,variety show production and distribution, music outsourcing service, art planning and production supervision service for third parties, etc. (hereinafterreferred to as “diversified business”) in China.Whereas, QOOL Media obtains the core technology, equipment use, copyright license and other authorization and services related to diversifiedbusiness development from QOOL Media Technology in order to develop diversified business in ChinaWhereas, this Agreement sets forth the terms and conditions under which QOOL Media Technology as agreed to provide, and QOOL Media has agreedto receive, the Licensing and the Services;Whereas, the capitalized terms used and not otherwise defined in these recitals are defined in Article 1 of this Agreement;Now, therefore, in consideration of the mutual promises, covenants, conditions and terms set forth herein, the Parties agree as follows:1 DEFINITIONS.Capitalized terms used in this Agreement have the meanings set forth in this Article 1 or as otherwise defined in the context of the provision.“Effective Date” is December 18, 2018.“Governing Laws” is defined in Section 6.a.“Licensing” means QOOL Media Technology agrees to give the core technology, equipment use, copyright license and other authorization andservices to QOOL Media under this Agreement (licensing details will be set forth in supplemental agreements to this Agreement).“Services” means those technical and non-technical services to be provided by QOOL Media Technology to QOOL Media under this Agreement.Technical services include: (i) technical support and maintenance of hardware and software; (ii)call center management services; (iii) after-sale servicesincluding training and consulting, etc. Non-technical services include: (i) marketing and advertising services; (ii) sales and payment channelmanagement and development; (ii) administrative services including legal, finance, HR and admin to support QOOL Media in the operation of theQOOL Media Novel and Bench Video App in China; and (iv) other services as the Parties may agree from time to time.“License Fee” is defined in Section 4.“Service Fee” is defined in Section 4.“Term” is defined in Section 2.a.2 TERM AND TERMINATION. a.Term. The term of this Agreement will begin on the Effective Date and will remain effective for ten (10) years. After the effective period,QOOL Media Technology may decide if this Agreement will be renewed and how long it will be renewed for(“Term”). b.Termination for Convenience. QOOL Media Technology may terminate this Agreement upon thirty (30) days’ written notice. QOOL Mediashall not terminate this Agreement under any circumstances. c.Prior Agreements. This Agreement supersedes and terminates any and all prior agreements or contracts, oral or written, entered into betweenThe Parties relating to the subject matter thereof.3 EXCLUSIVE COOPERATION AND INTELLECTUAL PROPERTY RIGHTS. a.During the Term, QOOL Media Technology shall provide the Licensing of intellectual properties and the Services to QOOL Media asagreed by the Parties from time to time. Without QOOL Media Technology’s consent, QOOL Media is not entitled to the right to engageany other third parties to perform, any licensing of intellectual properties and services similar to the Licensing or the Services. b.QOOL Media Technology reserves all the intellectual property rights developed under this agreement, including but not limited tocopyright, patent right, right of patent application, knowhow, business secret, etc.4 LICENSE FEE, SERVICE FEE AND PAYMENT. a.Pursuant to this Agreement, QOOL Media Technology grants to QOOL Media the use right of the core technology, equipment use,copyright license and other authorization and services . QOOL Media agrees to pay QOOL Media Technology a license fee (“License Fee”)in consideration of the rights granted. The calculation methodology of the License Fee will be set forth in supplemental agreements to thisAgreement. b.Pursuant to this Agreement and QOOL Media’s request from time to time, QOOL Media Technology provides QOOL Media with theServices. QOOL Media intends to pay QOOL Media Technology a level of compensation commensurate with the value of the Services itprovides, which are essential and fundamental to the economic success or failure of QOOL Media’s business in China. c.To ensure the high quality of the Licensing and the Services, QOOL Media Technology agrees to be compensated for the Licensing and theServices only if QOOL Media achieves a level of operating profit above a certain rate, initially agreed to be three point five percent (3.5%)(“Expected Profit Rate”) of total revenue derived by QOOL Media Technology for operating the QOOL Media Novel and Bench VideoApp in China. The License Fee and the Service Fee will be calculated such that after it is paid, QOOL Media Technology’s operating profitrate will not be lower than the Expected Profit Rate (“Service Fee””). If QOOL Media achieves a level of operating profit above theExpected Profit Rate, the excess profit will be paid to QOOL Media Technology in the form of License Fee and Service Fee. Thecalculation methodology of the License Fee and Service Fee will be set forth in supplemental agreements to this Agreement. If QOOLMedia is unable to achieve the Expected Profit Rate due to QOOL Media Technology’s failure in providing the high quality services,QOOL Media Technology will not be entitled to any License Fee or Service Fee. The Parties agree to review the Expected Profit Rate fromtime to time.Operating profit rate = (Revenues-Cost of revenues-Sales tax and surcharges –Sales expense-G&A expense-R&D expense) /Revenues. d.Payments Due. Payment notice for the License Fee and the Service Fee shall be presented on a monthly basis. The Parties agrees to pay thetotal amounts shown as due within sixty (60) days from the end of such month. The Parties agrees to pay or offset the payments from time totime, as requested by either Party. e.Currency. All computations and payments made pursuant to this Article 4 shall be in Chinese RMB. A netting of any amount payableunder this Agreement against existing accounts payable and accounts receivable shall be an acceptable manner of payment effective as ofthe date of the netting on the books of the Parties.5 TAXES. a.QOOL Media Technology’s Tax Responsibility. QOOL Media Technology is liable for any value-added tax, excise tax, tariff, duty or anyother similar tax imposed by any governmental authority arising from the performance of Services under this Agreement. b.QOOL Media’s Tax Responsibility. QOOL Media is liable for any value-added tax. excise tax, tariff, duty or any other similar tax imposedby any governmental authority arising from its performance of this Agreement.6 COMPLIANCE WITHLAWS. a.Compliance. Each Party will perform its obligations under this Agreement in a manner that complies with all laws applicable to that Party’sbusiness. Without limiting the foregoing, the Parties will respectively identify and comply with all laws applicable to the Parties including:(a)laws requiring the procurement of inspections, certificates and approvals needed to perform the Services, and (b)laws regardinghealthcare, workplace safety, immigration ,labor standars, wage and hour laws, insurance, data protection and privacy ( collectively,“Governing Laws’ ) b.Change in Law. The Parties will work together to identify the effect of changes in laws on this Agreement, and will promptly discuss thechanges to the terms and provisions of this Agreement, if any, required to comply with all laws.7 CONSTRUCTION. a.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, then the remainingprovisions of this Agreement. If capable of substantial performance, will remain in full force and effect. b.Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the People’s Republic of China withoutregard to conflict of laws principles. c.Resolution of Disputes. This Agreement shall be governed by the laws of the People’s Republic of China. All the disputes arising from theconclusion, performance or interpretation of this Agreement shall be settled by the Parties through consultation.If the consultation fails, the disputes shall be referred to China International economic and Trade Arbitration Commission for arbitration.The place of arbitration shall be in Beijing. The arbitral award shall be final and binding upon both Parties.Each of QOOL Media Technology and QOOL Media has caused this Agreement to be signed and delivered by its duly authorized representative to beeffective as of the Effective Date. By: /seal of QOOL Media (Tianjin) Co., Ltd./ By: /seal of QOOL Media Technology (Tianjin) Co., Ltd./ Title: Legal Representative Title: Legal Representative For and on behalf of For and on behalf of QOOL Media (Tianjin) Co., Ltd. QOOL Media Technology (Tianjin) Co., Ltd.Supplemental Agreement Party A: QOOL Media (Tianjin) Co., Ltd.Address: Room 501, Floor 5th, Podium Building, R&D Mansion, No. 1620,Zhongtian Avenue, Sino-Singapore Eco-city, TianjinParty B: QOOL Media Technology (Tianjin) Co., Ltd.Address: Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620,Zhongtian Avenue, Sino-Singapore Eco-city, TianjinAn Exclusive Cooperation Agreement (“the Agreement”) was concluded between Party A and Party B (“the Parties”) on December 18, 2018. TheParties agree on this supplemental agreement in accordance with the Contract Law of the PRC and other relevant laws and regulations for mutualbenefit. 1.Supplementary Terms a)According to Section 1 of the Agreement, Party B authorizes Party A to use the core technology, equipment and copyright owned anddeveloped by Party B starting from the effective date of this supplemental agreement. List of core technologies List of equipment List of copyright Under the license: (i) Party B is responsible for the core technology, equipment and copyright for carrying out the artists’ agency andtraining in China, copyright agency, music production and authorization, variety show production and distribution, music outsourcingservice, art planning and production supervision service for third parties, etc.; (i) Party B obtains the ownership and/or legal authorizationright to authorize Party A.According to Article 4. a of the Agreement, Party A agrees to pay Party B a license fee in consideration of the rights granted. The license feewill be twelve point five percent (12.5%) of the gross revenues generated by Party A from the QOOL Media Novel and Bench Video App. b)The Parties agree to review the pricing of license fee from time to time. c)Without written consent of Party B, Party A shall not sublicense, transfer or disclose the right to any third party, or try to develop, modify ordecompile on the basis of Party B’s intellectual properties. Party A agrees with all the exclusive ownership and interest of Party B,including all intellectual property, proprietary technology, development rights and other related rights. Party A shall not be involved inany activities that harm the interest of Party B under any circumstances.2.Above are the supplementary terms to the Agreement. The Parties shall still comply with the terms of the Agreement concluded on December 18,2018, which will not be affected by the supplemental agreement. 3.This supplemental agreement is an indivisible part of the Agreement concluded by the Parties on December 18, 2018. This supplementalagreement is made out in two (2) sets of originals with equal validity. Party A and Party B each have one of the originals. By signing below, theParties agree to the terms of this supplemental agreement effective from the date of signature. By: /seal of QOOL Media (Tianjin) Co., Ltd./ By: /seal of QOOL Media Technology (Tianjin) Co., Ltd./ Title: Legal Representative Title: Legal Representative For and on behalf of For and on behalf of QOOL Media (Tianjin) Co., Ltd. QOOL Media Technology (Tianjin) Co., Ltd.Exhibit 4.43Business Operation AgreementThis Business Operation Agreement (this “Agreement”), dated as of April 1, 2019, is made by and among the following parties: Party A: Beijing Momo Information Technology Co., Ltd.Address: Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, BeijingLegal representative: Yan TangParty B: Beijing Fancy Reader Technology Co., Ltd.Address: Room 221902, Units 2, Floor 16th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, BeijingLegal representative: Xiaoliang LeiParty C: Taizhong Wang (ID Card No. ***)Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC(Individually a “Party”; collectively the “Parties”)WHEREAS: A.Party A is a wholly-owned subsidiaries of wholly foreign-owned enterprise incorporated and validly existing in the People’s Republic of China(the “PRC”); B.Party B is a limited liability company incorporated in the PRC and engaged in technology related investment consultation etc.; C.Party A and Party B have established business relation by entering into a certain Exclusive Consulting and Management Services Agreement,under which Party B will make various payments to Party A and therefore Party B’s activities in its ordinary course of business will have materialeffect upon its ability to make relevant payment to Party A; and D.Party C is a shareholder of Party B (collectively, the “Founding Shareholders”), in which Taizhong Wang holds 100% of Party B.NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows: 1.Negative ObligationsIn order to guarantee the performance by Party B of the agreement entered into by and between Party A and Party B and all of Party B’s obligationstowards Party A, the Founding Shareholders hereby acknowledge, agree and jointly warrants that without prior written consent of Party A or any partydesignated by Party A, Party B shall not engage in any transaction which may have material or adverse effect on any of its assets, businesses,employees, obligations, rights or operations, including without limitation: 1.1Conduct of any activity outside its ordinary course of business or in a manner inconsistent with its past practice; 11.2Making any borrowing or undertaking any indebtedness from any third party; 1.3Change or removal of any of its directors or senior officers; 1.4Sale, acquisition or any other disposal of any assets or rights, including without limitation any intellectual property rights, with any third party; 1.5Creation of any guarantee or any other security on any of its assets or intellectual properties in favor of any third party, or creation of anyencumbrance on any of its assets; 1.6Change of its articles of association or its scope of business; 1.7Change of its ordinary course of business or any of its material bylaws; 1.8Transfer any of its rights or obligations under this Agreement to any third party; 1.9Making any material change to its business pattern, marketing strategy, business plan or customer relationship; and 1.10Distribution of any bonus or dividend. 2.Business Management and Human Resources Arrangement 2.1Party B and the Founding Shareholders hereby jointly agree to accept and strictly implement any proposal made by Party A from time to timeregarding employment and removal of Party B’s employees, day-to-day business management and financial management system of Party B. 2.2Party B and the Founding Shareholders hereby jointly agree that the Founding Shareholders elect or appoint, as applicable, any persondesignated by Party A as Party B’s director, chairman, president, chief financial officer and any other executive officers in accordance withrelevant laws, regulations and its articles of association. 2.3Upon termination of his or her employment with Party A, either voluntarily or by Party A, each of the directors or senior officers elected orappointed under Section 2.2 will be simultaneously disqualified to hold any position in Party B; under such circumstance, the FoundingShareholders will elect any other person designated by Party A for such position. 2.4For purpose of Section 2.3, the Founding Shareholders will take any actions required under relevant laws, articles of association and thisAgreement to effect the employment and termination provided under Sections 2.2 and 2.3. 2.5The Founding Shareholders hereby agree that in conjunction with execution of this Agreement, they will execute an irrevocable power ofattorney authorizing Party A to exercise their respective rights as shareholders of Party B and respective voting rights at Party B’s shareholdersmeeting. 3.Other Agreements 3.1Upon termination or expiration of any agreement between Party A and Party B, Party A may elect to terminate all of its agreements with Party B,including without limitation the Exclusive Consulting and Management Services Agreement. 3.2Considering the business relationship established between Party A and Party B based on the executed Exclusive Consulting and ManagementServices Agreement, Party B’s activities in its ordinary course of business will have material effect upon its ability to make relevant payment toParty A. The Founding Shareholders agree that any bonus, dividend or any other benefit or interest receivable by it as shareholder of Party B willbe unconditionally and automatically paid or transferred to Party A. 24.All Agreements and Amendments 4.1This Agreement and all of the agreements and/or documents referred to or expressly included herein constitute entire agreements among theParties with respect to the subject matter hereof and supersede all prior agreements, contracts, understandings and communications, written ororal, among the Parties with respect to the same. 4.2This Agreement may not be amended unless by agreement of the Parties in writing. Any amendment or supplement hereto duly executed by theParties shall be an integral part of and have the same effect with this Agreement. 5.Governing LawThe execution, validity, performance of this Agreement and resolution of any dispute arising from this Agreement shall be governed by the laws of thePRC. 6.Dispute Resolution 6.1Should any dispute arise in connection with construction or performance of any provision under this Agreement, the Parties shall seek in goodfaith to resolve such dispute through negotiations. If the negotiations fail, any of the Parties may submit the dispute to Beijing ArbitrationCommission for arbitration in accordance with its arbitration rules then in effect. The arbitration will be in Chinese. The arbitral award shall befinal and binding on each of the Parties. 6.2Except for the matter under dispute, each of the Parties shall continue to perform its obligations under this Agreement in good faith. 7.NoticesAll notices made by each of the Parties to exercise any of its rights or perform any of its obligations hereunder shall be in writing and given to thefollowing address in person, by registered mail, prepaid mail, recognized courier service, or by fax. To Party A: Beijing Momo Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Ying ZhangTo Party B: Beijing Fancy Reader Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Ying ZhangTo Party C: Taizhong Wang Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRCTelephone: +86 10-57310567Attention: Ying Zhang 38.Effectiveness, Term and other terms of this Agreement 8.1Any written consent, proposal, appointment and any other decision in connection with this Agreement which has material effect on Party B’sday-to-day business operations shall be made by Party A’s board of shareholders. 8.2This Agreement shall become effective upon execution by each of the Parties on the date first written above. The term of this Agreement will beten (10) years unless early terminated by Party A. Upon request from Party A, the Parties may extend the term of this Agreement prior to itsexpiration or enter into a separate business agreement, each as requested by Party A. 8.3During the term of this Agreement, none of Party B or Founding Shareholders may terminate this Agreement. Party A shall have the right toterminate this Agreement at any time with notice to Party B and its Shareholders in writing. 8.4If any term or provision hereof is found illegal or unenforceable under applicable laws, such term or provision shall be deemed deleted from thisAgreement without any effect, and the remainder of this Agreement shall remain in force and effect as if such term or provision had never beencontained herein. The Parties shall negotiate to replace such deleted term or provision with a lawful and valid term or provision acceptable toeach of the Parties. 8.5Failure to exercise any right, power or privilege hereunder shall not be deemed as waiver thereof. Any single or partial exercise of any right,power or privilege hereunder shall not preclude exercise of any other right, power or privilege under this Agreement.IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first writtenabove.(The Remainder of this page is intentionally left blank) 4This is the Signature Page of Business Operation Agreement between Beijing Momo Information Technology Co., Ltd., Beijing Fancy ReaderTechnology Co., Ltd. and Taizhong Wang Party A: Beijing Momo Information Technology Co., Ltd.By: /s/ Yan Tang /common seal/Title: Legal representativeParty B: Beijing Fancy Reader Technology Co., Ltd.By: /s/ Taizhong Wang /common seal/Title: Legal representativeParty C: Taizhong WangBy: /s/ Taizhong Wang 5Exhibit 4.44Power of AttorneyI, Taizhong Wang, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No. ***, and a holder ofRMB1,000,000 in the registered capital of Beijing Fancy Reader Technology Co., Ltd. (the “Company”) as of the date when the Power of Attorney isexecuted, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd. (the “WFOE”) to exercise the following rights relating to allequity interests held by me now and in the future in the Company (“My Shareholding”) during the term of this Power of Attorney:The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning MyShareholding, including without limitation to: 1) attending shareholders’ meetings of the Company; 2) exercising all the shareholder’s rights andshareholder’s voting rights I am entitled to under the laws of China and the Company Articles of Association, including but not limited to the sale,transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative,directors, supervisors, chief executive officer and other senior management members of the Company.Without limiting the generality of the powers granted hereunder, the WFOE shall have the power and authority to, on behalf of myself, executeall the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the WFOE and the Company onApril 1, 2019 and the Equity Pledge Agreement entered into by and among me, the WFOE and the Company on April 1, 2019 (including anymodification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.All the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related toMy Shareholding executed by the WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents bythe WFOE.The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion andwithout giving prior notice to me or obtaining my consent. If required by PRC laws, the WFOE shall designate a PRC citizen to exercise theaforementioned rights. During the period that I am a shareholder of the Company, this Power of Attorney shall be irrevocable and continuously effective and valid fromthe date of execution of this Power of Attorney.During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to theWFOE through this Power of Attorney, and shall not exercise such rights by myself.This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity. 1Taizhong WangBy: /s/ Taizhong WangApril 1, 2019 2Accepted by Beijing Momo Information Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal RepresentativeAcknowledged by:Beijing Fancy Reader Technology Co., Ltd.By: /s/ Taizhong Wang /common seal/Name: Taizhong WangTitle: Legal Representative 3Exhibit 4.45EXCLUSIVE COOPERATIONAGREEMENTBeijing Fancy Reader Technology Co., Ltd.andBeijing Momo Information Technology Co., Ltd. 1EXCLUSIVE COOPERATION AGREEMENTThis Service Agreement (“Agreement”), effective on April 1, 2019 (“Effective Date”), is concluded by and between Beijing Fancy Reader TechnologyCo., Ltd. (“Fancy Reader”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room221902, Units 2, Floor 16th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing and Beijing Momo Information TechnologyCo., Ltd. (“Momo”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 232005,Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing (each “a Party” and collectively, “the Parties”).BACKGROUNDWhereas, Fancy Reader is responsible for operating the Fancy Reader Novel and Bench Video App in China by obtaining and maintaining the InternetContent Provider (“ICP”) license required to operate Internet service in China.Whereas, Fancy Reader acquires the Licensing of Intellectual properties (the Fancy Reader Novel and Bench Video App and Emoticon) as well as theServices of Momo to carry out Internet service in China.Whereas, this Agreement sets forth the terms and conditions under which Momo as agreed to provide, and Fancy Reader has agreed to receive, theLicensing and the Services;Whereas, the capitalized terms used and not otherwise defined in these recitals are defined in Article 1 of this Agreement;Now, therefore, in consideration of the mutual promises, covenants, conditions and terms set forth herein, the Parties agree as follows:1 DEFINITIONS.Capitalized terms used in this Agreement have the meanings set forth in this Article 1 or as otherwise defined in the context of the provision.“Effective Date” is April 1, 2019.“Governing Laws” is defined in Section 6.a.“Licensing” means Momo agrees to grant the use right of its intellectual properties to Fancy Reader under this Agreement, including the Fancy ReaderNovel and Bench Video App and Emoticon (licensing details will be set forth in supplemental agreements to this Agreement). 2“Services” means those technical and non-technical services to be provided by Momo to Fancy Reader under this Agreement. Technical servicesinclude: (i) assistance in the maintenance of the Fancy Reader Novel and Bench Video App, as well as statistics analysis on App users; (ii) technicalsupport and maintenance of hardware and software ;(i)call center management services; (iv) after-sale services including training and consulting, etc.Non-technical services include: (i) marketing and advertising services; (ii) sales and payment channel management and development;(ii) administrative services including legal, finance, HR and admin to support Fancy Reader in the operation of the Fancy Reader Novel and BenchVideo App in China; and (iv) other services as the Parties may agree from time to time.“License Fee” is defined in Section 4.“Service Fee” is defined in Section 4.“Term” is defined in Section 2.a.2 TERM AND TERMINATION. a.Term. The term of this Agreement will begin on the Effective Date and will remain effective for ten (10) years. After the effective period,Momo may decide if this Agreement will be renewed and how long it will be renewed for (“Term”). b.Termination for Convenience. Momo may terminate this Agreement upon thirty (30) days’ written notice. Fancy Reader shall not terminatethis Agreement under any circumstances. c.Prior Agreements. This Agreement supersedes and terminates any and all prior agreements or contracts, oral or written, entered into betweenThe Parties relating to the subject matter thereof.3 EXCLUSIVE COOPERATION AND INTELLECTUAL PROPERTY RIGHTS. a.During the Term, Momo shall provide the Licensing of intellectual properties and the Services to Fancy Reader as agreed by the Partiesfrom time to time. Without Momo’s consent, Fancy Reader is not entitled to the right to engage any other third parties to perform, anylicensing of intellectual properties and services similar to the Licensing or the Services. 3 b.Momo reserves all the intellectual property rights developed under this agreement, including but not limited to copyright, patent right,right of patent application, knowhow, business secret, etc.4 LICENSE FEE, SERVICE FEE AND PAYMENT. a.Pursuant to this Agreement, Momo grants to Fancy Reader the use right of its intellectual properties including the Fancy Reader Novel andBench Video App and Emoticons. Fancy Reader agrees to pay Momo a license fee (“License Fee”) in consideration of the rights granted.The calculation methodology of the License Fee will be set forth in supplemental agreements to this Agreement. b.Pursuant to this Agreement and Fancy Reader’s request from time to time, Momo provides Fancy Reader with the Services. Fancy Readerintends to pay Momo a level of compensation commensurate with the value of the Services it provides, which are essential andfundamental to the economic success or failure of Fancy Reader’s business in China. c.To ensure the high quality of the Licensing and the Services, Momo agrees to be compensated for the Licensing and the Services only ifFancy Reader achieves a level of operating profit above a certain rate, initially agreed to be three point five percent (3.5%) (“ExpectedProfit Rate”) of total revenue derived by Momo for operating the Fancy Reader Novel and Bench Video App in China. The License Fee andthe Service Fee will be calculated such that after it is paid, Momo’s operating profit rate will not be lower than the Expected Profit Rate(“Service Fee””). If Fancy Reader achieves a level of operating profit above the Expected Profit Rate, the excess profit will be paid toMomo in the form of License Fee and Service Fee. The calculation methodology of the License Fee and Service Fee will be set forth insupplemental agreements to this Agreement. If Fancy Reader is unable to achieve the Expected Profit Rate due to Momo’s failure inproviding the high quality services, Momo will not be entitled to any License Fee or Service Fee. The Parties agree to review the ExpectedProfit Rate from time to time.Operating profit rate = (Revenues-Cost of revenues-Sales tax and surcharges –Sales expense-G&A expense-R&D expense) /Revenues. d.Payments Due. Payment notice for the License Fee and the Service Fee shall be presented on a monthly basis. The Parties agrees to pay thetotal amounts shown as due within sixty (60) days from the end of such month. The Parties agrees to pay or offset the payments from time totime, as requested by either Party. 4 e.Currency. All computations and payments made pursuant to this Article 4 shall be in Chinese RMB. A netting of any amount payableunder this Agreement against existing accounts payable and accounts receivable shall be an acceptable manner of payment effective as ofthe date of the netting on the books of the Parties. f.Retrospection. The Parties agree the License Fee and the Service Fee defined in this Section shall be retrospective to the Parties from thedate April 1, 2019.5 TAXES. a.Momo’s Tax Responsibility. Momo is liable for any value-added tax, excise tax, tariff, duty or any other similar tax imposed by anygovernmental authority arising from the performance of Services under this Agreement. b.Fancy Reader’s Tax Responsibility. Fancy Reader is liable for any value-added tax. excise tax, tariff, duty or any other similar tax imposedby any governmental authority arising from its performance of this Agreement.6 COMPLIANCE WITHLAWS. a.Compliance. Each Party will perform its obligations under this Agreement in a manner that complies with all laws applicable to that Party’sbusiness. Without limiting the foregoing, the Parties will respectively identify and comply with all laws applicable to the Parties including:(a)laws requiring the procurement of inspections, certificates and approvals needed to perform the Services, and (b)laws regardinghealthcare, workplace safety, immigration ,labor standars, wage and hour laws, insurance, data protection and privacy ( collectively,“Governing Laws” ) b.Change in Law. The Parties will work together to identify the effect of changes in laws on this Agreement, and will promptly discuss thechanges to the terms and provisions of this Agreement, if any, required to comply with all laws.7 CONSTRUCTION. a.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, then the remainingprovisions of this Agreement. If capable of substantial performance, will remain in full force and effect. b.Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the People’s Republic of China withoutregard to conflict of laws principles. 5 c.Resolution of Disputes. This Agreement shall be governed by the laws of the People’s Republic of China. All the disputes arising from theconclusion, performance or interpretation of this Agreement shall be settled by the Parties through consultation.If the consultation fails, the disputes shall be referred to China International economic and Trade Arbitration Commission for arbitration.The place of arbitration shall be in Beijing. The arbitral award shall be final and binding upon both Parties.Each of Momo and Fancy Reader has caused this Agreement to be signed and delivered by its duly authorized representative to be effective as of theEffective Date. By: /s/ Taizhong Wang /common seal/ By: /s/ Yan Tang /common seal/Title: Legal Representative Title: Legal RepresentativeFor and on behalf of For and on behalf ofBeijing Fancy Reader Technology Co., Ltd. Beijing Momo Information Technology Co., Ltd. 6Supplemental AgreementParty A: Beijing Fancy Reader Technology Co., Ltd.Address: Room 221902, Units 2, Floor 16th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing, P.R.ChinaParty B: Beijing Momo Information Technology Co., Ltd.Address: Room 232005, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, BeijingAn Exclusive Cooperation Agreement (“the Agreement”) was concluded between Party A and Party B (“the Parties”) on April 1,2019. The Parties agreeon this supplemental agreement in accordance with the Contract Law of the PRC and other relevant laws and regulations for mutual benefit. 1.Supplementary Terms a)According to Section 1 of the Agreement, Party B agrees to license the use right of the Fancy Reader Novel and Bench Video App(including but not limited to the following version) to Party A starting from the effective date of this supplemental agreement. App Android V Fancy Reader Novel Bench Video Under the license: (i) Party B is responsible for the design, development and maintenance of the Fancy Reader Novel and Bench VideoApp; (i) Party A is granted with the right to operate the Fancy Reader Novel and Bench Video App and to generate income from in-Appfeatures sold to users.According to Article 4. a of the Agreement, Party A agrees to pay Party B a license fee in consideration of the rights granted. The license feewill be twelve point five percent (12.5%) of the gross revenues generated by Party A from the Fancy Reader Novel and Bench Video App.The Parties agree to review the pricing of license fee from time to time. b)According to Section 1 of the Agreement, Party B agrees to license the use right of Emoticon (Emoticon details are listed in Appendix A) toParty A starting from the effective date of this supplemental agreement. 7According to Article 4.a of the Agreement, Party A agrees to pay Party B a license fee in consideration of the rights granted. The license feewill be twelve point five percent (12.5%) of the gross revenues generated by Party A from sales of the emotions. The Parties agree to reviewthe pricing of license fee from time to time. c)Without written consent of Party B, Party A shall not sublicense, transfer or disclose the right to any third party, or try to develop, modify ordecompile on the basis of Party B’s intellectual properties. Party A agrees with all the exclusive ownership and interest of Party B,including all intellectual property, proprietary technology, development rights and other related rights. Party A shall not be involved inany activities that harm the interest of Party B under any circumstances. 2.Above are the supplementary terms to the Agreement. The Parties shall still comply with the terms of the Agreement concluded on April 1, 2019,which will not be affected by the supplemental agreement. 3.This supplemental agreement is an indivisible part of the Agreement concluded by the Parties on April 1, 2019. The Parties agree that the licensefee set forth in this supplemental agreement shall be retrospective from April 1, 2019. This supplemental agreement is made out in two (2) sets oforiginals with equal validity. Party A and Party B each have one of the originals. By signing below, the Parties agree to the terms of thissupplemental agreement effective from the date of signature. By: /s/ Taizhong Wang /common seal/ By: /s/ Yan Tang /common seal/Title: Legal Representative Title: Legal RepresentativeFor and on behalf of For and on behalf ofBeijing Fancy Reader Technology Co., Ltd. Beijing Momo Information Technology Co., Ltd. 8Exhibit 4.46Exclusive Option AgreementThis Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 1, 2018 in Beijing, the People’sRepublic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC,with its address at Room 232005, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing;Party B: Taizhong Wang, a Chinese citizen with Identification No.: ***; andParty C: Beijing Fancy Reader Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 221902, Units 2, Floor 16th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing.In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to asthe “Parties”. Whereas: 1.Party B is a shareholder of Party C and as of the date hereof holds RMB 1,000,000 in the registered capital of Party C. 2.Party B agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart equity interest held by Party B in Party C. 3.Party C agrees to grant Party A an exclusive right through this Agreement, and Party A agrees to accept such exclusive right to purchase all orpart of the assets of Party C.Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement: 1.Sale and Purchase of Equity Interest and Asssets 1.1Equity Interest Purchase OptionParty B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole atParty A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.1.2 herein (such rightbeing the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of theEquity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,enterprises, trusts or non-corporate organizations. 1 1.1.1Steps for Exercise of the Equity Interest Purchase OptionSubject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing awritten notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “OptionedInterests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. 1.1.2Equity Interest Purchase PriceThe purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher than the BasePrice when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price(collectively, the “Equity Interest Purchase Price”). 1.1.3Transfer of Optioned InterestsFor each exercise of the Equity Interest Purchase Option: 1.1.3.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving PartyB’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.1.3.2Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest toParty A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.1.3.3Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whicheveris applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding theOptioned Interests; 2 1.1.3.4The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licensesand permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of theOptioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, thirdparty’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or othersecurity arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity InterestPledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shallrefer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and anymodification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Powerof Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment andrestatement thereto. 1.2Asset Purchase OptionParty C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’ssole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of PartyC, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into aseparate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 2.Covenants 2.1Covenants regarding Party CParty B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of associationof Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtainand maintain all necessary government licenses and permits by prudently and effectively operating its business and handling itsaffairs; 2.1.3Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or disposeof in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of morethan RMB 1,000,000, or allow the encumbrance thereon of any security interest; 3 2.1.4Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C andrefrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in theordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 1,000,000 shall be deemed amajor contract); 2.1.7Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurancecarrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest inany person; 2.1.11They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party C’s assets, business or revenue; 2.1.12To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against allclaims; 2.1.13Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to itsshareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to itsshareholders; 4 2.1.14At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A. 2.2Covenants of Party BParty B hereby covenants as follows: 2.2.1Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executivedirector) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interestin the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interestplaced in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executivedirector) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to the equity interests in Party C held by Party B; 2.2.5Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested byParty A; 2.2.6To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defensesagainst all claims; 5 2.2.7Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8Party B hereby waives its right of first refusal to the transfer of equity interest by any other shareholder of Party C to Party A (if any),and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement,the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, and accepts not to take any action in conflict with such documents executed by theother shareholders; 2.2.9Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated byParty A to the extent permitted under the applicable PRC laws; and 2.2.10Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and amongParty B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that mayaffect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power ofAttorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A. 3.Representations and WarrantiesParty B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of the transfer ofthe Optioned Interests, that: 3.1They have the power, capacity and authority to execute and deliver this Agreement and any equity interest transfer contracts to which theyare parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms ofthis Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which theyare parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance withthe provisions thereof; 3.2Party B and Party C have obtained any and all approvals and consents from the competent government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 6 3.3The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any TransferContracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws orother organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which arebinding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them;(iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or(v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.4Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest PledgeAgreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests; 3.5Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.6Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to PartyA for which Party A’s written consent has been obtained. 3.7Party C has complied with all laws and regulations of China applicable to asset acquisitions; and 3.8There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets ofParty C or Party C. 4.Effective Date and TermThis Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party Chave been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement. 5.Governing Law and Resolution of Disputes 5.1Governing LawThe execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of the PRC. 7 5.2Methods of Resolution of DisputesIn the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 6.Taxes and FeesEach Party shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the lawsof China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of thetransactions contemplated under this Agreement and the Transfer Contracts. 7.Notices 7.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 7.1.1Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the dateof receipt or refusal at the address specified for notices; 7.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced byan automatically generated confirmation of transmission). 7.2For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Momo Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party B: Taizhong WangAddress: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 8Party C: Beijing Fancy Reader Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 7.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 8.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Partiesin connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through thereceiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of anystock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors,employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,employees, legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemeddisclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 9.Further WarrantiesThe Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions andpurposes of this Agreement. 10.Breach of Agreement 10.1If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreementand/or require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein; 10.2Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 911.Miscellaneous 11.1Amendments, changes and supplementsAny amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 11.2Entire agreementExcept for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shallconstitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede allprior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 11.3HeadingsThe headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 11.4LanguageThis Agreement is written in both Chinese and English language in three copies, each Party having one copy. The Chinese version andEnglish version shall have equal legal validity. 11.5SeverabilityIn the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect inaccordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not beaffected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisionswith effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effectof such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 11.6SuccessorsThis Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns ofsuch Parties. 10 11.7Survival 11.7.1Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreementshall survive the expiration or early termination thereof. 11.7.2The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement. 11.8WaiversAny Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as awaiver by such a Party with respect to any similar breach in other circumstances. 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date firstabove written. Party A: Beijing Momo Information Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal RepresentativeParty B: Taizhong WangBy: /s/ Taizhong WangParty C: Beijing Fancy Reader Technology Co., Ltd.By: /s/ Taizhong Wang /common seal/Name: Taizhong WangTitle: Legal Representative 12Exhibit 4.47CONFIRMATION LETTERAs a shareholder of Beijing Fancy Reader Technology Co., Ltd. (the “Company”), I hereby confirm, represent and guarantee that my successor,guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of the Company held by myselfupon death, incapacity, divorce or any circumstances that may affect my ability to exercise my shareholder’s rights in Company will not, in anymanner and in any circumstances, carry out any act that may affect or hinder the fulfillment of my obligations under each of the contractual agreements(including the Equity Interest Pledge Agreement, the Power of Attorney, Exclusive Option Agreement which were executed by myself on April 1, 2019,as well as the Exclusive Technical Consulting and Management Services Agreement and the Business Operation Agreement which were executed bymyself on April 1, 2019) (the “Contractual Agreements”). I further confirm and undertake that the Contractual Agreements and all of my rights andobligations thereunder shall be equally effective and binding upon my heir and successor.I hereby further covenant that, I shall unwind the Contractual Agreements as soon as the applicable laws of the People’s Republic of China (“PRC”)allow Beijing Momo Information Technology Co., Ltd. to operate the business operated by the Company (which includes but not limited to thebusiness of Network Information Service) without the Contractual Agreements. Subject to the applicable PRC laws, I shall return to the Beijing MomoInformation Technology Co., Ltd. or the entity designated by Beijing Momo Information Technology Co., Ltd. any consideration I receive fromBeijing Momo Information Technology Co., Ltd. for its acquisition of the equity interest of Company at the time when the Contractual Agreements areterminated. /s/ Taizhong WangDate: April 1, 2019Exhibit 4.48Equity Interest Pledge AgreementThis Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 1 , 2019 in Beijing,the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd (hereinafter the “Pledgee”), a wholly foreign owned enterprise, organized and existingunder the laws of the PRC, with its address at Room 232005, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, ChaoyangDistrict, Beijing;Party B: Taizhong Wang (hereinafter the “Pledgor”), a Chinese citizen with Chinese Identification No.: ***; andParty C: Beijing Fancy Reader Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with itsaddress at Room 221902, Units 2, Floor 16th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing.In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectivelyreferred to as the “Parties”.Whereas: 1.The Pledgor is a citizen of China who as of the date hereof holds RMB 1,000,000 in the registered capital of Party C. Party C is a limited liabilitycompany registered in Beijing, China, engaging in development and operation of internet products. Party C acknowledges the respective rightsand obligations of the Pledgor and the Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;To ensure that Party C fully and timely pays the Secured Indebtedness and any or all of the payments under the Transaction Documents payableto the Pledgee, including but not limited to the management fees and service fees provided in the Transaction Documents (whether such feesbecome due and payable due to the arrival of the maturity date, advance payment requirements or any other reasons), the Pledgor hereby pledgesto the Pledgee all of the equity interest hereafter acquired by the Pledgor in Party C; 2.The Pledgee is a wholly foreign-owned enterprise registered in China. The Pledgee and Party C which is partially owned by the Pledgor haveexecuted an Exclusive Business Cooperation Agreement (as defined below) in Beijing; Party C, the Pledgee and the Pledgor have executed anExclusive Option Agreement (as defined below); the Pledgor has executed a Power of Attorney (as defined below) in favor of the Pledgee; 13.To ensure that Party C and the Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the ExclusiveOption Agreement and the Power of Attorney, the Pledgor hereby pledges to the Pledgee all of the equity interest that the Pledgor holds in PartyC as security for Party C’s and the Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreementand the Power of Attorney.To perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon thefollowing terms. 1.DefinitionsUnless otherwise provided herein, the terms below shall have the following meanings: 1.1Pledge: shall refer to the security interest granted by the Pledgor to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of thePledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or fromthe proceeds from the auction or sale of the Equity Interest. 1.2Equity Interest: shall refer to RMB 1,000,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by thePledgor in Party C. 1.3Term of the Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4Transaction Documents: shall refer to the Exclusive Consulting and Management Services Agreement executed by and between Party Cand the Pledgee on April 1, 2019 (the “Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by andamong Party C, the Pledgee and the Pledgor on April 1, 2019 (the “Exclusive Option Agreement”), Power of Attorney executed on April 1,2019 by the Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents. 1.5Contract Obligations: shall refer to all the obligations of the Pledgor under the Exclusive Option Agreement, the Power of Attorney andthis Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement andthis Agreement. 1.6Secured Indebtedness: shall refer to RMB 1,000,000, as well as all the direct, indirect and derivative losses and losses of anticipated profits,suffered by the Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated in accordance with thereasonable business plan and profit forecast of the Pledgee, the consulting and service fees payable to the Pledgee under the ExclusiveBusiness Cooperation Agreement, all expenses occurred in connection with enforcement by the Pledgee of the Pledgor’s and/or Party C’sContract Obligations and etc. 2 1.7Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 1.8Notice of Default: shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. 2.Pledge 2.1The Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the SecuredIndebtedness under this Agreement. Party C hereby assents that the Pledgor pledges the Equity Interest to the Pledgee pursuant to thisAgreement. 2.2During the term of the Pledge, the Pledgee is entitled to receive dividends distributed on the Equity Interest. The Pledgor may receivedividends distributed on the Equity Interest only with prior written consent of the Pledgee. Dividends received by the Pledgor on EquityInterest after the deduction of individual income tax paid by the Pledgor shall be, as required by the Pledgee, (1) deposited into an accountdesignated and supervised by the Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and inpreference to making any other payment; or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee tothe extent permitted under the applicable PRC laws. 2.3The Pledgor may subscribe for a capital increase in Party C only with prior written consent of the Pledgee. Any equity interest obtained bythe Pledgor as a result of the Pledgor’s subscription of the increased registered capital of the Company shall also be deemed as EquityInterest. 2.4In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to the Pledgor upon Party C’sdissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account designated and supervised by thePledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment;or (2) unconditionally donated to the Pledgee or any other person designated by the Pledgee to the extent permitted under the applicablePRC laws. 3.Term of the Pledge 3.1The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein is registered with the relevantadministration for industry and commerce (the “AIC”). The Pledge shall remain effective until all Contract Obligations have been fullyperformed or all Secured Indebtedness has been fully paid. The Pledgor and Party C shall (1) register the Pledge in the shareholders’ registerof Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration ofthe Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The partiescovenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AICthis Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect theinformation of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the Parties shall bebound by the provisions of this Agreement. The Pledgor and Party C shall submit all necessary documents and complete all necessaryprocedures, as required by the relevant PRC laws and regulations and the competent AIC, to ensure that the Pledge of the Equity Interestshall be registered with the AIC as soon as possible after submission for filing. 3 3.2During the Term of the Pledge, in the event the Pledgor and/or Party C fails to perform the Contract Obligations or pay SecuredIndebtedness, the Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of thisAgreement. 4.Custody of Records for Equity Interest subject to the Pledge 4.1During the Term of the Pledge set forth in this Agreement, the Pledgor shall deliver to the Pledgee’s custody the capital contributioncertificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of thisAgreement. The Pledgee shall have custody of such documents during the entire Term of the Pledge set forth in this Agreement. 5.Representations and Warranties of the Pledgor and Party CAs of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that: 5.1The Pledgor is the sole legal and beneficial owner of the Equity Interest. 5.2The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 5.4The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (ifrequired) for the execution, delivery and performance of this Agreement. 5.5The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articlesof association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument towhich it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of anypermit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attachedwith additional conditions. 46.Covenants the Pledgor and Party C 6.1During the term of this Agreement, the Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 6.1.1The Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance onthe Equity Interest or any portion thereof, without the prior written consent of the Pledgee, except for the performance of theTransaction Documents; 6.1.2The Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and withinfive (5) days of receipt of any notice, order or recommendation issued or prepared by the competent authorities regarding thePledge, shall present the aforementioned notice, order or recommendation to the Pledgee, and shall comply with theaforementioned notice, order or recommendation or submit objections and representations with respect to the aforementionedmatters upon the Pledgee’s reasonable request or upon consent of the Pledgee; 6.1.3The Pledgor and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impacton the Equity Interest or any portion thereof, as well as any event or notice received by the Pledgor that may have an impact onany guarantees and other obligations of the Pledgor arising out of this Agreement. 6.1.4Party C shall complete the registration procedures for the extension of the operation term within three (3) months prior to theexpiration of such term to maintain the validity of this Agreement. 6.2The Pledgor agrees that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not beinterrupted or harmed by the Pledgor or any heirs or representatives of the Pledgor or any other persons through any legal proceedings. 6.3To protect or perfect the security interest granted by this Agreement for the Contract Obligations and Secured Indebtedness, the Pledgorhereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates,agreements, deeds and/or covenants required by the Pledgee. The Pledgor also undertakes to perform and to cause other parties who havean interest in the Pledge to perform actions required by the Pledgee, to facilitate the exercise by the Pledgee of its rights and authoritygranted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee ordesignee(s) of the Pledgee (natural persons/legal persons). The Pledgor undertakes to provide the Pledgee within a reasonable time with allnotices, the orders and decisions regarding the Pledge that are required by the Pledgee. 5 6.4The Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, thePledgor shall indemnify the Pledgee for all losses resulting therefrom. 7.Event of Breach 7.1The following circumstances shall be deemed an Event of Default: 7.1.1The Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, the Pledgor and Party C shall immediately notify the Pledgee in writing accordingly. 7.3Unless an Event of Default set forth in Section 7.1 has been successfully resolved to the Pledgee’s satisfaction within twenty (20) days afterthe Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, the Pledgee may issue a Noticeof Default to the Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance withthe provisions of Section 8 of this Agreement. 8.Exercise of the Pledge 8.1The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of theNotice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled toany rights or interests associated with the Equity Interest. 8.3After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measureunder the applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with theEquity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale ofthe Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 6 8.4The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing theEquity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any otherpayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person whohave rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with allexpenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionallydonate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paidin priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds fromthe auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party Cshall not raise any objection to such exercise. 8.7When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistanceto enable the Pledgee to enforce the Pledge in accordance with this Agreement. 9.Breach of Agreement 9.1If the Pledgor or Party C conducts any material breach of any term of this Agreement, the Pledgee shall have right to terminate thisAgreement and/or require the Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice any other rights of thePledgee herein; 9.2The Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. 10.Assignment 10.1Without the Pledgee’s prior written consent, the Pledgor and Party C shall not have the right to assign or delegate their rights andobligations under this Agreement. 10.2This Agreement shall be binding on the Pledgor and his/her successors and permitted assigns, and shall be valid with respect to the Pledgeeand each of its successors and assigns. 7 10.3At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents and this Agreement to itsdesignee(s), in which case the assigns shall have the rights and obligations of the Pledgee under the Transaction Documents and thisAgreement, as if it were the original party to the Transaction Documents and this Agreement. 10.4In the event of change of the Pledgee due to assignment, the Pledgor and/or Party C shall, at the request of the Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the competent AIC. 10.5The Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by theParties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain fromany action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of the Pledgor with respect to theEquity Interest pledged hereunder shall not be exercised by the Pledgor except in accordance with the written instructions of the Pledgee. 11.Termination 11.1Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by the Pledgor and Party C, the Pledgeeshall release the Pledge under this Agreement upon the Pledgor’s request as soon as reasonably practicable and shall assist the Pledgor inde-registering the Pledge from the shareholders’ register of Party C and with the competent PRC local administration for industry andcommerce. 11.2The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 12.Handling Fees and Other ExpensesAll fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and anyother taxes and fees, shall be borne by Party C. 13.ConfidentialityThe Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders,directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in thisSection. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall bedeemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 814.Governing Law and Resolution of Disputes 14.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputeshereunder shall be governed by the laws of China. 14.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Beijing Arbitration Commissionfor arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be finaland binding on all Parties. 14.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration ofany dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 15.Notices 15.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, a commercial courier service or facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively givenshall be determined as follows: 15.2Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 15.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 9 15.4For the purpose of notices, the addresses of the Parties are as follows: Party A: Beijing Momo Information Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party B: Taizhong WangAddress: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733Party C: Beijing Fancy Reader Technology Co., Ltd.Address: 20/F Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street Chaoyang District, Beijing, PRC.Attn: Ying ZhangPhone: 010-5731 0733 15.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 16.SeverabilityIn the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 17.AttachmentsThe attachments set forth herein shall be an integral part of this Agreement. 18.Effectiveness 18.1This Agreement shall become effective upon execution by the Parties. 18.2Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 1019.Language and CounterpartsThis Agreement is written in Chinese and English in four copies. The Pledgor, the Pledgee and Party C shall hold one copy respectively and the othercopy shall be used for registration. In the event there is any discrepancy between the Chinese and English versions, the Chinese version shall prevail.The Remainder of this page is intentionally left blank 11IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the datefirst above written. Party A: Beijing Momo Information Technology Co., Ltd.By: /s/ Yan Tang /common seal/Name: Yan TangTitle: Legal RepresentativeParty B: Taizhong WangBy: /s/ Taizhong WangParty C: Beijing Fancy Reader Technology Co., Ltd.By: /s/ Taizhong Wang /common seal/Name: Taizhong WangTitle: Legal Representative 12Attachments: 1.Shareholders’ Register of Party C; 2.The Capital Contribution Certificate for Party C; 3.Exclusive Business Cooperation Agreement. 4.Exclusive Option Agreement 5.Power of Attorney 13Exhibit 8.1List of Subsidiaries and Consolidated Entities of the Registrant Subsidiaries Place ofIncorporation Momo Technology HK Company Limited Hong Kong Beijing Momo Information Technology Co., Ltd. PRC Momo Technology Overseas Holding Company Limited. British Virgin Islands Momo Information Technologies Corp. U.S. Tantan Limited. Cayman Islands QOOL Media Hong Kong Limited Hong Kong Tantan Social Inc. U.S. Tantan Hong Kong Limited. Hong Kong Tantan Technology (Beijing) Co., Ltd. PRC Beijing Yiliulinger Information Technology Co., Ltd. PRC QOOL Media Inc. Cayman Islands QOOL Media Technology (Tianjin) Co., Ltd. PRC Consolidated Affiliated Entity Beijing Momo Technology Co., Ltd. PRC Tantan Culture Development (Beijing) Co., Ltd. PRC Hainan Miaoka Network Technology Co., Ltd. PRC Hainan Yilingliuer Network Technology Co., Ltd. PRC QOOL Media (Tianjin) Co., Ltd. PRC Beijing Fancy Reader Technology Co., Ltd. PRC Subsidiaries of the Consolidated Affiliated Entity Chengdu Momo Technology Co., Ltd. PRC Shanghai Momo Technology Co., Ltd. PRC Tianjin Heer Technology Co., Ltd. PRC Chengdu Biyou Technology Co., Ltd. PRC Momo Pictures Co., Ltd. PRC Hainan Momo Pictures Co., Ltd. PRC Zhejiang Shengdian Digital Network Technology Co., Ltd. PRC Beijing Santi Cloud Union Technology Co., Ltd. PRC Beijing Santi Cloud Time Technology Co., Ltd. PRC Loudi Momo Technology Co., Ltd. PRC Ningbo Hongyi Equity Investment L.P. PRC Changsha Heer Technology Co., Ltd. PRC Hainan Heer Network Technology Co., Ltd. PRC Exhibit 12.1Certification by the Principal Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Yan Tang, certify that:1. I have reviewed this annual report on Form 20-F of Momo Inc.;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 to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by 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 under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes 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 about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely 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’s internal controlover financial reporting.Date: April 26, 2019 By: /s/ Yan TangName: Yan TangTitle: Chairman and Chief Executive OfficerExhibit 12.2Certification by the Principal Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Jonathan Xiaosong Zhang, certify that:1. I have reviewed this annual report on Form 20-F of Momo Inc.;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 to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by 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 under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes 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 about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely 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’s internal controlover financial reporting.Date: April 26, 2019 By: /s/ Jonathan Xiaosong ZhangName: Jonathan Xiaosong ZhangTitle: Chief Financial OfficerExhibit 13.1Certification by the Principal Executive OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report of Momo Inc. (the “Company”) on Form 20-F for the year ended December 31, 2018 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Yan Tang, Chairman and Chief Executive Officer of the Company, certify, pursuant to18 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 the Company.Date: April 26, 2019 By: /s/ Yan TangName: Yan TangTitle: Chairman and Chief Executive OfficerExhibit 13.2Certification by the Principal Financial OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report of Momo Inc. (the “Company”) on Form 20-F for the year ended December 31, 2018 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Jonathan Xiaosong Zhang, Chief Financial Officer of the Company, certify, pursuant to18 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 the Company.Date: April 26, 2019 By: /s/ Jonathan Xiaosong ZhangName: Jonathan Xiaosong ZhangTitle: Chief Financial OfficerExhibit 15.1[Maples and Calder (Hong Kong) LLP Letterhead]Our ref: DKP/692329-000001/14278725v1Direct +852 3690 7523Email devika.parchment@maples.comMomo Inc.20th Floor, Block B, Tower 2Wangjing SOHONo.1 Futongdong StreetChaoyang DistrictBeijing 100102People’s Republic of China26 April 2019Dear SirsMomo Inc.We have acted as legal advisers as to the laws of the Cayman Islands to Momo Inc., an exempted company incorporated with limited liability in theCayman Islands (the “Company”), in connection with the filing by the Company with the United States Securities and Exchange Commission (the“SEC”) of an Annual Report on Form 20-F for the year ended 31 December 2018 (the “Annual Report”), which will be filed with the SEC in the monthof April 2019.We consent to the reference to our firm under the heading “Item 16G. Corporate Governance” in the Annual Report and further consent to theincorporation by reference into the registration statement on Form S-8 (File No. 333-201769) dated January 30, 2015, pertaining to the Company’sAmended and Restated 2012 Share Incentive Plan and 2014 Share Incentive Plan, the registration statement on Form S-8 (File No. 333-215366) datedDecember 30, 2016, pertaining to the Company’s 2014 Share Incentive Plan, and the registration statement on Form S-8 (File No. 333-229226) datedJanuary 14, 2019, pertaining to the Company’s 2014 Share Incentive Plan, of the summary of our opinion under the heading “Item 16G. CorporateGovernance” in the Annual Report. We also consent to the filing with the SEC of this consent 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 theSecurities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.Yours faithfully,/s/ Maples and Calder (Hong Kong) LLPExhibit 15.2April 26, 2019Momo Inc. (the “Company”)20th Floor, Block BTower 2, Wangjing SOHONo.1 Futongdong StreetChaoyang District, Beijing 100102People’s Republic of ChinaLadies and Gentlemen:We have acted as legal advisors as to the laws of the People’s Republic of China to the Company in connection with the filing by the Company withthe United States Securities and Exchange Commission of an annual report on Form 20-F for the fiscal year ended December 31, 2018 and anyamendments thereto (the “Annual Report”). We hereby consent to the use and reference to our name and our opinions and views in the Annual Report,and further consent to the incorporation by reference of the summaries of our opinions in the Annual Report into the Company’s registration statementon Form S-8 (File No. 333-201769) dated January 30, 2015, pertaining to the Company’s Amended and Stated 2012 Share Incentive Plan and 2014Share Incentive Plan, the registration statement on Form S-8 (File No. 333-215366) dated December 30, 2016, pertaining to the Company’s 2014 ShareIncentive Plan, and the registration statement on Form S-8 (File No. 333-229226) dated January 14, 2019, pertaining to the Company’s 2014 ShareIncentive Plan.We further consent to the filing of this letter as an exhibit to the Annual Report.Sincerely yours,/s/ Han Kun Law OfficesHan Kun Law OfficesExhibit 15.3CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statements No. 333-201769, No. 333-215366 and No. 333-229226 on Forms S-8 of ourreports dated April 26, 2019, relating to the financial statements of Momo Inc. (the “Company”), its subsidiaries, its variable interest entities (“VIEs”),and its VIEs’ subsidiaries (which report expresses an unqualified opinion and includes explanatory paragraphs regarding the change of reportingcurrency from U.S. dollars to Renminbi and the translation of Renminbi amounts to U.S. dollar amounts for the convenience of the readers in theUnited States of America) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form20-F of Momo Inc. for the year ended December 31, 2018./s/ Deloitte Touche Tohmatsu Certified Public Accountants LLPBeijing, the People’s Republic of ChinaApril 26, 2019

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