YOUL 20-F 2025 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM20-F

(MarkOne)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Dateof event requiring this shell company report: July 9, 2025

CommissionFile Number: 001-42682

YoulifeGroup Inc.

(Exactname of Registrant as specified in its charter)

Not applicable	Cayman Islands
(Translation of Registrant’s name into English)	(Jurisdiction of incorporation or organization)

YunleiWang

RoomC431, Changjiang Software Park

No.180South Changjiang Road

BaoshanDistrict, Shanghai 201900, China

+8621 6173-6744

(Name,Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
American depositary shares, each representing one Class A ordinary shares, $0.0001 par value per share	YOUL	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share*	YOULW**	The OTC Market

*	Not for trading, but only in connection with the quoting<br>of the warrants on the OTC market.
**	The trading symbol may contain certain suffix for the quoting<br>of the warrants on the OTC market.
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Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

None

(Titleof Class)

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Titleof 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 shell company report: 76,048,600 ordinary shares (consisting of 64,887,792 Class A ordinary shares or Class A ordinary shares represented by American depositary shares and 11,160,808 Class B ordinary shares) and 7,617,500 warrants outstanding as of July 9, 2025.

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 the Securities 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 1934 during 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 filing requirements 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 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐	Non-accelerated<br> filer	☒
				Emerging<br> growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

†	The<br> term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards<br> Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.<br> GAAP ☒	International<br> Financial Reporting Standards as issued	☐	Other<br> ☐
	by<br> the International Accounting Standards Board

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. 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 Exchange Act). Yes ☐ No ☐

TABLEOF CONTENTS

		Page
EXPLANATORY NOTE		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PART I		1
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	2
Item 4.	Information on the Company	2
Item 4A.	Unresolved Staff Comments	6
Item 5.	Operating and Financial Review and Prospects	6
Item 6.	Directors, Senior Management and Employees	22
Item 7.	Major Shareholders and Related Party Transactions	29
Item 8.	Financial Information	30
Item 9.	The Offer and Listing	31
Item 10.	Additional Information	32
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 12.	Description of Securities Other Than Equity Securities	44
PART II		45
PART III		46
Item 17.	Financial Statements	46
Item 18.	Financial Statements	46
Item 19.	Exhibits	47

EXPLANATORYNOTE

On July 9, 2025, Youlife Group Inc. (the “Company” or “We”) consummated the previously announced business combination with Distoken Acquisition Corporation (“Distoken”), pursuant to the business combination agreement, dated as of May 17, 2024, as amended on November 13, 2024 and January 17, 2025 (as it may be further amended, supplemented and/or restated from time to time, the “Business Combination Agreement”) by and among Distoken, the Company, Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“First Merger Sub”), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Second Merger Sub”), and Youlife International Holdings Inc., a Cayman Islands exempted company (“Youlife”).

Under the Business Combination Agreement, the Business Combination (as defined below) were effected in two steps. On July 8, 2025, First Merger Sub merged with and into Youlife (the “First Merger”), with Youlife surviving the First Merger as a wholly-owned subsidiary of the Company and the outstanding shares of Youlife being converted into the right to receive shares of the Company. On July 9, 2025, Second Merger Sub merged with and into Distoken (the “Second Merger,” and together with First Merger, the “Mergers”), with Distoken surviving the Second Merger as a wholly-owned subsidiary of the Company and the outstanding securities of Distoken being converted into the right to receive substantially equivalent securities of the Company (in the form of the Company ADSs, except for certain restricted securities) (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Business Combination”).

Under the Business Combination Agreement, the aggregate merger consideration amount paid to the shareholders of Youlife is $700,000,000 and was paid entirely in newly issued Company Class A Ordinary Shares (as defined below) (including the Company Class A Ordinary Shares in the form of the Company ADSs) and the Company Class B Ordinary Shares, in each case as defined below, at the Closing, with each share valued at $10.00 (the “MergerConsideration”).

Prior to the First Merger Effective Time (as defined below), the Company has caused a sponsored American depositary share facility for the Company Class A Ordinary Shares to be established with a reputable depositary bank reasonably acceptable to Distoken (such bank or any successor depositary bank, the “Depositary Bank”) for the purpose of issuing and distributing the American depositary shares of the Company , each representing one Company Class A Ordinary Share (“Company ADSs”).

As a result of the Mergers, (a) (i) each security of Youlife that was not subject to any lock-up restrictions, other than the ordinary shares of Youlife held by Youtch Investment Co., Ltd., a holding company wholly owned by Mr. Yunlei Wang, Chief Executive Officer and Chairman of the Board of Directors of Youlife and the Company (the “Youlife Founder Shares”), that was issued and outstanding immediately prior to the time the First Merger was effective (the “First Merger Effective Time”) was cancelled and converted into the right to receive such number of Class A ordinary shares of the Company (“Company Class A Ordinary Shares”) equal to the Exchange Ratio (as defined below) in the form of the Company ADSs, and (ii) each security of Youlife that was subject to lock-up restrictions, other than the Youlife Founder Shares, that was issued and outstanding immediately prior to the time the First Merger Effective Time was cancelled and converted into the right to receive such number of the Company Class A Ordinary Shares equal to the Exchange Ratio, in each case in accordance with the Business Combination Agreement, (b) each Youlife Founder Share that was issued and outstanding immediately prior to the First Merger Effective Time was cancelled and converted into the right to receive such number of Class B ordinary shares of the Company (“Company Class B Ordinary Shares”) equal to the Exchange Ratio and in accordance with the Business Combination Agreement, with each such Company Class B Ordinary Share entitling each holder thereof to 20 votes for each Company Class B Ordinary Share held by such holder, (c) each outstanding ordinary share of Distoken that was issued and outstanding immediately prior to the time the Second Merger was effective was cancelled and converted into the right to receive an equivalent number of the Company Class A Ordinary Shares in the form of the Company ADSs (excluding certain restricted securities held by the Sponsor which was exchanged for the Company Class A Ordinary Shares), (d) each outstanding public warrant and Private Warrant (as defined below) of Distoken was convert into one Company public warrant and one Company private warrant, respectively (which has the right to acquire the Company ADSs), and (e) each issued and outstanding purchaser right of Distoken (excluding certain restricted securities held by the Sponsor which was exchanged for the Company Class A Ordinary Shares) was automatically converted into one-tenth of one Company Class A Ordinary Share in the form of the Company ADSs. “Exchange Ratio” means (i) the Merger Consideration as of the First Merger Effective Time divided by (ii) the total number of ordinary shares and preferred shares of Youlife. The Company Class A Ordinary Shares and the Company Class B Ordinary Shares are collectively referred to as “Company Ordinary Shares.”

On April 16, 2025 and April 28, 2025, the Company entered into certain Subscription Agreements (the “PIPE Subscription Agreements”) with Distoken and certain investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 2,704,949 Class A Ordinary Shares, at a purchase price equal to $10.00 per share (the “PIPE Private Placement”) in connection with a financing effort related to the transactions contemplated by the Business Combination Agreement. The PIPE Private Placement was consummated simultaneously with the closing of the Business Combination.

As a result of the foregoing transactions, there were 76,048,600 Ordinary Shares (consisting of 64,887,792 Class A Ordinary Shares and 11,160,808 Class B Ordinary Shares) and 7,617,500 Warrants (consisting of 6,900,000 Public Warrants and 717,500 Private Warrants) outstanding as of July 9, 2025.

On July 10, 2025, the ADSs of the Company commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “YOUL.” The Warrants of the Company are quoted on the Over-the-Counter market (“OTC market”).

ii

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements, which statements involve substantial risks and uncertainties. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of Distoken, Youlife and the Company for the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Report and on the current expectations, forecasts and assumptions of the management of Distoken and Youlife, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. The forward-looking statements contained in this Report include, but are not limited to, statements about:

●	expectations<br> regarding (and Youlife’s ability to meet expectations regarding) Youlife’s strategies<br> and future financial performance, including Youlife’s future business plans or objectives,<br> operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital<br> expenditures, and Youlife’s ability to invest in growth initiatives;
●	the<br> outcome of any legal proceedings that may be instituted against Distoken, Youlife, the Company<br> and others following announcement of the Business Combination Agreement and the transactions<br> contemplated therein;
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●	the<br> ability to recognize the anticipated benefits of the Business Combination, which may be affected<br> by, among other things, competition, the ability of the Company to grow and manage growth<br> and profitability, maintain relationships with customers and suppliers and retain its management<br> team and key employees;
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●	the<br> deployment of the proceeds of the Business Combination;
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●	the<br> projected financial information, anticipated growth rate, and market opportunity for Youlife,<br> and its estimates of expenses and profitability;
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iii

●	the<br> use of proceeds not held in the Trust Account or available to Distoken from interest income<br> on the Trust Account balance;
●	the<br> ability to maintain the listing of the Company securities on Nasdaq following the Business<br> Combination;
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●	geopolitical<br> risks, including the impacts of the ongoing conflict between Russia and Ukraine, and changes<br> in applicable laws or regulations;
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●	anticipated<br> economic, business, and/or competitive factors;
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●	anticipations<br> regarding the impact of any major disease or epidemic that disrupts Youlife’s business;
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●	litigation<br> and regulatory enforcement risks, including the diversion of management time and attention<br> and the additional costs and demands on Youlife’s resources;
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●	exchange<br> rate instability;
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●	the<br> possibility that expansion of Youlife’s or the Company’s customer offerings or<br> certain operations may subject it to additional legal and regulatory requirements, including<br> tort liability;
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●	Youlife’s<br> or the Company’s ability to retain and grow its customer base;
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●	Youlife’s<br> or the Company’s success in finding and maintaining future strategic partnerships and<br> inorganic opportunities;
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●	the<br> potential liquidity and trading of public securities of the Company;
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●	the<br> ability to raise financing in the future by the Company;
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●	the<br> ability of Youlife or the Company to respond to general economic conditions;
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●	expansion<br> and other plans and opportunities of Youlife or the Company;
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●	the<br> ability of Youlife or the Company to manage its growth effectively;
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●	the<br> ability of Youlife or the Company to develop and protect its brand; and
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●	the<br> ability of Youlife or the Company to compete with competitors in existing and new markets<br> and offerings.
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Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Report could affect the future results of Youlife and Distoken, and the Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Report.

iv

In addition, the risks described under the heading “Risk Factors” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the businesses, financial conditions, or results of operations of Youlife or Distoken, and the Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Youlife or Distoken assess the impact of all such risk factors on the businesses of Youlife or Distoken, and the Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Youlife, Distoken, and the Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Market, ranking and industry data used throughout this Report, including statements regarding market size, is based on independent industry surveys and publications, including reports by CIC. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Youlife is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Youlife” in this Report.

In addition, this Report contains statements of belief and similar statements that reflect the beliefs and opinions of Youlife or Distoken, as applicable, on the relevant subject. These statements are based upon information available to Youlife or Distoken, as applicable, as of the date of this Report, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Youlife or Distoken, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this Report and attributable to Distoken or Youlife or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

PARTI

ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.	Directors and Senior Management

Information regarding the directors and executive officers of Youlife Group Inc. after the completion of the Business Combination is included under the section “Item 6. Directors, Senior Management and Employees.”

The business address for each of our directors and executive officers is Room C431, Changjiang Software Park, No.180 South Changjiang Road, Baoshan District, Shanghai 201900, China.

B.	Advisers

Baker & McKenzie LLP acted as counsel for the Company and Youlife, and will act as counsel to the Company upon and following the consummation of the Business Combination. The address of Baker & McKenzie LLP is Suite 3401, China World Office 2, China World Trade Centre, 1 Jianguomenwai Dajie, Beijing 100004, China.

Haiwen & Partners acted as the PRC counsel for the Company and Youlife, and will act as the PRC counsel to the Company upon and following the consummation of the Business Combination. The address of Haiwen & Partners is 20/F Fortune Financial Center 5 Dong San Huan Central Road Chaoyang District Beijing 100020, China.

Campbells acted as the Cayman counsel for the Company and Youlife, and will act as the Cayman counsel to the Company upon and following the consummation of the Business Combination. The address of Campbells is 3002-04, 30/F Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

C.	Auditors

Onestop Assurance PAC acted as the independent registered public accounting firm of Youlife, for its financial statements as of December 31, 2022, 2023 and 2024 and for the years then ended, and will be the Company’s independent registered public accounting firm after the consummation of the Business Combination. The address of Onestop Assurance PAC is 10 Anson Road #06-15 International Plaza, Singapore.

ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM3. KEY INFORMATION

A.	[Reserved]
B.	Capitalization and Indebtedness
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The following table sets forth the capitalization of the Company on an unaudited pro forma condensed combined basis as of December 31, 2024, after giving effect to the Business Combination and the PIPE Private Placement.

	Pro Forma<br> Combined
As of December 31, 2024	(RMB in thousand)
Cash and cash equivalents		279,854
Class A ordinary shares		44
Class B ordinary shares		8
Treasury shares		(31	)
Additional paid-in capital		1,321,662
Statutory surplus reserve		9,367
Accumulated deficit		(615,440	)
Total Equity		715,610
Total capitalization		715,610
C.	Reasons for the Offer and Use of Proceeds
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Not applicable.

D.	Risk Factors

The risk factors associated with the Company are described in the Form 424B3 filed with the Securities And Exchange Commission (the “SEC”) on May 15, 2025 (the “Form 424B3”) in the section titled “Risk Factors,” which is incorporated herein by reference.

ITEM4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

CorporateHistory

On February 26, 2019, Youlife was incorporated as an exempted company with limited liability in the Cayman Islands.

On March 27, 2019, Youlife Technology Limited (“Youlife Technology”) was incorporated in Hong Kong with a total issued share capital of HK$10,000. On the same day, an aggregate of 10,000 shares were allotted and issued to Youlife and Youlife Technology became a directly wholly-owned subsidiary of Youlife.

Pursuant to an investment agreement dated August 31, 2020, as a portion of the onshore part of the Series C Investment, You Service Industrial Company Limited (“You Service”) subscribed for 2.0% shareholding interest in Shanghai Youerlan Information Technology Co., Ltd. (“Shanghai Youerlan”) at a consideration of US$5 million, which was based on the pre-money valuation of RMB1.5 billion of our Group in the Series C Investment and fully settled on November 19, 2020. Upon the completion of such investment, Shanghai Youerlan became a sino-foreign joint venture.

Pursuant to the respective equity transfer agreements dated October 30, 2020, Youlife Technology acquired an aggregate of approximately 98.0% shareholding interest in Shanghai Youerlan from its then shareholders (except for You Service) at a total consideration of the US dollars equivalent to RMB406.56 million, upon the filing of the shareholding changes Shanghai Youerlan was held by Youlife Technology and You Service as to approximately 98.0% and 2.0%, respectively.

From October to November 2020, Youlife conducted a share restructuring primarily for the purpose of reflecting the onshore shareholding structure of Shanghai Youerlan at the offshore level and facilitating the aforesaid offshore part of the Series C Investment. Such share restructuring comprised:

(1)	reclassification<br> and re-designation of the authorized share capital from class A and class B ordinary shares<br> to Shares and Preferred Shares;
(2)	re-designation<br> of 55,140,881 issued class A ordinary shares held by TKING INTERNATIONAL CO., LTD. (“Tking International”) to the same number of issued Shares, and repurchase of all the<br> rest of the issued class A ordinary shares;
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(3)	allotment<br> and issuance of an aggregate of 155,426,863 new Shares (including both Shares and Preferred<br> Shares) to the affiliates of the then shareholders of Shanghai Youerlan;
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(4)	allotment<br> and issuance of 2,666,667 Series C Preferred Shares to VSTAR JIUYING INVESTMENT CO., LTD.<br> (“Vstar Jiuying”), which undertook the shareholding interest in our Group<br> previously held by Shanghai Jiuyou Equity Investment Fund Management Co., Ltd. (“Shanghai Jiuyou”); and
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(5)	allotment<br> and issuance of 888,888 Shares to CHUANMINTCH INVESTMENT CO., LTD. (“ChuanMinTch”),<br> whose shareholders previously invested in our Group through Ningbo Meishan Free Trade Port<br> Yunyou Investment Management Partnership (Limited Partnership) (“Ningbo Yunyou”).
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Pursuant to a share swap agreement dated November 5, 2020, VisionGain Ventures Limited (“VisionGain Ventures”), an offshore affiliate of the then shareholders of You Service, subscribed for 4,666,667 Series C Preferred Shares, in consideration of which, the then shareholders of You Service transferred their entire shareholding interest in You Service to our Company. Upon the completion of such share swap on November 13, 2020, both You Service and Shanghai Youerlan became indirectly wholly-owned subsidiaries of Youlife.

As of the date of this Report, Youlife’s operations in mainland China are conducted by its mainland China subsidiaries and it does not have any VIE structure.

BusinessCombination with Distoken

On July 9, 2025, the Company consummated the previously announced business combination with Distoken, pursuant to the Business Combination Agreement by and among Distoken, the Company, the Sponsor, the First Merger Sub, the Second Merger Sub, and Youlife.

Under the Business Combination Agreement, the Business Combination were effected in two steps. On July 8, 2025, First Merger Sub merged with and into Youlife, with Youlife surviving the First Merger as a wholly-owned subsidiary of the Company and the outstanding shares of Youlife being converted into the right to receive shares of the Company. On July 9, 2025, Second Merger Sub merged with and into Distoken, with Distoken surviving the Second Merger as a wholly-owned subsidiary of the Company and the outstanding securities of Distoken being converted into the right to receive substantially equivalent securities of the Company (in the form of the Company ADSs, except for certain restricted securities).

Under the Business Combination Agreement, the aggregate merger consideration amount paid to the shareholders of Youlife is $700,000,000 and was paid entirely in newly issued Company Class A Ordinary Shares (including the Company Class A Ordinary Shares in the form of the Company ADSs) and the Company Class B Ordinary Shares, in each case as defined below, at the Closing, with each share valued at $10.00.

Prior to the First Merger Effective Time, the Company has caused a sponsored American depositary share facility for the Company Class A Ordinary Shares to be established with the Depositary Bank reasonably acceptable to Distoken for the purpose of issuing and distributing the Company ADSs, each representing one Company Class A Ordinary Share.

As a result of the Mergers, (a) (i) each security of Youlife that was not subject to any lock-up restrictions, other than the Youlife Founder Shares, that was issued and outstanding immediately prior to the time the First Merger Effective Time was cancelled and converted into the right to receive such number of Company Class A Ordinary Shares equal to the Exchange Ratio in the form of the Company ADSs, and (ii) each security of Youlife that was subject to lock-up restrictions, other than the Youlife Founder Shares, that was issued and outstanding immediately prior to the time the First Merger Effective Time was cancelled and converted into the right to receive such number of the Company Class A Ordinary Shares equal to the Exchange Ratio, in each case in accordance with the Business Combination Agreement, (b) each Youlife Founder Share that was issued and outstanding immediately prior to the First Merger Effective Time was cancelled and converted into the right to receive such number of Company Class B Ordinary Shares equal to the Exchange Ratio and in accordance with the Business Combination Agreement, with each such Company Class B Ordinary Share entitling each holder thereof to 20 votes for each Company Class B Ordinary Share held by such holder, (c) each outstanding ordinary share of Distoken that was issued and outstanding immediately prior to the time the Second Merger was effective was cancelled and converted into the right to receive an equivalent number of the Company Class A Ordinary Shares in the form of the Company ADSs (excluding certain restricted securities held by the Sponsor which was exchanged for the Company Class A Ordinary Shares), (d) each outstanding public warrant and Private Warrant (as defined below) of Distoken was convert into one Company public warrant and one Company private warrant, respectively (which has the right to acquire the Company ADSs), and (e) each issued and outstanding purchaser right of Distoken (excluding certain restricted securities held by the Sponsor which was exchanged for the Company Class A Ordinary Shares) was automatically converted into one-tenth of one Company Class A Ordinary Share in the form of the Company ADSs.

AdditionalAgreements in connection with the Business Combination

This section describes the material provisions of certain additional agreements entered into pursuant to or in connection with the Business Combination Agreement.

Lock-upAgreements

The Company, Youlife and Distoken entered into the Founder Lock-up Agreement with the Sponsor prior to the Closing, amending and restating the lock-up agreement that was executed by the Sponsor on May 17, 2024, and superseding the provisions of the Insider Letter Agreement with respect to transfer restrictions on the Founder Shares. The Founder Lock-up Agreement provides for a lock-up period with respect to the Founder Shares commencing on the Closing Date and ending on the one-year anniversary of the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of the Company ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing).

The Company, Youlife and Distoken entered into the Company Founder Lock-up Agreement with Youtch Investment Co., Ltd., a holding company wholly owned by Mr. Yunlei Wang, prior to the Closing, amending and restating the lock-up agreement that was executed by Youtch Investment Co., Ltd., on May 17, 2024. The Company Founder Lock-up Agreement provides for a lock-up period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of the Company ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing).

The Company, Youlife and Distoken also entered into the Company Lock-up Agreements with each shareholder of Youlife (other than Mr. Yunlei Wang) prior to the Closing, certain of which Company Lock-Up Agreements will amend and restate the lock-up agreements that were executed by certain shareholders of Youlife on May 17, 2024. The Company Lock-up Agreements provide for a lock-up period commencing on the Closing Date and ending on the date that is 180 calendar days after the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of the Company ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 90 days after the Closing). The restrictions set forth in the Company Lock-Up Agreements are waivable in writing by the Company the Company, Youlife and Distoken at any time prior to the Closing, and they may do so to the extent required for the Company to have sufficient public float to meet Nasdaq initial listing requirements.

Prior to the Closing of the Business Combination, Distoken and Youlife released the Company Ordinary Shares issuable to certain Youlife shareholders from the transfer restrictions under the lock-up agreements in order to satisfy the initial listing requirements of the Nasdaq Stock Market.

ShareholderSupport Agreements

Simultaneously with the execution of the Business Combination Agreement, Distoken, Youlife, and shareholders of Youlife collectively holding approximately 69.1% of outstanding Youlife Ordinary Shares (calculated on an as-converted basis) have entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the shareholders of Youlife have agreed (a) to vote all of Youlife Ordinary Shares held by the respective Youlife shareholders in favor of the adoption of the Business Combination Agreement, the Ancillary Documents and the Transactions (including the First Merger), subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Non-Competitionand Non-Solicitation Agreements

Simultaneously with the execution of the Business Combination Agreement, certain Youlife Shareholders entered into non-competition and non-solicitation agreements (the “Non-Competition and Non-Solicitation Agreements”) in favor of the Company, Distoken and Youlife. Under the Non-Competition and Non-Solicitation Agreements, certain Youlife Shareholders agreed not to compete with the Company during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of the Company. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

RegistrationRights Agreement

Pursuant to a registration rights agreement entered into on February 15, 2023, the holders of the Founder Shares, Representative Shares, Private Units and any units that may be issued on conversion of the Working Capital Loans (and any securities underlying the Private Units or units issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

PIPESubscription Agreements with PIPE Investors

On April 16, 2025 and April 28, 2025, the Company entered into certain PIPE Subscription Agreements with Distoken and PIPE Investors, pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 2,704,949 Class A Ordinary Shares, at a purchase price equal to $10.00 per share in connection with a financing effort related to the transactions contemplated by the Business Combination Agreement. The PIPE Private Placement was consummated simultaneously with the closing of the Business Combination.

For details for the terms of the Subscription Agreements please refer to Exhibits 4.3 and 4.4 to this Report.

B.	Business Overview

Following and as a result of the Business Combination, all business of the Company is conducted through the Company and its subsidiaries. A description of the business of the Company is included in the Form 424B3 in the sections titled “Information about Youlife”, which is incorporated herein by reference.

C.	Organizational Structure

Upon consummation of the Business Combination, Distoken became a wholly owned subsidiary of the Company. A description of the organizational structure of the Company is included in the Form 424B3 in the section entitled “Summary of the Proxy Statement/Prospectus—Organizational Structure—Structure of Pubco after the Business Combination” which is incorporated herein by reference.

B.	Property, Plants and Equipment

The Company’s principal executive offices are located at Room C431, Changjiang Software Park, No.180 South Changjiang Road, Baoshan District, Shanghai 201900, China. As of December 31, 2024, the Company leased 147 properties with an aggregate GFA of approximately 20,041.71 square meters, which are primarily used as offices purpose. Such leased properties are described in the Form 424B3 in the section entitled “Information about Youlife—Properties” and are incorporated herein by reference.

ITEM4A. UNRESOLVED STAFF COMMENTS

None.

ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Following the Business Combination, our business is conducted through Youlife, the PRC subsidiaries, which are the direct wholly-owned subsidiaries of Youlife. You should read the following discussion and analysis of the financial condition and results of operations of Youlife in conjunction with its consolidated financial statements and the related notes included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results of Youlife and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information — D. Risk Factors” and elsewhere in this Report.

KeyFactors Affecting Our Results of Operations

Our results of operations and financial condition are affected by the general factors affecting China’s blue-collar lifetime service market, including, among others, China’s overall economic growth, the competitive environment in China and greater challenges in hiring. In addition, our results of operations and financial condition are also affected by factors driving the blue-collar lifetime service market in China, such as growth of the blue-collar sector. Unfavorable changes in any of these general factors could materially and adversely affect our results of operations.

While our business is influenced by general factors affecting our industry, our results of operations are more directly affected by the following specific factors.

Ourbusiness mix

We have broad and diversified blue-collar lifetime service offerings, each of which complement and benefit each other and ensure our ability to withstand market while maintaining a strong financial growth trajectory. A shift in our revenue mix would affect our gross profit margin, as the gross profit margin of each business segment varies. Any change in the revenue mix or change in the profitability of any service offered may have a corresponding impact on our overall profitability. We may in the future further adjust our business structure and strategies to improve our profitability. Any further changes on our business mix may affect our profitability.

Ourbrand positioning and pricing ability

We rely on our well-established brand awareness and recognition, such as our brands “Youlan” and “Tiankun Education,” and our reputation in providing quality services. Our ability to maintain our relationship with existing customers and attract new customers depends, to a large extent, on our ability to continue to enhance brand recognition. We believe trusted brands enable us to expand our customer base, collaborate with more third parties, make our services more acceptable and lead to more business opportunities.

Our results of operations are also affected by the level of fees which we are able to charge. As we operate in a highly competitive and fragmented industry, our ability to price our services at the level we desire, while at the same time maintaining competitive, is dependent on a number of factors, including the pricing guideline and/or restriction issued or imposed by the relevant government authorities, the demand for our services, the supply of similar services in the market, prices set by our competitors and the competitive landscape of blue-collar lifetime service industry in China. To maintain our prices, we endeavor to diversify our services by offering more solution based, customized curricula and services. We aim to achieve a balance between pricing our services competitively while maintaining our position as a quality blue-collar lifetime service provider and ensuring an attractive profit margin. Failure to balance various factors in determining our pricing could materially and adversely affect our financial condition and results of operations.

Ourability to control operating costs and expenses

Our profitability is also affected by our ability to control our operating costs and expenses. We have been continuously improving our cost efficiency. In 2023 and 2024, our cost of sales represented 85.3% and 85.5% of our total revenue, respectively. Our cost of sales primarily consists of personnel costs, constituting approximately 79.8% and 89.7% of our cost of sales in 2023 and 2024, respectively, and most of the personnel costs were the staff costs of blue-collar talent associated with our employee management services.

We expect the cost of sales to continue to be our most significant operating costs and expenses going forward, in light of our continuous expansion. If we are unable to control our operating costs and expenses, our profitability may be materially and adversely affected.

Ourability to timely and continuously source adequate blue-collar talent who meets the requirements of our customers

We generated a significant portion of our revenue from our employee management services in 2023 and 2024. Our business depends on our ability to timely and continuously source large number of suitable blue-collar talent to support our corporate customers’ staffing needs. Our ability to continue to drive the organic growth of our blue-collar talent potential is primarily driven by factors including our ability to match them with career opportunities, the quality of our services, the range and effectiveness of our recruitment service and delivery sites, and our brand reputation.

Competition for blue-collar talent with certain skills and experience may be intense, and qualified blue-collar talent may not be available to us in a sufficient number and on terms of employment acceptable to us. Going forward, our ability to recruit enough blue-collar talent who possesses the skills and experience necessary to meet the requirements of our corporate customers in a timely manner will be largely affected by various factors including our customers’ willingness to pay, the competition in the market and the customer stickiness with us.

Ourability to maintain major customers and expand our customer base

Our success is largely dependent on our ability to attract and maintain major customers and expand our customer base, which in turn is affected by our ability to deliver quality services amid a changing landscape of the blue-collar lifetime service industry in China. In 2023 and 2024, approximately 25.5% and 28.5% of our total revenue were generated from our top five customers, respectively. There is no guarantee that we will continue to obtain new contracts with these major customers or maintain our relationships with them in the future. In addition, we have a proven record of serving leading domestic and international corporate customers with a deep understanding of their needs and delivery, which we believe would be important to enhance our branding. Our continuous growth will be driven by our ability to expand our customer base to attract larger and medium-sized customers of different industries in more cities and regions. In addition, our success will also be affected by our ability to explore relationships with customers focused on emerging industries with great growth potential.

Ourability to keep up with rapid changes in the blue-collar lifetime service industry

Our ability to grow our business and increase profitability largely depends on our ability to keep up with the rapid changes in both market conditions and relevant laws and regulations of the blue-collar lifetime service industry. Government policies have strengthened supervision requirements in the blue-collar lifetime service industry. Although we have taken measures to comply with the laws and regulations that are applicable to our business operations and avoid conducting any non-compliant activities under the applicable laws and regulations, the PRC government authorities may promulgate new laws and regulations regulating the blue-collar lifetime service industry from time to time. Any of these changes in the blue-collar lifetime service industry may result in the prohibition or restriction of certain types of services we offer, or the imposition of new or additional licensing or other requirements could also reduce our revenue and earnings.

Seasonality

Our financial condition and results of operations are subject to seasonal fluctuations due to various factors. The seasonality for each of our business segments varies. For example, we may generate lower revenue from our employee management services and HR recruitment services in the first quarter of a year, when blue-collar talent tend to return to their hometown to celebrate the Chinese New Year holidays with their families. As a result, any comparison of our sales and operating results between different periods within a single financial year, or between different periods in different financial years is not necessarily meaningful and may not indicate our future performance.

Non-GAAPFinancial Measures

To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we use adjusted net profit/loss and adjusted EBITDA, which are non-GAAP financial measures, in evaluating our operating results and for financial and operational decision-making purposes. Adjusted net profit/loss represents net profit before share-based compensation expenses, fair value gains from financial assets at fair value through profit or loss and deemed dividend to Series C and Series C+ preferred shareholders at modification of Series C and Series C+ Preferred Shares. Adjusted EBITDA represents adjusted net profit/loss before income tax expense, depreciation, amortization and interest expense. We believe that adjusted net profit/loss and adjusted EBITDA help identify underlying trends in our business that could otherwise be distorted by the effect of non-GAAP adjustments. We believe that such non-GAAP financial measures also provide useful information about our operating results, enhance the overall understanding of our past performance and prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision making.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. It should not be considered in isolation or construed as alternatives to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review the historical non-GAAP financial measures considering the most directly comparable GAAP measures, as shown below. The non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

	For<br> the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
GAAP<br> net profit/(loss)		(227,326	)		97,046			(52,388	)	)
Reconciliation<br> item:
Add:
Share-based<br> compensation, net of tax impact of nil		20,811			-			-
Fair<br> value gains from financial assets at fair value through profit or loss, net of tax impact of nil		(38,336	)		(36,500	)		21,248
Deemed<br> dividend to Series C and Series C+ preferred shareholders at modification of Series C and Series C+ Preferred Shares, net of tax<br> impact of nil		130,011			-			-
Loss<br> from disposal of equity investment		-			-			59,018
Non-GAAP<br> adjusted net profit		(114,840	)		60,546			27,878
Add:
Income<br> tax (benefit)/expense		18,551			(30,256	)		11,090
Depreciation		3,842			8,317			10,070
Amortization		14,662			18,559			16,595
Interest<br> expense		2,057			2,176			3,171
Non-GAAP<br> adjusted EBITDA		(75,728	)		59,342			68,804

All values are in US Dollars.

KeyComponents of Results of Operations

Revenues

We generated revenues from our vocational education services, HR recruitment services, employee management services and market services and solutions. The following table sets forth a breakdown of our revenues by business line, both by absolute amount and as a percentage of our total revenues for the periods indicated.

	For<br> the Year Ended December 31,
	2022				2023				2024
	RMB		%		RMB		%		RMB		US	%
	(in<br> thousands, except for percentages)
Vocational<br> education services		68,663		8.9		179,031		12.7		50,029			3.2
Employee<br> management services		563,273		73.0		1,033,837		72.9		1,382,580			87.2
HR<br> recruitment services		110,991		14.4		75,479		5.3		24,237			1.5
Market<br> services and solutions		28,367		3.7		129,700		9.1		128,794			8.1
Total		771,294		100.0		1,418,047		100.0		1,585,640			100.0
Less:<br> revenues from the discontinued operations		47,221		6.1		52,182		3.7		-
Revenues<br> from the continuing operations		724,073		93.9		1,365,865		96.3		1,585,640			100.0

All values are in US Dollars.

We have provided vocational education services since our inception, and we usually charge the relevant service fee. The service fees are decided based on the size and fee level of the schools we provide service with.

We provide our corporate customers with comprehensive HR recruitment services and charge them service fees, which are mainly determined by the number of blue-collar talents we recruited and the fee level.

Our employee management services primarily include outsourcing services and other HR solutions. We charge our corporate customers service fees for outsourcing services, which are determined by several factors, including, among others, costs and expenses of the services, the industries and the competitive landscape.

We also provide blue-collar talents, students of school customers and corporate customers and other end customers with market services comprising sale of retail goods via online platform and value-added services, such as shopping services, catering services, student and blue-collar talents dormitory services and welfare services.

Costof revenues

Our cost of sales primarily consists of (i) personnel costs; (ii) procurement costs, mainly including our costs of procuring third party recruitment services, the commodities and raw materials. The following table sets forth a breakdown of our cost of revenues by nature, both by absolute amount and as a percentage of our total revenues for the periods indicated.

	For<br> the Year Ended December 31,
	2022				2023				2024
	RMB		%		RMB		%		RMB		US	%
	(in<br> thousands, except for percentages)
Personnel<br> costs		487,871		63.3		929,097		65.5		949,906			59.9
Procurement<br> costs		109,172		14.1		217,504		15.3		336,837			21.2
Others		23,055		3.0		45,209		3.2		69,768			4.4
Total		620,098		80.4		1,191,810		84.0		1,356,511			85.5
Less:<br> cost of revenues from the discontinued operations		23,170		49.1		26,364		50.5		-			-
Cost<br> of revenues from the continuing operations		596,928		82.4		1,165,446		85.3		1,356,511			85.0

All values are in US Dollars.

Operatingexpenses

Our operating expenses primarily consist of sales and distribution expenses, administrative expenses and research and development expenses. The following table sets forth the components of our operating expenses, both by absolute amount and as a percentage of our total revenues for the periods indicated.

	For the Year Ended December 31,
	2022				2023				2024
	RMB		%		RMB		%		RMB		US	%
	(in<br> thousands, except for percentages)
Operating<br> expenses
Selling<br> and marketing expenses		72,451		9.4		98,056		6.9		51,867			3.3
Administrative<br> expenses		243,624		31.6		129,689		9.1		126,705			8.0
Research<br> and development expenses		16,695		2.2		12,285		0.9		10,017			0.6
Total		332,770		43.2		240,030		16.9		188,589			11.9
Less:<br> operating expenses from the discontinued operations		36,134		76.5		20,690		39.6		-			-
Operating<br> expenses from the continuing operations		296,636		41.0		219,340		16.1		188,589			11.9

All values are in US Dollars.

Sellingand marketing expenses. Our selling and marketing expenses primarily consist of (i) personnel costs of our sales team; (ii) marketing and promotion expenses paid to online channels for advertising; (iii) office and rental fees; (iv) travel expenses; and (v) depreciation and amortization.

Administrativeexpenses. Our administrative expenses primarily include (i) personnel costs of our administrative staff; (ii) professional service fees relating to our financing and listing activities; (iii) depreciation and amortization; (iv) credit impairment losses and (v) office and other miscellaneous expenses.

Researchand development expenses. Our research and development expenses mainly consist of (i) payroll expenses, (ii) technologies service expenses related to platform development and data analysis to support our business operations, and (iii) other expenses related to research and development functions.

Taxation

CaymanIslands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, capital gains or appreciation and there is no taxation in inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on payments of dividends.

HongKong

Under the current Hong Kong Inland Revenue Ordinance, our subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong. Additionally, payments of dividends by our subsidiaries incorporated in Hong Kong are not subject to any Hong Kong withholding tax.

China

Generally, our subsidiaries incorporated in China are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. One of our PRC Subsidiaries is entitled to a favorable statutory tax rate of 15% for the three years from 2021 to 2024 because of its qualification as a “High and New Technology Enterprise.”

Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.

Resultsof Operations

The following table sets forth a summary of our results of operations for the periods presented.

In January 2024, we completed our reorganization and discontinued operations of some of our business operations. In accordance with ASC 205-20-45, the results of all discontinued operations, less applicable income taxes, are reported as components of net income (loss) separate from the net loss of continuing operations for the years ended December 31, 2023 and 2024, as comparative statements of operations.

This information should be read together with our consolidated financial statements and related notes included elsewhere in this Report. Our results of operations in any period are not necessarily indicative of our future trends.

	For<br> the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Revenue		724,073			1,365,865			1,585,640
Cost<br> of revenue		(596,928	)		(1,165,446	)		(1,356,511	)	)
Gross<br> profit		127,145			200,419			229,129
Operating<br> expenses
Selling<br> and distribution expenses		(70,073	)		(91,688	)		(51,867	)	)
Administrative<br> expenses		(209,868	)		(115,367	)		(126,705	)	)
Research<br> and development expenses		(16,695	)		(12,285	)		(10,017	)	)
Total<br> operating expenses		(296,636	)		(219,340	)		(188,589	)	)
(Loss)/income<br> from operations		(169,491	)		(18,921	)		40,540
Other<br> income/(expense)
Fair<br> value gains/(losses)		38,336			36,500			(21,248	)	)
Other<br> incomes		28,132			2,815			11,611
Other<br> expenses		(3,977	)		(2,220	)		(422	)	)
Gain/(loss)<br> on dissolution of subsidiaries and branches		-			29,312			(8,820	)	)
Loss<br> from disposal of equity investment		16,010						(59,018	)	)
Financial<br> income/(expenses), net		18,446			1,530			(3,941	)	)
Total<br> other income/(expense), net		96,947			67,937			(81,838	)	)
(LOSS)/PROFIT<br> BEFORE TAX		(72,544	)		49,016			(41,298	)	)
Income<br> tax (expenses)/benefits		(18,551	)		30,256			(11,090	)	)
Net<br> profit/(loss) for the year from continuing operations		(91,095	)		79,272			(52,388	)	)
Net<br> profit/(loss) from discontinued operations		(6,220	)		17,774			-
Deemed<br> dividend to Series C and Series C+ preferred shareholders at modification of Series C and Series C+ Preferred Shares		(130,011	)		-			-
Net<br> profit/(loss) attribute to non-controlling interests		(3,792	)		(2,217	)		(12	)	)
Net<br> profit/(loss) attribute to ordinary shareholders		(223,534	)		99,263			(52,376	)	)
Non-GAAP Financial Data^(1)^
Adjusted<br> net (loss)/profit		(114,840	)		60,546			27,878
Adjusted<br> EBITDA		(75,728	)		59,342			68,804

All values are in US Dollars.

(1)	See<br> “-Non-GAAP Financial Measures.”

Yearended December 31, 2024, compared to year ended December 31, 2023

Revenues

Our revenues increased by 16.1% from RMB1,365.9 million for the year ended December 31, 2023 to RMB1,585.6 million (US$217.2 million) for the year ended December 31, 2024, with increases in revenues generated from employee management services as the mainly driven to the increase. The following table sets forth a breakdown of our revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated:

	For<br> the Year Ended December 31,									Variance
	2023				2024					Amount
	RMB		%		RMB		US	%		RMB			%
	(in<br> thousands, except for percentages)
Vocational<br> education services		179,031		12.7		50,029			3.2		(129,002	)		(72.1	)
Employee<br> management services		1,033,837		72.9		1,382,580			87.2		348,743			33.7
HR<br> recruitment services		75,479		5.3		24,237			1.5		(51,242	)		(67.9	)
Market<br> Services		129,700		9.1		128,794			8.1		(906	)		(0.7	)
Total		1,418,047		100.0		1,585,640			100.0		167,593			11.8
Less:<br> revenues from the discontinued operations		52,182		3.7		-			-		(52,182	)		(100.0	)
Revenues<br> from the continuing operations		1,365,865		96.3		1,585,640			100.0		219,775			16.1

All values are in US Dollars.

Vocationaleducation services. Revenues generated from vocational education services decreased by 72.1% from RMB179.0 million for the year ended December 31, 2023 to RMB50.0 million (US$6.9 million) for the year ended December 31, 2024, primarily due to (i) the decrease in our smart campus services resulting from we had completed most of our smart campus projects in 2023; and (ii) our vocational training services and self-operated vocational school services had been disposed with the discontinued operations.

Employeemanagement services. Revenues generated from employee management services increased by 33.7% from RMB1,033.8 million for the year ended December 31, 2023 to RMB1,382.6 million (US$189.4 million) for the year ended December 31, 2024, primarily due to (i) the increase of our corporate customers and their growing demands of blue-collar labors, which was attributable to comprehensive adjustments and optimizations we have achieved on business control and development under fully utilizing our mix business model of blue-collar lifecycle value chain service; and (ii) greater likelihood that our target customers are focusing on new economy industries with high customer value and large scale of outsourcing services demands.

HRrecruitment services. Revenues generated from HR recruitment services decreased by 67.9% from RMB75.5 million for the year ended December 31, 2023 to RMB24.2 million (US$3.3 million) for the year ended December 31, 2024, primarily due to (i) our average service fee decreased as our large-scale corporate customers would choose multi-settlement of high fluidity jobs; and (ii) part of our HR recruitment services had been disposed with the discontinued operations.

Marketingservices. Revenues generated from marketing services remained relatively stable at RMB129.7 million for the year ended December 31, 2023, and RMB128.8 million (US$17.6 million) for the year ended December 31, 2024.

Costof revenues

Our cost of revenues increased by 15.6% from RMB1,165.4 million for the year ended December 31, 2023 to RMB1,347.4 million (US$184.6 million) for the year ended December 31, 2024, in line with the growth of our business scale. The following table sets forth a breakdown of our cost of revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated:

	For<br> the Year Ended December 31,									Variance
	2023				2024					Amount
	RMB		%		RMB		US	%		RMB			%
	(in<br> thousands, except for percentages)
Personnel<br> costs		929,097		65.5		949,906			59.9		20,809			2.2
Procurement<br> costs		217,504		15.3		336,837			21.2		119,333			54.9
Others		45,209		3.2		69,768			4.4		24,559			54.3
Total		1,191,810		84.0		1,356,511			85.5		164,701			13.8
Less:<br> cost of revenues from the discontinued operations		26,364		50.5		-			-		(26,364	)		(100.0	)
Cost<br> of revenues from the continuing operations		1,165,446		85.3		1,356,511			85.5		191,065			16.4

All values are in US Dollars.

Procurementcosts. Costs related to personnel procurement costs increased by 54.9% from RMB217.5 million for the year ended December 31, 2023, to RMB336.8 million (US$46.1 million) for the year ended December 31, 2023, primarily due to the increase in cost paid to third-party services providers engaged in the employee management services, generally in line with our revenue growth.

Grossprofits and margin

Our gross margin decreased from 14.7% for the year ended December 31, 2023 to 14.5% for the year ended December 31, 2024, primarily due to the decrease of HR recruitment services which has a higher gross margin with almost 55.5% margin. The percentage of the gross profit from HR recruitment services decreased from 25.1% for the year ended December 31, 2023 to 5.9% for the year ended December 31, 2024.

Operatingexpenses

Our operating expenses decreased from RMB219.3 million for the year ended December 31, 2023, to RMB196.5 million (US$26.9 million) for the year ended December 31, 2024, representing a decrease of 10.4%. The following table sets forth a breakdown of our cost of revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated:

	For<br> the Year Ended December 31,									Variance
	2023				2024					Amount
	RMB		%		RMB		US	%		RMB			%
	(in<br> thousands, except for percentages)
Selling<br> and distribution expenses		98,056		6.9		51,867			3.3		(46,189	)		(47.1	)
Administrative<br> expenses		129,689		9.1		126,705			8.0		(2,984	)		(2.3	)
Research<br> and development expenses		12,285		0.9		10,017			0.6		(2,268	)		(18.5	)
Total<br> operating expenses		240,030		16.9		188,589			11.9		(51,441	)		(21.4	)
Less:<br> operating expenses from the discontinued operations		20,690		39.6		-			-		(20,690	)		(100.0	)
Operating<br> expenses from the continuing operations		219,340		16.1		188,589			11.9		(30,751	)		(14.0	)

All values are in US Dollars.

Sellingand marketing expenses. Our selling and marketing expenses decreased by 47.1% from RMB98.1 million for the year ended December 31, 2023, to RMB51.9 million (US$7.1 million) for the year ended December 31, 2024, primarily because we reduced related marketing and promotion activities for retail services.

Administrativeexpenses. Our administrative expenses decreased by 2.3% from RMB129.7 million for the year ended December 31, 2023 to RMB126.7 million (US$17.4 million) for the year ended December 31, 2024, primarily because RMB13.0 million of credit losses of other receivables and RMB2.4 million of credit losses of accounts receivable were reversed in 2023 due to effective receivables collection but RMB1.6 million (US$0.2 million) credit losses of other receivables were reversed and RMB1.8 million (US$0.3 million) credit losses of accounts receivable charged to expense in 2024.

Researchand development expenses. Our research and development expenses decreased by 18.5% from RMB12.3 million for the year ended December 31, 2023, to RMB10.0 million (US$1.4 million) for the year ended December 31, 2024, primarily due to the decrease in technologies services expenses resulting from the continuous investment in our platforms.

(Loss)/incomefrom operations

As a result of the foregoing, we recorded profits from operations of RMB40.5 million (US$5.6 million) for the year ended December 31, 2024, compared with loss from operation of RMB18.9 million for the year ended December 31, 2023, primarily due to our business development and increased efficiency.

Otherincome/(expense), net

We incurred other incomes, net of RMB67.9 million and other expense, net of RMB81.8 million (US$11.2 million) for the year ended December 31, 2023, and 2024, respectively, primarily due to the fair value loss and disposal loss from our equity investment.

Incometaxes

Our income tax expenses were RMB11.1 million (US$1.5 million) for the year ended December 31, 2024, compared to income tax benefits RMB30.3 million for the year ended December 31, 2023, primarily due to the recognition of deferred tax assets have been utilized.

Netprofit/(loss)

As a result of the foregoing, we recorded net loss of RMB51.2 million (US$7.2 million) for the year ended December 31, 2024, compared to net profit of RMB79.3 million for the year ended December 31, 2023.

Yearended December 31, 2023 compared to year ended December 31, 2022

Revenues

Our revenues increased by 88.6% from RMB724.1 million in 2022 to RMB1,365.9 million (US$187.9 million) in 2023, with increases in revenues generated from vocational education services, HR recruitment services, employee management services and marketing services and solutions. The increase of our revenues was mainly driven by the growth in employee management services. The following table sets forth a breakdown of our revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated:

	For<br> the Year Ended December 31,									Variance
	2022				2023					Amount
	RMB		%		RMB		US	%		RMB			%
	(in<br> thousands, except for percentages)
Vocational<br> education services		68,663		8.9		179,031			12.7		110,368			160.7
Employee<br> management services		563,273		73.0		1,033,837			72.9		470,564			83.5
HR<br> recruitment services		110,991		14.4		75,479			5.3		(35,512	)		(32.0	)
Market<br> Services		28,367		3.7		129,700			9.1		101,333			357.2
Total		771,294		100.0		1,418,047			100.0		646,753			83.9
Less:<br> revenues from the discontinued operations		47,221		6.1		52,182			3.7		4,961			10.5
Revenues<br> from the continuing operations		724,073		93.9		1,365,865			96.3		641,792			88.6

All values are in US Dollars.

Vocationaleducation services. Revenues generated from vocational education services increased by 160.7% from RMB68.7 million in 2022 to RMB179.0 million (US$24.6 million) in 2023, primarily due to (i) the easing of the impact of COVID-19 and the resumption of existing business; (ii) we have expanded our businesses in vocational qualification certification, characteristic college entrance examination, international study abroad, and co-construction projects with emerging industry colleges of vocational colleges; and (iii) the government vigorously promote relevant policies beneficial for vocational business.

Employeemanagement services. Revenues generated from employee management services increased by 83.5% from RMB563.3 million in 2022 to RMB1,033.8 million (US$142.3 million) in 2023, primarily due to (i) the increase of our corporate customers and their growing demands of blue-collar labors, which was attributable to comprehensive adjustments and optimizations we have achieved on business control and development under fully utilizing our mix business model of blue-collar lifecycle value chain service; and (ii) our target customers are more likely focusing on new economy industries with high customer value and large scale of outsourcing services demands.

HRrecruitment services. Revenues generated from HR recruitment services decreased by 32.0% from RMB111.0 million in 2022 to RMB75.5 million (US$10.4 million) in 2023, primarily due to (i) since the beginning of 2022, a few waves of COVID-19 outbreaks have emerged in various regions of China and various restrictions were reinstated. The lack of blue-collar resources under these restrictions increased our average service fee per talent recruited; and (ii) our average service fee decreased in 2023 as our large-scale corporate customers would choose multi-settlement of high fluidity jobs.

Marketingservices and solutions. Revenues generated from marketing services and solutions increased by 357.2% from RMB28.4 million in 2022 to RMB129.7 million (US$17.8 million) in 2023, primarily due to the addition of sale of retail goods at the end of 2022.

Our revenues from the discontinued operations primarily generated from vocational education services for self-operated vocational school services and vocational training services.

Costof revenues

Our cost of revenues increased by 95.2% from RMB596.9 million in 2022 to RMB1,165.4 million (US$164.2 million) in 2023, in line with the growth of our business scale. The following table sets forth a breakdown of our cost of revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated:

	For<br> the Year Ended December 31,									Variance
	2022				2023					Amount
	RMB		%		RMB		US	%		RMB		%
	(in<br> thousands, except for percentages)
Personnel<br> costs		487,871		63.3		929,097			65.5		441,226		90.4
Procurement<br> costs		109,172		14.1		217,504			15.3		108,332		99.2
Others		23,055		3.0		45,209			3.2		22,154		96.1
Total		620,098		80.4		1,191,810			84.0		571,712		92.2
Less:<br> cost of revenues from the discontinued operations		23,170		49.1		26,364			50.5		3,194		13.8
Cost<br> of revenues from the continuing operations		596,928		82.4		1,165,446			85.3		568,518		95.2

All values are in US Dollars.

Personnelcosts. Costs related to personnel costs increased by 90.4% from RMB487.9 million in 2022 to RMB929.1 million (US$127.8 million) in 2023, primarily due to the increase of our outsourcing services scale and higher average labor cost per blue-collar talent.

Procurementcosts. Costs related to personnel procurement costs increased by 99.2% from RMB109.2 million in 2022 to RMB217.5 million (US$29.9 million) in 2023, primarily due to the addition of retail services.

Our cost of revenues from the discontinued operations primarily consists of teachers’ labor cost and other teaching materials.

Grossprofits and margin

Our gross margin decreased from 17.6% in 2022 to 14.7% in 2023, primarily due to (i) the increase in cost paid to each talent, generally in line with our revenue growth in outsourcing services and other services; and (ii) we engaged certain third-party services providers to supplement our own blue-collar talent resources to satisfy the increased demands of certain corporate customers thus incurred procurement costs.

Operatingexpenses

Our operating expenses decreased from RMB296.6 million in 2022 to RMB219.3 million (US$30.2 million) in 2023, representing a year-over-year decrease of 26.1%, primarily due to the following:

	For<br> the Year Ended December 31,									Variance
	2022				2023					Amount
	RMB		%		RMB		US	%		RMB			%
	(in<br> thousands, except for percentages)
Selling<br> and distribution expenses		72,451		9.4		98,056			6.9		25,605			35.3
Administrative<br> expenses		243,624		31.6		129,689			9.1		(113,935	)		(46.8	)
Research<br> and development expenses		16,695		2.1		12,285			0.9		(4,410	)		(26.4	)
Total<br> operating expenses		332,770		43.1		240,030			16.9		(92,740	)		(27.9	)
Less:<br> operating expenses from the discontinued operations		36,134		76.5		20,690			39.6		(15,444	)		(42.7	)
Operating<br> expenses from the continuing operations		296,636		41.1		219,340			16.1		(77,296	)		(26.1	)

All values are in US Dollars.

Sellingand marketing expenses. Our selling and marketing expenses increased by 30.8% from RMB70.1 million in 2022 to RMB91.7 million (US$12.6 million) in 2023, primarily due to marketing and promotion expenses for retail services.

Administrativeexpenses. Our administrative expenses decreased by 45.0% from RMB209.9 million in 2022 to RMB115.4 million (US$15.9 million) in 2023, (i) professional service fees decreased by 37.8% from RMB26.6 million in 2022 to RMB16.5 million (US$2.1 million) in 2023 due to sponsor is not required in De-SPAC basis of business combination and (ii) RMB67.5 million of credit impairment losses were recorded in 2022 and RMB12.0 million (US$1.9 million) of credit impairment losses were reversed in 2023 due to effective receivables collection. We incurred share-based compensation of RMB20.8 million and nil in 2022 and 2023, respectively.

Researchand development expenses. Our research and development expenses decreased by 26.4% from RMB16.7 million in 2022 to RMB12.3 million (US$1.7 million) in 2023, primarily due to the decrease of technologies services expenses resulting from the continuous investment in our platforms.

Lossfrom operations

As a result of the foregoing, our loss of operations decreased by 87.3% from RMB148.7 million in 2022 to RMB18.9 million (US$2.6 million) in 2023.

Otherincome, net

We incurred other income, net of RMB67.9 million (US$9.3 million) in 2023, compared to other income, net of RMB96.9 million in 2022.

Our total income, net decreased by RMB29.0 million, primarily due to the decrease of government grants and foreign exchange gains in 2023.

Incometaxes

Our income tax benefits were RMB30.3 million (US$4.2 million) in 2023, compared to income tax expenses RMB18.6 million, primarily due to the recognition of deferred tax assets for net operating losses carry forward which were considered probable that enough taxable profits will be available against which the tax losses can be utilized.

Netprofit/ (loss) from continuing operations

As a result of the foregoing, our net profit from continuing operations in 2023 was RMB79.3 million (US$10.9 million), compared to net loss RMB91.1 million in 2022.

Ournet profit/ (loss) from discontinued operations

Our net profit from discontinued operations in 2023 was RMB17.8 million (US$2.4 million), compared to net loss RMB6.2 million in 2022, primarily due to reversal of credit impairment losses due to effective receivables collection.

Netprofit/(loss)

As a result of the foregoing, we recorded net profit of RMB99.3 million (US$13.7 million) in 2023, compared to net loss RMB223.5 million in 2022.

Liquidityand Capital Resources

Our cash and cash equivalents consist of cash on hand, demand deposit.

The following table sets forth a summary of our cash flow for the year presented:

	For<br> the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Net<br> cash provided by (used in) operating activities		(17,258	)		11,501			6,263
Net<br> cash provided by (used in) investing activities		(51,674	)		(22,605	)		(10,876	)	)
Net<br> cash provided by (used in) financing activities		17,621			(231,838	)		(54,305	)	)
Effect<br> of foreign exchange rate changes, net		3,989			2,931			24
Net<br> increase/(decrease) in cash and cash equivalents		(47,322	)		(240,011	)		(58,894	)	)
Cash<br> and cash equivalents, beginning of the year		476,283			428,961			185,425
Cash<br> and cash equivalents, ended of the year		428,961			188,950			126,531
Less:<br> cash and cash equivalents at end of the year from discontinued operations		120,980			3,525			-
Cash and cash equivalents at end of the year from continuing operations		307,981			185,425			126,531

All values are in US Dollars.

We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months. After this offering, we may decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Operatingactivities

Our net cash provided by operating activities for the year ended of December 31, 2024 was RMB6.3 million (US$0.9 million), primarily due to our net loss of RMB51.2 million (US$7.0 million), as adjusted to reflect certain non-cash or non-operating activities related items, which primarily included fair value losses from financial assets at fair value through profit or loss of RMB21.2 million and loss from disposal of equity investment of RMB59.1 million. Changes in the working capital mainly included (i) a decrease in accounts payables of RMB32.0 million (US$4.4 million); (ii) an increase in other payables and accruals of RMB29.4 million (US$4.0 million); and (iii) a decrease in contract liabilities of RMB19.3 million (US$2.6 million).

Our net cash provided by operating activities for the year ended of December 31, 2023, was RMB11.5 million, primarily due to our net profit of RMB79.3 million, as adjusted to reflect certain non-cash or non-operating activities related items, which primarily included fair value gains from financial assets at fair value through profit or loss of RMB36.5 million. Changes in the working capital mainly included (i) an increase of RMB140.8 million in trade receivables; (ii) an increase in contract liability of RMB36.6 million; (iii) an increase in other payables and accruals of RMB82.4 million; (iv) principle of lease payments of RMB8.1 million and the net cash provided by operating activities from discontinued operations of RMB1.2 million.

Our net cash used in operating activities for the year ended of December 31, 2022 was RMB17.2 million, primarily due to our net loss of RMB91.1 million, as adjusted to reflect certain non-cash or non-operating activities related items, which primarily included fair value gains from financial assets at fair value through profit or loss of RMB38.3 million. Changes in the working capital mainly included (i) a decrease in prepayments, other receivables and other assets of RMB48.5 million; (ii) a decrease of other payables and accruals of RMB30.6 million and the net cash provided by operating activities from discontinued operations of RMB59.9 million.

Investingactivities

Our net cash used in investing activities for the year ended December 31, 2024, was RMB10.9 million (US$1.5 million), primarily due to (i) net cash paid for business acquisitions of RMB9.6 million (US$1.3 million), and (ii) cash used in purchase of items of property and equipment of RMB1.1 million (US$0.2 million).

Our net cash used in investing activities for the year ended December 31, 2023 was RMB22.6 million, primarily due to (i) cash used in purchase of items of property and equipment of RMB94.7 million; (ii) cash used in purchase of intangible assets of RMB8.7 million; (iii) cash received of short-term investment of RMB84.2 million and the net cash used in investing activities from discontinued operations of RMB3.5 million.

Our net cash used in investing activities for the year ended December 31, 2022 was RMB51.7 million, primarily due to prepayment of other non-current assets of RMB51.3 million and the net cash used in investing activities from discontinued operations of RMB4.7 million.

Financingactivities

Our net cash used in financing activities for the year ended December 31, 2024, was RMB54.3 million (US$7.4 million), primarily due to repayment of advances from third parties of RMB58.6 million (US$8.0 million).

Our net cash used in financing activities for the year ended December 31, 2023, was RMB231.8 million, primarily due to (i) repayment of advances from third parties of RMB96.5 million; (ii) repayment of bank and other borrowings of RMB9.0 million and the net cash used in financing activities from discontinued operations of RMB115.2 million.

Our net cash provided by financing activities for the year ended December 31, 2022 was RMB17.6 million, primarily due to (i) repayment of bank and other borrowings of RMB32.0 million; (ii) payment for listing expenses of RMB22.3 million; (iii) proceeds from issuance of convertible redeemable preferred shares of RMB 14.5million and the net cash provided by financing activities from discontinued operations of RMB58.3 million.

MaterialCash Requirements

Our material cash requirements as of December 31, 2024, and any subsequent period primarily included our capital expenditures and contractual obligations.

CapitalExpenditures

We did not incur capital expenditure in 2023 and 2024. Capital expenditure primarily represents capital payment to the new vocational facility. We will continue to make capital expenditures to meet the expected growth of our business. We intend to fund our future capital expenditure with our existing cash balance and proceed with this offering.

ContractualObligations

The following table sets forth our contractual obligations as of December 31, 2024:

Payment<br> Due by Period
****	Total		Within One Year		More Than One Year
	(RMB<br> in thousands)
Operating<br> lease obligation		43,023		11,042		31,981

Other than as shown above, we did not have any other significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024.

InternalControl over Financial Reporting

Prior to this Business Combination, we were a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. Our management and independent registered public accounting firm have completed the assessment and audit of our internal control over financial reporting, and they did not find any internal control issue.

As a company with less than US$1.235 billion in revenue for the last year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Off-BalanceSheet Commitments and Arrangements

We have not entered any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated and combined financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk, or credit support to us or engages in leasing, hedging, or product development services with us.

HoldingCompany Structure

Youlife International Holdings Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our PRC Subsidiaries in China. As a result, although other means are available for us to obtain financing at the holding company level, our ability to pay dividends to the shareholders and to service any debt we may incur may depend upon dividends paid by our PRC Subsidiaries.

If our existing PRC Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our PRC Subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their registered capital. In addition, our wholly foreign-owned subsidiaries in China may allocate a portion of their after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at their discretion. Statutory reserve funds and discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC Subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

Quantitativeand Qualitative Disclosures about Market Risk

CreditRisk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. We place substantially all our cash with financial institutions with high credit ratings and quality in China. In the event of bankruptcy of one of these financial institutions, we may not be able to claim our cash and demand deposits back in full. We continue to monitor the financial strength of the financial institutions. There has been no recent history of default in relation to these financial institutions.

For accounts receivable, credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. We identify credit risk collectively based on industry, geography and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the exposures to the customer and its likely future development.

LiquidityRisk

We are also exposed to liquidity risk which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.

ForeignExchange Risk

Our operations are primarily in China. Our reporting currency is denominated in RMB. We are exposed to currency risk primarily through capital transaction which gives rise to receivables, payables and cash balances that are denominated in currencies other than the functional currency of the operations to which the transactions relate.

CriticalAccounting Policies and Estimates

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations because of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this Report. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Valuationallowance of deferred tax assets

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, when determining whether a valuation allowance is needed. Factors considered include the nature, timing and amount of current and cumulative losses, nature, timing and amount of future taxable income, statutory carry-forward periods, experience with tax attributes expiring unused, and current economic information.

As of December 31, 2022, 2023 and 2024, the valuation allowance for deferred tax assets were RMB89.7, RMB60.7 million and RMB40.5 million (US$5.6 million), respectively, because they did not meet the “more likely than not” criteria as defined by the recognition and measurement provisions of FASB ASC Topic 740, Income Taxes. As of December 31, 2023 and 2024, we had net deferred tax assets, after valuation allowance, RMB35.5 million and RMB28.1 million (US$3.9 million), respectively. The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. Changes in our assumptions and estimates would affect these balances, our effective income tax rate and cash flows.

Allowancefor expected credit losses

The allowance for expected credit losses (“ECL”) is a valuation account that is deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial assets. We adopt ASC Topic 326, “Financial Instruments — Credit Losses”, for credit loss assessment using the modified retrospective approach for all in-scope assets. The Group’s in-scope assets are primarily account receivables and other receivables.

For ECL of accounts receivables, we identify the relevant risk characteristics of customers and related receivables, which include size, types of services we provide, or a combination of these characteristics. Account receivables with similar risk characteristics are grouped into pools. For each pool, we consider the historical credit loss experience, the age of the accounts receivable balances, credit quality of the customers, current economic conditions and supportable forecasts of future economic conditions in assessing the ability to collect from customers.

For ECL of other receivables, the balance mainly consists of several large receivables which do not share similar risk characteristics with each other. We evaluate ECL on an individual basis. We consider factors including counterparties’ credit rating and repayment ability. The repayment ability depends on their performance and business sustainability which are affected by future economic conditions.

The factors considered for ECL evaluation may differ from management’s initial estimates so that the amount of ECL changes accordingly and impact on our operating results and financial position. As of December 31, 2022, 2023 and 2024, the allowance for credit loss of accounts receivables were RMB27.7, RMB20.7 million and RMB22.6 million (US$3.1 million), respectively. And the allowance for credit loss of other receivables were RMB57.1, RMB42.6 million and RMB28.6 million (US$3.9 million), respectively.

RecentlyIssued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in our consolidated financial statements included elsewhere in this Report.

ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

Following the consummation of the Business Combination, the business and affairs of the Company is managed by or under the direction of the Board. Officers of the Company will be elected by the Board from time to time and will hold office for the term as determined by the Board. The Board consists of seven individuals. The following table sets forth certain information, as of the date of this Report, concerning the persons who serve as directors and executive officers of the Company.

Name	Age	Position
Yunlei<br> Wang	48	Chairman<br> of the Board, Executive Director and Chief Executive Officer
Lidong<br> Zhu	54	Director,<br> Chief Financial Officer and Senior Vice President
Xiaolin<br> Gou	49	Director<br> and Senior Vice President
Yunqiu<br> Dai	34	Director
Clement<br> Ka Hai Hung	69	Independent<br> Director
Yeeli<br> Hua Zheng	53	Independent<br> Director
Huifang<br> Cheng	71	Independent<br> Director

Executive Officers and Directors of the Company

Mr. Yunlei Wang has served as a director, Chairman of the Board, and Chief Executive Officer of Youlife since July 2014 and of the Company since its incorporation. Prior to the foundation of Youlife in July 2014, he founded the predecessor of our Group, Wenzhou Yunlei, in January 2008. He served as a senior manager of the human resources department of Tsingshan Holding Group Company Limited from March 2004 to January 2008, primarily responsible for human resources management of the group. From September 1996 to February 2004, he successively worked at Anyue Heyi Township Junior Middle School Anyue Lijia Senior Middle School and Anyue Vocational and echnical Education Center as a Chinese teacher. Mr. Wang obtained a bachelor’s degree in Chinese language and literature from Central Radio and Television University in July 2004 and an executive master of business administration degree from Cheung Kong Graduate School of Business in September 2016. Mr. Wang also completed the executive master of business administration program of Tsinghua University in May 2009.

Mr. Lidong Zhu has served as a director and Chief Financial Officer and Senior Vice President of Youlife since January 2022 and of the Company since its incorporation. Prior to that, Mr. Zhu served as the chief financial officer at various companies, including China Rundong Auto Group Limited, a company formerly listed on the Main Board of the Hong Kong Stock Exchange, China New Higher Education Group Limited (Stock Code: 2001.HK) and First High-School Education Group Co., Ltd. (Stock Code: FHS.NYSE) from March 2013 to December 2021. From 2005 to 2013, he successively worked at three automobile companies, namely Chery Automotive Co., Ltd. Beiqi Foton Motor Co., Ltd. (Stock Code: 600166.SH), and ZAP Inc., a US-based manufacturer of electric vehicles. He also worked at Deloitte and Pricewaterhouse Coopers from 1995 to 2005. Mr. Zhu received a bachelor’s degree in business management from Southwestern University of Finance and Economics in 1993. Mr. Zhu is a member of the Chinese Institute of Certified Public Accountant, the China Certified Tax Agents Association and the China Appraisal Society.

Mr. Xiaolin Gou has served as a director and Senior Vice President of Youlife since May 2017 and of the Company since its incorporation. Prior to that, he served as the chief executive officer of Beijing Zhongfa Zhixun Technology Development (Group) Co., Ltd. from March 2016 to April 2017, a company mainly engaged in cultural tourism real estate and intelligent manufacturing, where he was in charge of formulating corporate strategies, business management and organizational development. From April 2014 to February 2016, he served as the vice president of Mango Net Co., Ltd., a company mainly engaging in tourism, where he was responsible for management of Internet products, technology development and operation. Mr. Gou obtained a bachelor’s degree in automation from Yanshan University in July 1998 and a master’s degree in business administration from University of Wales in December 2012.

Ms. Yunqiu Dai has served as a director of the Company since May 2024. She currently serves as the chairwoman of the board and the founder partner of the Fengshi Capital since June 2022. Prior to that she worked in Zhejiang Saize Investment Group Co., Ltd with the title of investment manager, managing director and partner since January 2015 to January 2022. Ms. Dai received a bachelor’s degree in applied psychology from Huangshan College in July 2012 and a master’s degree in business administration from Hong Kong Finance and Economics College in September 2017. We believe she is well qualified to serve on our board of directors due to her experience in capital investment in multiple industries.

Mr. Clement Ka Hai Hung has served as an independent director of the Company since July 2025. Mr. Hung currently serves as a non-executive director of High Fashion International Limited (Stock Code: 608.HK), and an independent non-executive director of each of Starjoy Wellness and Travel Company Limited (formerly known as Aoyuan Healthy Life Group Company Limited (Stock Code: 3662 .HK)), China East Education Holdings Limited (Stock Code: 667.HK), Huarong International Financial Holdings Limited (Stock Code: 993.HK), Skyworth Group Limited (Stock Code: 751.HK), USPACE Technology Group Limited (formerly known as Hong Kong Aerospace Technology Group Limited (Stock Code: 1725.HK)) , JX Energy Ltd. (Stock Code: 3395.HK) and Capital Estate Limited (Stock Code: 193.HK). Mr. Hung also currently acts as an independent supervisor of the Supervisory Committee of Ping An Insurance (Group) Company of China, Ltd. (Stock Code: 2318.HK and Stock Code: 601318.SH). Mr. Hung was an independent non-executive director of each of SY Holdings Group Limited (formerly known as Sheng Ye Capital Limited) (Stock Code: 8469.HK) from June 2017 to July 2022, and Gome Finance Technology Co., Ltd. (formerly known as Sino Credit Holdings Limited, (Stock Code: 628.HK)) from October 2016 to December 2023. Mr. Hung served as the consultant of the Guangzhou Institute of Certified Public Accountants from 2004 to 2014. During the period between 2006 to 2011, he also served as a member of the Political Consultative Committee of Luohu District, Shenzhen. After his retirement as the chairman of Deloitte China in2016, he was appointed as an expert consultant of the MOF in the PRC. Mr. Hung is a life member of The Institute of Chartered Accountants in England and Wales. Mr. Hung obtained a bachelor’s degree in arts degree from the University of Huddersfield (now known as University of Lincoln), United Kingdom in 1980. We believe he is well qualified to serve on our board of directors due to his rich experience in accounting, audit, management and the capital markets.

Ms. Yeeli Hua Zheng has served as an independent director of the Company since July 2025. She currently serves as an independent non-executive director of Bitfufu Inc. (Nasdaq: FUFU). She had been the head of Nasdaq Group’s China practice from 2009 to 2019, where she was in charge of Chinese firms’ listing on Nasdaq. Prior to Nasdaq, Ms. Zheng was an executive director for NYSE Euronext for five years. Ms. Zheng was a junior partner at Pivotal Assets before joining NYSE in 2005. Before her career in Wall Street, Ms. Zheng was a senior advisor on China Economy and Business at the Executive Office of Kofi Anan, then Secretary General of the United Nations. Ms. Zheng focused on international economy study and graduated from Harvard University Kennedy School of Government with a MPA in 2001. We believe she is well qualified to serve on our board of directors due to her extensive experience in securities transactions and the U.S. capital markets.

Ms. Huifang Cheng has served as an independent director of the Company since July 2025. Ms. Cheng currently serves as an independent non-executive director of Zhejiang China Light & Textile Industrial City Group Co., Ltd. (Stock Code: 600790.SH), Ningbo Fujia Industrial Co., Ltd. (Stock Code: 603219.SH) and China Kings Resources Group Co., Ltd. (Stock Code: 603505.SH). Ms. Cheng currently serves as a professor and doctoral supervisor of Zhejiang University of Technology. Prior to that, she served as the president of School of Economics and Management at Zhejiang University of Technology from 2001 to 2009 and the executive vice president of School of Economics and Management of Zhejiang University of Technology from 1994 to 2000. Ms. Cheng obtained a doctoral degree in finance from Fudan University in January 1999. We believe she is well qualified to serve on our board of directors due to her academic expertise in financial management.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon advance written notice. In such case of termination, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with an advance written notice.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

Each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.

Limitation on Liability and Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. The Second Amended and Restated Memorandum and Articles of Association of the Company (“Company Charter”) provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. In addition, we have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Cayman Islands law, subject to certain exceptions contained in those agreements. We have also purchased a policy of directors’ and officers’ liability insurance that will insure our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and will insure us against our obligations to indemnify our officers and directors.

These indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

B.	Compensation

For the year ended December 31, 2022, 2023 and 2024, Youlife paid an aggregate of approximately RMB2.9 million, RMB3.0 million and RMB4.3 million (US$0.6 million), respectively, in cash to its executive officers and directors. Youlife made contributions to such officers and executive directors’ pension, medical insurance, unemployment insurance, housing fund and other statutory benefits as required by PRC law, which amounted to approximately RMB0.8 million (US$0.1 million) in 2024.

As of the date of this Report, the Company has not paid compensation to its executive officers and directors.

RSU Plan

Our restricted share unit plan (the “RSU Plan”) was adopted in connection with the Business Combination Agreement and becomes effective upon the Closing. Under the RSU Plan, the maximum aggregate number of Company Class A Ordinary Shares which may be issued pursuant to all awards under such plan, or the award pool, shall be 10,018,119 Company Class A Ordinary Shares. We adopted the RSU Plan to provide equity awards as part of our compensation program, an important tool for motivating, attracting and retaining talented employees and for creating shareholder value.

The following paragraphs summarize the principal terms of the RSU Plan.

Plan Administration

A committee or person authorized by the Board may administer the RSU Plan. Such committee or authorized person determines, among other things, the participants to receive awards, and the terms and conditions of each award grant.

Grant Letters

Awards granted under the RSU Plan are evidenced by a grant letter that sets forth terms, conditions and limitations for each award, which may include plan participant’s name, grant date, number of shares underlying the granted RSUs, RSU exercise price, and other relevant terms.

Eligibility

We may grant awards to its eligible employees, directors and consultants.

Vesting Schedule

In general, the plan administrator determines the vesting schedule, which is specified in the grant letter.

Exercise of Awards

Plan participants holding restricted share units and vested according to the vesting notification can exercise part or all of the underlying shares by submitting an exercise notice to the plan administrator after the listing of our shares.

Transferability

The restricted share units granted under this plan shall be personal to each plan participant. Plan participants are prohibited from selling, transferring, assigning, pledging any restricted share units to any other individuals, or allowing any person to have any interest in the restricted share units.

Termination and Amendment

Unless terminated earlier, the RSU Plan has a term of ten years. The Board may terminate, amend or modify the plan, subject to the limitations of applicable laws. However, no such action may adversely affect in any material way any award previously granted without prior written consent of the plan participants.

New Plan Benefits

No awards have been previously granted under the RSU Plan and no awards have been granted that are contingent on shareholder approval of the RSU Plan. The awards that are to be granted to any participant or group of participants are indeterminable as of the date of this Report because participation and the types of awards that may be granted under the RSU Plan are subject to the discretion of the RSU Plan administrator. Consequently, no new plan benefits table is included in this Report.

C.	Board Practices

Board of Directors

The Board consists of seven directors following the completion of the Business Combination, including three executive directors, one non-executive director and three independent directors. A director is not required to hold any shares in the Company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company is required to declare the nature of his interest at a meeting of the Company’s directors.

A general notice by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm, shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest.

After such general notice, special notice relating to any particular transaction shall not be required. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein. If he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered.

The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. None of the Company’s directors has a service contract with the Company that provides for benefits upon termination of service.

Committees of the Board

The Company has established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors, and to adopt a charter for each of the three committees following the completion of the Business Combination. Each committee’s members and functions are described below.

Audit Committee. The Company’s audit committee consists of Mr. Clement Ka Hai Hung, Ms. Yeeli Hua Zheng and Ms. Huifang Cheng, and is chaired by Mr. Clement Ka Hai Hung. Mr. Clement Ka Hai Hung, Ms. Yeeli Hua Zheng and Ms. Huifang Cheng satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Company has determined that Mr. Clement Ka Hai Hung qualifies as an “audit committee financial expert.” The audit committee oversees the accounting and financial reporting processes and the audits of the financial statements of the company. The audit committee is responsible for, among other things:

●	selecting<br> the independent registered public accounting firm and pre-approving all auditing and non-auditing<br> services permitted to be performed by the independent registered public accounting firm;
●	reviewing<br> with the independent registered public accounting firm any audit problems or difficulties<br> and management’s response;
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●	reviewing<br> and approving all proposed related party transactions, as defined in Item 404 of Regulation<br> S-K under the Securities Act;
●	discussing<br> the annual audited financial statements with management and the independent registered public<br> accounting firm;
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●	reviewing<br> major issues as to the adequacy of its internal controls and any special audit steps adopted<br> in light of material control deficiencies;
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●	annually<br> reviewing and reassessing the adequacy of its audit committee charter;
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●	meeting<br> separately and periodically with management and the independent registered public accounting<br> firm; and
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●	reporting<br> regularly to the board of directors.
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***Compensation Committee.***The Company’s compensation committee consists of Ms. Yeeli Hua Zheng, Ms. Huifang Cheng and Mr. Clement Ka Hai Hung, and is chaired by Ms. Yeeli Hua Zheng. Ms. Yeeli Hua Zheng, Ms. Huifang Cheng and Mr. Clement Ka Hai Hung satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to its directors and executive officers. The executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

●	reviewing<br> the total compensation package for its executive officers and making recommendations to the<br> board of directors with respect to it;
●	approving<br> and overseeing the total compensation package for its executives other than the three most<br> senior executives;
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●	reviewing<br> the compensation of its directors and making recommendations to the board of directors with<br> respect to it; and
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●	periodically<br> reviewing and approving any long-term incentive compensation or equity plans, programs or<br> similar arrangements, annual bonuses, and employee pension and welfare benefit plans.
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Nominating and CorporateGovernance Committee. The Company’s nominating and corporate governance committee consists of Ms. Huifang Cheng, Mr. Clement Ka Hai Hung and Ms. Yeeli Hua Zheng, and is chaired by Ms. Huifang Cheng. Ms. Huifang Cheng, Mr. Clement Ka Hai Hung and Ms. Yeeli Hua Zheng satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become its directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among other things:

●	recommending<br> nominees to the board of directors for election or re-election to the board of directors,<br> or for appointment to fill any vacancy on the board of directors;
●	reviewing<br> annually with the board of directors the current composition of the board of directors with<br> regards to characteristics such as independence, age, skills, experience and availability<br> of service to us;
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●	selecting<br> and recommending to the board of directors the names of directors to serve as members of<br> the audit committee and the compensation committee, as well as of the nominating and corporate<br> governance committee itself; and
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●	monitoring<br> compliance with its code of business conduct and ethics, including reviewing the adequacy<br> and effectiveness of its procedures to ensure proper compliance.
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Compensation Committee Interlocks and Insider Participation

None of the members of the Company’s compensation committee has ever been an executive officer or employee of either Distoken or Youlife. None of the Company’s anticipated executive officers currently serve, or have served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that serves as a member of the board or compensation committee of the Company.

Duties of Directors

Under Cayman Islands law, the Company’s directors have a fiduciary duty to act honestly, in good faith and with a view to the Company’s best interests. The Company’s directors also have a duty to exercise their skills and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to the Company, the Company’s directors must ensure compliance with the Company’s memorandum and articles of association as may be amended from time to time. The Company’s has a right to seek damages against any director who breaches a duty owed to it.

Code of Business Conduct and Ethics and Corporate Governance

The Company has adopted a code of business conduct and ethics, which is applicable to all of its directors, executive officers and employees. The Company has made its code of business conduct and ethics publicly available on its website. Information contained on or accessible through this website is not a part of this Report, and the inclusion of this website address in this Report is an inactive textual reference only. The nominating and corporate governance committee of the Board is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. The Company expects that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on its website.

In addition, the Company has adopted a set of corporate governance guidelines covering a variety of matters, including approval of related party transactions, following the completion of the Business Combination.

Terms of Directors and Officers

Pursuant to the Company Charter, the Company’s directors may be appointed and removed by an ordinary resolution of shareholders. The directors shall have power at any time to appoint any person who is willing to act as a director, to fill any vacancies on the board of directors arising other than upon the removal of a director by ordinary resolution. Any such appointment shall be as an interim director to fill such vacancy until the next general meeting of the Company (and such appointment shall terminate at the commencement of such general meeting of the Company). The Company’s directors are not automatically subject to a term of office and shall hold office until such time as they are removed from office by an ordinary resolution. In addition, a director will cease to be a director if he (i) becomes prohibited by law from being a director; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) dies or is, in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (iv) resigns his office by notice to the Company; (v) has for more than six months been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated. The Company’s officers are appointed by and serve at the discretion of the board of directors, and may be removed by the board of directors.

D.	Employees

See “Item 4. Information on the Company—B. Business Overview—Employees.”

E.	Share Ownership

See “Item 7. Major Shareholders and Related Party Transactions–A. Major Shareholders.”

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of the Company as of the date of this Report by:

●	each<br> person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares<br> of the Company;
●	each<br> of the executive officer or director of the Company; and
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●	all<br> of the executive officers and directors of the Company as a group.
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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

The calculations in the table below are based on 64,887,792 Class A Ordinary Shares and 11,160,808 Class B Ordinary Shares issued and outstanding as of the date of this Report.

Name and Address of Beneficial<br> Owner	Number of<br><br> Ordinary<br><br> Shares
Directors and Executive Officers:
Yunlei Wang^(1)^		11,160,808	14.7	%	77.5	%
Lidong Zhu		-	-		-
Xiaolin Gou		390,001	*		*
Yunqiu Dai		168,396	*		*
Clement Ka Hai Hung		-	-		-
Yeeli Hua Zheng		-	-		-
Huifang Cheng		-	-		-
All directors and executive officers<br> of Combined Company post-Business Combination as a group (7 individuals)		11,719,205	15.4	%	77.7	%
Other 5% Shareholders:
Youtch Investment Co., Ltd^(1)^		11,160,808	14.7	%	77.5	%
LanXin Blue Limited ^(2)^		10,018,148	13.2	%	3.5	%
*	Less than one percent
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†	Unless otherwise<br> noted, the business address of each of the following entities or individuals is c/o Youlife<br> Group Inc., Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands.
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(1)	Represents<br> 11,160,808 Company Class B Ordinary Shares to be received by Youtch Investment Co., Ltd.,<br> a British Virgin Island company wholly owned by Mr. Yunlei Wang. The registered address of<br> Youtch Investment Co., Ltd is at Vistra Corporate Services Centre, Wickhams Cay II, Road<br> Town, Tortola, VG1110, British Virgin Islands.
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(2)	Represents 10, 018,148<br> Company Class A Ordinary Shares in the form of the Company ADSs to be received by Lanxin<br> Blue Limited, a British Virgin Islands company established as the nominee company to hold<br> shares under Youlife’s previous share incentive scheme. The sole shareholder and director<br> of Lanxin Blue Limited is TCT(BVI) Limited, the trustee appointed by Youlife to administrate<br> such share incentive scheme. Youlife, as the settlor of the trust, has delegated its board<br> of directors with exclusive and unconditional authority and power to exercise right attached<br> to shares underlying unvested awards under the share incentive scheme. As such, the board<br> of directors of Youlife, currently consisting of Mr. Yunlei Wang, Mr. Lidong Zhu, Mr. Xiaolin<br> Gou, and Mr. Bo Tang, may be deemed as having voting and/or investment control over the Company<br> Class A Ordinary Shares in the form of the Company ADSs to be received by Lanxin Blue Limited.<br> The registered address of Lanxin Blue Limited is at Vistra Corporate Services Centre, Wickhams<br> Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
B.	Related Party Transactions
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(2)

Represents 10, 018,148 Company Class A Ordinary Shares in the form of the Company ADSs to be received by Lanxin Blue Limited, a British Virgin Islands company established as the nominee company to hold shares under Youlife’s previous share incentive scheme. The sole shareholder and director of Lanxin Blue Limited is TCT(BVI) Limited, the trustee appointed by Youlife to administrate such share incentive scheme. Youlife, as the settlor of the trust, has delegated its board of directors with exclusive and unconditional authority and power to exercise right attached to shares underlying unvested awards under the share incentive scheme. As such, the board of directors of Youlife, currently consisting of Mr. Yunlei Wang, Mr. Lidong Zhu, Mr. Xiaolin Gou, and Mr. Bo Tang, may be deemed as having voting and/or investment control over the Company Class A Ordinary Shares in the form of the Company ADSs to be received by Lanxin Blue Limited. The registered address of Lanxin Blue Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Related Party Transactions

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Related Party Transactions

Youlife and the Company had no significant related party transactions with related parties.

Related Person Transactions Policy

The Company has adopted a related party transaction policy, which requires certain related party transactions to be approved by the audit committee of the Board, once implemented.

C.	Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

Consolidated Financial Statements

See Item 18 of this Report for our consolidated financial statements and other financial information.

Legal proceedings

We may from time to time be subject to legal proceedings, disputes and claims that arise in the ordinary course of business, which primarily included cooperation disputes and disputes regarding the outsourcing employees with our corporate customers. As of December 31, 2024, we were not a party to any ongoing material litigation, arbitration, or administrative proceedings, and we were not aware of any claims or proceedings contemplated by government authorities or third parties which would materially and adversely affect our business. As of the same date, our Directors were not involved in any actual or threatened material claims or litigation.

Dividend Policy

The Company has not paid any cash dividends on the Company Ordinary Shares to the date of this Report. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Board in accordance with the Company Charter. However, the Company does not anticipate paying any dividends on the Company Ordinary Shares (including the Company Class A Ordinary Shares in the form of the Company ADSs) for the foreseeable future.

B. Significant Changes

A discussion of significant changes since December 31, 2024 is provided under Item 4 of this Report. Except as disclosed elsewhere in this Report, we have not experienced any significant changes since December 31, 2024.

ITEM 9. THE OFFER AND LISTING

A.	Offer and Listing Details

Nasdaq Listing of the Company ADSs

The Company ADSs are listed on Nasdaq under the symbol “YOUL.” Holders of the Company ADSs should obtain current market quotations for their securities. There can be no assurance that the Company ADSs will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, the Company ADSs could be delisted from Nasdaq. A delisting of the Company ADSs will likely affect their liquidity and could inhibit or restrict our ability to raise additional financing.

Lock-up Agreements and Transfer Restrictions

Information regarding the transfer restrictions applicable to the Company ADSs and/or the Company Warrants held by the Sponsor and certain former shareholders of Youlife is included in “Item 4. Information on the Company*—A. History and Development of the Company—Additional Agreements in connection with the Business Combination.*

B.	PLAN OF DISTRIBUTION

Not applicable.

C.	Markets

The Company ADSs are listed on Nasdaq under the symbol “YOUL.” The Company Warrants are quoted on the OTC market.

D.	Selling Shareholders

Not Applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.	Share Capital

Our authorized share capital is $50,000 divided into 500,000,000 Ordinary Shares, comprising of (1) 400,000,000 Company Class A Ordinary Shares, and (2) 100,000,000 Company Class B Ordinary Shares. As of the date of this Report, subsequent to the closing of the Business Combination, there are 76,048,600 Company Ordinary Shares (consisting of 64,887,792 Class A Ordinary Shares and 11,160,808 Company Class B Ordinary Shares) issued and outstanding. All of the Ordinary Shares issued and outstanding have been fully paid and are non-assessable.

Following the consummation of the Business Combination, we have 7,617,500 Company Warrants outstanding as of July 9, 2025. We have assumed all outstanding Distoken Warrants, and converted them into corresponding warrants to purchase an aggregate of 7,617,500 Company Class A Ordinary Shares. Each Company Warrant will entitle the holder thereof to purchase one Company Class A Ordinary Share at a price of $11.50 per whole share, subject to adjustment. The Company Warrants may be exercised only for a whole number of Company Class A Ordinary Shares. For details of the Assumed Public Warrants, please refer to Exhibit 2.4 to this Report.

B.	Memorandum andArticles of Association

The Company is a Cayman Islands exempted company and its affairs are governed by the Company Charter, the Companies Act and other legislation and common law of the Cayman Islands. Pursuant to the Company Charter, the Company is authorized to issue 400,000,000 Company Class A Ordinary Shares, $0.0001 par value each (the “CompanyClass A Ordinary Shares”) and 100,000,000 Company Class B Ordinary Shares, $0.0001 par value each (the “Company ClassB Ordinary Shares”). The following description summarizes certain terms of the Company’s shares as set out more particularly in the Company Charter. Because this section is only a summary, it may not contain all the information that is important to you.

Class A Ordinary Shares

Holders of Company Class A Ordinary Shares are entitled to one vote for each Company Class A Ordinary Share held on all matters to be voted on by shareholders. At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. A poll shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. In the case of an equality of votes, the chairperson of the meeting shall be entitled to exercise a casting vote in addition to any other vote he may have.

Unless specified in the Company Charter, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote by ordinary resolution, being a resolution passed at a general meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at such general meeting, is required to approve any such matter voted on by the Company shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to the Company Charter, being a resolution passed at a general meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at such general meeting. Such actions include amending the Company Charter and approving a statutory merger or consolidation with another company.

The Company’s directors may be appointed and removed by an ordinary resolution of shareholders. The directors shall have power at any time to appoint any person who is willing to act as a director, to fill any vacancies on the board of directors arising other than upon the removal of a director by ordinary resolution. Any such appointment shall be as an interim director to fill such vacancy until the next general meeting of the Company (and such appointment shall terminate at the commencement of such general meeting of the Company). The Company’s directors are not automatically subject to a term of office and shall hold office until such time as they are removed from office by an ordinary resolution. In addition, a director will cease to be a director if he (i) becomes prohibited by law from being a director; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) dies or is, in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (iv) resigns his office by notice to the Company; (v) has for more than six months been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated. The Company’s officers are appointed by and serve at the discretion of the board of directors, and may be removed by the board of directors.

The Company Class A Ordinary Shares are not entitled to pre-emptive rights, and are not subject to conversion, redemption or sinking fund provisions. The Company shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Treasury Shares

The Company directors may, prior to the purchase, redemption or surrender of any share, determine that such share shall be held as a treasury share. As of the date of this Report, The Company has no shares in treasury.

Issuance of Shares

Subject to the Company Charter and, where applicable, the rules and regulations of the applicable stock exchange, the SEC and/or any other competent regulatory authority or otherwise under applicable law, the Company directors may, in their absolute discretion and without approval of the existing Company shareholders, issue, grant options over or otherwise deal with any unissued shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No share shall be issued at a discount to par, except in accordance with the provisions of the Companies Act. In accordance with its Company Charter and the Companies Act, the Company shall not issue bearer shares.

Register of Members

Under the Companies Act, the Company must keep a register of members and there should be entered therein:

●	the<br> names and addresses of the members of the company, a statement of the shares held by each<br> member, which:
o	distinguishes<br> each share by its number (so long as the share has a number);
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o	confirms<br> the amount paid, or agreed to be considered as paid, on the shares of each member;
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o	confirms<br> the number and category of shares held by each member; and
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o	confirms<br> whether each relevant category of shares held by a member carries voting rights under the<br> Company Charter, and if so, whether such voting rights are conditional;
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●	the<br> date on which the name of any person was entered on the register as a member; and
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●	the<br> date on which any person ceased to be a member.
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For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.

Under Cayman Islands law, the register of members of an exempted company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by an exempted company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of the Company Class A Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Dividends

The Board may pay from time to time declare dividends (including interim dividends) in accordance with the respective rights of the shareholders if it appears to them that they are justified by the Company’s financial position and that such dividends may lawfully be paid. The Company has not paid any cash dividends on its shares to date. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition of the Company. The payment of any cash dividends will be within the discretion of the board of directors at such time, and the Company will only pay such dividend out of its profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if the Company incurs any indebtedness in connection with the Business Combination, the Company’s ability to declare dividends may be limited by restrictive covenants that the Company may agree to in connection therewith. Dividends may be paid either in cash or otherwise.

Under the laws of the Cayman Islands, a Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. No dividend shall be paid otherwise than out of profits or, subject to the requirements of the Companies Act and listing rules of the applicable stock exchange, the share premium account.

Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

Transfer of Shares

Subject to applicable laws, including applicable securities laws, and the restrictions contained in the Company Charter, any Company shareholder may transfer all or any of their Company Class A Ordinary Shares by an instrument of transfer in the usual or common form or any other form prescribed by applicable stock exchange or approved by the board of directors of the Company from time to time. The Company shall be entitled to retain any instrument of transfer which is registered. However, an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given by the directors.

The Board may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which we have a lien. The Board may also decline to recognize any instrument of transfer unless:

●	the<br> instrument of transfer is lodged at the registered office or such other place (i.e., our<br> transfer agent) at which the register of shareholders is kept, accompanied by any relevant<br> share certificate(s) and/or such other evidence as the board of directors may reasonably<br> require to show the right of the transferor to make the transfer;
●	the<br> instrument of transfer is in respect of only one class of ordinary shares;
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●	the<br> ordinary shares transferred are fully paid and free of any lien;
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●	the<br> instrument of transfer is properly stamped, if required;
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●	a<br> fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as the<br> Company directors may from time to time require is paid to The Company in respect thereof.
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If the Company directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The transferor shall be deemed to remain the holder of any transferred shares until the name of the transferee is entered into the Company’s register of members.

Calls on Ordinary Shares and Forfeiture ofOrdinary Shares

Subject to the terms of allotment, the Board may from time to time make calls upon the Company shareholders for any amounts unpaid for the purchase of their Company Class A Ordinary Shares in a notice served to such shareholders at least 14 clear days prior to the specified time and place of payment. The Company Class A Ordinary Shares that have been called upon and remain unpaid are, after a notice period, subject to forfeiture.

Variations of Rights of Shares

Whenever the capital of the Company is divided into different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be varied with the consent in writing of the holders of two-thirds of all of the issued shares of that class or with the sanction of a resolution passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with such existing class of shares.

Redemption, Purchase and Surrender of Own Shares

Subject to the provisions of the Companies Act and the Company Charter, the Company may issue shares on terms that such shares are subject to redemption, the Company option or at the option of the holders of these shares, on such terms and in such manner as may be determined, before the issue of such shares, by the Company’s board of directors or by the Company’s shareholders by special resolution. The Company may also repurchase any of the Company’s shares on such terms and in such manner as have been approved by the Board or by an ordinary resolution of the Company’s shareholders. Under the Companies Act, the redemption or repurchase of any share may be paid out of the Company’s profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

General Meetings of Shareholders

As a Cayman Islands exempted company, the Company is not obliged by the Companies Act to call annual general meetings; however, the Company Charter provides that the Company may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case the Company shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by the Company’s directors.

Shareholders’ general meetings may be convened by the Company’s directors (acting by a resolution of the Board). Advance notice of at least ten (10) clear days is required for the convening of any general meeting of the Company’s shareholders. A quorum required for any general meeting of shareholders consists of, at the time when the meeting proceeds to business, one or more of the Company’s shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third in nominal value of the total issued and outstanding shares of the Company entitled to vote upon the business to be transacted at such general meeting.

The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. The Company Charter provides that upon the requisition of members holding at the date of deposit of the requisition not less than one-fourth, in par value of the issued shares which as at that date carry the right to vote at general meetings of the Company, the Board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, the Company Charter does not provide the Company’s shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

Record Dates

For the purpose of determining shareholders entitled to notice of, or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of shareholders for any other purpose, the Company’s directors may provide that the register of members shall be closed for transfers for a stated period which shall not in any case exceed forty (40) clear days. If the register of members shall be so closed for the purpose of determining those shareholders that are entitled to receive notice of, attend or vote at a meeting of shareholders, the register of members shall be so closed for at least ten (10) clear days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of members.

In lieu of, or apart from, closing the register of members, the Company’s directors may fix in advance or arrears a date as the record date for any such determination of shareholders entitled to notice of, or to vote at any meeting of the shareholders or any adjournment thereof, or for the purpose of determining the shareholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of shareholders for any other purpose.

Directors

Appointment, Disqualification and Removal of Directors

The management of the Company is vested in a board of directors. The Company Charter provides that the Board shall consist of such number of Directors as a majority of the Directors then in office may determine from time to time.

Our directors may be appointed and removed by an ordinary resolution of our shareholders. Without prejudice to the power of the Company to appoint a person to be a director by ordinary resolution and subject to the Company Charter, the directors shall have power at any time to appoint any person who is willing to act as a director, to fill any vacancies on the board of directors arising other than upon the removal of a director by ordinary resolution. Any such appointment shall be as an interim director to fill such vacancy until the next general meeting of the Company (and such appointment shall terminate at the commencement of such general meeting of the Company). In addition, a director will cease to be a director if he (i) becomes prohibited by law from being a director; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) dies or is, in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (iv) resigns his office by notice to the Company; (v) has for more than six months been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated. The Company’s officers are appointed by and serve at the discretion of the board of directors, and may be removed by the board of directors.

In the case of an equality of votes on any matter arising at any meeting of the directors, the chairperson of the board of directors may exercise a second or casting vote.

Indemnity of Directors and Officers

The Companies Act does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime. The Company Charter provides that the Company shall indemnify its directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending or investigating (whether successfully or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Inspection of Books and Records

The Board will determine whether, to what extent, at what times and places and under what conditions or regulations the accounts and books of the Company will be open to the inspection by the Company shareholders not being directors, and no Company shareholder (not being a director) will otherwise have any right of inspecting any account or book or document of The Company except as required by the Companies Act (and every other law and regulation of the Cayman Islands for the time being in force concerning companies and affecting the Company) or authorized by the Board or by the Company shareholders by ordinary resolution.

Changes in Capital

The Company may from time to time by ordinary resolution do any of the following and amend its memorandum of association for such purpose:

●	increase<br> the share capital by such sum, to be divided into shares of such classes and amount, as the<br> resolution will prescribe;
●	consolidate<br> and divide all or any of its share capital into shares of a larger amount than its existing<br> shares;
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●	convert<br> all or any of its paid up shares into stock, and reconvert that stock into paid up shares<br> of any denomination;
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●	sub-divide<br> its existing shares or any of them into shares of an amount smaller than that fixed by the<br> memorandum, provided, however, that in the sub-division, the proportion between the amount<br> paid and the amount, if any, unpaid on each reduced share shall be the same as it was in<br> case of the share from which the reduced share is derived; and
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●	cancel<br> any shares that at the date of the passing of the resolution have not been taken or agreed<br> to be taken by any person and diminish the amount of its share capital by the amount of the<br> shares so cancelled.
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Subject to the provisions of the Companies Act (and any other law and regulation of the Cayman Islands applicable to the Company) and any rights for the time being conferred on shareholders holding a particular class of shares, the Company may by special resolution reduce its share capital.

Winding Up

On the winding up of the Company, if the assets available for distribution amongst the Company’s shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed pari passu amongst the Company’s shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. If the Company’s assets available for distribution are insufficient to repay all of the paid-up capital, such the assets will be distributed so that, as nearly as may be, the losses are borne by the Company’s shareholders in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively.

Certain Differences in Corporate Law

Cayman Islands exempted companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to the Company and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

●	the statutory provisions<br> as to the required majority vote have been met;
●	the shareholders<br> have been fairly represented at the meeting in question and the statutory majority are acting<br> bona fide without coercion of the minority to promote interests adverse to those of the class;
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●	the arrangement<br> is such that may be reasonably approved by an intelligent and honest man of that class acting<br> in respect of his interest; and
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●	the arrangement<br> is not one that would more properly be sanctioned under some other provision of the Companies<br> Act.
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The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits. Campbells, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the Company will be the proper plaintiff in any claim based on a breach of duty owed to the Company, and a claim against (for example) the Company’s officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

●	a company is acting, or proposing to act, illegally or ultra vires<br> (beyond the scope of its authority);
●	the act complained of, although not beyond the scope of the authority,<br> could be effected if duly authorized by more than the number of votes which have actually been obtained; or
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●	those who control the company are perpetrating a “fraud on the<br> minority.”
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A shareholder may have a direct right of action against the Company where the individual rights of that shareholder have been infringed or are about to be infringed.

Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

We have been advised by Campbells, as our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against the Company judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against the Company predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Special Considerations for Exempted Companies. The Company is an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

●	annual reporting<br> requirements are minimal and consist mainly of a statement that the company has conducted<br> its operations mainly outside of the Cayman Islands and has complied with the provisions<br> of the Companies Act;
●	an exempted company’s<br> register of members is not open to inspection;
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●	an exempted company<br> does not have to hold an annual general meeting;
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●	an exempted company<br> may issue shares with no par value;
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●	an exempted company<br> may obtain an undertaking against the imposition of any future taxation (such undertakings<br> are usually given for 20 years in the first instance);
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●	an exempted company<br> may register by way of continuation in another jurisdiction and be deregistered in the Cayman<br> Islands; and
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●	an exempted company<br> may register as a limited duration company; and
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●	an exempted company<br> may register as a segregated portfolio company.
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“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Anti-Money Laundering—Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering and terrorist financing, the Company is required to adopt and maintain anti-money laundering procedures, and will require current or prospective shareholders to provide evidence to verify their identity, address and source of funds. Where permitted, and subject to certain conditions, the Company may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

The Company reserves the right to request such information and evidence as is necessary to verify the identity, address and source of funds of a current or prospective shareholder.

In the event of delay or failure on the part of the prospective shareholder in producing any information or evidence required for verification purposes, the Company may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited. The Company will not be liable for any loss suffered by a prospective shareholder arising as a result of a refusal of, or delay in processing, an application from a prospective shareholder if such information and documentation requested has not been provided by the prospective shareholder in a timely manner.

The Company also reserves the right to refuse to make any dividend, repurchase or redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of dividend, repurchase or redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised), if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the Terrorism Act (Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Data Protection in the Cayman Islands—PrivacyNotice

References in this section to “we”refer to the Company.

This privacy notice explains the manner in which we collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act (As Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal data for their own lawful purposes in connection with services provided to us. For the purposes of this Privacy Notice, “you” or “your” shall mean the shareholder (including prospective shareholders) and shall also include any individual connected to the shareholder.

By virtue of your investment in the Company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to use with personal data that we collect from, or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlines, websites and other media sources and international sanctions lists.

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed, or (d) where you otherwise consent to the processing of personal data for any other specific purpose. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

Your personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this will be relevant for those individuals and you should transmit this document to those individuals for their awareness and consideration.

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

If you do not wish to provide us with requested personal data or subsequently withdraw your consent, you may not be able to invest in the Company or remain invested in the Company as it will affect the Company’s ability to manage your investment.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by email at [email protected] or by accessing their website here: ombudsman.ky.

Certain Anti-Takeover Provisions of the CompanyCharter

The Company’s authorized but unissued Company Class A Ordinary Shares and Preference Shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Company Class A Ordinary Shares and Preference Shares could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise. However, under Cayman Islands law, the Board may only exercise the rights and powers granted to them under the Company Charter for a proper purpose and for what they believe in good faith to be in the best interests of the Company.

C.	Material Contracts

Information regarding certain material contracts we entered in connection with the Business Combination is set forth in “Item 4. Information on the Company*—*A. History and Development of the Company.”

D.	Exchange Controls

There are no exchange control regulations or currency restrictions in the Cayman Islands.

E.	Taxation

The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Form 424B3 in the sections entitled “Material U.S. Federal Income Tax Considerations,” which is incorporated herein by reference.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

The financial statements of Youlife International Holdings Inc. as of December 31, 2022, 2023 and 2024 and for the years then ended and the financial statements of the Company as of December 31, 2024 and for the periods from April 2, 2024 (inception) to December 31, 2024 included in this Report have been so included in reliance on the report of Onestop Assurance PAC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The registered business address of Onestop Assurance PAC is located at 10 Anson Road #06-15 International Plaza, Singapore.

The financial statements of Distoken as of December 31, 2023 and 2024 and for the years ended December 31, 2023 and 2024 included in this Report, have been audited by Marcum LLP, independent registered public accounting firm, as stated in their report appearing elsewhere herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

H.	Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

I.	Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. We place substantially all of our cash with financial institutions with high credit ratings and quality in China. In the event of bankruptcy of one of these financial institutions, we may not be able to claim our cash and demand deposits back in full. We continue to monitor the financial strength of the financial institutions. There has been no recent history of default in relation to these financial institutions.

Liquidity Risk

We are also exposed to liquidity risk which is risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.

Foreign Exchange Risk

Our operations are primarily in China. Our reporting currency is denominated in RMB. We are exposed to currency risk primarily through capital transaction which give rise to receivables, payables and cash balances that are denominated in currencies other than the functional currency of the operations to which the transactions relate.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

The financial statements of Youlife International Holdings Inc. as of December 31, 2022, 2023 and 2024 and for the years then ended are filed as part of this Report beginning on page F-2.

The financial statements of Youlife Group Inc. as of December 31, 2024 and for the periods from April 2, 2024 (inception) to December 31, 2024 are filed as part of this Report beginning on page F-76.

The financial statements of Distoken Acquisition Corporation as of December 31, 2023 and 2024 and March 31, 2025, and for the periods then ended are filed as part of this Report beginning on page F-82.

The unaudited pro forma condensed combined financial information of Youlife and Distoken are attached as Exhibit 15.1 to this Report.

ITEM 19. EXHIBT

Exhibit Number	Description
1.1*	Second<br> Amended and Restated Memorandum and Articles of Association of Youlife Group Inc., as currently in effect.
2.1*	Deposit<br> Agreement, dated as of July 9, 2025, by and among Youlife Group Inc., the depositary named therein, and holders and beneficial owners<br> of American Depositary Shares issued thereunder
2.2	Specimen<br> American Depositary Receipt of Youlife Group Inc. (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form<br> F-4 (Reg. No. 333-285178) (included in Exhibit 4.5 thereto), initially filed with the SEC on February 25, 2025).
2.3	Specimen<br> Class A Ordinary Share Certificate of Youlife Group Inc. (incorporated by reference to Exhibit 4.6 to the Registration Statement<br> on Form F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025).
2.4	Specimen<br> Warrant Certificate of Youlife Group Inc. (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form F-4 (Reg.<br> No. 333-285178), initially filed with the SEC on February 25, 2025).
2.5	Warrant<br> Agreement, dated February 15, 2023, by and between Distoken Acquisition Corporation and Continental Stock Transfer & Trust Company<br> (incorporated by reference to Exhibit 4.1 to Distoken Acquisition Corporation’s Current Report on Form 8-K, filed with the<br> Securities and Exchange Commission on February 17, 2023).
2.6*	Amendment to Warrant Agreement,<br> dated July 9, 2025, by and between Distoken Acquisition Corporation, Youlife Group Inc. and Continental Stock Transfer & Trust<br> Company.
4.1	Business<br> Combination Agreement, dated as of May 15, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor<br> LLC, Youlife I Limited, Youlife II Limited and Youlife International Holdings Inc. (incorporated by reference to Exhibit 2.1 to the<br> Registration Statement on Form F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025).
4.2	First<br> Amendment to the Business Combination Agreement, dated November 13, 2024, by and among Distoken Acquisition Corporation, Youlife<br> Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited and Youlife International Holdings Inc. (incorporated by reference<br> to Exhibit 2.3 to the Registration Statement on Form F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025).
4.3	Second<br> Amendment to the Business Combination Agreement, dated January 17, 2025, by and among Distoken Acquisition Corporation, Youlife Group<br> Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited and Youlife International Holdings Inc. (incorporated by reference<br> to Exhibit 2.4 to the Registration Statement on Form F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025).
4.4	Registration<br> Rights Agreement, dated February 15, 2023, by and among Distoken Acquisition Corporation, Xiaosen Sponsor LLC, and certain securityholders<br> (incorporated by reference to Exhibit 10.2 to Distoken Acquisition Corporation’s Current Report on Form 8-K, filed with the<br> Securities and Exchange Commission on February 17, 2023).
4.5*	Amendment to Founder Registration<br> Rights Agreement, dated as of July 9, 2025, by and among Youlife Group Inc., Distoken Acquisition Corporation, Xiaosen Sponsor LLC,<br> and certain shareholders
4.6*	Seller Registration Rights Agreement,<br> dated as of July 9, 2025, by and among Youlife Group Inc. and certain shareholder
4.7	Form<br> of PIPE Subscription Agreement by and among Youlife Group Inc., Distoken Acquisition Corporation and certain investor named therein.<br> (incorporated by reference to Exhibit 10.23 to the Post-Effective Amendment No.1 to the Registration Statement on Form F-4 (Reg.<br> No. 333-285178), initially filed with the SEC on May 9, 2025).

4.8	Form<br> of Shareholder Support Agreement (incorporated by reference to Exhibit 10.2 to Distoken Acquisition Corporation’s Current Report<br> on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2024).
4.9	Form<br> of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.3 to Distoken Acquisition Corporation’s<br> Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2024).
4.10	Form<br> of Amended Founder Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to Distoken Acquisition Corporation’s Current<br> Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2024).
4.11	Form<br> of Amended Company Founder Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to Distoken Acquisition Corporation’s<br> Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2024).
4.12	Form<br> of Amended Company Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to Distoken Acquisition Corporation’s Current<br> Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2024).
4.13	Form<br> of Director and Officer Indemnification Agreement. (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form<br> F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025).
4.14*	Form of Employment Agreement.
4.15*	Form of Director Agreement.
4.16*	Closing Agreement, dated July<br> 9, 2025.
4.17	RSU<br> Plan of Youlife Group Inc. (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-4 (Reg. No. 333-285178),<br> initially filed with the SEC on February 25, 2025).
8.1	List of PRC subsidiaries. (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025).
15.1*	Unaudited pro forma condensed combined financial statements of Youlife Group Inc.
15.2*	Consent of Onestop Assurance PAC., as the independent registered accounting<br>firm for Youlife Group Inc. and Youlife International Holdings Inc.
15.3*	Consent of Marcum LLP., as the independent registered accounting firm<br> for Distoken Acquisition Corporation.
*	Filed<br> herein
---	---

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on our behalf.

	Youlife Group Inc.
Date: July 17, 2025	By:	/s/ Yunlei Wang
	Name:	Yunlei Wang
	Title:	Chairman of the Board, Chief Executive Officer

INDEX TO FINANCIAL STATEMENTS

Youlife International Holdings Inc.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID# 6732)	F-2
Balance Sheets as of December 31, 2023 and 2022	F-3
Statements of Operations for the years ended December 31, 2023 and 2022	F-5
Statements of Changes in Shareholders’ Deficit for the years ended December<br> 31, 2023 and 2022	F-6
Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-8
Notes to Financial Statements	F-10
	Page
---	---
Report of Independent Registered Public Accounting Firm (PCAOB ID# 6732)	F-41
Balance Sheets as of December 31, 2024 and 2023	F-42
Statements of Operations for the years ended December 31, 2024 and 2023	F-44
Statements of Changes in Shareholders’ Deficit for the years ended December<br> 31, 2024 and 2023	F-45
Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-47
Notes to Financial Statements	F-49

Youlife Group Inc.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID# 6732)	F-76
Balance Sheets as of December 31, 2024	F-77
Statements of Operations for the Period from April 2, 2024 (inception) through<br> December 31, 2024	F-78
Statements of Changes in Shareholders’ Deficit for the Period from April<br> 2, 2024 (inception) through December 31, 2024	F-79
Statements of Cash Flows for the Period from April 2, 2024 (inception) through<br> December 31, 2024	F-80
Notes to Financial Statements	F-81

Distoken Acquisition Corporation

****	Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID #688)	F-82
Balance Sheets as of December 31, 2024 and 2023	F-83
Statements of Operations for the years ended December 31, 2024 and 2023	F-84
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023	F-85
Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-86
Notes to Financial Statements	F-87
****	Page No.
---	---
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024<br> (Audited)	F-107
Condensed Statements of Operations for the Three Months Ended March 31, 2025 and<br> 2024 (Unaudited)	F-108
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months<br> Ended March 31, 2025 and 2024 (Unaudited)	F-109
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 and<br> 2024 (Unaudited)	F-110
Notes to Condensed Financial Statements (Unaudited)	F-111

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the shareholders and the board of directors of

Youlife International Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Youlife International Holdings Inc. (the “Company”) and its subsidiaries (collectively, the “Group”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023 (the “Relevant Years”) and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of a matter

As discussed in Note 2.2 to the financial statements, the Company has identified certain accounting errors with regard to its accounting treatments and the presentation and disclosure of consolidated balance sheets, consolidated statements of operations and comprehensive (loss)/income, changes in equity and cash flows for each of the two years in the period ended December 31, 2023. The financial statements as of and for the years ended December 31, 2023 and 2022 were restated accordingly.

/s/<br> Onestop Assurance PAC
We have served as the Company’s auditor since<br> 2023.
Singapore
July 15, 2024, except for the effects on the financial<br> statements of the restatement described in Note 2.2, as to which the date is September 27, 2024.

PCAOB ID# 6732

F-2

YOULIFEINTERNATIONAL HOLDINGS INC.

CONSOLIDATED BALANCESHEETS

(Amount in thousandsof Renminbi (“RMB”) and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	As at December 31,
	2022<br> (Restated)		2023<br> (Restated)
	RMB		RMB
ASSETS
Current assets
Cash and cash equivalents		307,981		185,425
Short-term investments		84,230		-
Accounts receivables, net		113,464		256,627
Prepayments and other receivables, net		43,995		188,961
Amounts due from a related party		10,520		978
Inventories, net		8,301		3,260
Current assets of discontinued operations		141,531		54,401
Total current assets		710,022		689,652
Property and equipment		9,940		160,747
Right-of-use assets		61,814		52,957
Intangible assets		5,035		12,009
Financial assets at fair value through profit or loss		69,129		105,629
Deferred tax assets		-		35,469
Other non-current assets		72,858		13,746
Non-current assets of discontinued operations		55,828		47,740
Total non current assets		274,604		428,297
Total assets		984,626		1,117,949
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Contract liabilities		2,698		39,281
Trade and bills payables		35,682		100,410
Other payables and accruals		69,432		160,353
Short-term borrowings		-		26,274
Lease liabilities		7,534		6,808
Tax payable		15,462		385
Current liabilities of discontinued operations		185,732		72,584
Total current liabilities		316,540		406,095
Lease liabilities - non current		42,580		39,697
Non-current liabilities of discontinued operations		3,887		2,390
Total non current liabilities		46,467		42,087
Total liabilities		363,007		448,182

All values are in US Dollars.

F-3

YOULIFE INTERNATIONALHOLDINGS INC.

CONSOLIDATED BALANCESHEETS (CONTINUED)

(Amount in thousandsof Renminbi (“RMB”) and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)


			2023 <br> (Restated)
			RMB
Commitments and Contingencies
Mezzanine equity:
Series C and Series<br> C+ convertible redeemable preferred shares (US0.0001 par value: 120,978,810 shares authorized as at December 31, 2022 and December<br> 31, 2023; 120,978,810 shares issued and outstanding as at December 31, 2022 and December 31, 2023, respectively)	1,006,048			1,006,048
SHAREHOLDERS’ DEFICIT
Ordinary shares (US0.0001 par value; 379,021,190 shares<br> authorized as at December 31, 2022 and December 31, 2023; 221,777,718 shares issued and outstanding as at December 31, 2022 and December<br> 31, 2023, respectively)	149			149
Treasury shares	(31	)		(31	)	)
Additional paid-in capital	226,278			177,547
Statutory surplus reserve	8,253			9,217
Accumulated losses	(647,669	)		(549,812	)	)
Total Youlife International Holdings<br> Inc. shareholders’ deficit	(413,020	)		(362,930	)	)
Non-controlling interests	28,591			26,649
Total shareholders’ deficit	(384,429	)		(336,281	)	)
Total liabilities,<br> mezzanine equity and shareholders’ deficit	984,626			1,117,949

All values are in US Dollars.

F-4

YOULIFEINTERNATIONAL HOLDINGS INC.

CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME

(Amount in thousandsof Renminbi (“RMB”) and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the year ended December 31,
	2022<br> (Restated)			2023<br> (Restated)
	RMB			RMB
Revenue		724,073			1,365,865
Cost of revenue		(596,928	)		(1,165,446	)	)
Gross profit		127,145			200,419
Operating expenses
Selling and distribution expenses		(70,073	)		(91,688	)	)
Administrative expenses		(209,868	)		(115,367	)	)
Research and development expenses		(16,695	)		(12,285	)	)
Total operating expenses		(296,636	)		(219,340	)	)
Loss from operations		(169,491	)		(18,921	)	)
Other income/(expenses)
Fair value gains		38,336			36,500
Other incomes		28,132			2,815
Other expenses		(3,977	)		(2,220	)	)
Gain on dissolution of subsidiaries and branches		16,010			29,312
Financial income, net		18,446			1,530
Total other income, net		96,947			67,937
(LOSS)/PROFIT BEFORE TAX		(72,544	)		49,016
Income tax (expenses)/benefits		(18,551	)		30,256
Net (loss)/profit for the year from continuing operations		(91,095	)		79,272
Net (loss)/profit from discontinued operations		(6,220	)		17,774
Deemed dividend to Series C and Series C+ preferred<br> shareholders at modification of Series C and Series C+ Preferred Shares		(130,011	)		-
Net loss attribute to non-controlling interests		(3,792	)		(2,217	)	)
Net (loss)/profit attribute to Youlife International Holdings Inc.		(223,534	)		99,263
Net (loss)/earnings per share:
Basic and diluted
Continuing operations		(0.97	)		0.37
Discontinued operations		(0.02	)		0.08
Basic net (loss)/earnings per share		(0.99	)		0.45
Continuing operations		(0.97	)		0.24
Discontinued operations		(0.02	)		0.05
Diluted net (loss)/earnings per share		(0.99	)		0.29
Shares used in net (loss)/earnings per share computation
Basic		224,986,014			221,777,718
Diluted		224,986,014			342,756,528
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR		(97,315	)		97,046
Comprehensive loss attribute to non-controlling interest		(3,792	)		(2,217	)	)
Comprehensive (loss)/income attribute to Youlife International<br> Holdings Inc.		(93,523	)		99,263

All values are in US Dollars.

F-5

YOULIFEINTERNATIONAL HOLDINGS INC.

CONSOLIDATED STATEMENTSOF CHANGES IN DEFICIT

(Amount in thousandsof Renminbi (“RMB”) and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	Attributable to owners of the parent
	Ordinary shares									Additional
	Number of shares<br> (Restated)			Amount<br> (Restated)			Treasury shares			Paid-in capital<br> (Restated)		Statutory Surplus reserve		Accumulated losses<br> (Restated)			Total<br> (Restated)			Non-controlling interests			Total deficit<br> (Restated)
****	****		****	RMB		****	RMB		****	RMB		RMB		RMB		****	RMB		****	RMB		****	RMB		****
At 1 January 2022		225,627,673			152			(32	)		74,008		7,614		(423,496	)		(341,754	)		33,288			(308,466	)
Loss for the year		-			-			-					-		(93,523	)		(93,523	)		(3,792	)		(97,315	)
Total comprehensive loss for the<br> year		-			-			-					-		(93,523	)		(93,523	)		(3,792	)		(97,315	)
Deemed dividend to Series C preferred shareholders at<br> extinguishment of Series C Preferred Shares		-			-			-			130,011		-		(130,011	)		-			-			-
Surrender of ordinary shares		(3,849,955	)		(3	)		-					-		-			(3	)		-			(3	)
Capital contribution from non-controlling shareholders		-			-			-			1,449		-		-			1,449			2,085			3,534
Share-based payment		-			-			1			20,810		-		-			20,811			-			20,811
Dividends paid to non-controlling shareholders, and dissolution<br> of subsidiaries and branches		-			-			-					-		-			-			(2,990	)		(2,990	)
Transfer from retained profits		-			-			-					639		(639	)		-			-			-
At 31 December 2022		221,777,718			149			(31	)		226,278		8,253		(647,669	)		(413,020	)		28,591			(384,429	)

F-6

YOULIFE INTERNATIONAL HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT(CONTINUED)

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	Attributable to owners of the parent
	Ordinary shares							Additional
	Number of shares<br> (Restated)		Amount<br> (Restated)		Treasury shares			Paid-in capital<br> (Restated)			Statutory Surplus reserve			Accumulated losses<br> (Restated)			Total<br> (Restated)			Non-controlling interests			Total deficit <br> (Restated)			Total deficit (Restated)
****	****		RMB		RMB		****	RMB		****	RMB		****	RMB		****	RMB		****	RMB		****	RMB		****		****
At 1 January 2023		221,777,718		149		(31	)		226,278			8,253			(647,669	)		(413,020	)		28,591			(384,429	)		)
Profit/(loss) for the year		-		-		-			-			-			99,263			99,263			(2,217	)		97,046
Total comprehensive profit/(loss) for the year		-		-		-			-			-			99,263			99,263			(2,217	)		97,046
Waiver of receivables from founder		-		-		-			(48,731	)		-			-			(48,731	)		-			(48,731	)		)
Dividends paid to non-controlling shareholders, and dissolution<br> of subsidiaries and branches		-		-		-			-			(442	)		-			(442	)		275			(167	)		)
Transfer from retained profits		-		-		-			-			1,406			(1,406	)		-			-			-
At 31 December 2023		221,777,718		149		(31	)		177,547			9,217			(549,812	)		(362,930	)		26,649			(336,281	)		)

All values are in US Dollars.

F-7

YOULIFE INTERNATIONAL HOLDINGSINC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the year ended December 31,
	2022<br> (Restated)			2023<br> (Restated)
	RMB			RMB
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES
Net profit/(loss)		(97,315	)		97,046
Net (loss) /profit from discontinued operations		(6,220	)		17,774
Net (loss)/profit from continuing operations		(91,095	)		79,272
Adjustments for:
Depreciation of items of property and equipment		3,842			8,317
Amortization of right-of-use assets		13,462			15,296
Amortization of other intangible assets		1,200			3,263
Gain on dissolution of subsidiaries and branches		(16,010	)		(29,312	)	)
Fair value gains from financial assets at fair value through<br> profit or loss		(38,336	)		(36,500	)	)
Loss arising from lease termination		2,180			-
Impairment of trade receivables		26,246			(2,371	)	)
Impairment of prepayments and other receivables		41,254			(9,590	)	)
Foreign exchange differences, net		(17,039	)		(3,783	)	)
Share-based payment expense		20,811			-
Changes in operating assets and liabilities:
Increase in trade receivables		(15,261	)		(140,792	)	)
(Increase)/decrease in prepayments, other receivables<br> and other assets		48,474			(2,493	)	)
(Increase)/decrease in inventories		(8,301	)		5,039
Increase in deferred tax assets, net		-			(35,469	)	)
Increase in contract liability		749			36,583
Increase in trade and bills payables		16,396			64,728
(Decrease)/increase in other payables and accruals		(30,618	)		82,363
Decrease in tax payable		(7,628	)		(15,077	)	)
Increase in right-of-use assets		(20,120	)		(1,091	)	)
Decrease in lease liabilities		(7,358	)		(8,105	)	)
Net cash flows (used in)/generated<br> from operating activities from continuing operations		(77,152	)		10,278
Net cash flows generated from operating<br> activities from discontinued operations		59,894			1,223
Total Net cash<br> flows (used in)/generated from operating activities		(17,258	)		11,501

All values are in US Dollars.

F-8

YOULIFE INTERNATIONAL HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the year ended December 31,
	2022<br> (Restated)			2023<br> (Restated)
	RMB			RMB
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Purchases of items of property and equipment		(10,630	)		(94,652	)	)
Purchases of items of intangible assets		(3,807	)		(8,675	)	)
Purchases of items of other non-current assets		(51,307	)		-
Short-term investment		18,770			84,230
Net cash flows used in investing activities<br> from continuing operations		(46,974	)		(19,097	)	)
Net cash flows used in investing<br> activities from discontinued operations		(4,700	)		(3,508	)	)
Total Net cash flows used in investing<br> activities		(51,674	)		(22,605	)	)
CASH FLOWS FROM/(USED IN) FINANCING<br> ACTIVITIES
Capital contribution from non-controlling shareholders		2,085			-
Dividends paid to non-controlling interests		(2,990	)		-
Proceeds from issuance of convertible redeemable preferred<br> shares		14,499			-
Payment for listing expenses		(22,315	)		(46,442	)	)
New bank and other borrowings		-			35,274
Repayment of bank and other borrowings		(32,000	)		(9,000	)	)
Repayment of advances from third parties					(96,500	)	)
Net cash flows used in financing activities<br> from continuing operations		(40,721	)		(116,668	)	)
Net cash flows generated from/(used in) financing activities<br> from discontinued operations		58,342			(115,170	)	)
Total Net cash flows generated from/(used<br> in) financing activities		17,621			(231,838	)	)
Net decrease in cash and cash equivalents from continuing<br> operations		(164,847	)		(125,487	)	)
Net increase/(decrease) in cash and cash equivalents from<br> discontinued operations		113,536			(117,455	)	)
Effect of foreign exchange rate changes, net		3,989			2,931
Cash and cash equivalents at beginning of year from continuing<br> operations		468,838			307,981
Cash and cash equivalents at beginning of the year from<br> discontinued operations		7,445			120,980
Cash and cash equivalents at end of<br> year		428,961			188,950
Less: cash and cash equivalents at end of the year from<br> discontinued operations		120,980			3,525
Cash and cash equivalents at end of<br> the year from continuing operations		307,981			185,425
Supplemental disclosures of cash flow<br> information:
Income taxes paid		24,311			9,467
Interest received		5,155			127

All values are in US Dollars.

F-9

YOULIFE INTERNATIONAL HOLDINGSINC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION, ORGANIZATION AND PRINCIPAL ACTIVITIES

Youlife International Holdings Inc. (the “Company”) is a limited liability company incorporated in the Cayman Islands on 26 February 2019. The registered office of the Company is located at Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands.

The Company is an investment holding company. During the Relevant Years, the Company’s subsidiaries were principally engaged in the provision of vocational education services, human resources (“HR”) recruitment services, employee management services and market services in the People’s Republic of China (the “PRC”).

The Company and its subsidiaries now comprising the Group underwent the Reorganization. Apart from the Reorganization, the Company has not commenced any business or operation since its incorporation.

The largest shareholder of the Company is Youtch Investment Co., Ltd, which was incorporated in the British Virgin Islands and is indirectly controlled by Mr. Wang Yunlei since its incorporation on 15 July 2020.

As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics to a private company incorporated in Hong Kong), in the opinion of the directors, principally affected the results for the Relevant Years or formed a substantial portion of the net assets of the Group.

Name	Date of Incorporation	Place of Incorporation	Percentage of Effective Ownership	Principal Activities
Shanghai<br> Youerlan Information Technology Co., Ltd. (“Shanghai Youerlan”)	July 10, 2014	PRC	100%	Provision of employee management service, HR recruitment<br> service
Wuhu<br> Lanfu Internet Technology Co., Ltd.	December 13, 2019	PRC	100%	Provision of employee management service, HR recruitment<br> service
Hubei<br> Youlife External Service Information Technology Co., Ltd.	August 25, 2020	PRC	100%	Provision of employee management service, HR recruitment<br> service
Shanghai<br> Lanyu Cloud Software Development Co., Ltd.	December 8, 2022	PRC	100%	Provision of market service
Anqing<br> Tongcai Property Management Co., Ltd.	January 12, 2023	PRC	100%	Provision of employee management service, HR recruitment<br> service
Zhejiang<br> Youlan international Holding Co., Ltd.	April 4, 2023	PRC	100%	Provision of employee management service, HR recruitment<br> service
Youlife<br> Technology Limited	March 27, 2019	Hong Kong	100%	Investment holding

2.1 SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below.

Principle of consolidation

Pursuant to the Reorganization, as more fully explained in the paragraph headed “Reorganization” in the section headed “Corporate History and Structure of Youlife” in the Registration Statement, the Company became the holding company of the companies now comprising the Group on 6 November 2020. As the Reorganization only involved inserting new holding companies at the top of an existing group and has not resulted in any change of economic substance, the consolidated financial statements for the Relevant Years have been presented as a continuation of the existing group as if the Reorganization had been completed at the beginning of the Relevant Years.

F-10

Accordingly, the consolidated statements of operations and comprehensive income, statements of changes in equity and statements of cash flows of the Group for the Relevant Years are prepared as if the current group structure had been in existence throughout the Relevant Years. The consolidated balance sheets of the Group as at 31 December 2022 and 2023 have been prepared to present the assets and liabilities of the companies now comprising the Group, as if the current group structure had been in existence at those dates. No adjustments are made to reflect fair values, or recognize any new assets or liabilities as a result of the Reorganization.

Profit or loss and each component of comprehensive income are attributed to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

All intra-group transactions and balances have been eliminated on consolidation in full.

In order to comply with the regulatory restrictions on foreign ownership in the operation of vocational schools and vocational training schools and provision of value-added telecommunications services in the PRC, and pursuant to the Reorganization, Shanghai Youerlan (the “wholly foreign owned enterprise”, or the “WFOE”), which is the Company’s indirectly wholly-owned subsidiary, has entered into the contractual arrangements with Jiangsu Youlan and its registered shareholders (the “Original Contractual Arrangements”) on 25 September 2020. The arrangements of the Original Contractual Arrangements enable the WFOE to exercise effective control over Tiankun Zhirang and its subsidiaries, which carried out operation of vocational training schools, Hubei Xieshou and Jiangsu Youlan, which carried out value-added telecommunications services, and Shanghai Zhuomao and its subsidiaries, which carried out operation of vocational schools since 2021, (collectively, “PRC Technology Entities”) during the Relevant Periods, and to obtain substantially all economic benefits of PRC Technology Entities. Accordingly, after the Original Contractual Arrangements have been signed on 25 September 2020, PRC Technology Entities are controlled by the Company based on the Original Contractual Arrangements though the Company does not have any direct or indirect equity interest in PRC Technology Entities. On 29 June 2022, Shanghai Youerlan entered into the new contractual arrangements (the “New Contractual Arrangements”) with Shanghai Youzhilan and its registered shareholders (the “Registered Shareholders”), namely Mr. Wang Yunlei and Mr. Peng Peng, pursuant to which, Shanghai Youerlan has acquired effective control over the financial and operational policies of Shanghai Youzhilan and its subsidiaries and Jiangsu Youlan Network and its subsidiaries, and has become entitled to all the relevant economic benefits derived from their operations. After the completion of the reorganization in July 2022, Shanghai Youzhilan became the holding company of PRC Technology Entities and the Original Contractual Arrangements was replaced by the New Contractual Arrangements thereafter.

The Group terminated the Contractual Agreements mentioned above on January 1, 2024, and PRC Technology Entities were accounted for as discontinued operations in the relevant financial statements under U.S. GAAP. In accordance with ASC 205-20-45, the results of all discontinued operations, less applicable income taxes, are reported as components of net income (loss) separate from the net loss of continuing operations for the years ended December 31, 2022 and 2023, as comparative statements of operations.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The consideration transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of net assets in the event of liquidation at fair value or at the proportionate share of the acquiree’s identifiable net assets. All other components of non-controlling interests are measured at fair value. Acquisition-related costs are expensed as incurred.

F-11

The Group determines that it has acquired a business when the acquired set of activities and assets includes an input and a substantive process that together significantly contribute to the ability to create outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the acquiree.

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss.

Any contingent consideration to be transferred by the acquirer is recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value recognized in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognized for non-controlling interests and any fair value of the Group’s previously held equity interests in the acquiree over the identifiable assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognized in profit or loss as a gain on bargain purchase.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Group performs its annual impairment test of goodwill as at 31 December. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognized. An impairment loss recognized for goodwill is not reversed in a subsequent period.

Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these circumstances is measured based on the relative value of the operation disposed of and the portion of the cash-generating unit retained.

Fair value measurement

The Group measures its financial assets at fair value through profit or loss at the end of each of the Relevant Years. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

F-12

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 -	based on quoted prices (unadjusted) in active markets for identical<br> assets or liabilities
Level 2 -	based on valuation techniques for which the lowest level input that<br> is significant to the fair value measurement is observable, either directly or indirectly
Level 3 -	based on valuation techniques for which the lowest level input that<br> is significant to the fair value measurement is unobservable

The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

Impairment of non-financial assets otherthan goodwill

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs. In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate asset is allocated to an individual cash-generating unit if it can be allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating units.

An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. In assessing recoverable amount, the estimated future cash flows are undiscounted expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets when the market prices are not readily available. An impairment loss is charged to the profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated balance sheet) when:

●

the rights to receive cash flows from the asset have expired; or

●

the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

F-13

Related parties

A party is considered to be related to the Group if:

(a)	the party is a person or a close member of that person’s family<br> and that person
(i)	has control or joint control over the Group;
---	---
(ii)	has significant influence over the Group; or
(iii)	is a member of the key management personnel of the Group or of a parent<br> of the Group;

(b)	the party is an entity where any of the following conditions applies:
(i)	the entity and the Group are members of the same group;
---	---
(ii)	one entity is an associate or joint venture of the other entity (or<br> of a parent, subsidiary or fellow subsidiary of the other entity);
(iii)	the entity and the Group are joint ventures of the same third party;
(iv)	one entity is a joint venture of a third entity and the other entity<br> is an associate of the third entity;
(v)	the entity is a post-employment benefit plan for the benefit of employees<br> of either the Group or an entity related to the Group;
(vi)	the entity is controlled or jointly controlled by a person identified<br> in (a);
(vii)	a person identified in (a)(i) has significant influence over the entity<br> or is a member of the key management personnel of the entity (or of a parent of the entity); and
(viii)	the entity, or any member of a group of which it is a part, provides<br> key management personnel services to the Group or the parent of the Group.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported revenues, costs and expenses during the reported year in the consolidated financial statements and accompanying notes. These accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, current expected credit losses, useful lives of intangible assets and property and equipment, provision of income tax, valuation allowance for deferred tax assets and fair value measurement of convertible redeemable preferred shares and unlisted equity investments. Actual results could differ from those estimates.

Foreign currency translation

The functional currency and booking currency are both RMB for substantial all entities of the Group, transactions, assets and liabilities dominated in foreign currency were few within 2023, and thus, the foreign currency exchange differences recognized within 2023 is over RMB 3 million (over USD 0.42 million), very minor compared with the revenue size of 2023.

For the purpose of such translation in cost-efficiency way, the financial statements are translated into USD in the convenience rate (USD 1 = RMB 7.0999) prevailing at the balance date. No translation adjustments incurred to comprehensive income (loss).

F-14

Current expected credit losses

The Group adopted ASC Topic 326, “Financial Instruments - Credit Losses”, for credit loss assessment using the modified retrospective approach for all in-scope assets. The Group’s in-scope assets are primarily account receivables, prepayments and other receivables. To estimate expected credit losses, the Group has identified the relevant risk factors which include clients’ credits and accounts aging. Accounts with similar risk factors have been grouped into pools. For each pool, the Group considers the collection experience, current economic conditions and future economic conditions.

Cash and cash equivalents

Cash and cash equivalents represent cash at bank and on hand, on-demand deposits.

Accounts receivable

Accounts receivable are recognized and carried at the cost amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above in “CurrentExpected Credit Losses”.

Prepayments and other receivables

They are recognized at the cost amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above in “Current Expected CreditLosses”.

Property and equipment

Property and equipment, is stated at historical cost less accumulated depreciation and impairment, if any, and is depreciated using straight-line method over the following useful lives. The residual rate is determined based on the economic value of the asset at the end of the estimated useful lives as a percentage of the original cost. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present and a recoverability test is performed, we estimate the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment charge. The impairment charge recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. We may use a variety of methodologies to determine the fair value of property, plant and equipment, including appraisals and discounted cash flow models. These appraisals and models include assumptions we believe are consistent with those a market participant would use.

Depreciation is calculated on the straight-line basis to write off the cost of each item of property and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:

Electronic equipment	33	%
Office equipment	20	%
Motor vehicles	25	%
Leasehold improvements	Over the shorter of the lease terms and estimated useful<br> lives
---	---

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value at the date of the acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end.

Software

Software is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life of 3 to 10 years.

F-15

Customer relationship

Customer relationship is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life of 2 to 10 years.

Trademark

Trademark is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life of 10 years.

Leases

The Group follows ASC Topic 842, Leases. The Group leases office spaces, warehouse, and farmland which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with initial term of 12 months or less) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate, the Group uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and includes initial direct costs incurred. The Group’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expenses for minimum lease payments are recognized on a straight-line basis over the lease term. All operating lease ROU assets are reviewed for impairment annually.

Government grants

Government grants are recognized at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed.

Revenue recognition

Revenue from contracts with customers

Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

F-16

When the contract contains a financing component which provides the customer with a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception. When the contract contains a financing component which provides the Group with a significant financial benefit for more than one year, revenue recognized under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component.

(a)	Vocational education services

The Group provides vocational education services mainly including vocational education entrusted management services, self-operated vocational school services, curriculum co-development projects services, vocational training services and connotation construction services.

For vocational education entrusted management services, the Group agrees the price with the sponsors of managed schools upfront and recognizes the management fee received or receivable as its revenue on a straight-line basis over the agreed management period based on pre-agreed fixed amounts or unit rate per students for management services provided or the estimated operating results of the managed schools in the whole management period.

For self-operated vocational school services, the tuition and boarding fees from students are paid in advance at the beginning of each semester of an academic year and are initially recorded as contract liabilities. Tuition and boarding fees are recognized on a straight-line basis over the relevant period of the applicable program. The portion of tuition payments received from students but not earned is recorded as contract liabilities and is reflected as a current liability as such amounts represent revenue that the Group expects to earn within one year. The academic year of the Group’s schools is generally from September to June of the following year and has two semesters.

For curriculum co-development projects services, the Group agrees the price with the curriculum or subordinate schools upfront and recognizes the service fee received or receivable as its revenue on a straight-line basis over the relevant period of the applicable program based on pre-agreed fixed unit rate per student for services provided in the whole period.

For vocational training services, the Group recognizes the training fee received or receivable as its revenue on a straight-line basis over the training period as the customers simultaneously receives and consumes the benefits provided by the Group.

For connotation construction services, revenue is recognized at the point in time when control of the asset is transferred to the customer, generally on acceptance by the customer.

(b)	HR recruitment services

The Group provides HR recruitment services regarding blue-collar talent to customers, and revenue is recognized at the point in time when the services are rendered and accepted by the customers.

(c)	Employee management services

The Group provides employee management services mainly including labor outsourcing services and labor dispatch services and others.

For labor outsourcing services, the Group charged service fees in respect of the labor outsourcing services on a lump sum basis. The Group acts as principal and is primarily responsible for providing the labor outsourcing services to customers. The Group recognizes the fee received or receivable from customers as its revenue and all related labor outsourcing services costs as its cost of services. The Group recognizes the labor outsourcing services fee received or receivable as its revenue over time in the period in which the customer simultaneously receives and consumes the benefits provided by the Group.

For labor dispatch services, the Group acts as a dispatching agent and is mainly responsible for administrative work, which is considered as one performance obligation, and the Group does not control employee’s labor services; therefore, the Group’s labor dispatch revenue is recorded on a net basis over time in the period in which the customer simultaneously receives and consumes the benefits provided by the administration work performed by the Group, while the labor costs paid to the employees are recorded to net off revenue.

The Group’s other revenue includes income from the provision of HR agency services, which is recognized when the services are rendered and accepted by the customers.

F-17

(d)	Market services

The Group provides market services mainly including sale of retail goods to end customers via online retail platform and provision of value-added services to students of vocational schools, such as shopping, catering and dormitory management services.

For market services, revenue is recognized at the point in time when the services are rendered and accepted by the customers.

Selling and marketing Expenses

Selling and marketing expenses consist primarily of payroll, advertising and promotion expenses for marketing and business development. They are expensed as incurred.

Administrative Expenses

Administrative expenses consist of payroll, rental, expenses for employees involved in general corporate functions, including finance, legal and human resources, costs associated with use of facilities and equipment, such as depreciation and amortization, professional fees and other general corporate related expenses.

Other (expense)/ incomes, net

Other incomes mainly consist of non-operating income and gains, such as government grants, proceeds of interest from maturities of short-term investments, fair value gains or loss and gain on dissolution of subsidiaries and branches. Financial expenses mainly consist of interest income and expense, bank charges and exchange gain or loss.

Income tax

Income tax comprises current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

●	when the deferred tax liability arises from the initial recognition<br> of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects<br> neither the accounting profit nor taxable profit or loss; and
●	in respect of taxable temporary differences associated with investments<br> in subsidiaries, associates and joint ventures, when the timing of the reversal of the temporary differences can be controlled and<br> it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilized, except:

●	when the deferred tax asset relating to the deductible temporary differences<br> arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time<br> of the transaction, affects neither the accounting profit nor taxable profit or loss; and
●	in respect of deductible temporary differences associated with investments<br> in subsidiaries, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse<br> in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

F-18

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Earnings per share

Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into ordinary shares. Common share equivalents are excluded from the computation of the diluted earnings per share in years when their effect would be anti-dilutive.

Segment reporting

The Group’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive directors of the Company that make strategic decisions. As a result of this evaluation, the Group determined that it has operating segments as follows:

(a)	the vocational education segment engages in the provision of vocational<br> education entrusted management services, self-operated vocational school services, curriculum co-development projects services and<br> vocational training services;
(b)	the HR recruitment segment engages in the provision of HR recruitment<br> services regarding blue-collar talent to customers;
(c)	the employee management segment engages in the provision of labor outsourcing<br> services, labor dispatch services and others;
(d)	the market service segment engages in the provision of value-added<br> services.

The chief operating decision-maker monitors the results of the Group’s operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on reportable segment revenue and segment results which is measured based on gross profit of the respective segment. No analysis of segment assets and liabilities is presented as management does not regularly review such information for the purposes of resource allocation and performance assessment. Therefore, only segment revenue and segment results are presented.

	For the year ended 31 December,<br> 2022
	Continuing operation
	Vocational education			HR recruitment			Employee management			Market service			Total
	RMB			RMB			RMB			RMB			RMB
Segment revenue
Sales to external customers		65,709			104,896			525,101			28,367			724,073
Cost of revenue		(32,524	)		(51,408	)		(497,808	)		(15,188	)		(596,928	)
Gross profit		33,185			53,488			27,293			13,179			127,145
Gross profit %		50.5			51.0			5.2			46.5			17.6

F-19

	For the year ended 31 December,<br> 2022
	Discontinued operation
	Vocational education			HR recruitment			Employee management			Market service		Total
	RMB			RMB			RMB			RMB		RMB
Segment revenue
Sales to external customers		2,954			6,095			38,172			-		47,221
Cost of revenue		(1,844	)		(77	)		(21,249	)		-		(23,170	)
Gross profit		1,110			6,018			16,923			-		24,051
Gross profit%		37.6			98.7			44.3			-		50.9
	For the year ended 31 December,<br> 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Continuing operation
	Vocational education			HR recruitment			Employee management			Market service			Total
	RMB			RMB			RMB			RMB			RMB
Segment revenue
Sales to external customers		146,372			61,665			1,029,360			128,468			1,365,865
Cost of revenue		(103,708	)		(11,385	)		(946,543	)		(103,810	)		(1,165,446	)
Gross profit		42,664			50,280			82,817			24,658			200,419
Gross profit %		29.1			81.5			8.0			19.2			14.7
	For the year ended 31 December,<br> 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Discontinued operation
	Vocational education			HR recruitment			Employee management			Market service		Total
	RMB			RMB			RMB			RMB		RMB
Segment revenue
Sales to external customers		32,659			13,814			4,477			1,232		52,182
Cost of revenue		(20,758	)		(752	)		(4,854	)		-		(26,364	)
Gross profit (loss)		11,901			13,062			(377	)		1,232		25,818
Gross profit (loss) %		36.4			94.6			(8.4	)		100.0		49.5

Geographical information

More than 95% of the Group’s revenues for the year ended December 31, 2022 and 2023 were generated from the PRC. As of December 31, 2022 and 2023, all of the long-lived assets of the Group are located in the PRC, and therefore, no geographical segments are presented.

Information about major customers

No revenue from sales to a single customer or a group of customers under common control accounted for 10% or more of the Group’s revenue for the year ended December 31, 2022 and 2023.

Significant risks and uncertainties

The Group’s principal financial instruments comprise lease liabilities, interest-bearing bank and other borrowings, and cash and bank balances. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

The main risks arising from the Group’s financial instruments are currency risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are summarized below.

1) Currency risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the financial instruments. The Group is not exposed to significant transactional foreign currency risk since it usually recognizes revenues and purchases in RMB. At the same time, the Group is not exposed to translational foreign currency risk since most operating subsidiaries are located in the PRC, which has RMB as the functional currency.

F-20

2) Credit Risk

The carrying amounts of cash and bank balances, trade receivables, financial assets included in prepayments, other receivables and other assets, and financial assets included in other non-current assets included in the consolidated statements of financial position represent the Group’s maximum exposure to credit risk in relation to its financial assets as at 31 December 2022 and 2023. The Group classifies financial instruments on the basis of shared credit risk characteristics, such as instrument types and credit risk ratings for the purpose of determining significant increases in credit risk and calculation of impairment.

Cash and cash balances

As at 31 December 2022 and 2023, all cash and bank balances were deposited in high-credit-quality financial institutions without significant credit risk. These financial assets were not yet past due and their credit exposure is classified as stage 1.

Account receivable

To manage the risk arising from trade receivables, the Group has policies in place to ensure that credit terms are made only to counterparties with an appropriate credit history and management performs ongoing credit evaluations of the Group’s counterparties. The credit period granted to the customers is generally within 30 days to 90 days and the credit quality of these customers is assessed, taking into account their financial position, past experience and other factors. The Group also has other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, the Group reviews regularly the recoverable amount of trade receivables to ensure that adequate impairment losses are made. The Group has no significant concentrations of credit risk, with exposure spread over a large number of counterparties and customers.

The Group applies the simplified approach to provide for ECLs, which permits the use of the lifetime expected loss provision for all trade receivables. The expected credit losses also incorporate forward-looking information based on key economic variables such as inflation rate.

Other receivables

Management makes periodic collective assessments for other receivables as well as individual assessment on the recoverability of other receivables based on historical settlement records and past experience. The Group recognized allowance for these financial assets based on lifetime ECLs and adjusted for forward-looking macroeconomic data.

(3) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s objective is to maintain a balance for continuity of funding to finance its working capital needs as well as capital expenditure.

Newly adopted accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the Group’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2019, the FASB issued ASU 2019-10, which extends the adoption date for certain registrants. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within fiscal years beginning after December 15, 2023. In February 2020 the FASB issued ASU 2020-02 which updated SEC Staff Accounting Bulletin No. 119 providing interpretive guidance on methodology and supporting documentation for measuring credit losses. The Group adopted the ASU on January 1, 2022, which did not have a material impact on the consolidated financial statements.

F-21

In December 2019, the FASB issued ASU 2019-12, Income taxes (Topic 740) - Simplifying the accounting for income taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Group adopted the ASU on January 1, 2022, which did not have a material impact on the consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) - Simplifying the accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Group adopted ASU on January 1, 2022, which did not have a material impact on the consolidated financial statements.

Recently issued accounting pronouncementsnot yet adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805*)*: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is effective for the Group on July 1, 2023 and the Group does not expect a significant impact to the consolidated financial statements upon adoption. However, the ultimate impact is dependent upon the size and frequency of future acquisitions.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)”. The amendment in this Update is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments also require a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Group on December 15, 2023 and the Group is in the process determine the impact of the adoption of this standard on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The Update requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The ASU is effective for public business entities for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Group is in the process determine the impact of the adoption of this standard on its consolidated financial statements.

2.2 RESTATEMENT

The Group has restated its Consolidated Financial Statements at December 31, 2022 and 2023 of consolidated balance sheets, consolidated statements of operations and comprehensive (loss)/income, changes in equity and cash flows for each of the two years in the period ended December 31, 2023.

The Group has amended the errors in the accounting treatment of convertible redeemable preferred shares to (i)increase the mezzanine equity of RMB1,006.0 million and decrease the shareholders’ equity of RMB1,006.0 million at December 31, 2022 and 2023 and (ii)to increase total other income, net after the reversal of fair value losses from convertible redeemable preferred shares for the year ended December, 2022. This correction has an impact on basic and diluted net loss per share for the year ended 2022 and diluted earnings per share for the year ended 2023.

F-22

The Group has amended the errors in the disclosure of (i)share-based compensation in the consolidated statements of operations and comprehensive (loss)/income and (ii)leases, leases prepaid payment and interest income in the consolidated statements of cash flows. This correction has no impact no impact on earnings per share and equity or net assets.

As a result, the Group has restated its Consolidated Financial Statements in accordance with ASC 250, Accounting Changes and Error Corrections. The impact of the restatement on the Consolidated Financial Statements as previously reported is summarized below:

	CONSOLIDATED BALANCE SHEETS
	As at December 31,
	2022<br> (as previously reported)			2022<br> (Restated)			Difference
	RMB			RMB			RMB
Mezzanine equity		-			1,006,048			1,006,048
Ordinary shares		230			149			(81	)
Additional paid-in capital		1,479,963			226,278			(1,253,685	)
Accumulated losses		(895,387	)		(647,669	)		247,718
Total Youlife International Holdings Inc. shareholders’ deficit		593,028			(413,020	)		(1,006,048	)
Total shareholders’ deficit		621,619			(384,429	)		(1,006,048	)
	As at December 31,
---	---	---	---	---	---	---	---	---	---
	2023<br> (as previously reported)			2023<br> (Restated)			Difference
	RMB			RMB			RMB
Mezzanine equity		-			1,006,048			1,006,048
Ordinary shares		230			149			(81	)
Additional paid-in capital		1,431,232			177,547			(1,253,685	)
Accumulated losses		(797,530	)		(549,812	)		247,718
Total Youlife International Holdings Inc. shareholders’ deficit		643,118			(362,930	)		(1,006,048	)
Total shareholders’ deficit		669,767			(336,281	)		(1,006,048	)
	CONSOLIDATED STATEMENTS<br> OF CHANGES<br> IN EQUITY
---	---	---	---	---	---	---	---	---	---
	As at December 31,
	2022<br> (as previously reported)			2022<br> (Restated)			Difference
	RMB			RMB			RMB
Ordinary shares		230			149			(81	)
Additional paid-in capital		1,479,963			226,278			(1,253,685	)
Accumulated losses		(895,387	)		(647,669	)		247,718
Total		593,028			(413,020	)		(1,006,048	)
Total deficit		621,619			(384,429	)		(1,006,048	)
	As at December 31,
---	---	---	---	---	---	---	---	---	---
	2023<br> (as previously reported)			2023<br> (Restated)			Difference
	RMB			RMB			RMB
Ordinary shares		230			149			(81	)
Additional paid-in capital		1,431,232			177,547			(1,253,685	)
Accumulated losses		(797,530	)		(549,812	)		247,718
Total		643,118			(362,930	)		(1,006,048	)
Total deficit		669,767			(336,281	)		(1,006,048	)

F-23

	CONSOLIDATED STATEMENTS OF OPERATIONS<br> AND COMPREHENSIVE (LOSS)/INCOME
	For the year ended<br><br> December 31,
	2022<br> (as previously reported)			2022<br> (Restated)			Difference
	RMB			RMB			RMB
Total operating expenses		(275,825	)		(296,636	)		(20,811	)
Total other income, net		(66,949	)		96,947			163,896
Deemed dividend to Series C and Series C+ preferred shareholders<br> at modification of Series C and Series C+ Preferred Shares		-			(130,011	)		(130,011	)
Net (loss)/profit attribute to Youlife International Holdings Inc.		(236,608	)		(223,534	)		13,074
Comprehensive (loss)/income attribute to Youlife International Holdings Inc.		(236,608	)		(93,523	)		143,085
Net (loss)/earnings per share:
Basic net (loss)/earnings per share		(0.68	)		(0.99	)		(0.31	)
Diluted net (loss)/earnings per share		(0.68	)		(0.99	)		(0.31	)
Shares used in net (loss)/earnings per share computation
Basic		346,606,485			224,986,014			(121,620,471	)
Diluted		346,606,485			224,986,014			(121,620,471	)
	For the year ended<br><br> December 31,
---	---	---	---	---	---	---	---
	2023<br> (as previously reported)		2023<br> (Restated)		Difference
	RMB		RMB		RMB
Net (loss)/earnings per share:
Basic net (loss)/earnings per share		0.29		0.45		0.16
Diluted net (loss)/earnings per share		0.29		0.29		-
Shares used in net (loss)/earnings per share computation
Basic		342,756,528		221,777,718		(120,978,810	)
Diluted		342,756,528		342,756,528		-
	CONSOLIDATED STATEMENTS OF<br><br> CASH FLOWS
---	---	---	---	---	---	---	---	---	---
	For the year ended<br><br> December 31,
	2022<br> (as previously reported)			2022<br> (Restated)			Difference
	RMB			RMB			RMB
Net profit/(loss)		(240,400	)		(97,315	)		143,085
Net (loss)/profit from continuing operations		(234,180	)		(91,095	)		143,085
Fair value losses from convertible redeemable preferred shares		143,085			-			(143,085	)
Interest income		(5,155	)		-			5,155
Finance costs		2,057			-			(2,057	)
Increase in right-of-use assets		-			(20,120	)		(20,120	)
Decrease in lease liabilities		-			(7,358	)		(7,358	)
Net cash flows (used in) generated from operating activities from continuing operations		(52,772	)		(77,152	)		(24,380	)
Total Net cash flows generated from operating activities		7,122			(17,258	)		(24,380	)
Prepaid lease payments prior to commencement of agreement		(20,120	)		-			20,120
Interest income		5,155			-			(5,155	)
Net cash flows used in investing activities from continuing operations		(61,939	)		(46,974	)		14,965
Total Net cash flows used in investing activities		(66,639	)		(51,674	)		14,965
Principal portion of lease payments		(7,358	)		-			7,358
Interest portion of lease payments		(2,057	)		-			2,057
Net cash flows used in financing activities from continuing operations		(50,136	)		(40,721	)		9,415
Total Net cash flows generated from (used in) financing activities		8,206			17,621			9,415

F-24

	For the year ended<br><br> December 31,
	2023<br> (as previously reported)			2023<br> (Restated)			Difference
	RMB			RMB			RMB
Interest income		(127	)		-			127
Finance costs		2,176			-			(2,176	)
Increase in right-of-use assets		-			(1,091	)		(1,091	)
Decrease in lease liabilities		-			(8,105	)		(8,105	)
Net cash flows (used in) generated from operating activities from continuing operations		21,523			10,278			(11,245	)
Total Net cash flows generated from operating activities		22,746			11,501			(11,245	)
Prepaid lease payments prior to commencement of agreement		(1,091	)		-			1,091
Interest income		127			-			(127	)
Net cash flows used in investing activities from continuing operations		(20,061	)		(19,097	)		964
Total Net cash flows used in investing activities		(23,569	)		(22,605	)		964
Principal portion of lease payments		(8,105	)		-			8,105
Interest portion of lease payments		(2,176	)		-			2,176
Net cash flows used in financing activities from continuing operations		(126,949	)		(116,668	)		10,281
Total Net cash flows generated from (used in) financing activities		(242,119	)		(231,838	)		10,281

3. ACCOUNTS RECEIVABLE, NET

	As at December 31,
	2022			2023
	RMB			RMB
Accounts receivable		153,431			292,579
Less: allowance for credit loss		(27,738	)		(20,762	)	)
Accounts receivable, net		125,693			271,817
Less: accounts receivable, net of the discontinued operations		(12,229	)		(15,190	)	)
Accounts receivable, net of the continuing operations		113,464			256,627

All values are in US Dollars.

Movement of allowance of doubtful accounts is as follows:

	As at December 31,
	2022			2023
	RMB			RMB
Beginning balance		7,347			27,738
Charge to (reversal of) expense		26,246			(2,371	)	)
Less: dissolution of subsidiaries and branches		(5,855	)		(4,605	)	)
Ending balance		27,738			20,762

All values are in US Dollars.

4. PREPAYMENTS AND OTHER RECEIVABLES,NET

	As at December 31,
	2022			2023
	RMB			RMB
Other receivables		76,780			188,154
Less: allowance for credit loss of other receivables		(57,146	)		(42,683	)	)
Prepayments		25,972			72,414
Deposits		6,711			6,762
Prepayment, other receivables and other assets, net		52,317			224,647
Less: balances net of the discontinued operations		(8,322	)		(35,686	)	)
Prepayment, other receivables other, net of the continued operations		43,995			188,961

All values are in US Dollars.

F-25

Movement of allowance for credit loss is as follows:

	As at December 31,
	2022		2023
	RMB		RMB
Beginning balance		-		57,146
Charge to (reversal of) expense		57,146		(13,001	)	)
Less: dissolution of subsidiaries and branches		-		(1,462	)	)
Ending balance		57,146		42,683

All values are in US Dollars.

5. INVENTORIES

	As of December 31,
	2022		2023
	RMB		RMB
Finished Goods		8,301		3,260

All values are in US Dollars.

Inventories, finished goods as retail goods, are accounted for using the first-in-first-out cost method and are valued at the lower of cost and net realizable value. Net realizable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal.

No impairment provision made as the carrying amounts of inventories are higher than the net realizable value.

6. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	As at December 31
	2022			2023
	RMB			RMB
Buildings		-			6,500
Leasehold improvement		24,555			165,917
Furniture and office equipment		7,817			17,944
Electronic equipment		13,404			15,633
Vehicles		2,887			3,072
Less: accumulated depreciation		(18,518	)		(30,345	)	)
Property and equipment, net		30,145			178,721
Less: net carrying amount of the discontinued operations		(20,205	)		(17,974	)	)
Net carrying amount of the continued operations		9,940			160,747

All values are in US Dollars.

Depreciation of property and equipment was RMB5,854 and RMB13,777 for the years ended at December 31, 2022 and 2023 respectively.

7. LEASES

The Group’s operating leases mainly related to various buildings. The total lease cost for the year ended December 31, 2022 and 2023 was RMB17,223 and RMB19,990, comprised of operating lease expenses of RMB 15,519 and RMB17,472, and short-term lease expenses of RMB1,704 and RMB2,518 respectively.

Supplemental balance sheet information related to operating lease was as follows:

	As at December 31
	2022		2023
	RMB		RMB
Operating lease right-of-use assets		61,814		52,957
Lease liabilities - current		7,534		6,808
Lease liabilities - non-current		42,580		39,697
Total operating lease liabilities		50,114		46,505

All values are in US Dollars.

F-26

The weighted average remaining lease terms and discount rates for the operating lease as of December 31, 2022 and 2023 were as follows:

	As at December 31,
	2022			2023
Weighted average remaining lease term (years)		6.46			5.20
Weighted average discount rate		4.59	%		4.78	%

The undiscounted future minimum payments under the Company’s operating lease liabilities and reconciliation to the operating lease liabilities recognized on the consolidated balance sheet was as below:

****	As at December 31, 2023			****
****	RMB		****	****
2024		10,925
2025		10,434
2026		6,492
2027		5,348
2028 and after		19,039
Total undiscounted cashflows		52,238
Less: imputed interest		(5,733	)	)
Present value of lease liabilities		46,505

All values are in US Dollars.

8. GOODWILL

	As at December 31,
	2022			2023
	RMB			RMB
Net carrying amount as at the beginning of the year		19,713			19,713
Less: impairment provided during the year		-
Net carrying amount as at the end of the year		19,713			19,713
Less: net carrying amount of the discontinued operation		(19,713	)		(19,713	)	)
Net carrying amount of the continuing operations		-			-

All values are in US Dollars.

The Group completed its annual goodwill impairment analysis for the years ended December 31, 2022 and 2023, and no impairment charges were recorded.

9. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	As at December 31
	2022			2023
	RMB			RMB
As of December 31:
Systems software		7,576			16,251
Customer relationship		10,240			10,240
Trademark		12,917			12,917
Less: accumulated amortization		(9,788	)		(17,625	)	)
Intangible assets, net		20,945			21,783
Less: net carrying amount of the discontinued operations		(15,910	)		(9,774	)	)
Net carrying amount of the continued operations		5,035			12,009

All values are in US Dollars.

Amortization of intangible assets was RMB5,530 and RMB8,103 for the years ended at December 31, 2022 and 2023 respectively.

F-27

10. FINANCIAL ASSETS AT FAIR VALUE THROUGHPROFIT OR LOSS

	As at December 31,
	2022		2023
	RMB		RMB
Unlisted equity investment-Chengdu Fish Bubble Technology Co., Ltd.		69,129		105,629

All values are in US Dollars.

The above unlisted equity investment was classified as financial assets at fair value through profit or loss as the Group has not elected to recognize the fair value gain or loss through other comprehensive income.

11. OTHER NON-CURRENT ASSETS

	As at December 31,
	2022		2023
	RMB		RMB
Long-term deposits and deferred expenses		5,205		544
Long-term loan to third parties		5,861		-
Long-term prepayment for service fee		8,000		13,481
Advance payment for decoration and equipment		53,792		-
Other non-current assets		72,858		14,025
Less: other non-current assets of the discontinued operations		-		(279	)	)
Other non-current assets of the continued operations		72,858		13,746

All values are in US Dollars.

The long-term loans to third parties represented the daily support to the operation of private schools, which were unsecured, interest-free.

The long-term prepayment for service fee represented the advance payment made for catering services of vocational education, and will subsequently be charged to profit or loss as service fee expenses for catering services over the cooperation period with vocational education schools.

Advance payment for decoration and equipment transferred into property and equipment upon the completion of the renovation works and construction of cooperating vocational schools during the year ended December 31, 2023.

12. TRADE AND BILLS PAYABLES

	As at December 31,
	2022			2023
	RMB			RMB
Trade payables		23,081			113,915
Bills payables		22,000			-
Total		45,081			113,915
Less: trade and bills payables of the discontinued operations		(9,399	)		(13,505	)	)
Trade and bills payables of the continued operations		35,682			100,410

All values are in US Dollars.

F-28

13. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31,
	2022			2023
	RMB			RMB
Deposits received		911			7,817
Due to third parties		6,265			-
Payroll and welfare payables		211,102			139,592
Other liabilities		22,315			71,058
Total		240,593			218,467
Less: other payables and accrued liabilities of the discontinued operations		(171,161	)		(58,114	)	)
Other payables and accrued liabilities of the continued operations		69,432			160,353

All values are in US Dollars.

14. SHORT-TERM BORROWINGS

	As at December 31,
	2022		2023
	RMB		RMB
CURRENT
Bank borrowings - unsecured		-		26,274

All values are in US Dollars.

Effective interest rate range of bank borrowings was 3.65% to 4.20% as of December 31, 2023.

15. REVENUES

	For the year ended December 31,
	2022			2023
	RMB			RMB
Vocational education services		68,663			179,031
Employee management services		563,273			1,033,837
HR recruitment services		110,991			75,479
Market Services		28,367			129,700
Revenues		771,294			1,418,047
Less: revenues from the discontinued operations		(47,221	)		(52,182	)	)
Revenues from the continuing operations		724,073			1,365,865

All values are in US Dollars.

16. FAIR VALUE GAINS

The following tables illustrate the fair value measurement hierarchy of the Company’s financial instruments:

	Quoted prices in active markets		Significant observable inputs		Significant unobservable inputs
For the year ended December 31, 2022	(Level 1)		(Level 2)		(Level 3)
	RMB		RMB		RMB
Financial assets at fair value through
Fair value gains from financial assets at<br> fair value through profit or loss-Chengdu Fish Bubble Technology Co, Ltd., net		-		-		38,336

F-29

	Quoted prices in active markets		Significant observable inputs		Significant<br> unobservable inputs
For the year ended December 31, 2023	(Level 1)		(Level 2)		(Level 3)
	RMB		RMB		RMB
Financial assets at fair value through
Fair value gains from financial assets at<br> fair value through profit or loss-Chengdu Fish Bubble Technology Co, Ltd., net		-		-		36,500

All values are in US Dollars.

The movements of financial assets at fair value through profit or loss are set out as below:

	For the year ended December 31,
	2022		2023
	RMB		RMB
At beginning of year		30,793		69,129
Total gains recognized in profit or loss		38,336		36,500
At end of year		69,129		105,629

All values are in US Dollars.

The fair values of the unlisted equity investments included in the financial assets at fair value through profit or loss have been estimated using the option-pricing method based on assumptions that are not supported by observable market prices or rates. Management has estimated the potential effect of using reasonably possible alternatives as inputs to the valuation model. The following table lists the inputs to the model used:

	As at December 31,
	2022			2023
Risk-free interest rate		4	%		4.23	%
Discounts for lack of marketability		6%-23	%		6%-23	%

17. TAXATION

Income Tax

Cayman Islands

Hong Kong

Subsidiaries in Hong Kong are subject to Hong Kong Profits Tax rate at 16.5%, and foreign-derived income is exempted from income tax. There are no withholding taxes upon payment of dividends by the subsidiaries incorporated in Hong Kong to its shareholders. The Group’s subsidiaries incorporated in Hong Kong are not liable for income tax as they did not have any assessable profits arising in Hong Kong during the Relevant Periods.

Mainland China

PRC corporate income tax has been provided at the rate of 25% on the taxable profits of the Group’s PRC Subsidiaries for the Relevant Periods.

Certain of the Group’s PRC Subsidiaries are qualified as small and micro enterprises and were entitled to a preferential corporate income tax rate of 2.5% to 10% during 2022 and 5% during 2023, respectively.

Certain of the Group’s PRC Subsidiaries are accredited as “High and New Technology Enterprise” and were therefore entitled to a preferential income tax rate of 15% for the years ended 31 December 2022 and 2023. Such qualifications are subject to review by the relevant tax authority in the PRC for every three years.

F-30

The income tax expense of the Group for the Relevant Periods is analyzed as follows:

	For the year ended 31 December
	2022			2023
	RMB			RMB
Current tax:
PRC corporate income tax		17,101			5,776
Deferred tax liabilities		(1,173	)		(1,497	)	)
Deferred tax assets, net		-			(35,469	)	)
Total income tax expense/(benefit)		15,928			(31,190	)	)
Less: income tax expenses from the discontinued operations		2,623			934
Income tax income tax expense/(benefit) from the continuing operations		18,551			(30,256	)	)

All values are in US Dollars.

A reconciliation of tax expense applicable to profit before tax at the statutory rate for the jurisdictions in which the majority of the Group’s subsidiaries are domiciled to the income tax expense at the effective income tax rate for each of the Relevant Periods is as follows:

	For the year ended 31 December
	2022			2023
	RMB			RMB
(Loss)/profit before tax		(81,387	)		65,856
Tax at the statutory tax rate (25%)		(20,347	)		16,464
Impact of preferential tax rates		4,892			1,836
Non-taxable income		(19,633	)		(8,912	)	)
Non-deductible expense		1,098			622
Research and development super-deduction		(12,521	)		(12,254	)	)
Change of valuation allowance		62,439			(28,946	)	)
Income tax expense/(benefit)		15,928			(31,190	)	)

All values are in US Dollars.

Deferred taxes

The components of deferred tax assets and liabilities are as follows:

	As at December 31,
	2022			2023
	RMB			RMB
Deferred tax assets:
Accrued expense and other current liabilities		26,706			15,982
Bad debt provision		19,114			15,208
Lease liabilities		12,529			11,626
Net operating loss carry forwards		46,782			66,625
Total gross deferred tax assets		105,131			109,441
Valuation allowance on deferred tax assets		(89,678	)		(60,732	)
Deferred tax assets, net of valuation allowance		15,453			48,709
Deferred tax (liabilities)-non current:
Right-of-use assets		(15,453	)		(13,240	)
Intangible assets		(3,887	)		(2,390	)
Total deferred tax (liabilities)		(19,340	)		(15,630	)

At 31 December 2023, there was no significant unrecognized deferred tax liability for taxes that would be payable on the unremitted earnings of the Group’s subsidiaries.

F-31

Uncertain Tax Position

The Group evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2022 and 2023, the Group did not have any significant unrecognized uncertain tax positions.

18. DEFINED CONTRIBUTION PLAN

Full-time employees of the Group in mainland PRC are entitled to social welfare benefits through a PRC government-mandated defined contribution plan. Chinese labor regulations require that the Group makes contributions to the government for these benefits, calculated as a regulated percent of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions.

For the employees in Hong Kong, PRC, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. The Group recorded Pension scheme contributions and social welfare benefit expenses of RMB38,816 and RMB45,330 (US$6,385) for the years ended December 31, 2022 and 2023, respectively.

19. RELATED PARTY BALANCES AND TRANSACTIONS

(1) The Group had no significant related party transactions with related parties.

(2) Outstanding balances with related parties

	As at 31 December
	2022		2023
	RMB		RMB
Non-trade related
Companies controlled by a main shareholder of the Company		10,520		978

All values are in US Dollars.

As at 31 December 2022 and 2023, the Group’s outstanding balances with related parties were all unsecured, interest-free and repayable on demand.

20. CONVERTIBLE REDEEMABLE PREFERRED SHARES(RESTATED)

Series C Preferred Shares

On 22 July 2020, Shanghai Youerlan and series C onshore investors (“Series C Onshore Investors”) entered into a share subscription agreement whereby the Series C Onshore Investors made a total investment of RMB212,742 (“Series C Onshore Financing”) for 35,333,335 ordinary shares in Shanghai Youerlan. All Series C Onshore Financing were received in 2020.

On 24 July 2020, the Company and series C offshore investors (“Series C Offshore Investors”) entered into a share subscription agreement whereby the Series C Offshore Investors made a total investment of RMB169,705 (“Series C Offshore Financing”) for 24,380,586 Series C offshore preferred shares in the Company. All Series C Offshore Financing were received in 2020.

Series C+ Preferred Shares

On 14 May 2021, the Company and series C+ investors (“Series C+ Investors”) entered into a share subscription agreement whereby the Series C+ Investors made a total investment of RMB429,765 (“Series C+ Financing”) for 43,579,123 Series C+ preferred shares in the Company. All Series C+ Financing were received in 2022.

F-32

On 7 July 2021, the Company issued 30,000,000 convertible notes with a nominal value of US$30,000 and was converted to 17,685,766 Series C+ preferred shares of RMB 193,836 on 4 November 2021.

Series C Preferred Shares and Series C+ Preferred Phares are collectively referred to as the “Preferred Shares”.

A summary of the shares authorized, issued and outstanding is as follows:


		2023
Authorized:
Number of Series C preferred share of US0.0001 each	59,713,921		59,713,921
Number of Series C+ preferred share of US0.0001 each	61,264,889		61,264,889

All values are in US Dollars.


		2023
		RMB
Issued and fully paid:
Number of Series C preferred share of US0.0001 each	59,713,921		59,713,921
Nominal value of preferred shares (RMB)	41,685		41,685
Number of Series C+ preferred share of US0.0001 each	61,264,889		61,264,889
Nominal value of preferred shares (RMB)	39,573		39,573

All values are in US Dollars.

The rights, preferences and privileges of the Preferred Shares are as follows:

(a) Conversion right

Each preferred share shall be convertible, at the option of the preferred shareholders (“Holders”) thereof, at any time after the date of issuance, and without the payment of any additional consideration by the Holder thereof, into such number of fully paid ordinary shares as is determined by dividing the applicable deemed original issue price for such series of Preferred Shares by the conversion price for such series of Preferred Shares in effect (“Conversion Price”) at the time of conversion. The initial conversion ratio is 1:1, subject to adjustment in the event of share dividends, share splits and other events as specified in the Company’s articles of association, provided that the conversion price shall not be less than the par value of the ordinary shares.

Each Preferred Share shall be automatically converted into ordinary shares at the then effective conversion price upon the closing of an underwritten public offering or the listing of the ordinary shares of the Company in a recognized international securities exchange or foreign securities exchange as approved by the shareholders’ meeting or the Board of the Company, with the implied market capitalization of the Company prior to such public offering shall be no less than RMB5,000 million or equivalent U.S. dollars (the “Qualified IPO”).

No fractional ordinary share shall be issued upon conversion of the Preferred Shares. In lieu of any fractional ordinary shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective conversion price for any such series of Preferred Shares.

(b) Redemption right

The redemption rights of the Preferred Shares were removed on October 18, 2022, upon Series C investors’ and Series C+ investors’ signing of the amended and restated shareholders agreement dated October 18, 2022. Prior to the removal, the holders of Series C and Series C+ Preferred Shares shall have redemption rights upon the occurrence of any of the following events: (i) the Company has not consummated a Qualified Initial Public Offering before June 30, 2023; (ii) there is any material breach by the Founder or the Founder Holding Company under the Transaction Documents or any circumstances that seriously harm the interests of the Group Companies by the Founder or by the Founder Holding Company. The redemption price was determined at an amount equal to (i) 100% of the issuance price, plus (ii) interest at a simple rate of ten percent (10%) per annum accrued on the issuance price during the period from the issuance date to the redemption payment date.

F-33

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any of the following events: (i) change in the control of the Group through merger, acquisition or other types of transactions of the Group, that is, the shareholders who hold all the equity interest of the Group prior to such transaction hold less than fifty percent (50%) of the voting rights of the surviving entity or lose control of the Group after such transaction, or the actual controller(s) change in control of the Group; (ii) all or substantially all of the assets, business or goodwill held by the Group are sold, mortgaged or disposed of in any manner; and (iii) all or substantially all of the intellectual property rights held by the Group are sold or exclusively licensed to a third party, mortgaged or disposed of in any manner (“Deemed Liquidation Event”) that shall be distributed to holders of Preferred Shares in the sequence below:

If, upon any such liquidation, distribution, winding up or Deemed Liquidation Event of the Company, the assets of the Company shall be insufficient to pay the holders of Series C+ preferred shares in full on all Series C+ preferred shares, then such assets shall be distributed among the holders of Series C+ preferred shares, in proportion to the full amounts to which they would otherwise be respectively entitled thereon. If the remaining assets of the Company after the distribution or payment of holders of Series C+ preferred shares shall be insufficient to pay the holders of Series C preferred shares in full on all Series C preferred shares, then such remaining assets shall be distributed among the holders of Series C preferred shares, in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

After distribution or payment in full of the Series C Preference Amount and the Series C+ Preference Amount, the remaining assets of the Company available for distribution to members shall be distributed to all holders of issued and outstanding ordinary Shares and Preferred Shares pro rata on an as-converted basis.

(d) Voting rights

Each Preferred Share shall carry a number of votes equal to the number of ordinary Shares then issuable upon its conversion into ordinary Shares at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. The Holders shall be entitled to vote on all matters on which the holders of ordinary shares shall be entitled to vote.

(e) Dividend right

All the holders of Preferred Shares are entitled to receive the dividends on pro-rata basis according to the relative number of shares held by them on an as-converted basis.

Accounting of PreferredShares

The Group classified the Preferred Shares as mezzanine equity measured at fair value at issuance date and recorded at issuance price, net of issuance cost. Pursuant to the amended and restated shareholder agreement entered between the Company and its investors on 18 October 2022, the redemption rights related with the Preferred Shares were cancelled and the liquidation preference were terminated. However, the liquidation preference shall automatically be reinstated in the event the Company withdraws its listing application or is rejected by the relevant stock exchange prior to the Qualified IPO (the “reinstatement”). The Preferred Shares are still considered redeemable in the event of the reinstatement and any liquidation including a deemed liquidation event (e.g. change in control) since the holders of Series C+ Preferred Shares shall be entitled to be paid out of an amount in cash according to liquidation preference. Therefore, the Group still classify the Preferred Shares as mezzanine equity outside of permanent equity in accordance with SEC’s Accounting Series Release 268, Presentation in Financial Statements of Redeemable Preferred Stocks (ASR 268) and ASC 480 “Distinguishing Liabilities from Equity”. The Group early adopted ASU No. 2020-06 to eliminate the analysis requirement of separation of beneficial conversion and cash conversion features from convertible instruments.

At each reporting date, the Group evaluates the probability of occurrence of the reinstatement and any deemed liquidation event that entitles the holders of the Preferred Shares to be paid an amount in cash (the “redemption value”) subject to liquidation preference. If it is probable that a deemed liquidation event will occur and Preferred Shares will become redeemable, the Group recognizes changes in carrying value immediately as the deemed liquidity event occurs and adjusts the carrying value of the instrument to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amounts of Preferred Shares shall be affected by charges against retained earnings, or additional paid-in capital in the absence of retained earnings. Accordingly, if the Preferred Shares are not currently redeemable and it is not probable that the Preferred Shares will become redeemable, subsequent adjustment of the amount presented in temporary equity is unnecessary.

F-34

As of December 31, 2022 and 2023, the Group evaluated that the Preferred Shares were not currently redeemable and it is not probable that the Preferred Shares would become redeemable as there was no noted indicator of the reinstatement and any deemed liquidation event, and recorded the Preferred Shares as carrying value accordingly.

Modification of Preferred Shares

The Group assesses whether an amendment to the terms of its convertible preferred shares is an extinguishment or a modification using the fair value model.

When convertible redeemable preferred shares are extinguished, the difference between the fair value of the consideration transferred to the convertible redeemable Preferred Shareholders and the carrying amount of such preferred shares (net of issuance costs) is treated as a deemed dividend to the Preferred Shareholders. When convertible redeemable preferred shares are modified and such modification results in value transfer between Preferred Shareholders and ordinary shareholders, the change in fair value resulted from the amendment is treated as a deemed dividend to or from the Preferred Shareholders.

Pursuant to the amended and restated shareholders agreement reached between the Company and its investors on October 18, 2022, the redemption rights related with the Company’s Preferred Shares were removed and the liquidation preference were terminated.

The Group evaluated the modification and concluded that it represented modification, rather than extinguishment to the Preferred Shares, because the difference of the fair values of the Preferred Shares immediately before and after the amendment is less than 10%, therefore the Group applied modification accounting by analogy to the modification guidance contained in ASC 718-20, Compensation - Stock Compensation - Award Classified as Equity, and the modification that results in an increase of RMB130,011 in the fair value of the modified preferred shares on October 18, 2022 was recognized as a deemed dividend to the preferred shareholders.

21. SHARE-BASED COMPENSATION

The Group adopted a restricted share unit scheme (the “RSU Scheme”) in order to motivate and encourage the Company’s directors, employees and consultants. On 30 April 2021, for the purpose of the administration of the RSU Scheme, the Company (as the settlor) set up the Lanxin Blue Trust. The Core Trust Company Limited is the trustee and Lanxin Blue Limited is a special purpose vehicle established as the nominee to hold the ordinary Shares under the RSU Scheme. On 7 July 2021, the Company issued 49,051,500 ordinary shares as the reserve for future grant of the restricted shares under the RSU Scheme to Lanxin Blue Limited, which was established by the Company, at a par value of US$0.0001 each, in order to motivate and encourage our Directors, employees and consultants.

On August 30, 2022, 2,660,829 ordinary shares with a fair value of RMB 28,110 were transferred from Lanxin Blue Limited to CFO in exchange for his service in the Company. These ordinary shares were immediately vested. The transfer of the shares is within the scope of ASC Topic 718, “Compensation-Stock Compensation”. The RMB 28,110 was recognized as stock based compensation in the accompanying consolidated statements of operations and comprehensive (loss)/income.

The fair value of the ordinary shares on the date of transfer was determined by management with assistance of a third-party valuation firm. The Company first developed the equity value of the Company through the application of income approach technique known as the discounted cash flow method. The Company then used the hybrid method to allocate the equity value amongst different classes of shares of the Company to arrive at the fair value of the ordinary shares. The hybrid method is a hybrid between the probability-weighted-expected return method and the option pricing method.

The following key assumptions were used in the model:


Volatility (%)	51.76	%
Discounts for lack of marketability (%)	11.82	%
Risk-free interest rate (%)	3.03	%
Dividend yield (%)	0.00	%
Weighted average share price (RMB per share)	7.82

F-35

No other feature of share-based payment was incorporated into the measurement of fair value.

22. ORDINARY SHARES (RESTATED)

The Group and the Company

On 26 February 2019, the Company was incorporated as an exempted company with limited liability in the Cayman Islands with an authorized share capital of US$50,000 divided into 372,691,551 class A ordinary shares and 127,308,449 class B ordinary shares with a par value of US$0.0001 each. On the same day, an aggregate of 200,000,000 class A ordinary shares was allotted and issued to various BVI holding platforms held by employees and external investors at par value. From October to November 2020, the Company re-designation of 55,140,881 class A ordinary shares to the same number of ordinary shares, and repurchase of all the rest of the issued class A ordinary shares.

On 6 November 2020, as part of the Reorganization, 4,048,108, 29,634,070, 3,333,333 authorized Ordinary Shares of the Company were re-designated and re-classified as Series A preferred shares, Series B preferred shares and Series B+ Preferred Shares of a par value of USD0.0001 each, respectively.

The Company does not assume any unavoidable obligation to (i) deliver cash or other financial assets to Series A preferred shareholders, Series B preferred shareholders and Series B+ preferred shareholders; (ii) to exchange financial assets or financial liabilities with Series A preferred shareholders , Series B preferred shareholders and Series B+ preferred shareholder that are unfavourable to the Company; and (iii) to deliver a variable number of the Company’s own ordinary shares. Hence, Series A preferred shares, Series B preferred shares, Series B+ preferred shares were recognized as ordinary shares, in substance.

From December 2020 to September 2021, the Company issued and allotted 154,647,751 ordinary shares to various shareholders, of which: (i) 21,176,470 ordinary shares had been repurchased and cancelled, (ii) 49,051,500 ordinary shares as the reserve for future grant of the restricted shares under the RSU Scheme to Lanxin Blue Limited were recorded as treasury shares.

Pursuant to the share repurchase agreement dated 7 November 2022, 3,849,955 ordinary shares were repurchased and cancelled by the Company from the shareholders.

23. EARNINGS PER SHARE (RESTATED)

The following table sets forth the basic and diluted net (loss)/earnings per share for the following periods:

	Year ended 31 December
	2022			2023
	RMB			RMB
Basic and diluted earnings per share calculation
Numerator:
Net (loss)/profit attribute to ordinary shareholders		(97,315	)		99,263
Deemed dividend to Series C and Series C+ preferred shareholders<br> at modification of Series C and Series C+ Preferred Shares		(130,011	)		-
Net (loss)/profit attribute to Youlife International Holdings Inc.		(223,534	)		99,263
Denominator:
Basic Weighted average number of shares outstanding		224,986,014			221,777,718
Continuing operations		(0.97	)		0.37
Discontinued operations		(0.02	)		0.08
Basic net (loss)/earnings per share		(0.99	)		0.45
Diluted Weighted average number of shares outstanding		224,986,014			342,756,528
Continuing operations		(0.97	)		0.24
Discontinued operations		(0.02	)		0.05
Diluted net (loss)/earnings per share		(0.99	)		0.29

For the years ended December 31, 2022, the effects of all outstanding convertible preferred shares have been excluded from the computation of diluted loss per share for the years ended December 31, 2022 as their effects would be anti-dilutive.

F-36

24. GAIN ON DISSOLUTION OF SUBSIDIARIES AND BRANCHES

The total gains on dissolution of subsidiaries and branches for the year ended December 31, 2022 and 2023 were RMB 16,010 and RMB 29,312. The dissolution of subsidiaries and branches does not represent a strategic shift, but rather an ordinary course of business. Subsidiaries and branches are set up to provide employee management services to cater to customers’ evolving needs and localization preferences and are dissolved when contracts end.

25. SUBSEQUENT EVENTS

On May 17, 2024, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Distoken Acquisition Corporation, a Cayman Islands exempted company (“Purchaser”), a Cayman Islands limited liability company, for the limited purpose of certain undertakings hereunder, Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), , and Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement, (a) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of the Company being converted into the right to receive shares of Pubco; and (b) Second Merger Sub will merge with and into Purchaser, with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Purchaser being converted into the right to receive substantially equivalent securities of Pubco.

26. COMMITMENT AND CONTINGENCIES

Commitment

(a) The Group had the following capital commitments at the end of the reporting period:

	Year ended 31 December
	2022		2023
	RMB		RMB
Contracted, but not provided for:
Property and equipment		30,908		-

Contingencies

From time to time, we may become involved in claims, investigations and proceedings in the ordinary course of business. As of the date that the consolidated financial statements are issued, the Group reviews its regulatory inquiries and other legal proceedings on an ongoing basis, evaluates whether potential regulatory fines or losses from proceedings are probable and make estimates of the loss if probable. As of December 31, 2023, the Group believes that none of these matters, individually or in combination had a material effect on its business, assets or operations and there was no accrual for such matters.

27. DISCONTINUED OPERATIONS

The Group terminated the Contractual Agreement on January 1, 2024, stated in 2. SIGNIFICANT ACCOUNTING POLICIES, Principle of Consolidation.

F-37

The carrying amount of the major classes of assets and liabilities of discontinued operations as of December 31, 2023 and 2022 consist of the following:

	As of December 31,
	2022		2023
	RMB		RMB
ASSETS OF DISCONTINUED OPERATION:
Current assets
Cash and bank equivalents		120,980		3,525
Trade receivables, net		12,229		15,190
Prepayments, other receivables and other assets, net		8,322		35,686
Total current assets of discontinued operation		141,531		54,401
Property and equipment, net		20,205		17,974
Other intangible assets, net		15,910		9,774
Goodwill		19,713		19,713
Other non-current assets		-		279
Total non current assets of discontinued operation		55,828		47,740
Total assets of discontinued operation		197,359		102,141
LIABILITIES OF DISCONTINUED OPERATION:
Current liabilities
Contract liabilities		1,022		488
Trade and bills payables		9,399		13,505
Other payables and accruals		171,161		58,114
Interest-bearing bank and other borrowings		3,000		-
Tax payable		1,150		477
Total current liabilities of discontinued operation		185,732		72,584
Deferred tax liability-Non-current		3,887		2,390
Total liabilities of discontinued operation		189,619		74,974

All values are in US Dollars.

The summarized operating results of discontinued operations for the years of 2022 and 2023 ended at December 31, consist of the following:

	For the year ended December 31,
	2022			2023
	RMB			RMB
Revenue		47,221			52,182
Cost of revenue		(23,170	)		(26,364	)	)
Gross profit		24,051			25,818
Selling and distribution expenses		(2,378	)		(6,368	)	)
Administrative expenses		(33,756	)		(14,322	)	)
Other income, net		2,616			10,972
Financial income, net		624			740
(LOSS)/PROFIT BEFORE TAX FROM DISCONTINUED OPERATIONS		(8,843	)		16,840
Income tax profit		2,623			934
Net (loss)/profit for the year from discontinued operations		(6,220	)		17,774
Comprehensive income/(loss) for the year from discontinued operations		(6,220	)		17,774

All values are in US Dollars.

F-38

28. CONDENSED FINANCIAL INFORMATION OF THEPARENT COMPANY (RESTATED)

(1) CONDENSED STATEMENTS OF FINANCIAL POSITION OF THE COMPANY


			2023
			RMB
ASSETS
Current assets
Cash and bank equivalents	19,297			523
Prepayments, other receivables and other assets	244,400			253,036
Total current assets	263,697			253,559
Investments in subsidiaries	329,331			389,559
Total non current assets	329,331			389,559
Total assets	593,028			643,118
Commitments and Contingencies
Series C and Series C+ convertible redeemable preferred<br> shares (US0.0001 par value: 120,978,810 shares authorized as at December 31, 2022 and December 31, 2023; 120,978,810 shares issued<br> and outstanding as at December 31, 2022 and December 31, 2023, respectively)	1,006,048			1,006,048
SHAREHOLDERS’ DEFICIT
Ordinary shares (US0.0001 par value; 379,021,190 shares authorized as at<br> December 31, 2022 and December 31, 2023; 221,777,718 shares issued and outstanding as at December 31, 2022 and December 31, 2023,<br> respectively)	149			149
Treasury shares	(31	)		(31	)	)
Additional paid-in capital	226,278			177,547
Statutory surplus reserve	8,253			9,217
Accumulated losses	(647,669	)		(549,812	)	)
Total deficit	(413,020	)		(362,930	)	)

All values are in US Dollars.

(2) CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME OF THE COMPANY

	For the year ended December 31,
	2022			2023
	RMB			RMB
Administrative expenses		(8,022	)		(9,628	)	)
Financial expense, net		3,027			(508	)	)
Share of (loss)/income of subsidiaries		(88,528	)		109,401
(LOSS)/PROFIT BEFORE TAX		(93,523	)		99,265
Income tax profit (expenses)		-			(2	)
Net (loss)/profit for the year		(93,523	)		99,263
Deemed dividend to Series C and Series C+ preferred shareholders<br> at modification of Series C <br><br> and Series C+ Preferred Shares		(130,011	)		-
Net profit attribute to ordinary shareholders		(223,534	)		99,263
Comprehensive (loss)/income		(93,523	)		99,263

All values are in US Dollars.

F-39

Condensed Statements of Cash Flows

	For the year ended December 31,
	2022			2023
	RMB			RMB
Net cash used in operating activities		(21,678	)		(8,775	)	)
Net cash generated from investing activities		-			-
Net cash generated from (used in) financing activities		6,478			(9,498	)	)
Exchange rate effect on cash and cash equivalents		3,019			(501	)	)
Net decrease in cash and cash equivalents		(12,181	)		(18,774	)	)
Cash and cash equivalents at beginning of the year		31,478			19,297
Cash and cash equivalents at end of the year		19,297			523

All values are in US Dollars.

Basis of presentation

For the presentation of the parent company only condensed financial information, the Company records its investments in subsidiaries under the equity method of accounting as prescribed in ASC 323. Such investments are presented on the condensed balance sheets as “Investments in subsidiaries” and the subsidiaries’ losses and incomes as “Share of (loss)/income of subsidiaries” on the condensed statements of comprehensive (loss)/income.

Under PRC rules and regulations, all subsidiaries of the Company in the PRC are required to appropriate 10% of their net income to a statutory surplus reserve until the reserve balance reaches 50% of their registered capital. The appropriation to this statutory surplus reserve must be made before distribution of dividends can be made. The statutory reserve is non-distributable, other than during liquidation, and can be used to fund previous years losses, if any, and may be converted into share capital by issuing new shares to existing shareholders in proportion to their shareholders or by increasing the par value of the shares currently outstanding, provided that the remaining balance of the statutory reserve after such issue is not less than 25% of the registered capital.

The subsidiaries did not pay any dividends to the Company for the periods presented.

The Company does not have significant commitments or long-term obligations as of the period end other than those presented.

The parent company only financial statements should be read in conjunction with the Company’s consolidated financial statements.

F-40

REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of

Youlife International Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Youlife International Holdings Inc. (the “Company”) and its subsidiaries (collectively, the “Group”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024 (the “Relevant Years”) and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

/s/ Onestop Assurance PAC
We have served as the Company’s auditor since 2023.
Singapore
May 9, 2025

PCAOB ID# 6732

F-41

YOULIFE INTERNATIONAL HOLDINGSINC.

CONSOLIDATED BALANCE SHEETS

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	As of December 31,
	2023		2024
	RMB		RMB
ASSETS
Current assets
Cash and cash equivalents		185,425		126,531
Accounts receivables, net		256,627		287,860
Prepayments and other receivables, net		188,961		248,494
Amounts due from a related party		978		-
Inventories, net		3,260		3,704
Current assets of discontinued operations		54,401		-
Total current assets		689,652		666,589
Property and equipment		160,747		147,303
Right-of-use assets		52,957		43,156
Intangible assets		12,009		9,986
Financial assets at fair value through profit or loss		105,629		-
Deferred tax assets		35,469		28,147
Other non-current assets		13,746		13,182
Non-current assets of discontinued operations		47,740		-
Total non-current assets		428,297		241,774
Total assets		1,117,949		908,363
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Contract liabilities		39,281		19,991
Trade and bills payables		100,410		70,690
Other payables and accruals		160,353		141,888
Short-term borrowings		26,274		45,893
Lease liabilities		6,808		9,401
Tax payable		385		2,182
Current liabilities of discontinued operations		72,584		-
Total current liabilities		406,095		290,045
Lease liabilities-non current		39,697		27,902
Long-term borrowings		-		1,474
Non-current liabilities of discontinued operations		2,390		-
Total non-current liabilities		42,087		29,376
Total liabilities		448,182		319,421

All values are in US Dollars.

F-42

YOULIFE INTERNATIONAL HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

Commitments and Contingencies
Mezzanine equity:
Series C and Series<br> C+ convertible redeemable preferred shares (US$0.0001 par value: 120,978,810 shares authorized as at December 31, 2023 and December<br> 31, 2024; 120,978,810 shares issued and outstanding as at December 31, 2023 and December 31, 2024, respectively)	1,006,048		1,006,048		137,828
SHAREHOLDERS’ DEFICIT
Ordinary shares (US$0.0001 par value; 379,021,190 shares authorized as at<br> December 31, 2023 and December 31, 2024; 221,777,718 shares issued and outstanding as at December 31, 2023 and December 31, 2024,<br> respectively)	149		149		20
Treasury shares	(31	)	(31	)	(4	)
Additional paid-in capital	177,547		175,847		24,091
Statutory surplus reserve	9,217		9,367		1,283
Accumulated losses	(549,812	)	(621,794	)	(85,185	)
Total Youlife International Holdings Inc. shareholders’ deficit	(362,930	)	(436,462	)	(59,795	)
Non-controlling interests	26,649		19,356		2,652
Total shareholders’ deficit	(336,281	)	(417,106	)	(57,143	)
Total liabilities, mezzanine equity and shareholders’<br> deficit	1,117,949		908,363		124,446

F-43

YOULIFE INTERNATIONAL HOLDINGSINC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Revenue		724,073			1,365,865			1,585,640
Cost of revenue		(596,928	)		(1,165,446	)		(1,356,511	)	)
Gross profit		127,145			200,419			229,129
Operating expenses
Selling and distribution expenses		(70,073	)		(91,688	)		(51,867	)	)
Administrative expenses		(209,868	)		(115,367	)		(126,705	)	)
Research and development expenses		(16,695	)		(12,285	)		(10,017	)	)
Total operating expenses		(296,636	)		(219,340	)		(188,589	)	)
(Loss)/income from operations		(169,491	)		(18,921	)		40,540
Other income/(expense)
Fair value gains/(losses)		38,336			36,500			(21,248	)	)
Other incomes		28,132			2,815			11,611
Other expenses		(3,977	)		(2,220	)		(422	)	)
Gain/(loss) on dissolution of subsidiaries and branches		16,010			29,312			(8,820	)	)
Loss from disposal of equity investment		-			-			(59,018	)	)
Financial income/(expenses), net		18,446			1,530			(3,941	)	)
Total other income/(expense), net		96,947			67,937			(81,838	)	)
(LOSS)/PROFIT BEFORE TAX		(72,544	)		49,016			(41,298	)	)
Income tax (expenses)/benefits		(18,551	)		30,256			(11,090	)	)
Net profit/(loss) for the year from continuing operations		(91,095	)		79,272			(52,388	)	)
Net profit/(loss) from discontinued operations		(6,220	)		17,774			-
Deemed dividend to Series C and Series C+ preferred shareholders<br> at modification of Series C and Series C+ Preferred Shares		(130,011	)		-			-
Net profit/(loss) attribute to non-controlling interests		(3,792	)		(2,217	)		(12	)	)
Net profit/(loss) attribute to ordinary shareholders		(223,534	)		99,263			(52,376	)	)
Net earnings/(loss) per share:
Basic and diluted
Continuing operations		(0.97	)		0.37			(0.24	)	)
Discontinued operations		(0.02	)		0.08			-
Basic net earnings/(loss) per share		(0.99	)		0.45			(0.24	)	)
Continuing operations		(0.97	)		0.24			(0.24	)	)
Discontinued operations		(0.02	)		0.05			-
Diluted net earnings/(loss) per share		(0.99	)		0.29			(0.24	)	)
Shares used in net earnings per share computation
Basic		224,986,014			221,777,718			221,777,718
Diluted		224,986,014			342,756,528			221,777,718
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR		(97,315	)		97,046			(52,388	)	)
Comprehensive loss attribute to non-controlling interest		(3,792	)		(2,217	)		(12	)	)
Comprehensive (loss)/income attribute to ordinary shareholders		(93,523	)		99,263			(52,376	)	)

All values are in US Dollars.

F-44

YOULIFE INTERNATIONAL HOLDINGSINC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT(CONTINUED)

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	Attributable to owners of the parent
	Ordinary shares
	Number of shares			Amount			Treasury shares			Additional<br> <br>Paid-in capital		Statutory Surplus reserve		Accumulated losses			Total			Non-controlling interests			Total deficit
****	****		****	RMB		****	RMB		****	RMB		RMB		RMB		****	RMB		****	RMB		****	RMB		****
Balance as of January 1, 2022		225,627,673			152			(32	)		74,008		7,614		(423,496	)		(341,754	)		33,288			(308,466	)
Loss for the year		-			-			-					-		(93,523	)		(93,523	)		(3,792	)		(97,315	)
Total comprehensive loss for the<br> year		-			-			-					-		(93,523	)		(93,523	)		(3,792	)		(97,315	)
Deemed dividend to Series C preferred shareholders at<br> extinguishment of Series C Preferred Shares		-			-			-			130,011		-		(130,011	)		-			-			-
Surrender of ordinary shares		(3,849,955	)		(3	)		-					-		-			(3	)		-			(3	)
Capital contribution from non-controlling shareholders		-			-			-			1,449		-		-			1,449			2,085			3,534
Share-based payment		-			-			1			20,810		-		-			20,811			-			20,811
Dividends paid to non-controlling shareholders, and dissolution<br> of subsidiaries and branches		-			-			-					-		-			-			(2,990	)		(2,990	)
Transfer from retained profits		-			-			-					639		(639	)		-			-			-
Balance as of December 31, 2022		221,777,718			149			(31	)		226,278		8,253		(647,669	)		(413,020	)		28,591			(384,429	)
	Attributable to owners of the parent
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Ordinary shares
	Number of shares		Amount		Treasury shares			Additional paid-in capital			Statutory surplus reserve			Accumulated losses			Total			Non-controlling interests			Total deficit
****	****		RMB		RMB		****	RMB		****	RMB		****	RMB		****	RMB		****	RMB		****	RMB		****
Balance as of January 1, 2023		221,777,718		149		(31	)		226,278			8,253			(647,669	)		(413,020	)		28,591			(384,429	)
Profit/(loss) for the year		-		-		-			-			-			99,263			99,263			(2,217	)		97,046
Total comprehensive loss for the year		-		-		-			-			-			99,263			99,263			(2,217	)		97,046
Waiver of receivables from founder		-		-		-			(48,731	)		-						(48,731	)		-			(48,731	)
Dividends paid to non-controlling shareholders, and dissolution<br> of subsidiaries and branches		-		-		-			-			(442	)		-			(442	)		275			(167	)
Transfer from retained profits		-		-		-						1,406			(1,406	)		-			-			-
Balance as of December 31, 2023		221,777,718		149		(31	)		177,547			9,217			(549,812	)		(362,930	)		26,649			(336,281	)

The accompanying notes are an integral part of these consolidated financial statements.

F-45

YOULIFE INTERNATIONAL HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT(CONTINUED)

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)


							Additional			Statutory									Non-
		Amount		Treasury<br> shares			paid-in<br> capital			surplus<br> reserve			Accumulated<br> losses			Total			controlling<br> interests			Total<br> deficit
		RMB		RMB		****	RMB		****	RMB		****	RMB		****	RMB		****	RMB		****	RMB		****
Balance as of January 1, 2024	221,777,718		149		(31	)		177,547			9,217			(549,812	)		(362,930	)		26,649			(336,281	)
Loss for the year	-		-		-			-			-			(52,376	)		(52,376	)		(12	)		(52,388	)
Total comprehensive loss for the year	-		-		-			-			-			(52,376	)		(52,376	)		(12	)		(52,388	)
Dividends paid to non-controlling shareholders	-		-		-			-			-			-			-			(1,269	)		(1,269	)
Transfer from retained profits	-		-		-			-			1,330			(1,330	)		-			-			-
Disposal of discontinued<br> operations(1)	-		-		-			(1,700	)		(1,180	)		(18,276	)		(21,156	)		(6,012	)		(27,168	)
Balance as of December 31, 2024	221,777,718		149		(31	)		175,847			9,367			(621,794	)		(436,462	)		19,356			(417,106	)
Balance as of December 31, 2024<br> in	221,777,718		20		(4	)		24,091			1,283			(85,185	)		(59,795	)		2,652			(57,143	)

All values are in US Dollars.

(1)

On June 29, 2022, Shanghai Youerlan Information Technology Co., Ltd.(“Shanghai Youerlan”) entered into the contractual arrangements with Shanghai Youzhilan Education Technology Co., Ltd. (“Shanghai Youzhilan”)and its registered shareholders, pursuant to which, Shanghai Youerlan has acquired effective control over the financial and operational policies of Shanghai Youzhilan and its subsidiaries and Jiangsu Youlan Network Technology Co., Ltd. and its subsidiaries (collectively, “PRC Technology Entities”), and has become entitled to all the relevant economic benefits derived from their operations. The Group terminated the contractual agreement on January 1, 2024, and PRC Technology Entities were accounted for as discontinued operations under U.S. GAAP. in accordance with ASC 205-20-45 in the financial statements for the year ended December 31, 2023.

The accompanying notes are an integral part of these consolidated financial statements.

F-46

YOULIFE INTERNATIONAL HOLDINGSINC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit/(loss)		(97,315	)		97,046			(52,388	)	)
Net profit from discontinued operations		(6,220	)		17,774			-
Net profit/(loss) from continuing operations		(91,095	)		79,272			(52,388	)	)
Adjustments for:
Depreciation of items of property and equipment		3,842			8,317			10,070
Amortization of right-of-use assets		13,462			15,296			14,802
Amortization of other intangible assets		1,200			3,263			1,793
(Gain)/loss on dissolution of subsidiaries and branches		(16,010	)		(29,312	)		8,820
Fair value (gains)/losses from financial assets at fair<br> value through profit or loss		(38,336	)		(36,500	)		21,248
Loss arising from lease termination		2,180			-			-
(Reversal)/provision for credit loss of trade receivables		26,246			(2,371	)		1,827
Reversal of credit loss of other receivables		41,254			(9,590	)		(1,637	)	)
Foreign exchange differences, net		(17,039	)		(3,783	)		(24	)	)
Share-based payment expense		20,811			-			-
Loss from disposal of equity investment		-			-			59,018
Changes in operating assets and liabilities:
Increase in accounts receivables		(15,261	)		(140,792	)		(27,216	)	)
Increase in prepayments, other receivables and other assets		48,474			(2,493	)		(7,551	)	)
Decrease/(increase) in inventories		(8,301	)		5,039			(444	)	)
(Increase)/decrease in deferred tax assets, net		-			(35,469	)		7,322
Increase/(decrease) in contract liabilities		749			36,583			(19,290	)	)
Increase/(decrease) in accounts payables		16,396			64,728			(31,952	)	)
Increase in other payables and accruals		(30,618	)		82,363			29,440
(Decrease)/increase in tax payable		(7,628	)		(15,077	)		1,627
Increase in right-of-use assets		(20,120	)		(1,091	)		-
Decrease in lease liabilities		(7,358	)		(8,105	)		(9,202	)	)
Net cash flows generated from operating<br> activities from continuing operations		(77,152	)		10,278			6,263
Net cash flows generated from operating<br> activities from discontinued operations		59,894			1,223			-
Total Net cash flows generated from operating activities		(17,258	)		11,501			6,263

All values are in US Dollars.

F-47

YOULIFE INTERNATIONAL HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Amount in thousands of Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchases of items of property and equipment		(10,630	)		(94,652	)		(1,126	)	)
Purchases of items of intangible assets		(3,807	)		(8,675	)		(116	)	)
Purchases of items of other non-current assets		(51,307	)		-			-
Net cash paid for business acquisitions		-			-			(9,634	)	)
Short-term investment		18,770			84,230			-
Net cash flows used in investing activities<br> from continuing operations		(46,974	)		(19,097	)		(10,876	)	)
Net cash flows used in investing<br> activities from discontinued operations		(4,700	)		(3,508	)		-
Total Net cash flows used in investing activities		(51,674	)		(22,605	)		(10,876	)	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Capital contribution from non-controlling shareholders		2,085			-			-
Proceeds from issuance of convertible redeemable preferred<br> shares		14,499			-			-
Payment for listing expenses		(22,315	)		(46,442	)		(14,069	)	)
Dividends paid to non-controlling interests		(2,990	)		-			(1,269	)	)
New bank and other borrowings		-			35,274			45,061
Repayment of bank and other borrowings		(32,000	)		(9,000	)		(25,474	)	)
Repayment of advances from third parties		-			(96,500	)		(58,554	)	)
Net cash flows used in financing activities from continuing operations		(40,721	)		(116,668	)		(54,305	)	)
Net cash flows generated used in<br> financing activities from discontinued operations		58,342			(115,170	)		-
Total Net cash flows generated used in financing activities		17,621			(231,838	)		(54,305	)	)
Net decrease in cash and cash equivalents from continuing<br> operations		(164,847	)		(125,487	)		(58,918	)	)
Net increase/(decrease) in cash and cash equivalents from<br> discontinued operations		113,536			(117,455	)		-
Effect of foreign exchange rate changes, net		3,989			2,931			24
Cash and cash equivalents at beginning of year from continuing<br> operations		468,838			307,981			185,425
Cash and cash equivalents at beginning of the year from<br> discontinued operations		7,445			120,980			3,525
Less: cash and cash equivalents<br> at beginning of the year from discontinued operations								(3,525	)	)
Cash and cash equivalents at end of year		428,961			188,950			126,531
Less: cash and cash equivalents<br> at end of the year from discontinued operations		120,980			3,525			-
Cash and cash<br> equivalents at end of the year from continuing operations		307,981			185,425			126,531
Supplemental disclosures of cash flow information:
Income taxes paid		24,311			9,467			5,939
Interest received		5,155			127			431

All values are in US Dollars.

F-48

YOULIFE INTERNATIONAL HOLDINGSINC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION, ORGANIZATION AND PRINCIPALACTIVITIES

The Company and its subsidiaries now comprising the Group underwent the Reorganization. Apart from the Reorganization, the Company has not commenced any business or operation since its incorporation.

Name	Date of Incorporation	Place of Incorporation			Principal Activities
Shanghai<br> Youerlan Information Technology Co., Ltd. (“Shanghai Youerlan”)	July 10, 2014	PRC	100	%	Provision of employee management service,<br> HR recruitment service
Wuhu<br> Lanfu Internet Technology Co., Ltd.	December 13, 2019	PRC	100	%	Provision of employee management service, HR recruitment<br> service
Hubei<br> Youlife External Service Information Technology Co., Ltd.	August 25, 2020	PRC	100	%	Provision of employee management service, HR recruitment<br> service
Shanghai<br> Lanyu Cloud Software Development Co., Ltd.	December 8, 2023	PRC	100	%	Provision of market service
Anqing<br> Tongcai Property Management Co., Ltd.	January 12, 2023	PRC	100	%	Provision of employee management service, HR recruitment<br> service
Zhejiang<br> Youlan international Holding Co., Ltd.	April 4, 2023	PRC	100	%	Provision of employee management service, HR recruitment<br> service
Youlife<br> Technology Limited	March 27, 2019	Hong Kong	100	%	Investment holding

F-49

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Going concern consideration

In accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40)”, the Group has evaluated whether there are conditions and events, considered in the aggregate, the Group has the ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Group recorded net losses of RMB52,388 for the year ended December 31, 2024. As of December 31, 2024, the Group had a shareholders’ deficit of RMB417,106. Net decrease in cash and cash equivalents from continuing operations were RMB58,918. Although these conditions may raise substantial doubts about the Group’s ability to continue as a going concern, the Group has net current assets of RMB376,544 as of December 31,2024 and the Group plans to address its need for capital fund through mitigation plans including: 1) enlarging our business to increase the cash inflow from operating activities; 2) pursuing to obtain financial support from credit facilities and equity financing.

On May 17, 2024, the Group entered into a Business Combination Agreement with Distoken Acquisition Corporation, a Cayman Islands exempted company listed on NASDAQ as a special purpose acquisition company.

The accompanying consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period of one year after the issuance of the Consolidated Financial Statements. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Principle of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated upon consolidation.

Fair value measurement

The Group measures its financial assets at fair value through profit or loss at the end of each of the Relevant Years. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, if market participants act in their best economic interest.

A fair value measurement of a non-financial asset considers a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

Level 1 –	based on quoted prices (unadjusted) in active markets for identical<br> assets or liabilities
Level 2 –	based on valuation techniques for which the lowest level input that<br> is significant to the fair value measurement is observable, either directly or indirectly
Level 3 –	based on valuation techniques for which the lowest level input that<br> is significant to the fair value measurement is unobservable

The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

Impairment of non-financial assets otherthan goodwill

F-50

Business combination

The Group accounts for its business combinations using the purchase method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The purchase method of accounting requires that the Company allocate the fair value of purchase consideration to the separately identifiable tangible and intangible assets acquired as well as liabilities assumed based on their estimated fair values. The consideration transferred in an acquisition includes the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent consideration and all contractual contingencies as of the acquisition date. The excess of the total of cost of acquisition, over the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the businesses acquired, the difference is recognized directly in earnings. Transaction costs directly attributable to the acquisitions are expensed as incurred. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed, and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. Significant estimates include but are not limited to future expected cash flows from acquired assets, assumptions on useful lives, discount rates and terminal values. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period.

Derecognition of financial assets

●

the rights to receive cash flows from the asset have expired; or

●

---

Related parties

A party is considered to be related to the Group if:

(a)	the party is a person or a close member of that person’s family<br> and that person
(i)	has control or joint control over the Group;
---	---

F-51

(ii)	has significant influence over the Group; or
(iii)	is a member of the key management personnel of the Group or of a parent<br> of the Group;
---	---

(b)	the party is an entity where any of the following conditions applies:
(i)	the entity and the Group are members of the same group;
---	---
(ii)	one entity is an associate or joint venture of the other entity (or<br> of a parent, subsidiary or fellow subsidiary of the other entity);
---	---
(iii)	the entity and the Group are joint ventures of the same third party;
---	---
(iv)	one entity is a joint venture of a third entity, and the other entity<br> is an associate of the third entity;
---	---
(v)	the entity is a post-employment benefit plan for the benefit of employees<br> of either the Group or an entity related to the Group;
---	---
(vi)	the entity is controlled or jointly controlled by a person identified<br> in (a);
---	---
(vii)	a person identified in (a)(i) has significant influence over the entity<br> or is a member of the key management personnel of the entity (or of a parent of the entity); and
---	---
(viii)	the entity, or any member of a group of which it is a part, provides<br> key management personnel services to the Group or the parent of the Group.
---	---

Use of estimates

Foreign currency translation

The functional currency and booking currency are both RMB for substantial all entities of the Group, transactions, assets and liabilities dominated in foreign currency were few within 2024.

For the purpose of such translation in cost-efficiency way, the financial statements are translated into USD in the convenience rate (USD 1 = RMB 7.2993) prevailing at the balance date. No translation adjustments incurred to comprehensive income (loss).

Current expected credit losses

The Group adopted ASC Topic 326, “Financial Instruments — Credit Losses”, for credit loss assessment using the modified retrospective approach for all in-scope assets. The Group’s in-scope assets are primarily account receivables, prepayments and other receivables. To estimate expected credit losses, the Group has identified the relevant risk factors which include clients’ credits and accounts aging. Accounts with similar risk factors have been grouped into pools. For each pool, the Group considers the collection experience, current economic conditions and future economic conditions.

Cash and cash equivalents

Cash and cash equivalents represent cash at bank and on hand, on-demand deposits.

Accounts receivable

F-52

Prepayments and other receivables

They are recognized at the cost amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above in “Current Expected CreditLosses”.

Property and equipment

Electronic equipment	33	%
Office equipment	20	%
Motor vehicles	25	%
Leasehold improvements	Over the shorter of the lease<br> terms and estimated useful lives

Intangible assets

Software

Software is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life of 3 to 10 years.

Customer relationship

Customer relationship is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life of 2 to 10 years.

Trademark

Trademark is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life of 10 years.

F-53

Leases

Government grants

Revenue recognition

Revenue from contracts with customers

When the contract contains a financing component which provides the customer with a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception. When the contract contains a financing component which provides the Group with a significant financial benefit for more than one year, revenue recognized under the contract includes the interest expense accredited on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component.

(a)Vocational education services

F-54

For connotation construction services, revenue is recognized at the point in time when control of the asset is transferred to the customer, generally on acceptance by the customer.

(b)HR recruitment services

The Group provides HR recruitment services regarding blue-collar talent to customers, and revenue is recognized at the point in time when the services are rendered and accepted by the customers.

(c)Employee management services

The Group provides employee management services mainly including labor outsourcing services and labor dispatch services and others.

The Group’s other revenue includes income from the provision of HR agency services, which is recognized when the services are rendered and accepted by the customers.

(d)Market services

For market services, revenue is recognized at the point in time when the services are rendered and accepted by the customers.

Selling and marketing Expenses

Selling and marketing expenses consist primarily of payroll, advertising and promotion expenses for marketing and business development. They are expensed as incurred.

F-55

Administrative Expenses

Other (expense)/ incomes, net

Other incomes mainly consist of non-operating income and gains, such as government grants, proceeds of interest from maturities of short-term investments, fair value gains or losses, loss from disposal of equity investment and gain or loss on dissolution of subsidiaries and branches. Financial expenses mainly consist of interest income and expense, bank charges and exchange gain or loss.

Income tax

The Group follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (’‘ASC 740’’). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Group accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related PRC tax law. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.

In accordance with the provisions of ASC 740, the Group recognizes in its consolidated financial statements the impact of a tax position if a tax return position or future tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Group’s estimated liability for unrecognized tax benefits, if any, will be recorded in the “other non-current liabilities” in the accompanying consolidated financial statements, and is periodically assessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Company to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

Earnings per share

Segment reporting

(a)	the vocational education segment engages in the provision of vocational<br> education entrusted management services, self-operated vocational school services, curriculum co-development projects services and<br> vocational training services;

F-56

(b)	the HR recruitment segment engages in the provision<br> of HR recruitment services regarding blue-collar talent to customers;
(c)	the employee management segment engages in the provision<br> of labor outsourcing services, labor dispatch services and others;
(d)	the market service segment engages in the provision<br> of value-added services.

	For the Year Ended December 31,<br> 2022
	Continuing operation
	Vocational<br><br> education			HR<br><br> recruitment			Employee<br><br> management			Market <br><br> service			Total
	RMB			RMB			RMB			RMB			RMB
Segment revenue
Sales to external customers		65,709			104,896			525,101			28,367			724,073
Cost of revenue		(32,524	)		(51,408	)		(497,808	)		(15,188	)		(596,928	)
Gross profit		33,185			53,488			27,293			13,179			127,145
Gross profit %		50.5			51.0			5.2			46.5			17.6
	For the Year Ended December 31,<br> 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Discontinued operation
	Vocational<br><br> education			HR<br><br> recruitment			Employee<br><br> management			Market <br><br> service		Total
	RMB			RMB			RMB			RMB		RMB
Segment revenue
Sales to external customers		2,954			6,095			38,172			-		47,221
Cost of revenue		(1,844	)		(77	)		(21,249	)		-		(23,170	)
Gross profit		1,110			6,018			16,923			-		24,051
Gross profit %		37.6			98.7			44.3			-		50.9
	For the Year Ended December 31,<br> 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Continuing operation
	Vocational<br><br> education			HR<br><br> recruitment			Employee<br><br> management			Market <br><br> service			Total
	RMB			RMB			RMB			RMB			RMB
Segment revenue
Sales to external customers		146,372			61,665			1,029,360			128,468			1,365,865
Cost of revenue		(103,708	)		(11,385	)		(946,543	)		(103,810	)		(1,165,446	)
Gross profit		42,664			50,280			82,817			24,658			200,419
Gross profit %		29.1			81.5			8.0			19.2			14.7
	For the Year Ended December 31,<br> 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Discontinued operation
	Vocational<br><br> education			HR<br><br> recruitment			Employee<br><br> management			Market <br><br> service		Total
	RMB			RMB			RMB			RMB		RMB
Segment revenue
Sales to external customers		32,659			13,814			4,477			1,232		52,182
Cost of revenue		(20,758	)		(752	)		(4,854	)		-		(26,364	)
Gross profit		11,901			13,062			(377	)		1,232		25,818
Gross profit %		36.4			94.6			(8.4	)		100.0		49.5

F-57

	For the Year Ended December 31,<br> 2024
	Continuing operation
	Vocational<br> education			HR<br> recruitment			Employee<br> management			Market <br> service			Total
	RMB			RMB			RMB			RMB			RMB
Segment revenue
Sales to external customers		50,029			24,237			1,382,580			128,794			1,585,640
Cost of revenue		(25,856	)		(10,781	)		(1,220,725	)		(99,149	)		(1,356,511	)	)
Gross profit		24,173			13,456			161,855			29,645			229,129
Gross profit %		48.3			55.5			11.7			23.0			14.5

All values are in US Dollars.

Geographical information

More than 95% of the Group’s revenues for the year ended December 31, 2022, 2023 and 2024 were generated from the PRC. As of December 31, 2022, 2023 and 2024, all of the long-lived assets of the Group are located in the PRC, and therefore, no geographical segments are presented.

Information about major customers

No revenue from sales to a single customer or a group of customers under common control accounted for 10% or more of the Group’s revenue for the year ended December 31, 2022, 2023 and 2024.

Significant risks and uncertainties

1) Currency risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the financial instruments. The Group is not exposed to significant transactional foreign currency risk since it usually recognizes revenues and purchases in RMB. At the same time, the Group is not exposed to translational foreign currency risk since most operating subsidiaries are in the PRC, which has RMB as the functional currency.

2) Credit Risk

The carrying amounts of cash and bank balances, trade receivables, financial assets included in prepayments, other receivables and other assets, and financial assets included in other non-current assets included in the consolidated statements of financial position represent the Group’s maximum exposure to credit risk in relation to its financial assets as at 31 December 2022 and 2023. The Group classifies financial instruments based on shared credit risk characteristics, such as instrument types and credit risk ratings for the purpose of determining significant increases in credit risk and calculation of impairment.

Cash and cash balances

As of December 31, 2022, 2023 and 2024, all cash and bank balances were deposited in high-credit-quality financial institutions without significant credit risk. These financial assets were not yet past due, and their credit exposure is classified as stage 1.

Account receivable

To manage the risk arising from trade receivables, the Group has policies in place to ensure that credit terms are made only to counterparties with an appropriate credit history and management performs ongoing credit evaluations of the Group’s counterparties. The credit period granted to the customers is generally within 30 days to 90 days and the credit quality of these customers is assessed, considering their financial position, experience and other factors. The Group also has other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, the Group reviews regularly the recoverable amount of trade receivables to ensure that adequate impairment losses are made. The Group has no significant concentrations of credit risk, with exposure spread over many counterparties and customers.

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Other receivables

Management makes periodic collective assessments for other receivables as well as individual assessment on the recoverability of other receivables based on historical settlement records and experience. The Group recognized allowance for these financial assets based on lifetime ECLs and adjusted for forward-looking macroeconomic data.

(3) Liquidity risk

Newly adopted accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, Income taxes (Topic 740) — Simplifying the accounting for income taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Group adopted the ASU on January 1, 2022, which did not have a material impact on the consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) — Simplifying the accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Group adopted ASU on January 1, 2022, which did not have a material impact on the consolidated financial statements.

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Recently issued accounting pronouncementsnot yet adopted

3. ACCOUNTS RECEIVABLES, NET

	As of December 31,
	2023			2024
	RMB			RMB
Accounts receivable		292,579			310,449
Less: allowance for credit loss		(20,762	)		(22,589	)	)
Accounts receivable, net		271,817			287,860
Less: accounts receivable, net<br> of the discontinued operations		(15,190	)		-
Accounts receivable, net of the<br> continuing operations		256,627			287,860

All values are in US Dollars.

Movement of allowance of doubtful accounts is as follows:

	As of December 31,
	2023			2024
	RMB			RMB
Beginning balance		27,738			20,762
Exchange difference of beginning balance		-			-	)
Charge to (reversal of) expense		(2,371	)		1,827
Less: dissolution of subsidiaries and branches		(4,605	)		-
Ending balance		20,762			22,589

All values are in US Dollars.

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4. PREPAYMENTS AND OTHER RECEIVABLES, NET

	As of December 31,
	2023			2024
	RMB			RMB
Other receivables		188,154			189,066
Less: allowance for credit loss of other receivables		(42,683	)		(28,565	)	)
Prepayments		72,414			72,904
Deductible input VAT		-			7,565
Deposits		6,762			7,524
Prepayment, other receivables and other assets, net		224,647			248,494
Less: balances net of the discontinued<br> operations		(35,686	)		-
Prepayment, other receivables other,<br> net of the continued operations		188,961			248,494

All values are in US Dollars.

Movement of allowance for credit loss is as follows:

	As of December 31,
	2023			2024
	RMB			RMB
Beginning balance		57,146			42,683
Exchange difference of beginning balance		-			-		)
Reversal of expense		(13,001	)		(1,637	)	)
Less: disposal of discontinued operations		-			(12,481	)	)
Less: dissolution of subsidiaries<br> and branches		(1,462	)		-
Ending balance		42,683			28,565

All values are in US Dollars.

5. INVENTORIES

	As of December 31,
	2023		2024
	RMB		RMB
Finished Goods		3,260		3,704

All values are in US Dollars.

No impairment provision made as the carrying amounts of inventories are higher than the net realizable value.

6. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	As of December 31,
	2023			2024
	RMB			RMB
Buildings		6,500			-
Leasehold improvement		165,917			145,720
Furniture and office equipment		17,944			2,182
Electronic equipment		15,633			9,893
Vehicles		3,072			2,696
Less: accumulated depreciation		(30,345	)		(13,188	)	)
Property and equipment, net		178,721			147,303
Less: net carrying amount of the<br> discontinued operations		(17,974	)		-
Net carrying amount of the continued<br> operations		160,747			147,303

All values are in US Dollars.

Depreciation of property and equipment was RMB13,777 and RMB8,842 for the years ended December 31, 2023 and 2024, respectively.

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7. LEASES

The Group’s operating leases mainly related to various buildings. The total lease cost for the year ended December 31, 2023 and 2024 was RMB19,990 and RMB18,254, comprised of operating lease expenses of RMB17,472 and RMB16,847, and short-term lease expenses of RMB2,518 and RMB1,407 respectively.

Supplemental balance sheet information related to operating lease was as follows:

	As of December 31,
	2023		2024
	RMB		RMB
Operating lease right-of-use assets		52,957		43,156
Lease liabilities – current		6,808		9,401
Lease liabilities – non-current		39,697		27,902
Total operating lease liabilities		46,505		37,303

All values are in US Dollars.

The weighted average remaining lease terms and discount rates for the operating lease as of December 31, 2023 and 2024 were as follows:

	As of December 31,
	2023			2024
Weighted average remaining lease term (years)		5.20			5.87
Weighted average discount rate		4.78	%		4.77	%

	As of December 31, 2024
****	RMB		****	****
2025		11,042
2026		6,998
2027		5,944
2028		5,284
2029 and after		13,755
Total undiscounted cashflows		43,023
Less: imputed interest		(5,720	)	)
Present value of lease liabilities		37,303

All values are in US Dollars.

8. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	As of December 31,
	2023			2024
	RMB			RMB
As of December 31:
Systems software		16,251			15,228
Customer relationship		10,240			-
Trademark		12,917			132
Less: accumulated amortization		(17,625	)		(5,374	)	)
Intangible assets, net		21,783			9,986
Less: net carrying amount of the discontinued operations		(9,774	)		-
Net carrying amount of the continued operations		12,009			9,986

All values are in US Dollars.

Amortization of intangible assets was RMB8,103 and RMB1,793 for the years ended December 31, 2023 and 2024, respectively.

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9. GOODWILL

	As of December 31,
	2023			2024
	RMB			RMB
Net carrying amount as at the beginning of the<br> year		19,713			19,713
Exchange difference of beginning balance							)
Less: impairment provided during<br> the year		-			-
Net carrying amount as at the end of the year		19,713			19,713
Less: net carrying amount of the<br> discontinued operation		(19,713	)		(19,713	)	)
Net carrying amount of the continuing<br> operations		-			-

All values are in US Dollars.

The Group completed its annual goodwill impairment analysis for the years ended December 31, 2023, and no impairment charges were recorded.

10. FINANCIAL ASSETS AT FAIR VALUE THROUGHPROFIT OR LOSS

	As of December 31,
	2023		2024
	RMB		RMB
Unlisted equity investment-Chengdu<br> Fish Bubble Technology Co., Ltd. (Chengdu Fish Bubble)		105,629		-

All values are in US Dollars.

The above unlisted equity investment was classified as financial assets at fair value through profit or loss as the Group has not selected to recognize the fair value gain or loss through other comprehensive income. Pursuant to the share transfer agreement dated October 15, 2024, the Group disposed all its equity interest in Chengdu Fish Bubble for a cash consideration of RMB25,363 in total.

11. OTHER NON-CURRENT ASSETS

	As of December 31,
	2023			2024
	RMB			RMB
Long-term deposits and deferred expenses		544			-
Long-term prepayment for service fee		13,481			13,182
Other non-current assets		14,025			13,182
Less: other non-current assets of the discontinued operations		(279	)		-
Other non-current assets of the continued operations		13,746			13,182

All values are in US Dollars.

The long-term prepayment for service fee represented the advance payment made for catering services of vocational education and will subsequently be charged to profit or loss as service fee expenses for catering services over the cooperation period with vocational education schools.

12. ACCOUNTS PAYABLES

	As of December 31,
	2023			2024
	RMB			RMB
Accounts payables		113,915			70,690
Total		113,915			70,690
Less: trade and bills payables of the discontinued operations		(13,505	)		-
Trade and bills payables of the continued operations		100,410			70,690

All values are in US Dollars.

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13. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31,
	2023			2024
	RMB			RMB
Deposits received		7,817			-
Payroll and welfare payables		139,592			128,521
Other liabilities		71,058			13,367
Total		218,467			141,888
Less: other payables and accrued liabilities of the discontinued operations		(58,114	)		-
Other payables and accrued liabilities of the continued operations		160,353			141,888

All values are in US Dollars.

14. BORROWINGS

	As of December 31,
	2023		2024
	RMB		RMB
CURRENT
Bank borrowings – unsecured		26,274		43,005
Long-term borrowing – secured, current portion		-		2,888
Subtotal		26,274		45,893
NON-CURRENT
Long-term borrowing – secured		-		1,474
Subtotal		-		1,474
Total		26,274		47,367

All values are in US Dollars.

Effective interest rate range of bank borrowings was 3.65% to 4.20% as of December 31, 2024.

The Group’s long-term borrowing was secured by the Group’s property and equipment. Effective interest rate range of long-term borrowing was 6.04% as of December 31, 2024. The maturity dates of the long-term borrowing are from October 2025 to September 2026.

15. REVENUES

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Vocational education services		68,663			179,031			50,029
Employee management services		563,273			1,033,837			1,382,580
HR recruitment services		110,991			75,479			24,237
Market Services		28,367			129,700			128,794
Revenues		771,294			1,418,047			1,585,640
Less: revenues from the discontinued operations		(47,221	)		(52,182	)		-
Revenues from the continuing operations		724,073			1,365,865			1,585,640

All values are in US Dollars.

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16. FAIR VALUE MEASURMENT

The following tables illustrate the fair value measurement hierarchy of the Company’s financial instruments:

	Quoted prices<br> in active markets		Significant<br><br> observable inputs		Significant<br><br> unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
For the Year Ended December 31, 2023	RMB		RMB		RMB
Financial assets at fair value through
Fair value gains from financial assets at<br> fair value through profit or loss-Chengdu Fish Bubble Technology Co, Ltd., net		-		-		36,500
	Quoted prices <br><br> in active markets		Significant<br><br> observable inputs		Significant<br><br> unobservable inputs
---	---	---	---	---	---	---	---	---	---
	(Level 1)		(Level 2)		(Level 3)
For the Year Ended December 31, 2024	RMB		RMB		RMB
Financial assets at fair value through
Fair value gains from financial assets at<br> fair value through profit or loss-Chengdu Fish Bubble Technology Co, Ltd., net		-		-		(21,248	)		)

All values are in US Dollars.

The movements of financial assets at fair value through profit or loss are set out as below:

	As of December 31,
	2022		2023		2024
	RMB		RMB		RMB
At the beginning of year		30,793		69,129		105,629
Exchange difference of beginning balance		-		-		-		)
Total gains recognized in profit or loss		38,336		36,500		(21,248	)	)
Disposals		-		-		(84,381	)	)
At the end of year		69,129		105,629		-

All values are in US Dollars.

	As of December 31,
	2023			2024
	%			%
Risk-free interest rate		4.23	%		4.48	%
Discounts for lack of marketability		6%-23	%		5%-22	%

17. TAXATION

Under the current laws of the Cayman Islands, the Group is not subject to tax on income or capital gains. Additionally, upon payment of dividends by the Group to its shareholders, no Cayman Islands withholding tax will be imposed. The Company’s subsidiaries in Hong Kong are subject to Hong Kong Profits Tax rate at 16.5%, and foreign-derived income is exempted from income tax. There are no withholding taxes upon payment of dividends by the subsidiaries incorporated in Hong Kong to its shareholders. The Group’s subsidiaries incorporated in Hong Kong are not liable for income tax as they did not have any assessable profits arising in Hong Kong during the Relevant Periods.

F-65

PRC corporate income tax has been provided at the rate of 25% on the taxable profits of the Group’s PRC Subsidiaries for the Relevant Periods. Certain of the Group’s PRC Subsidiaries are qualified as small and micro enterprises and were entitled to a preferential corporate income tax rate of 2.5% to 5% during 2023 and 2024, respectively. Certain of the Group’s PRC Subsidiaries are accredited as “High and New Technology Enterprise” and were therefore entitled to a preferential income tax rate of 15% for the years ended 31 December 2023 and 2024. Such qualifications are subject to review by the relevant tax authority in the PRC for every three years.

The income tax expense of the Group for the Relevant Periods is analysed as follows:

	For the Year Ended 31 December,
	2022			2023			2024
	RMB			RMB			RMB
Current tax:
PRC corporate income tax		17,101			5,776			3,767
Deferred tax liabilities		(1,173	)		(1,497	)		-
Deferred tax assets, net		-			(35,469	)		7,323
Total income tax expense/(benefit)		15,928			(31,190	)		11,090
Less: income tax expenses from the discontinued operations		2,623			934			-
Income tax income tax expense/(benefit) from the continuing operations		18,551			(30,256	)		11,090

All values are in US Dollars.

	For the Year Ended 31 December,
	2022			2023			2024
	RMB			RMB			RMB
(Loss)/profit before tax		(81,387	)		65,856			(40,070	)	)
Tax at the statutory tax rate (25%)		(20,347	)		16,464			(10,018	)	)
Impact of preferential tax rates		4,892			1,836			13,190
Non-taxable income		(19,633	)		(8,912	)		(822	)	)
Non-deductible expense		1,098			622			605
Research and development super-deduction		(12,521	)		(12,254	)		(2,504	)	)
Loss from equity investment		-			-			13,244
Change of valuation allowance		62,439			(28,946	)		(2,605	)	)
Income tax expense/(benefit)		15,928			(31,190	)		11,090

All values are in US Dollars.

Deferred taxes

The components of deferred tax assets and liabilities are as follows:

	As of December 31,
	2023			2024
	RMB			RMB
Deferred tax assets:
Accrued expense and other current liabilities		15,982			-
Bad debt provision		15,208			12,788
Lease liabilities		11,626			9,326
Net operating loss carry forwards		66,625			57,345
Total gross deferred tax assets		109,441			79,459
Valuation allowance on deferred tax assets		(60,732	)		(40,523	)	)
Deferred tax assets, net of valuation allowance		48,709			38,936
Deferred tax (liabilities)-non current:
Right-of-use assets		(13,240	)		(10,789	)	)
Intangible assets		(2,390	)		-
Total deferred tax (liabilities)		(15,630	)		(10,789	)	)

All values are in US Dollars.

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As of December 31, 2024, there was no significant unrecognized deferred tax liability for taxes that would be payable on the unremitted earnings of the Group’s subsidiaries.

Uncertain Tax Position

The Group evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2023 and 2024, the Group did not have any significant unrecognized uncertain tax positions.

18. RELATED PARTY BALANCES AND TRANSACTIONS

(1) The Group had no significant related party transactions with related parties.

(2) Outstanding balances with related parties

	As of December 31,
	2023		2024
	RMB		RMB
Non-trade<br> related
Companies controlled by a main<br> shareholder of the Company		978		-

All values are in US Dollars.

19. CONVERTIBLE REDEEMABLE PREFERRED SHARES

Series C Preferred Shares

Series C+ Preferred Shares

On 7 July 2021, the Company issued 30,000,000 convertible notes with a nominal value of US$30,000 and was converted to 17,685,766 Series C+ preferred shares of RMB 193,836 on 4 November 2021.

Series C Preferred Shares and Series C+ Preferred Phares are collectively referred to as the “Preferred Shares”.

A summary of the shares authorized, issued and outstanding is as follows:


		2024
Authorized:
Number of Series C<br> preferred share of US0.0001 each	59,713,921		59,713,921
Number of Series C+ preferred share<br> of US0.0001 each	61,264,889		61,264,889

All values are in US Dollars.

F-67


		2024
		RMB
Issued and fully paid:
Number of Series C preferred share of US0.0001<br> each	59,713,921		59,713,921
Nominal value of preferred shares (RMB)	41,685		41,685
Number of Series C+ preferred share of US0.0001 each	61,264,889		61,264,889
Nominal value of preferred shares (RMB)	39,573		39,573

All values are in US Dollars.

The rights, preferences and privileges of the Preferred Shares are as follows:

(a) Conversion right

(b) Redemption right

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(d) Voting rights

(e) Dividend right

All the holders of Preferred Shares are entitled to receive the dividends on pro-rata basis according to the relative number of shares held by them on an as-converted basis.

Accounting of PreferredShares

Modification of Preferred Shares

The Group assesses whether an amendment to the terms of its convertible preferred shares is an extinguishment or a modification using the fair value model.

F-69

The Group evaluated the modification and concluded that it represented modification, rather than extinguishment to the Preferred Shares, because the difference of the fair values of the Preferred Shares immediately before and after the amendment is less than 10%, therefore the Group applied modification accounting by analogy to the modification guidance contained in ASC 718-20, Compensation — Stock Compensation — Award Classified as Equity, and the modification that results in an increase of RMB130,011 in the fair value of the modified preferred shares on October 18, 2022 was recognized as a deemed dividend to the preferred shareholders.

20. ORDINARY SHARES

The Group and the Company

On 26 February 2019, the Company was incorporated as an exempted company with limited liability in the Cayman Islands with an authorized share capital of US$50,000 divided into 372,691,551 class A ordinary shares and 127,308,449 class B ordinary shares with a par value of US$0.0001 each. On the same day, an aggregate of 200,000,000 class A ordinary shares was allotted and issued to various BVI holding platforms held by employees and external investors at par value. From October to November 2020, the Company re-designation of 55,140,881 class A ordinary shares to the same number of ordinary shares and repurchase of all the rest of the issued class A ordinary shares.

Pursuant to the share repurchase agreement dated 7 November 2022, 3,849,955 ordinary shares were repurchased and cancelled by the Company from the shareholders.

21. SHARE-BASED COMPENSATION

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The following key assumptions were used in the model:


Volatility (%)	51.76	%
Discounts for lack of marketability (%)	11.82	%
Risk-free interest rate (%)	3.03	%
Dividend yield (%)	0.00	%
Weighted average share price (RMB per share)	7.82

No other feature of share-based payment was incorporated into the measurement of fair value.

22. EARNINGS PER SHARE

The following table sets forth the basic and diluted net (loss)/earnings per share for the following periods:

	For the Year Ended 31 December,
	2022			2023		2024
	RMB			RMB		RMB
Basic and diluted earnings per share calculation
Numerator:
Net profit attribute to ordinary shareholders		(97,315	)		99,263		(52,376	)	)
Deemed dividend to Series C and Series C+ preferred shareholders<br> at modification of Series C and Series C+ Preferred Shares		(130,011	)		-		-
Net (loss)/profit attribute to ordinary shareholders		(223,534	)		99,263		(52,376	)	)
Denominator:
Basic Weighted average number of shares outstanding		224,986,014			221,777,718		221,777,718
Continuing operations		(0.97	)		0.37		(0.24	)	)
Discontinued operations		(0.02	)		0.08		-
Basic net earnings per share		(0.99	)		0.45		(0.24	)	)
Diluted Weighted average number of shares outstanding		224,986,014			342,756,528		221,777,718
Continuing operations		(0.97	)		0.24		(0.24	)	)
Discontinued operations		(0.02	)		0.05		-
Diluted net earnings per share		(0.99	)		0.29		(0.24	)	)

All values are in US Dollars.

For the year ended December 31, 2022 and 2024, the effects of all outstanding convertible preferred shares have been excluded from the computation of diluted loss per share for the years ended December 31, 2024 as their effects would be anti-dilutive.

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23. GAIN/(LOSS) ON DISSOLUTION OF SUBSIDIARIESAND BRANCHES

The total gains on dissolution of subsidiaries and branches for the year ended December 31, 2022 and 2023 were RMB 16,010 and RMB 29,312. The Group recorded loss of RMB8,820 on dissolution of subsidiaries and branches for the year ended December 31, 2024. The dissolution of subsidiaries and branches does not represent a strategic shift, but rather an ordinary course of business. Subsidiaries and branches are set up to provide employee management services to cater to customers’ evolving needs and localization preferences and are dissolved when contracts end.

24. BUSINESS COMBINATION

2024 Acquisitions

On January 4, 2024, the Group acquired Ankang Jiren Human Resources Service Co., Ltd., Hetian Tiankun Landing Human Resources Service Co., Ltd. and Shangluo Hesheng Human Resources Co., Ltd. with total cash consideration of RMB 12,575, fully paid in 2024. The companies mentioned above were engaged in labor dispatch services.

The following table summarizes the purchase price allocation for the 2024 acquisition:

	Ankang Jiren Human Resources Service Co., Ltd.			Hetian Tiankun Landing Human Resources<br> Service Co., Ltd.		Shangluo Hesheng Human Resources<br> Co., Ltd.			2024 Acquisitions
	2024			2024		2024			2024
	RMB			RMB		RMB			RMB
Purchase consideration		3,048			3,107		6,419			12,574
Less:
Cash		257			615		2,068			2,940
Accounts receivable		2,149			1,510		2,187			5,846
Prepayments and other current assets		11,530			670		8,039			20,239
Property and equipment, net		-			-		3			3
Accounts payable		(2,588	)		10		(2,789	)		(5,367	)
Other liabilities		(8,300	)		302		(3,089	)		(11,087	)
Goodwill		-			-		-			-

The purchase price allocation for the acquisitions was based on a valuation determined by the Group with the assistance of an independent third-party valuation firm. No goodwill is recognized as the consideration is based on the net assets and no purchase price allocation for the acquisitions were determined.

The operating results of the acquired companies were included in the consolidated statement of comprehensive loss from the acquisition date. Pro forma results of operations were not presented because the effect of the acquisition was not material to the Group’s consolidated financial statements.

25. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 9, 2025, the date of issuance of the consolidated financial statements and does not identify any other subsequent events with material financial impact on the Company’s consolidated financial statements.

26. COMMITMENT AND CONTINGENCIES

Contingencies

From time to time, we may become involved in claims, investigations and proceedings in the ordinary course of business. As of the date that the consolidated financial statements are issued, the Group reviews its regulatory inquiries and other legal proceedings on an ongoing basis, evaluates whether potential regulatory fines or losses from proceedings are probable and make estimates of the loss if probable. As of December 31, 2024, the Group believes that none of these matters, individually or in combination had a material effect on its business, assets or operations and there was no accrual for such matters.

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27. DISCONTINUED OPERATIONS

The Group terminated the Contractual Agreement on January 1, 2024, stated in 2. SIGNIFICANT ACCOUNTING POLICIES, Principle of Consolidation.

The carrying amount of the major classes of assets and liabilities of discontinued operations as of December 31, 2023 and 2024 consist of the following:

	As of December 31,
	2023		2024
	RMB		RMB
ASSETS OF DISCONTINUED OPERATION:
Current assets
Cash and bank equivalents		3,525		-
Trade receivables, net		15,190		-
Prepayments, other receivables and other assets, net		35,686		-
Total current assets of discontinued operation		54,401		-
Property and equipment, net		17,974		-
Other intangible assets, net		9,774		-
Goodwill		19,713		-
Other non-current assets		279		-
Total non-current assets of discontinued operation		47,740		-
Total assets of discontinued operation		102,141		-
LIABILITIES OF DISCONTINUED OPERATION:
Current liabilities
Contract liabilities		488		-
Trade and bills payables		13,505		-
Other payables and accruals		58,114		-
Tax payable		477		-
Total current liabilities of discontinued operation		72,584		-
Deferred tax liability		2,390		-
Total liabilities of discontinued operation		74,974		-

All values are in US Dollars.

The summarized operating results of discontinued operations for the years ended December 31, 2023 and 2024, consist of the following:

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Revenue		47,221			52,182			-
Cost of revenue		(23,170	)		(26,364	)		-
Gross profit		24,051			25,818			-
Selling and distribution expenses		(2,378	)		(6,368	)		-
Administrative expenses		(33,756	)		(14,322	)		-
Other income, net		2,616			10,972			-
Financial income, net		624			740			-
PROFIT BEFORE TAX FROM DISCONTINUED OPERATIONS		(8,843	)		16,840			-
Income tax profit		2,623			934			-
Net profit for the year from discontinued operations		(6,220	)		17,774			-
Comprehensive income for the year from discontinued operations		(6,220	)		17,774			-

All values are in US Dollars.

F-73

28. CONDENSED FINANCIAL INFORMATION OF THEPARENT COMPANY

(1) CONDENSED STATEMENTS OF FINANCIAL POSITION OF THE COMPANY


			2024
			RMB
ASSETS
Current assets
Cash and bank equivalents	523			84
Prepayments, other receivables and other assets	253,036			228,170
Total current assets	253,559			228,254
Investments in subsidiaries	389,559			341,332
Total non-current assets	389,559			341,332
Total assets	643,118			569,586
Commitments and Contingencies
Series C and Series C+ convertible redeemable preferred shares (US0.0001<br> par value: 120,978,810 shares authorized as of December 31, 2023 and December 31, 2024; 120,978,810 shares issued and outstanding<br> as of December 31, 2023 and December 31, 2024, respectively)	1,006,048			1,006,048
SHAREHOLDERS’ DEFICIT
Ordinary shares (US0.0001 par value; 379,021,190 shares authorized as of<br> December 31, 2023 and December 31, 2024; 221,777,718 shares issued and outstanding as of December 31, 2023 and December 31, 2024,<br> respectively)	149			149
Treasury shares	(31	)		(31	)	)
Additional paid-in capital	177,547			175,847
Statutory surplus reserve	9,217			9,367
Accumulated losses	(549,812	)		(621,794	)	)
Total deficit	(362,930	)		(436,462	)	)

All values are in US Dollars.

(2) CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME OF THE COMPANY

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Administrative expenses		(8,022	)		(9,628	)		(9,348	)	)
Financial expense, net		3,027			(508	)		(13	)	)
Share of income/(loss) of subsidiaries		(88,528	)		109,401			(43,015	)	)
PROFIT/(LOSS) BEFORE TAX		(93,523	)		99,265			(52,376	)	)
Income tax expenses		-			(2	)		-
Net profit/(loss) for the year		(93,523	)		99,263			(52,376	)	)
Deemed dividend to Series C and Series C+ preferred shareholders<br> at modification of Series C and Series C+ Preferred Shares		(130,011	)
Net profit attribute to ordinary shareholders		(223,534	)		99,263			(52,376	)	)
Comprehensive income/(loss)		(93,523	)		99,263			(52,376	)	)

All values are in US Dollars.

F-74

Condensed Statements of Cash Flows

	For the Year Ended December 31,
	2022			2023			2024
	RMB			RMB			RMB
Net cash used in operating activities		(21,678	)		(8,775	)		8,911
Net cash generated from (used in) financing activities		6,478			(9,498	)		(9,348	)	)
Exchange rate effect on cash and cash equivalents		3,019			(501	)		(2	)
Net decrease in cash and cash equivalents		(12,181	)		(18,774	)		(439	)	)
Cash and cash equivalents at beginning of the year		31,478			19,297			523
Exchange difference of beginning balance										)
Cash and cash equivalents at end of the year		19,297			523			84

All values are in US Dollars.

Basis of presentation

The subsidiaries did not pay any dividends to the Company for the periods presented.

The Company does not have significant commitments or long-term obligations as of the period end other than those presented.

The parent company only financial statements should be read in conjunction with the Company’s consolidated financial statements.

F-75

REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of

Youlife Group Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Youlife Group Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the period from April 2, 2024 (inception) to December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024, and the results of its operations and its cash flows for the period from April 2, 2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

/s/ Onestop Assurance PAC
We have served as the Company’s auditor since 2023.
Singapore
May 9, 2025

F-76

YOULIFE GROUP INC.

CONSOLIDATED BALANCE SHEET

(Amount in Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)


		****	****
LIABILITIES
Current liabilities
Amounts due to a related party	241,700
Total liabilities	241,700
DEFICIT
Ordinary share (par value of US0.0001 per share; 500,000,000 shares authorized;<br> 100 share issued and outstanding as of December 31, 2024)
Accumulated deficit	(241,700	)	)
Total shareholder’s deficit	(241,700	)	)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-77

YOULIFE GROUP INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Amount in Renminbi (“RMB”)and U.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the period from April 2, 2024 (inception) through December 31, 2024
****	RMB		****	****
Operating expenses
Formation costs		(58,374	)	)
Listing fees		(178,895	)	)
Total operating expenses		(237,269	)	)
Financial cost		(4,431	)	)
Net loss		(241,700	)	)
Weighted average number of share outstanding, basic and diluted		100
Basic and diluted net loss per ordinary share		(2,417	)	)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-78

YOULIFE GROUP INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’SDEFICIT

(Amount in Renminbi (“RMB”) andU.S. dollars (“USD”), except for share and per share data, or otherwise noted)

				Accumulated			Total shareholder’s
		Amount		deficit			deficit
		RMB		RMB		****	RMB		****
Balance as of April 2, 2024 (inception)		-		-
Issuance of ordinary shares	100		-		-			-
Net loss	-		-		(241,700	)		(241,700	)
Balance as of December 31, 2024	100		-		(241,700	)		(241,700	)
Balance as of December 31, 2024 in	100		-		(33,113	)		(33,113	)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-79

YOULIFE GROUP INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Amount in Renminbi (“RMB”) andU.S. dollars (“USD”), except for share and per share data, or otherwise noted)

	For the period from April 2, 2024 (inception) through December 31, 2024
****	RMB		****	****
Cash Flows from Operating Activities
Net loss		(241,700	)	)
Changes in operating assets and liabilities:
Amounts due to a related party		241,700
Net cash used in operating activities		-
Net change in cash		-
Cash, beginning of the period		-
Cash, end of the period		-

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-80

YOULIFE GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount in Renminbi (“RMB”) andU.S. dollars (“USD”), except for share and per share data, or otherwise noted)

1. Description of Organization and BusinessOperations

Youlife Group Inc. (the “Company”) was incorporated as a Cayman Islands exempted company on April 2, 2024. The Company was formed for the purpose of effecting a merger between Distoken Acquisition Corporation (“Distoken”) and Youlife International Holdings Inc., (“Youlife”) and certain other affiliated entities through a series of transactions (the “Business Combination”) and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the business combination agreement. As a result of the Business Combination, Distoken and Youlife will each become wholly owned subsidiaries of the Company, and the Company Class A Ordinary Shares and the Company warrants will be listed on Nasdaq.

2. Summary of significant accounting policies

(a) Basis of presentation

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the financial position, results of operations and cash flows of the Company. Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. The Company has selected December 31 as its fiscal year end.

(b) Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company have been eliminated upon consolidation. All intercompany transactions and balances among the Company have been eliminated upon consolidation.

(c) Use of estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

(d) Fair value measurement

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

(e) Foreign currency translation

The functional currency have been changed into RMB based on the consideration of the economic environment the Compaby expects to operate in over the long-term.

3. Related party transactions

For the period from April 2, 2024 (inception) through December 31, 2024, the Company’s related party, Youlife International Holdings Inc., an affiliate company, made several payments on behalf of the Group. The payments were non-interest bearing and had no due date. Youlife International Holdings Inc. paid offering costs of RMB178,895(US$24,509) and foundation fees of RMB58,374(US$7,997) for the Company as of December 31, 2024.

4. Ordinary shares

The authorized number of ordinary shares of the Company is 500,000,000 shares with par value of US$0.0001 each. As of December 31, 2024, the Company had issued one hundred ordinary shares.

5. Subsequent events

F-81

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Distoken Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Distoken Acquisition Corporation (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, statement of changes in shareholders deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities on or before March 18, 2025, or by resolution of its Board of Directors and if requested by the Sponsor, to extend the business combination deadline on a month to month basis through November 18, 2025. The Company entered into a business combination agreement with a business combination target on May 17, 2024; however, the completion of this transaction is subject to the approval of the Company’s shareholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its business operations, and complete the transaction prior to November 18, 2025, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after November 18, 2025, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

March 7, 2025

PCAOB ID# 688

F-82

DISTOKEN ACQUISITION CORPORATION

BALANCE SHEETS


			2023
ASSETS
Current assets
Cash	15,073		$	96,486
Due from Sponsor	-			60,000
Prepaid expenses	31,250			63,366
Total current assets	46,323			219,852
Investments held in Trust Account	7,456,639			41,440,980
TOTAL ASSETS	7,502,962		$	41,660,832
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	1,112,876		$	205,074
Accrued offering costs	-			70,000
Chinese income taxes payable	447,288			434,911
Chinese VAT and surcharges payable	326,939			195,456
Advances from Sponsor	923			923
Promissory note - Sponsor	764,274			-
Extension Notes - Sponsor	420,000			60,000
TOTAL LIABILITIES	3,072,300			966,364
Commitments and contingencies
Ordinary shares subject to possible redemption 652,170 and 3,881,692 shares at 11.36 and 10.50 per share redemption value as of December 31, 2024 at 2023, respectively	7,406,639			40,760,613
SHAREHOLDERS’ DEFICIT
Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	-			-
Ordinary shares, 0.0001 par value; 220,000,000 shares authorized; 2,548,000 issued and outstanding (excluding 652,170 and 3,881,692 shares subject to possible redemption) as of December 31, 2024 and 2023	255			255
Additional paid-in capital	-			-
Accumulated Deficit	(2,976,232	)		(66,400	)
TOTAL SHAREHOLDERS’ DEFICIT	(2,975,977	)		(66,145	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	7,502,962		$	41,660,832

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements.

F-83

DISTOKEN ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

	For the Year Ended<br><br> December 31,
	2024			2023
Operating and formation costs	$	1,775,606		$	973,470
Chinese VAT and surcharges		131,483			195,456
Loss from operations		(1,907,089	)		(1,168,926	)
Other income
Interest earned on investments held in Trust Account		1,956,597			2,908,568
Total other income		1,956,597			2,908,568
Income before provision for income taxes		49,508			1,739,642
Provision for Chinese income taxes		(12,377	)		(434,911	)
Net income	$	37,131		$	1,304,731
Basic and diluted weighted average shares outstanding, redeemable ordinary shares		3,466,972			5,570,867
Basic and diluted net income per share, redeemable ordinary shares	$	0.01		$	0.16
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,548,000			2,476,329
Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.01		$	0.16

The accompanying notes are an integral part of the financial statements.

F-84

DISTOKEN ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Capital			Deficit			Equity
Balance - January 1, 2023(1)(2)(3)		2,003,000	$	200	$	27,028		$	(11,228	)	$	16,000
Sale of 545,000 private units		545,000		55		5,449,945			-			5,450,000
Fair value of public warrants at issuance		-		-		1,104,000			-			1,104,000
Fair value of representative shares		-		-		1,185,493			-			1,185,493
Fair value of rights included in public units		-		-		3,305,100			-			3,305,100
Fair value of representative warrants		-		-		12,075			-			12,075
Allocated value of transaction costs		-		-		(354,297	)		-			(354,297	)
Accretion for ordinary shares to redemption amount		-		-		(10,729,344	)		(1,359,903	)		(12,089,247	)
Net income		-		-		-			1,304,731			1,304,731
Balance - December 31, 2023		2,548,000		255		-			(66,400	)		(66,145	)
Accretion for ordinary shares to redemption amount		-		-		-			(2,946,963	)		(2,946,963	)
Net income		-		-		-			37,131			37,131
Balance - December 31, 2024		2,548,000	$	255	$	-		$	(2,976,232	)	$	(2,975,977	)
(1)	At January 1, 2023, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).
---	---
(2)	On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7).
(3)	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

The accompanying notes are an integral part of the financial statements.

F-85

DISTOKEN ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

	For the Year Ended<br><br> December 31,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	37,131		$	1,304,731
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,956,597	)		(2,908,568	)
Changes in operating assets and liabilities:
Other receivable		-			28
Prepaid expenses		32,117			(61,366	)
Accounts payable and accrued expenses		907,802			204,769
Chinese income taxes payable		12,377			434,911
Chinese VAT and surcharges payable		131,483			195,456
Net cash used in operating activities		(835,687	)		(830,039	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		-			(70,380,000	)
Cash deposited in Trust Account for extension payments		(360,000	)		(60,000	)
Cash withdrawn from Trust Account in connection with redemption		36,300,937			31,907,588
Net cash provided by (used in) investing activities		35,940,937			(38,532,412	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		-			66,930,000
Proceeds from sale of Private Units		-			5,450,000
Proceeds from sale of Representative warrants		-			100
Advances from the Sponsor		-			35,430
Repayment of advances from the Sponsor		-			(251,969	)
Repayment of promissory note - the Sponsor		-			(150,000	)
Payment of offering costs		(70,000	)		(647,036	)
Redemption of ordinary shares		(36,300,937	)		(31,907,588	)
Proceeds from promissory note -Sponsor		764,274			-
Proceeds from due from Sponsor		60,000			-
Proceeds from extension notes - Sponsor		360,000			-
Net cash (used in) provided by financing activities		(35,186,663	)		39,458,937
Net Change in Cash		(81,413	)		96,486
Cash - Beginning of period		96,486			-
Cash - End of period	$	15,073		$	96,486
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	-		$	70,000
Accretion of ordinary shares to redemption value	$	2,946,963		$	12,089,247

The accompanying notes are an integral part of the financial statements.

F-86

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Distoken Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

As of December 31, 2024, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through December 31, 2024 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”), which closed on February 17, 2023, as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on February 13, 2023. On February 17, 2023, the Company consummated the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Company’s sponsor, Xiaosen Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,450,000, which is described in Note 4.

Transaction costs amounted to $4,366,343 consisting of $2,070,000 of cash underwriting discount, $1,185,493 fair value of representative shares, $12,075 fair value of representative warrants, and $1,098,775 of other offering costs.

Following the closing of the Initial Public Offering on February 17, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

F-87

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (“Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with a Business Combination) and (b) not to propose an amendment to the Memorandum and Articles of Association (i) that would affect the ability of holders of Public Shares to redeem or sell their shares to the Company in connection with a Business Combination or to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 9 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

The Company initially had 9 months from the closing of the Initial Public Offering, or until November 17, 2023, to consummate a Business Combination. However, if the Company anticipated that it would not be able to consummate a Business Combination within 9 months, it was originally permitted, by resolution of the Company’s board of directors (the “Board”) if requested by the Sponsor, to extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 18 months), subject to the Sponsor depositing additional funds into the Trust Account (the “Original Extension”). Pursuant to the terms of the Memorandum and Articles of Association and the Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company on the date of the prospectus for the Initial Public Offering, in order for the time available to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, was originally required to deposit into the Trust Account $690,000 ($0.10 per Unit) for each three month extension, up to an aggregate of $2,070,000 for nine months, on or prior to the date of the applicable deadline.

On November 10, 2023, the Company held an extraordinary general meeting (the “2023 Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to amend the terms of the Original Extension and to give the Board the right to extend the date by which the Company has to consummate a Business Combination (such date, the “Termination Date”) from November 17, 2023 on a monthly basis up to twelve (12) times until November 18, 2024, or such earlier date as determined by the Board (the “2023 Extension Amendment”). In connection with the 2023 Extension Amendment, shareholders holding 3,018,308 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “2023 Extension Redemption”). As a result of the 2023 Extension Redemption, an aggregate amount of $31.9 million (approximately $10.57 per share) was removed from the Trust Account to pay such holders.

On November 10, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “2023 Extension Funds”), pursuant to which the 2023 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2024 and 2023, there were $360,000 and $60,000, respectively, of outstanding borrowings under the 2023 Extension Note.

On each of January 17, 2024 and February 21, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account, or an aggregate of $60,000, to extend the time the Company has to complete an initial Business Combination by one month from January 18, 2024 to March 18, 2024.

On March 28, 2024 and April 9, 2024, the Company deposited a total of $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination by one month from March 18, 2024 to April 18, 2024.

F-88

On each of April 22, 2024, May 31, 2024 and June 28, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account, or an aggregate of $90,000, to extend the time the Company has to complete an initial Business Combination by one month from April 18, 2024 to July 18, 2024.

On July 29, 2024, the Company advanced $12,000 from the Company’s operating account into the Trust Account on the Sponsor’s behalf as a partial extension deposit. On August 6, 2024, the Chief Executive Officer of the Company advanced $18,000 to the Company to fully pay the required monthly extension deposit into the Trust Account and to extend the time the Company has to complete an initial Business Combination to August 18, 2024.

On August 21, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to September 18, 2024.

On September 22, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to October 18, 2024.

On October 30, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to November 18, 2024.

On November 14, 2024, the Company held an extraordinary general meeting in lieu of annual general meeting of shareholders (the “2024 Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to give the Board the right to extend the date by which the Company has to consummate a Business Combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board (the “2024 Extension Amendment”). In connection with the 2024 Extension Amendment, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “2024 Extension Redemption”). As a result of the 2024 Extension Redemption, an aggregate amount of approximately $36.3 million (approximately $11.24 per share) was removed from the Trust Account to pay such holders. Following the 2024 Extension Redemption, the Company has 652,170 public shares outstanding.

In addition, the Company has agreed that it will not withdraw any funds from the Trust Account, including interest earned on the funds held in the Trust Account, to pay for any Chinese income tax that may become due prior to, or in connection with, the closing of an initial business combination.

On November 14, 2024, the Company issued a promissory note (the “2024 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “2024 Extension Funds”), pursuant to which the 2024 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.046 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2025, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2024, there was $60,000 of outstanding borrowings under the 2024 Extension Note.

On November 20, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to December 18, 2024.

On December 23, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to January 18, 2025.

As of December 31, 2024, the Sponsor made a total of $420,000 of extension deposits into the Trust Account to extend the time the Company has to complete an initial Business Combination to January 18, 2025.

On January 24, 2025, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to February 18, 2025 (Note 11).

On March 3, 2025, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to March 18, 2025 (Note 11).

F-89

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

If the Company is unable to complete a Business Combination by November 18, 2025 (or such earlier date as determined by the Board), as extended by the 2024 Extension Amendment (such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s Board, dissolve and liquidate, subject (in each case) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Going Concern Consideration

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor issuance of Founder Shares, loan proceeds from the Sponsor of $150,000 under a promissory note and advances from related party. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Initial Public Offering and the Private Placement proceeds that are due from the Sponsor.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. As of December 31, 2024 and 2023, the Company has no outstanding borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company may extend the time to consummate a Business Combination on a monthly basis from November 18, 2024 until November 18, 2025, as determined by the Board. It is uncertain that the Company will be able to consummate a Business Combination during this time period. If a Business Combination is not consummated by November 18, 2025 (if extended by the full amount of time), there will be a mandatory liquidation and subsequent dissolution.

F-90

Management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and the liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 18, 2025. The Company intends to complete a Business Combination before the mandatory liquidation date.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Reclassification of prior year presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, Chinese income taxes payable and Chinese VAT and surcharges payable are now presented as a separate line items on the balance sheets, statements of operations and statements of cash flows and was previously combined and presented as Chinese taxes payable.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

F-91

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $15,073 and $96,486 in cash as of December 31, 2024 and 2023, respectively, and no cash equivalents as of such dates.

Investments in Trust Account

At December 31, 2024 and 2023, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. The Company accounts for its investments as trading securities under ASC 320 (Investments-Debt and Equity Securities), where securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the statements of operations.

Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2024 and 2023, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

At December 31, 2024 and 2023, the ordinary shares reflected in the balance sheets are reconciled in the following table:

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000	)
Proceeds allocated to Public Rights		(3,305,100	)
Ordinary share issuance costs		(4,011,946	)
Redemption of ordinary shares		(31,907,588	)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023		40,760,613
Less:
Redemption of ordinary shares		(36,300,937	)
Plus:
Remeasurement of carrying value to redemption value		2,946,963
Ordinary shares subject to possible redemption, December 31, 2024	$	7,406,639

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

F-92

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, fair value of representative shares, and fair value of representative warrants incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has determined there is a possibility it will be considered a Chinese Income Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $447,288 and $434,911 for Chinese Income Tax as of December 31, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, the Company recorded an income tax expense of $12,377 and $434,911, respectively, related to the Chinese Income Tax estimate. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of the date of filing of these financial statements, the Company has not filed any tax return in China nor paid the amount due for the years ended December 31, 2024 and 2023. Management believes that any potential interest on the unpaid balance of Chinese income taxes payable would be immaterial and any potential penalties on non-compliance and 50% to 500% penalties on underpayment of Chinese income taxes payable cannot be reliably measured. Management also believes that the Company will not be subject to any interest and penalties on Chinese income taxes payable. Hence, no accruals of interest and penalties on Chinese taxes as of December 31, 2024 were recognized.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

VAT and surcharges

The Company has determined there is a possibility it will be considered a Chinese Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $326,939 and $195,456 for Chinese VAT and surcharges as of December 31, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, the Company recorded a Chinese VAT and surcharges of $131,483 and $195,456, respectively. The Chinese VAT and surcharges were recorded in the Company’s statements of operations. As of the date of filing of these financial statements, the Company has not filed any tax return in China nor paid the amount due for the years ended December 31, 2024 and 2023.

F-93

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Net Income Per Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 7,617,500 ordinary shares is contingent upon the occurrence of future events. As of December 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	For the Year Ended December 31,
	2024				2023
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	21,402	$	15,729	$	903,232	$	401,499
Denominator:
Basic and diluted weighted average ordinary shares outstanding		3,466,972		2,548,000		5,570,867		2,476,329
Basic and diluted net income per ordinary share	$	0.01	$	0.01	$	0.16	$	0.16

F-94

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As of December 31, 2024, this ASU became effective and the Company’s management adopted this ASU in its financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 - PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 6,900,000 Units, inclusive of 900,000 Units sold to the underwriters on February 17, 2023, upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination (see Note 7). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7).

NOTE 4 - PRIVATE PLACEMENT

F-95

The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will expire worthless.

NOTE 5 - RELATED PARTY TRANSACTIONS

Founder Shares

On July 8, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 1,150,000 ordinary shares (the “Founder Shares”). In August 2021, the Company effected a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares include an aggregate of up to 225,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Shares and the Representative Shares, as defined in Note 6) upon the completion of the Initial Public Offering. On February 17, 2023, the underwriters exercised their over - allotment option in full as part of the closing of the Initial Public Offering. As such, there are no shares subject to forfeiture.

On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) for 50% of the Founder Shares, if the last reported sale price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, (y) for 50% of the Founder Shares, if the last reported sale price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after a Business Combination, or (z) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on February 15, 2023, to pay the Sponsor or its affiliate up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2024, the Company incurred $120,000 in fees for these services, of which $70,000 is included in accrued expenses in the accompanying balance sheets. For the year ended December 31, 2023, the Company incurred $105,000 in fees for these services, of which $0 is included in accrued expenses in the accompanying balance sheets.

Due from Sponsor

Through March 31, 2024, the Company advanced an aggregate amount of $136,923 from the Company’s operating account into the Trust Account on the Sponsor’s behalf to extend the time the Company has to complete an initial Business Combination. On April 9, 2024, the Sponsor reimbursed the Company for the outstanding $136,923 of advances it made on Sponsor’s behalf. As of December 31, 2024 and 2023, amounts due from Sponsor are nil and $60,000, respectively.

F-96

Advances from Sponsor

The advances from Sponsor represents the amounts paid by the Sponsor on behalf of the Company in excess of the limit that can be drawn against the promissory note. As of December 31, 2024 and 2023, there was $923 of outstanding balances in advances from Sponsor.

Promissory Note - Sponsor

On July 8, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was able to borrow up to an aggregate principal amount of $150,000. The note was non-interest bearing and was payable on the earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. In November 2022 the note was amended and the note became payable on the earlier of (i) June 30, 2023 and (ii) the completion of the Initial Public Offering. The outstanding balance of $150,000 was repaid to the Sponsor on March 28, 2023. As of December 31, 2024 and 2023, there was no outstanding borrowings on the promissory note, and borrowings under the promissory note are no longer available.

On February 26, 2024, the Company issued an unsecured promissory note (the “2024 Note”) in the aggregate principal amount of up to $1,000,000 to the Sponsor, for the Company’s working capital needs. The 2024 Note does not bear interest and matures upon the earlier of the consummation of an initial Business Combination by the Company or the date of the Company’s liquidation. As of December 31, 2024, total borrowings under this note amounted to $764,274.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2024 and 2023, the Company has no outstanding borrowings under the Working Capital Loans.

Extension Notes - Sponsor

As discussed in Note 1, on November 10, 2023, the Company issued the 2023 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. In addition, on November 14, 2024, the Company issued the 2024 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor (the “2024 Extension Funds”), pursuant to which the 2024 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.046 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2025, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2024 and 2023, there were $420,000 and $60,000, respectively, of outstanding borrowings under the Extension Notes.

F-97

NOTE 6 - COMMITMENTS

Registration Rights

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On February 17, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of $10.00 per Unit.

The underwriters were also entitled to a cash underwriting discount of $0.30 per Unit, or $2,070,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

Business Combination Marketing Agreement

The Company has engaged I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers a cash fee for such services upon the consummation of its initial business combination in an amount equal to 4.0%, or $2,760,000 in the aggregate, of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). The Company will also pay I-Bankers a cash fee in an amount equal to 1.0%, or $690,000 in the aggregate, of the gross proceeds of the Initial Public Offering if it introduces the Company to the target business with whom the Company completes its initial Business Combination.

Business Combination Agreement

On May 17, 2024, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), the Sponsor, Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and Youlife International Holdings Inc., a Cayman Islands exempted company (“Youlife”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Youlife Business Combination”), (a) First Merger Sub will merge with and into Youlife (the “First Merger”), with Youlife surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of Youlife being converted into the right to receive shares of Pubco; and (b) Second Merger Sub will merge with and into the Company, with the Company surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being converted into the right to receive substantially equivalent securities of Pubco.

F-98

On November 13, 2024, the Company, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the first amendment to the Business Combination Agreement (the “BCA Amendment”), to, among other things, (i) adopt an American depository share facility, (ii) revise the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and (iii) clarify certain matters related to the dual-class share structure of Pubco following the closing (the “Closing”) of the Youlife Business Combination. Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of American depository shares (“Pubco ADSs”) to the Company and Youlife shareholders holding registered shares, which Pubco ADSs will be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.

On January 17, 2025, the Company, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the second amendment to the Business Combination Agreement (the “BCA Second Amendment”) to, among others, clarify that Pubco ADSs shall not be issued to any Company or Youlife shareholders that hold restricted shares, including those to lock-up restrictions, and those shareholders will instead receive Pubco ordinary shares.

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, Pubco, the Company and Youlife entered into lock-up agreements (the “Lock-Up Agreements”) with the Sponsor and with certain shareholders of Youlife. The Lock-Up Agreements provide for a lock-up period commencing on the closing date and ending on the 12-month anniversary of the closing date and with respect to 50% of such shares, on the date on which the last reported sales price of the Class A ordinary shares of Pubco equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

Shareholder Support Agreements

Simultaneously with the execution of the Business Combination Agreement, the Company, Youlife and certain shareholders of Youlife entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the shareholders of Youlife have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the Youlife Business Combination, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Non-Competition and Non-Solicitation Agreements

Simultaneously with the execution of the Business Combination Agreement, certain Youlife shareholders entered into non-competition and non-solicitation agreements (the “Non-Competition and Non-Solicitation Agreements”) in favor of Pubco, Youlife and the Company. Under the Non-Competition and Non-Solicitation Agreements, certain Youlife shareholders agreed not to compete with Pubco during the three-year period following the closing and, during such three-year restricted period, not to solicit employees or customers of Pubco. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

F-99

Vendor Agreement

On March 5, 2024, the Company entered into an agreement with a vendor for legal and consulting services, rendering the previous agreement with the same vendor entered into in 2023 void. The agreement provides that the Company will pay the vendor $500,000 as follows: (i) $200,000, which had already been paid, (ii) $50,000 by no later than March 15, 2024; (iii) $100,000 upon execution of the business combination agreement, or the merger agreement, as the case may be; and (iv) $150,000 upon submission of the S-4/F-4 proxy to the SEC. Additionally, if the Business Combination closes, the Company will make a final additional payment of $950,000. If the Business Combination does not close, the Company shall not be responsible for any further payments. On May 4, 2023, the Company paid the $200,000 retainer based on the previous agreement entered into 2023, which was carried forward to the current agreement. As of December 31, 2023, $169,935 has been charged against the retainer amount, and the remainder of $30,065 was recorded as prepaid expenses. The $30,065 prepaid amount was fully utilized during the year ended December 31, 2024 and this amount was charged to expense. On April 10, 2024, the Company paid the second installment payment of $50,000. In addition, the Company incurred additional business combination fees of 561,904 in relation to this agreement, $210,073 of which has been billed as of December 31, 2024 while the remaining unbilled amount of $351,831 has been included in the accrued expenses balance in the accompanying balance sheets.

NOTE 7 - SHAREHOLDERS’ DEFICIT

Preference Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2024 and 2023, there were no preference shares issued and outstanding.

Ordinary Shares - On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented.

The Company is authorized to issue 220,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. In August 2021, the Company effected a share dividend of 0.25 shares for each founder share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. At December 31, 2024 and 2023, there were 2,548,000 ordinary shares issued and outstanding, which includes 1,725,000 Founders Shares, 545,000 shares in the Private Units, 278,000 Representative Shares, and excluding 652,170 and 3,881,692 ordinary shares subject to possible redemption. As a result of the underwriters’ election to fully exercise their over-allotment option on February 17, 2023, a total of 225,000 Founder Shares and 33,000 representative shares are no longer subject to forfeiture.

Rights - Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

F-100

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Warrants - The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 60 business days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

●	in whole and not in part;
●	at a price of $0.01 per Public Warrant;
●	upon not less than 30 days’ prior written notice of redemption to each warrant holder;
●	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Rights or Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Rights and Public Warrants may expire worthless.

F-101

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Representative Shares

On July 28, 2020 the Company issued to EarlyBirdCapital and its designees an aggregate of 100,000 ordinary shares for aggregate consideration of $10.00, of which 2,250 were subsequently forfeited in August 2021. In August 2021, the Company also issued to I-Bankers Securities, Inc. and its designees an aggregate of 155,250 ordinary shares at a purchase price of $0.0001 per share, for aggregate consideration of $15.50. On October 28, 2021, the Company issued to EarlyBirdCapital and I-Bankers Securities, Inc. and its designees, 12,132 and 12,868, respectively, ordinary shares at a purchase price of $0.0001 per share, for minimal consideration of $2.50. Of the representative shares, 33,000 are no longer subject to forfeiture due to the underwriters’ exercise of their over-allotment option in full at the Initial Public Offering. Upon issuance, the representative shares were accounted for as deferred offering cost and were charged to shareholders equity upon the Initial Public Offering. The Company estimated the fair value of the 97,750 (net of 2,250 forfeited) representative shares issued on July 28, 2020 to be $2,151 based upon the price of the Founder Shares issued to the Sponsor of $0.022 per share and recorded as deferred offering costs accordingly. The 155,250 representative shares issued on August 23, 2021 and 25,000 representative shares issued on October 28, 2021 had an aggregate fair value using the scenario analysis, of which the stock price input into the founder shares scenario analysis was valued using a binomial lattice, of $1,019,993 ($6.57 per share) and $165,500 ($6.62 per share), respectively, or a total aggregate value of $1,185,493. Accordingly, $1,185,493 were accounted for as offering costs at the closing of the Initial Public Offering. The representative shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

The holders of the representative shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering or commencement of sales of the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

F-102

Representative Warrants

In addition, the Company entered into a separate warrant agreement with I-Banker Securities, Inc. (referred as “I-Bankers”, the “Representative” of the Underwriters) to issue Representative Warrants exercisable to purchase 172,500 ordinary shares at a price of $12.00 per share, subject to adjustment. The representative warrants were issued at the closing of the Initial Public Offering for consideration of $100. The Company accounted for the representative warrants as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The representative warrants had an estimated fair value of $12,075 based on the third party valuation using the binomial lattice model of $0.07 per warrant. The Representative Warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement for the Initial Public Offering and the closing of the Initial Business Combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, neither I-Bankers nor its designees will be permitted to exercise the warrants after the five-year anniversary of the effective date of the registration statement for the Initial Public Offering. The Representative Warrants and such shares to be purchased pursuant to the Representative Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up period of 180 days immediately following the date of the effectiveness of the registration statement for the Initial Public Offering pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering except to any underwriter and selected dealer that participated in the Initial Public Offering and their bona fide officers or partners.

NOTE 8 - INCOME TAXES

If the Company is deemed a Chinese tax resident enterprise, its worldwide income, including the interest income from U.S. Treasury bills and mutual funds, will be taxable at a standard rate of 25% for China’s corporate income tax purposes. The interest income is calculated by deducting operation costs and corresponding interest costs from interest revenue. From a tax perspective, the Company is a Chinese tax resident enterprise that should make the tax registration at the competent tax authority of the place where its actual management is located.

The Chinese income tax provisions for the years ended December 31, 2024 and 2023 consist of the following:

	December 31,			December 31,
	2024			2023
Income before provision for income taxes		49,508			1,739,642
China’s corporate income tax standard rate (on income)		25.0	%		25.0	%
Income tax provision	$	12,377		$	434,911

As of December 31, 2024 and 2023, the Company did not have any deferred tax assets and liabilities.

A reconciliation of the Chinese income tax rate to the Company’s effective tax rate is as follows:

	December 31,			December 31,
	2024			2023
China’s corporate income tax standard rate		25.0	%		25.0	%
Income tax provision		25.0	%		25.0	%

NOTE 9 - FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

F-103

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2024, assets held in the Trust Account were comprised of $7,456,639 in money market funds which are invested primarily in U.S. government securities. During the period ended December 31, 2024, the Company withdrawn $36,300,937 from Trust Account in connection with redemption.

At December 31, 2023, assets held in the Trust Account were comprised of $41,440,980 in money market funds which are invested primarily in U.S. government securities. During the period ended December 31, 2023, the Company withdrawn $31,907,588 from Trust Account in connection with redemption.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		December 31,		December 31,
	Level	2024		2023
Assets:
Investments held in Trust Account	1	$	7,456,639	$	41,440,980

The following table presents information about the Company’s equity instruments that are measured at fair value at February 17, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

	Level	February 17, <br><br>2023
Equity:
Representative Warrants	3	$	12,075
Fair Value of Public Rights for ordinary shares subject to redemption allocation	3	$	3,305,100
Fair Value of Public Warrants for ordinary shares subject to redemption allocation	3	$	1,104,000

The Public Warrants were valued using the binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. The private and representative warrants were valued using the Black-Scholes model. The following table presents the quantitative information regarding market assumptions used in the valuation of warrants:

	February 17,
	2023
Market price of public share	$	9.56
Risk-free rate		4.23	%
Dividend yield		0.00	%
Volatility		4.5	%

F-104

The rights were valued using a scenario analysis. The following table presents the quantitative information regarding market assumptions used in the valuation of the rights. The appraiser determined the value of the rights based on the value of underlying security:

	February 17,
	2023
Value in De-SPAC(1)	$	9.59
Value without De-SPAC(2)	$	-
Probability(3)		50.0	%
Fair value of Right to buy one Share(4)	$	4.79
(1)	As the Founder Share will be converted to an ordinary share at the consummation of a transaction, it is assumed that the value of the Founder Share in the de-SPAC transaction scenario would simply equal the value of the ordinary share in a de-SPAC transaction.
---	---
(2)	The probability is as used in warrant analysis
(3)	Probability of the consummation of an initial business combination
(4)	Calculated as the weighted average price

NOTE 10 - SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the Year<br> <br>Ended<br> <br>December 31,<br> <br>2024		For the Year<br> <br>Ended<br> <br>December 31,<br> <br>2023
Operating and formation costs	$	1,775,606	$	973,470
Interest earned on investments held in Trust Account	$	1,956,597	$	2,908,568

The key measures of segment profit or loss reviewed by our CODM are interest earned on investments held in Trust Account and operating and formation costs. The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

F-105

NOTE 11 - SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 7, 2025, the Company received a deficiency letter from the staff of the Nasdaq notifying the Company that, for the preceding 32 consecutive business days, the Company’s market value of listed securities was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A).

On January 17, 2025, the Company, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the second amendment to the Business Combination Agreement (the “BCA Second Amendment”) to, among others, clarify that Pubco ADSs shall not be issued to any Company or Youlife shareholders that hold restricted shares, including those to lock-up restrictions, and those shareholders will instead receive Pubco ordinary shares.

F-106

DISTOKEN ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

			December 31,
			2024

ASSETS
Current assets
Cash	850		$	15,073
Prepaid expenses	30,000			31,250
Total current assets	30,850			46,323
Investments held in Trust Account	7,595,517			7,456,639
TOTAL ASSETS	7,626,367		$	7,502,962
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	1,260,942		$	1,112,876
Chinese income taxes payable	514,765			447,288
Chinese VAT and surcharges payable	332,208			326,939
Advances from Sponsor	139,263			923
Promissory note - Sponsor	874,239			764,274
Extension Note - Sponsor	480,000			420,000
TOTAL LIABILITIES	3,601,417			3,072,300
Commitments and contingencies
Ordinary shares subject to possible redemption, 652,170 shares at 11.57<br> and 11.36 per share redemption value as of March 31, 2025 and December 31, 2024, respectively	7,545,517			7,406,639
SHAREHOLDERS’ DEFICIT
Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	-			-
Ordinary shares, 0.0001 par value; 220,000,000 shares authorized; 2,548,000<br> issued and outstanding (excluding 652,170 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024	255			255
Additional paid-in capital	-			-
Accumulated deficit	(3,520,822	)		(2,976,232	)
TOTAL SHAREHOLDERS’ DEFICIT	(3,520,567	)		(2,975,977	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	7,626,367		$	7,502,962

All values are in US Dollars.

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-107

DISTOKEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended
	March 31,
	2025			2024
Operating and formation costs	$	411,373		$	461,331
Chinese VAT and surcharges		5,269			36,360
Loss from operations		(416,642	)		(497,691	)
Other income:
Interest earned on investments held in Trust Account		78,407			541,076
Total other income		78,407			541,076
(Loss) Income before provision for income taxes		(338,235	)		43,385
Provision for Chinese income taxes		(67,477	)		(10,846	)
Net (loss) income	$	(405,712	)	$	32,539
Basic and diluted weighted average shares outstanding, redeemable ordinary shares		652,170			3,881,692
Basic and diluted net (loss) income per share, redeemable<br> ordinary shares	$	(0.13	)	$	0.01
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary<br> shares		2,548,000			2,548,000
Basic and diluted net (loss) income per share, Non-redeemable<br> ordinary shares	$	(0.13	)	$	0.01

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-108

DISTOKEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

	Ordinary Shares				Additional<br><br> Paid-in		Accumulated			Total<br><br> Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2025		2,548,000	$	255	$	-	$	(2,976,232	)	$	(2,975,977	)
Accretion for ordinary shares to redemption amount		-		-		-		(138,878	)		(138,878	)
Net loss		-		-		-		(405,712	)		(405,712	)
Balance - March 31, 2025		2,548,000	$	255	$	-	$	(3,520,822	)	$	(3,520,567	)

FOR THE THREE MONTHSENDED MARCH 31, 2024

	Ordinary Shares				Additional<br><br> Paid-in		Accumulated			Total<br><br> Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2024		2,548,000	$	255	$	-	$	(66,400	)	$	(66,145	)
Accretion for ordinary shares to redemption amount		-		-		-		(570,793	)		(570,793	)
Net income		-		-		-		32,539			32,539
Balance - March 31, 2024		2,548,000	$	255	$	-	$	(604,654	)	$	(604,399	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-109

DISTOKEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended
	March 31,
	2025			2024
Cash Flows from Operating Activities:
Net (loss) income	$	(405,712	)	$	32,539
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(78,407	)		(541,076	)
Changes in operating assets and liabilities:
Prepaid expenses		1,250			31,828
Accounts payable and accrued expenses		148,066			335,411
Chinese income taxes payable		67,477			10,846
Chinese VAT and surcharges payable		5,269			36,360
Advances from related party		138,340			—
Net cash used in operating activities		(123,717	)		(94,092	)
Cash Flows from Investing Activities:
Cash deposited into Trust Account for extension payments		(60,471	)		(76,923	)
Net cash used in investing activities		(60,471	)		(76,923	)
Cash Flows from Financing Activities:
Proceeds from Extension Note		60,000			-
Proceeds from promissory note - related party		109,965			75,688
Net cash provided by financing activities		169,965			75,688
Net Change in Cash		(14,223	)		(95,327	)
Cash - Beginning of period		15,073			96,486
Cash - End of period	$	850		$	1,159
Non-Cash investing and financing activities:
Due from Sponsor in relation to extension note	$	-		$	76,923
Accretion of Class A ordinary shares to redemption value	$	138,878		$	570,793

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-110

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of March 31, 2025, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through March 31, 2025 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”), which closed on February 17, 2023, as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

F-111

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

F-112

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

On November 10, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “2023 Extension Funds”), pursuant to which the 2023 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of March 31, 2025 and December 31, 2024, there were $360,000 of outstanding borrowings under the 2023 Extension Note.

On November 14, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “2024 Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to give the Board the right to extend the date by which the Company has to consummate a Business Combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board (the “2024 Extension Amendment”). In connection with the 2024 Extension Amendment, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “2024 Extension Redemption”). As a result of the 2024 Extension Redemption, an aggregate amount of approximately $36.3 million (approximately $11.24 per share) was removed from the Trust Account to pay such holders. Following the 2024 Extension Redemption, the Company has 652,170 public shares outstanding.

F-113

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

On November 14, 2024, the Company issued a promissory note (the “2024 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “2024 Extension Funds”), pursuant to which the 2024 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.046 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2025, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of March 31, 2025 and December 31, 2024, there was $120,000 and $60,000 of outstanding borrowings under the 2024 Extension Note, respectively.

On January 7, 2025, the Company received a deficiency letter from the staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 32 consecutive business days, the Company’s market value of listed securities was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A).

On March 19, 2025, the Company received a deficiency letter from the staff of the Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(b)(2)(B) since the Company did not maintain 1,100,000 publicly held shares as required under the continued listing standards of the Public Shares Requirement. The notification received has no immediate effect on the Company’s Nasdaq listing. The Nasdaq rules provide the Company 45 calendar days, or until May 5, 2025, to submit a plan to regain compliance and a compliance period of up to 180 calendar days, or until September 15, 2025, in which to evidence compliance with the Public Shares Requirement.

On April 22, 2025, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to April 18, 2025 (Note 10).

On April 29, 2025, the Company received a deficiency letter from the staff of the Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement under the continued listing standards of The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2) (the “MVPHS Requirement”). The Company intends to monitor its MVPHS and may, if appropriate, consider available options to regain compliance with the MVPHS Requirement and continue the listing of its securities on Nasdaq. The Company intends to monitor its MVPHS and may, if appropriate, consider available options to regain compliance with the MVPHS Requirement and continue the listing of its securities on Nasdaq (see Note 10).

F-114

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Going Concern Consideration

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. As of March 31, 2025 and December 31, 2024, the Company has no outstanding borrowings under the Working Capital Loans.

F-115

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company may extend the time to consummate a Business Combination on a monthly basis from November 18, 2024 until November 18, 2025, as determined by the Board. It is uncertain that the Company will be able to consummate a Business Combination during this time period. If a Business Combination is not consummated by November 18, 2025 (if extended by the full amount of time), there will be a mandatory liquidation and subsequent dissolution.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 7, 2025. The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Reclassification of prior year presentation

Emerging Growth Company

F-116

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $850 and $15,073 in cash as of March 31, 2025 and December 31, 2024, respectively, and no cash equivalents as of such dates.

Investments in Trust Account

At March 31, 2025 and December 31, 2024, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. The Company accounts for its investments as trading securities under ASC 320 (Investments-Debt and Equity Securities), where securities are presented at fair value on the condensed balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the condensed statements of operations.

Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at March 31, 2025 and December 31, 2024, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

F-117

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

At March 31, 2025 and December 31, 2024, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Ordinary shares subject to possible redemption, December 31, 2023		40,760,613
Less:
Redemption of ordinary shares		(36,300,937	)
Plus:
Remeasurement of carrying value to redemption value		2,946,963
Ordinary shares subject to possible redemption, December 31, 2024	$	7,406,639
Plus:
Remeasurement of carrying value to redemption value		138,878
Ordinary shares subject to possible redemption, March 31,<br> 2025	$	7,545,517

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Offering Costs

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has determined there is a possibility it will be considered a Chinese Income Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $514,765 and $447,288 for Chinese Income Tax as of March 31, 2025 and December 31, 2024, respectively. For the three months ended March 31, 2025 and 2024, the Company recorded an income tax expense, including interest and penalties of $67,477 and $10,846, respectively, related to the Chinese Income Tax estimate. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of the date of filing of these financial statements, the Company has not filed any tax return in China nor paid the amount due for the periods ended March 31, 2025 and December 31, 2024. Management believes that 50% to 500% penalties on underpayment of Chinese income taxes payable cannot be reliably measured. Management estimated that interest and penalties on the unpaid balance of Chinese income taxes payable to be as of March 31, 2025 and 2024 are $67,477 and $0, respectively.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

F-118

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

VAT and surcharges

The Company has determined there is a possibility it will be considered a Chinese Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $332,208 and $326,939 for Chinese VAT and surcharges as of March 31, 2025 and December 31, 2024, respectively. For the three months ended March 31, 2025 and 2024, the Company recorded a Chinese VAT and surcharges of $5,269 and $36,360, respectively. The Chinese VAT and surcharges were recorded in the Company’s statements of operations. As of the date of filing of these financial statements, the Company has not filed any tax return in China nor paid the amount due for the periods ended March 31, 2025 and December 31, 2024.

Derivative Financial Instruments

Warrant Instruments

Net (Loss) Income per Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants to purchase 7,617,500 ordinary shares is contingent upon the occurrence of future events. As of March 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

F-119

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):

	For the Three Months Ended March<br> 31,
	2025						2024
	Redeemable			Non-redeemable			Redeemable		Non-redeemable
Basic and diluted net (loss)income per ordinary share
Numerator:
Allocation of net (loss)income	$	(82,681	)	$	(323,031	)	$	19,644	$	12,895
Denominator:
Basic and diluted weighted average<br> ordinary shares outstanding		652,170			2,548,000			3,881,692		2,548,000
Basic and diluted net (loss) income per ordinary share	$	(0.13	)	$	(0.13	)	$	0.01	$	0.01

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 became effective as of December 31, 2024 and the Company’s management adopted this ASU 2023-07 in its financial statements and related disclosures (see Note 9).

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

F-120

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 3 - PUBLIC OFFERING

NOTE 4 - PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 545,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,450,000 from the Company in the Private Placement. Each Private Unit consists of one Private Share, one right (“Private Right”) and one redeemable warrant (“Private Warrant”). Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination (see Note 7). Each whole Private Warrant will be exercisable for one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will expire worthless.

NOTE 5 - RELATED PARTY TRANSACTIONS

Founder Shares

On July 8, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 1,150,000 ordinary shares (the “Founder Shares”). In August 2021, the Company effected a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares include an aggregate of up to 225,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Shares and the Representative Shares, as defined in Note 6) upon the completion of the Initial Public Offering. On February 17, 2023, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, there are no shares subject to forfeiture.

F-121

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Administrative Services Agreement

The Company entered into an agreement, commencing on February 15, 2023, to pay the Sponsor or its affiliate up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2025, the Company incurred $30,000 in fees for these services, which amount is included in accrued expenses in the accompanying condensed balance sheets. For the three months ended March 31, 2024, the Company incurred $30,000 in fees for these services, $20,000 of which was paid during the period, while the remaining $10,000 is included in accrued expenses in the accompanying condensed balance sheets.

Due from Sponsor

Through March 31, 2024, the Company advanced an aggregate amount of $136,923 from the Company’s operating account into the Trust Account on the Sponsor’s behalf to extend the time the Company has to complete an initial Business Combination. On April 9, 2024, the Sponsor reimbursed the Company for the outstanding $136,923 of advances it made on Sponsor’s behalf. As of March 31, 2025 and December 31, 2024, amounts due from Sponsor are nil.

Advances from Sponsor

The advances from Sponsor represents the amounts paid by the Sponsor on behalf of the Company in excess of the limit that can be drawn against the promissory note. As of March 31, 2025 and December 31, 2024, there was $139,263 and $923 of outstanding balances in advances from Sponsor, respectively.

Promissory Note - Sponsor

On July 8, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was able to borrow up to an aggregate principal amount of $150,000. The note was non-interest bearing and was payable on the earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. In November 2022 the note was amended and the note became payable on the earlier of (i) June 30, 2023 and (ii) the completion of the Initial Public Offering. The outstanding balance of $150,000 was repaid to the Sponsor on March 28, 2023. As of March 31, 2025 and December 31, 2024, there was no outstanding borrowings on the promissory note, and borrowings under the promissory note are no longer available.

On February 26, 2024, the Company issued an unsecured promissory note (the “2024 Note”) in the aggregate principal amount of up to $1,000,000 to the Sponsor, for the Company’s working capital needs. The 2024 Note does not bear interest and matures upon the earlier of the consummation of an initial Business Combination by the Company or the date of the Company’s liquidation. As of March 31, 2025 and December 31, 2024, total borrowings under this note amounted to $874,239 and $764,274, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2025 and December 31, 2024, the Company has no outstanding borrowings under the Working Capital Loans.

F-122

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Extension Note - Sponsor

As discussed in Note 1, on November 10, 2023, the Company issued the 2023 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. In addition, on November 14, 2024, the Company issued the 2024 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the 2024 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.046 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2025, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of March 31, 2025 and December 31, 2024, there were $480,000 and $420,000, respectively, of outstanding borrowings under the Extension Notes.

NOTE 6 - COMMITMENTS

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

F-123

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Underwriting Agreement

The underwriters were also entitled to a cash underwriting discount of $0.30 per Unit, or $2,070,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

Business Combination Marketing Agreement

Business Combination Agreement

F-124

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

On January 17, 2025, the Company, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the second amendment to the Business Combination Agreement (the “BCA Second Amendment”) to, among others, clarify that Pubco ADSs shall not be issued to any Company or Youlife shareholders that hold restricted shares, including those subject to lock-up restrictions, and those shareholders will instead receive Pubco ordinary shares.

Lock-Up Agreements

Shareholder Support Agreements

Non-Competition and Non-Solicitation Agreements

Vendor Agreement

On March 5, 2024, the Company entered into an agreement with a vendor for legal and consulting services, rendering the previous agreement with the same vendor entered into in 2023 void. The agreement provides that the Company will pay the vendor $500,000 as follows: (i) $200,000, which had already been paid, (ii) $50,000 by no later than March 15, 2024; (iii) $100,000 upon execution of the business combination agreement, or the merger agreement, as the case may be; and (iv) $150,000 upon submission of the S-4/F-4 proxy to the SEC. Additionally, if the Business Combination closes, the Company will make a final additional payment of $950,000. If the Business Combination does not close, the Company shall not be responsible for any further payments. On May 4, 2023, the Company paid the $200,000 retainer based on the previous agreement entered into 2023, which was carried forward to the current agreement. As of December 31, 2023, $169,935 has been charged against the retainer amount, and the remainder of $30,065 was recorded as prepaid expenses. The $30,065 prepaid amount was fully utilized during the year ended December 31, 2024 and this amount was charged to expense. On April 10, 2024, the Company paid the second installment payment of $50,000. In addition, the Company incurred additional business combination fees of $674,821 in relation to this agreement, $210,073 of which has been billed as of March 31, 2025 while the remaining unbilled amount of $464,748 has been included in the accrued expenses balance in the accompanying condensed balance sheets.

F-125

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 7 - SHAREHOLDERS’ DEFICIT

Preference Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At March 31, 2025 and December 31, 2024, there were no preference shares issued and outstanding.

The Company is authorized to issue 220,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. In August 2021, the Company effected a share dividend of 0.25 shares for each founder share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. At March 31, 2025 and December 31, 2024, there were 2,548,000 ordinary shares issued and outstanding, which includes 1,725,000 Founders Shares, 545,000 shares in the Private Units, 278,000 Representative Shares, and excluding 652,170 ordinary shares subject to possible redemption. As a result of the underwriters’ election to fully exercise their over-allotment option on February 17, 2023, a total of 225,000 Founder Shares and 33,000 representative shares are no longer subject to forfeiture.

F-126

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

●	in whole and not in part;
●	at a price of $0.01 per Public Warrant;
---	---
●	upon not less than 30 days’ prior written notice of redemption<br> to each warrant holder;
---	---
●	if, and only if, the reported last sale price of the ordinary shares<br> equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any<br> 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business<br> day prior to the notice of redemption to warrant holders; and
---	---
●	if, and only if, there is a current registration statement in effect<br> with respect to the ordinary shares underlying such warrants.
---	---

F-127

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Representative Shares

Representative Warrants

F-128

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 8 - FAIR VALUE MEASUREMENTS

Level 1:	Quoted prices in active markets for identical assets or liabilities.<br> An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency<br> and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs<br> include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in<br> markets that are not active.
---	---
Level 3:	Unobservable inputs based on our assessment of the assumptions that<br> market participants would use in pricing the asset or liability.
---	---

At March 31, 2025, assets held in the Trust Account were comprised of $7,595,517 in money market funds which are invested in U.S. government securities. During the quarter ended March 31, 2025, the Company had no withdrawals from the Trust Account.

At December 31, 2024, assets held in the Trust Account were comprised of $7,456,639 in money market funds which are invested in U.S. government securities. During the period ended December 31, 2024, the Company withdrew $36,300,937 from the Trust Account in connection with shareholder redemptions.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		March 31,		December 31,
	Level	2025		2024
Assets:
Investments held in the Trust Account	1	$	7,595,517	$	7,456,639

F-129

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 9 - SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the Three Months Ended March 31, 2025		For the Three Months Ended March 31, 2024
Operating and formation costs	$	411,373	$	461,331
Interest earned on investments held in the Trust Account	$	78,407	$	541,076

The key measures of segment profit or loss reviewed by our CODM are interest earned on investments held in the Trust Account and operating and formation costs. The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

F-130

DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 10 - SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On April 16, 2025, the Company and Pubco entered into a subscription agreement with an investor to purchase 1,184,949 Class A ordinary shares of Pubco, par value $0.0001 per share, at a price of $10.00 per share, for an aggregate purchase price of $11,849,490, in a private placement to be consummated simultaneously with the closing of the Business Combination. Ms. Yunqiu Dai, a director of Youlife is the sole director of the investor. The consummation of the transactions contemplated by the subscription agreement is conditioned on the substantially concurrent closing of the Business Combination and other customary closing conditions. The investor was granted certain customary resale registration rights in the subscription agreement.

On April 28, 2025, the Company and Pubco entered into additional subscription agreements with additional investors to purchase an aggregate of 1,520,000 Class A ordinary shares of Pubco, at a price of $10.00 per share, for an aggregate purchase price of $15,200,000, in a private placement to be consummated simultaneously with the closing of the Business Combination. The consummation of the transactions contemplated by these subscription agreements is conditioned on the substantially concurrent closing of the Business Combination and other customary closing conditions. The investors were granted certain customary resale registration rights in the subscription agreements.

F-131

Exhibit 1.1

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM

AND

ARTICLES OF ASSOCIATION OF

Youlife Group Inc.

优蓝国际控股集团有限公司

(Adopted by a SpecialResolution passed on 21 February 2025 and effective immediately prior to the time the Second Merger (as defined in the Special Resolutionspassed on 21 February 2025) is effective)

| *www.verify.gov.ky File#: 408752* |

| --- |

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

Youlife Group Inc.

优蓝国际控股集团有限公司

(Adopted by a Special Resolution passed on 21February 2025 and effective immediately prior to the time the Second Merger (as defined in the Special Resolutions passed on 21 February2025) is effective)

1.	The name of the Company is Youlife Group Inc. 优蓝国际控股集团有限公司.
2.	The registered office of the Company shall be situated at the office of Campbells Corporate Services Limited,<br>Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands, or at such other place in the Cayman Islands as the directors<br>may at any time decide.
---	---
3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out<br>any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as revised).
---	---
4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question<br>of corporate benefit as provided by Section 27 (2) of the Companies Act (as revised).
---	---
5.	Nothing in the preceding paragraphs shall be deemed to permit the Company to carry on the business of<br>a bank or trust company without being licensed in that behalf under the provisions of the Banks and Trust Companies Act (as revised),<br>or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without<br>being licensed in that behalf under the provisions of the Insurance Act (as revised), or to carry on the business of company management<br>without being licensed in that behalf under the Companies Management Act (as revised).
---	---
6.	The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance<br>of the business of the Company carried on outside the Cayman Islands, but nothing in this paragraph shall be so construed as to prevent<br>the Company effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands any of its power necessary for<br>the carrying on of its business outside the Cayman Islands.
---	---
7.	The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.
---	---
8.	The share capital of the Company is US$50,000 divided into 400,000,000 Class A Ordinary shares with a<br>par value of USD 0.0001 each and 100,000,000 Class B Ordinary shares with a par value of USD 0.0001 each; each with power for the Company,<br>subject to the provisions of the Companies Act (as revised) and the Articles of Association, to redeem or purchase any of its shares and<br>to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased<br>or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions<br>or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether<br>stated to be ordinary, preference or otherwise, shall be subject to the powers on the part of the Company hereinbefore provided.
---	---
9.	The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction<br>outside the Cayman Islands and to be deregistered in the Cayman Islands.
---	---
10.	Capitalized terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association<br>of the Company.
---	---

| *www.verify.gov.ky File#: 408752* |

| --- | | 1 |

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF

ASSOCIATION

Youlife Group Inc.

优蓝国际控股集团有限公司

(Adopted by a Special Resolution passedon 21 February 2025 and effective immediately prior to the time the Second Merger (as defined in the Special Resolutions passed on 21February 2025) is effective)

Preliminary

1.	The regulations contained in Table A in the First Schedule of the Law shall not apply to the Company and the following regulations<br>shall be the Articles of Association of the Company.
2.	In these Articles:
---	---
(a)	the following terms shall have the meanings set opposite if<br>not inconsistent with the subject or context:
---	---
“allotment”	shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of those shares;
---	---
“Articles”	these articles of association of the Company as from time to time amended by Special Resolution;
“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor of the audit committee;
“Board” or “Board of Directors”	means the board of directors of the Company;
“Class A Ordinary Shares”	means the Class A Ordinary Shares in the capital of the Company having a par value of USD 0.0001, which shall have the same rights, including dividends rights, in all circumstance as Class B Ordinary Shares except for the conversion right as set out in Article 6 and the voting right at general meetings as set out in Article 75;
“Class B Ordinary Shares”	means the Class B Ordinary Shares in the capital of the Company having a par value of USD 0.0001 which shall have the same rights, including dividends rights, in all circumstance as Class A Ordinary Shares except for the conversion right as set out in Article 6 and the voting right at general meetings as set out in Article 75;
“clear days”	in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Clearing House”	a clearing house recognized by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;
“Company”	the above named company;

| *www.verify.gov.ky File#: 408752* |

| --- | | 2 | | “Company’s Web-site” | means the website of the Company, its web-address or domain name; | | --- | --- | | “Compensation Committee” or “Remuneration Committee” | the compensation committee or the remuneration committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor of the compensation committee or remuneration committee; | | “Designated Stock Exchange” | the Nasdaq Capital Market and any other stock exchange or interdealer quotation system on which shares in the capital of the Company are listed or quoted; | | “Directors” | means the Directors for the time being of the Company or, as the case may be, those Directors assembled as a board or as a committee of the board; | | “dividend” | includes a distribution or interim dividend or interim distribution; | | “electronic” | has the same meaning as in the Electronic Transactions Act (as revised); | | “electronic communication” | a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including SEC’s website) or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; | | “electronic record” | has the same meaning as in the Electronic Transactions Act (as revised); | | “electronic signature” | has the same meaning as in the Electronic Transactions Act (as revised); | | “Equity Securities” | shares and any securities convertible into or exchangeable or exercisable for shares; | | “Exchange Act” | the Securities Exchange Act of 1934, as amended; | | “executed” | means any mode of execution; | | “holder” | in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share; | | “Indemnified Person” | means every Director, alternate Director, Secretary or other officer for the time being or from time to time of the Company; | | “Independent Directors” | means a Director who is an independent director as defined in any Designated Stock Exchange Rules or in Rule 10A-3 under the Exchange Act, as the case may be; | | “Islands” | the British Overseas Territory of the Cayman Islands; | | “Law” | the Companies Act (as revised) of the Cayman Islands; | | “Member” | has the same meaning as in the Law; | | “Memorandum” | the memorandum of association of the Company as from time to time amended; | | “month” | a calendar month; | | “Nomination and Governance Committee” | the nomination and governance committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor of the nomination and governance committee; |

| *www.verify.gov.ky File#: 408752* |

| --- | | 3 | | “officer” | includes a Director or a Secretary; | | --- | --- | | “Ordinary Resolution” | a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; | | “Ordinary Shares” | means the Class A Ordinary Shares and the Class B Ordinary Shares, collectively; | | “Other Indemnitors” | means persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in connection with such Indemnified Persons involvement in the management of the Company; | | “paid up” | means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up; | | “Person” | any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organization or any other entity or governmental entity; | | “Register of Members” | the register of Members required to be kept pursuant to the Law; | | “Seal” | the common seal of the Company including every duplicate seal; | | “SEC” | the United States Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; | | “Secretary” | any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary; | | “Securities Act” | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time; | | “share” | a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or implied) and includes a fraction of a share; | | “signed” | includes an electronic signature or a representation of a signature affixed by mechanical means; | | “Special Resolution” | a resolution (i) which has been passed by a majority of not less than two-thirds (or, in respect of any resolution to approve any amendments to any provisions of these Articles that relate to or have an impact upon the procedures regarding the election, appointment, removal of Directors and/or the size of the Board, by two-thirds) of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; |

| *www.verify.gov.ky File#: 408752* |

| --- | | 4 | | “subsidiary” | a company is a subsidiary of another company if that other company: | | | --- | --- | --- | | | (i) | holds a majority of the voting rights in it; | | | (ii) | is a member of it and has the right to appoint or remove a majority of its board of directors; or | | | (iii) | is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or | | | (iv) | is a subsidiary of a company which is itself a subsidiary of that other company. For the purpose of this definition the expression “company” includes any body corporate established in or outside of the Islands; | | “Transfer” | with respect to any Equity Securities of the Company, any sale, assignment, Lien, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly (including the Transfer of a controlling interest in any entity the assets of which consist at least in part of Equity Securities). “transferor” and “transferee” have meanings corresponding to the foregoing; | | --- | --- | | “Treasury Share” | means a Share held in the name of the Company as a treasury share in accordance with the Law; | | “U.S. Person” | means a Director who is citizen or resident of the United States of America; | | “written” and “in writing” | includes all modes of representing or reproducing words in visible form including in the form of an electronic record; | | (b) | unless the context otherwise requires, words or expressions defined in the law shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company; | | --- | --- | | (c) | unless the context otherwise requires: | | --- | --- | | (i) | words importing the singular number shall include the plural number and vice-versa; | | --- | --- | | (ii) | words importing the masculine gender only shall include the feminine gender; and | | --- | --- | | (iii) | words importing persons only shall include companies or associations or bodies of person whether incorporated or not; | | --- | --- | | (d) | the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative; | | --- | --- | | (e) | the headings herein are for convenience only and shall not affect the construction of these Articles; | | --- | --- | | (f) | references to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force; and | | --- | --- | | (g) | where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose. | | --- | --- |

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Commencement of Business

3.	The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only<br>some of the shares may have been allotted.
4.	The Directors may pay, out of the capital or any other monies<br>of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.
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Situation of offices of the Company

5.	(a)	The registered office of the Company shall be situated at the office of Campbells Corporate Services Limited, Floor 4, Willow<br>House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands, or at such other place in the Cayman Islands as the directors may at any<br>time decide.
(b)	The Company, in addition to its registered office, may establish<br>and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Directors may from time to time<br>determine.
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Conversion Rights

Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time by the holder thereof by written notice to the Company, in which event the Company shall repurchase the relevant Class B Ordinary Shares out of proceeds of fresh issue of the equal number of Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. The Company shall at all times keep available out of its authorized but unissued Class A Ordinary Shares such number of Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all of the outstanding Class B Ordinary Shares.

Shares

7.	(a)	Subject to the rules of any Designated Stock Exchange<br>and to the provisions, if any, in the Memorandum and these Articles, the Directors have general and unconditional authority to allot,<br>grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital of the Company without the approval<br>of holders of Shares (whether forming part of the original or any increased share capital), either at a premium or at par, with or without<br>preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and<br>to such persons, on such terms and conditions, and at such times as the Directors may decide, but so that no share shall be issued at<br>a discount, except in accordance with the provisions of the Law. In particular and without prejudice to the generality of the foregoing,<br>the Board is hereby empowered to authorize by resolution or resolutions from time to time and without the approval of holders of Shares<br>the issuance of one or more classes or series of preferred Shares, to cause to be issued such preferred shares and to fix the designations,<br>powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions<br>thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion<br>rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease<br>the size of any such class or series (but not below the number of Shares of any class or series of preferred Shares then outstanding)<br>to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment<br>of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to,<br>rank equally with or be junior to the preferred Shares of any other class or series.
(b)	The Company shall not issue shares or warrants to bearer.
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(c)	Subject to the rules of any Designated Stock Exchange, the<br>Directors have general and unconditional authority to issue warrants or convertible securities of similar nature conferring the right<br>upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company to such<br>persons, on such terms and conditions, and at such times as the Directors may decide.
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(d)	The Company may issue fractions of a share of any class and<br>a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par<br>value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights<br>and other attributes of a whole share of that class of shares.
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| --- | | 6 | | 8. | The Company may, in so far as the Law permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful. | | --- | --- | | 9. | Except as required by Law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder. | | --- | --- | | 10. | (a) | If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by these Articles or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be any one or more persons holding or representing by proxy not less than one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll; | | --- | --- | --- | | (b) | The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. | | --- | --- | | 11. | The Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution shall, unless otherwise agreed at the time of such contribution is made, be treated as share premium and shall be subject to the provisions of the Law and these Articles applicable to share premium. | | --- | --- |

Share Certificates

12.	A Member shall only be entitled to a share certificate if the Directors resolve that share certificates<br>shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates<br>shall be signed by one or more Directors or other person authorized by the Directors. The Directors may authorize certificates to be issued<br>with the authorized signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise<br>identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled<br>and subject to the Articles and no new certificate shall be issued until the former certificate representing a like number of relevant<br>Shares shall have been surrendered and cancelled. The Company shall be authorized to issue Shares in uncertificated form.
13.	Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
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14.	If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any)<br>as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors<br>may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
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Lien

15.	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all<br>moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare<br>any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any<br>amount in respect of it.
16.	The Company may sell in such manner as the Directors determine any shares on which the Company has a lien<br>if a sum in respect of which the lien exists is presently payable and is not paid within fourteen (14) clear days after notice has been<br>given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment<br>and stating that if the notice is not complied with the shares may be sold.
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17.	To give effect to a sale the Directors may authorize some person to execute an instrument of transfer<br>of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be<br>affected by any irregularity or invalidity in the proceedings in reference to the sale.
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18.	The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the<br>sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate<br>for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid<br>to the person entitled to the shares at the date of the sale.
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Calls on shares and Forfeiture

19.	Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any<br> moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least<br> fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice<br> the amount called on his shares. A call may be required to be paid by installments. A call may, before receipt by the Company of any<br> sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a<br> call is made shall remain liable for calls made upon him notwithstanding<br>the subsequent transfer of the shares in respect of which the call was made.
20.	A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call was passed.
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21.	The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
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22.	If a call remains unpaid after it has become due and payable the person from whom it is due and payable<br>shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment<br>of the share or in the notice of the call or, if no rate is fixed, at an annual rate of ten percent (10%) but the Directors may waive<br>payment of the interest wholly or in part.
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23.	An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal<br>value or premium or as an installment of a call, shall be deemed to be a call, and if it is not paid when due all the provisions of the<br>Articles shall apply as if that amount had become due and payable by virtue of a call.
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24.	Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders<br>in the amounts and times of payment of calls on their shares.
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| --- | | 8 | | 25. | If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. | | --- | --- | | 26. | If the notice is not complied with any share in respect of which it was given may, before the payment is required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture. | | --- | --- | | 27. | Subject to the provisions of the Law, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale, re-allotment or other disposition, the forfeiture may be canceled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorize any person to execute an instrument of transfer of the share to that person. | | --- | --- | | 28. | A person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent (10%) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. | | --- | --- | | 29. | A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share. | | --- | --- |

Transfer of Shares

30.	Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer<br>in the usual or common form or in a form prescribed by any Designated Stock Exchange or in any other form approved by the Board and may<br>be under hand or, if the transferor or transferee is a Clearing House, by hand or by electronic machine imprinted signature or by such<br>other manner of execution as the Board may approve from time to time.
31.	The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided<br>that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its<br>discretion to do so. Without prejudice to Article 30, the Board may also resolve, either generally or in any particular case, upon request<br>by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder<br>of the share until the name of the transferee is entered in the Register of Members in respect thereof. Nothing in these Articles shall<br>preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allottee in favour of<br>some other person.
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32.	(1) The Board may, in its absolute discretion, and without giving any reason therefore, refuse to register<br>a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share<br>incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice<br>to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that<br>is not a fully paid up share on which the Company has a lien.
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(2)	The Board may, in its absolute discretion, and without giving any reason therefore, determine that the<br>Company shall maintain one or more branch registers of Members in accordance with the Law. The Board may also, in its absolute discretion,<br>and without giving any reason therefore, determine which register of Members shall constitute the principal register and which shall constitute<br>the branch register or registers, and to vary such determination from time to time.
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| --- | | 9 | | 33. | Without limiting the generality of Article 32, the Board may decline to recognize any instrument of transfer unless: | | --- | --- | | (a) | a fee of such maximum sum as any Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof; | | --- | --- | | (b) | the instrument of transfer is in respect of only one class of shares; | | --- | --- | | (c) | the Shares are fully paid and free of any lien; | | --- | --- | | (d) | the instrument of transfer is lodged at the registered office or such other place at which the Register of Members is kept in accordance with the accompanied by any relevant share certificate(s) and/or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and | | --- | --- | | (e) | if applicable, the instrument of transfer is duly and properly stamped. | | --- | --- | | 34. | If the Directors refuse to register a transfer of a share, they shall within one month after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal. | | --- | --- | | 35. | The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of any Designated Stock Exchange, be suspended and the Register of Members be closed at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. | | --- | --- | | 36. | The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given. | | --- | --- |

Transmission of Shares

37.	If a Member dies the survivor, or survivors where he was a joint holder, and his personal representatives<br>where he was a sole holder or the only survivor of joint holders shall be the only persons recognized by the Company as having any title<br>to his interest; but nothing in the Articles shall release the estate of a deceased Member from any liability in respect of any share<br>which had been jointly held by him.
38.	A person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon<br>such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person<br>nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If<br>he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating<br>to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the<br>Member and the death or bankruptcy of the Member had not occurred.
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39.	A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the<br>rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder<br>of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of<br>any class of shares in the Company.
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Changes of Capital

40.	(a)	Subject to and in so far as permitted by the provisions of the Law, the Company may from time to time by Ordinary Resolution alter<br>or amend the Memorandum to:
(i)	increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
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(ii)	consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;
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(iii)	convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;
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(iv)	sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum; and
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(v)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and<br>diminish the amount of its share capital by the amount of the shares so cancelled.
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(b)	Except so far as otherwise provided by the conditions of issue, the new shares shall be subject to the<br>same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original<br>share capital.
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41.	Whenever as a result of a consolidation of shares any Members would become entitled to fractions of a<br>share, the Directors may, on behalf of those Members, sell the shares representing the fractions for the best price reasonably obtainable<br>to any person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion<br>among those Members, and the Directors may authorize some person to execute an instrument of transfer of the shares to, or in accordance<br>with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his<br>title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
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42.	The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with, and subject<br>to, any incident, consent, order or other matter required by law.
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Redemption and Purchase of Own Shares

43.	Subject to the provisions of the Law and these Articles, the Company may:
(a)	issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such<br>terms and in such manner as the Directors may, before the issue of shares, determine;
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(b)	purchase its own shares (including any redeemable shares) in such manner and on such terms as the Directors may determine and agree<br>with the relevant Member; and
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(c)	make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Law, including out of capital.
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44.	The Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorized<br>by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie<br>(or partly in one and partly in the other).
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45.	Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights<br>in respect thereof (excepting always the right to receive (i) the price therefore and (ii) any dividend which had been declared in respect<br>thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register of Members with<br>respect thereto and the share shall be cancelled.
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Treasury Shares

46.	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury<br>Share.
47.	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including,<br>without limitation, for nil consideration).
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Register of Members

48.	The Company shall maintain or cause to be maintained an overseas or local Register of Members in accordance with the Law.
49.	The Directors may determine that the Company shall maintain one or more branch registers of Members in<br>accordance with the Law. The Directors may also determine which register of Members shall constitute the principal register and which<br>shall constitute the branch register or registers, and to vary such determination from time to time.
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Closing Register of Members or Fixing Record Date

50.	For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or<br>any adjournment thereof, or Members entitled to receive payment of any dividend or other distribution, or in order to make a determination<br>of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period<br>which shall not in any case exceed forty (40) clear days. If the Register shall be so closed for the purpose of determining those Members<br>that are entitled to receive notice of, attend or vote at a meeting of Members, the Register shall be so closed for at least ten (10)<br>clear days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.
51.	In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears<br>a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any<br>adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or other distribution,<br>or in order to make a determination of Members for any other purpose.
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52.	If the Register of Members is not so closed and no record date is fixed for the determination of Members<br>entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend or other distribution,<br>the date on which notice of the meeting is sent or posted or the date on which the resolution of the Directors resolving to pay such dividend<br>or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination<br>of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any<br>adjournment thereof.
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General Meetings

53.	All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify<br>the meeting as such in the notices calling it.
54.	The Company may, but shall not (unless required by the Law) be obliged to, in each year hold a general<br>meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall<br>be held at such time and place as the Directors shall appoint. At these annual general meetings the report of the Directors (if any) shall<br>be presented.
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55.	The Directors may, whenever they think fit, convene an extraordinary general meeting of the Company, and<br>they shall on a Members’ requisition in accordance with the Articles forthwith proceed to convene an extraordinary general meeting<br>of the Company.
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56.	A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than one-fourth,<br>in par value of the issued shares which as at that date carry the right to vote at general meetings of the Company.
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57.	The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the<br>registered office, and may consist of several documents in like form each signed by one or more requisitionists.
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58.	If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors<br>do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting<br>to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights<br>of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day<br>which falls three months after the expiration of the said twenty-one day period.
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59.	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which<br>general meetings are to be convened by Directors.
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Notice of General Meetings

60.	At least ten (10) clear days’ notice specifying the place, the day and the hour of each general<br>meeting and the general nature of such business to be transacted thereat shall be given in the manner hereinafter provided, or in such<br>other manner (if any) as may be prescribed by Ordinary Resolution, to such persons as are entitled to vote or may otherwise be entitled<br>under these Articles to receive such notices from the Company; provided that a general meeting of the Company shall, whether or not the<br>notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been<br>complied with, be deemed to have been duly convened if it is so agreed:
(a)	in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
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(b)	in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,<br>together holding not less than 95%, in par value of the Shares giving that right.
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61.	The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled<br>to receive notice shall not invalidate the proceedings at that general meeting.
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Proceedings at General Meetings

62.	No business shall be transacted at any meeting unless a quorum is present at the time when the meeting<br>proceeds to business. Members holding not less than an aggregate of one-third in nominal value of the total issued voting shares in the<br>Company entitled to vote upon the business to be transacted, being individuals present in person or by proxy or if a corporation or other<br>non-natural person by its duly authorised representative or proxy shall be a quorum.
63.	If a quorum is not present within half an hour from the time appointed for the meeting to commence or<br>if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved<br>and in any other case it shall stand adjourned and shall reconvene on the same day in the next week at the same time and/or place or to<br>such other day, time and/or place as the Directors may determine, and if at the reconvened meeting a quorum is not present within half<br>an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.
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64.	If the Directors wish to make this facility available for a specific general meeting or all general meetings<br>of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment<br>by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute<br>presence in person at the meeting.
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65.	The chairman of the board of Directors or in his absence some other Director nominated by the Directors<br>shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) is present within fifteen minutes<br>after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman<br>and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman, or<br>if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present in person or by<br>proxy and entitled to vote shall choose one of their number to be chairman.
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66.	The order of business at each such meeting shall be as determined by the chairman of the meeting. The<br>chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts<br>and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures<br>for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions<br>on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman<br>of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon<br>which the Members will vote at such meeting.
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| --- | | 13 | | 67. | A Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company. | | --- | --- | | 68. | The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven (7) clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice. | | --- | --- | | 69. | At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorized by Ordinary Resolution. Where a separate vote by a class or classes or series is required, the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such series). | | --- | --- | | 70. | At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. | | --- | --- | | 71. | A poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. | | --- | --- | | 72. | In the case of equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have. | | --- | --- | | 73. | Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may not be taken by written resolution of the Members. | | --- | --- | | 74. | If for so long as the Company has only one Member: | | --- | --- | | (a) | in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorized representative of that Member is a quorum and Article 62 is modified accordingly; | | --- | --- | | (b) | the sole Member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and | | --- | --- | | (c) | all other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise). | | --- | --- |

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Votes of Members

75.	Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings<br>of the Company. Except with respect to any matter requiring a separate class vote under the Law or these Articles, holders of Class A<br>Ordinary Shares and holders of Class B Ordinary Shares shall at all times vote as one class on all matters submitted to the vote by Members<br>at general meetings of the Company, (x) each Class A Ordinary Share shall entitle its holder to one (1) vote on such matter and (y) each<br>Class B Ordinary Share shall entitle its holder to twenty (20) votes on such matter. Subject to any rights or restrictions attached to<br>any shares, every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorized<br>representative not being himself a Member entitled to vote, shall have one vote, and on a poll every Member and every person representing<br>a Member by proxy shall have the respective vote(s) which each share is entitled to hereunder.
76.	In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person<br>or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order<br>in which the names of the holders stand in the Register of Members.
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77.	A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands<br>or elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other person authorized in that<br>behalf appointed by that court, and any such receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction<br>of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the<br>Company, or at such other place as is specified in accordance with the Articles for the deposit or delivery of forms of appointment of<br>a proxy, or in any other manner specified in the Articles for the appointment of a proxy, not less than forty-eight eight hours before<br>the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right<br>to vote shall not be exercisable.
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78.	No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting<br>or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share<br>held by him unless all moneys presently payable by him in respect of that share have been paid.
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79.	No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting<br>at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time<br>shall be referred to the chairman whose decision shall be final and conclusive.
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80.	Votes may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member<br>from attending and voting at the meeting or at any adjournment of it.
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81.	A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.
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82.	Subject as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in<br>any other form which the Directors may approve and shall be executed by or on behalf of the appointor save that, subject to the Law, the<br>Directors may accept the appointment of a proxy received in an electronic communication at an address specified for such purpose, on such<br>terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider<br>necessary to determine the validity of any appointment pursuant to this Article.
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| --- | | 15 | | 83. | The form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may: | | --- | --- | | (a) | in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; | | --- | --- | | (b) | in the case of an appointment of a proxy contained in an electronic communication, where an address has been specified by or on behalf of the Company for the purpose of receiving electronic communications: | | --- | --- | | (i) | in the notice convening the meeting; or | | --- | --- | | (ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or | | --- | --- | | (iii) | in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting; | | --- | --- |

be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;

(c)	in the case of a poll taken more than forty-eight eight hours after it is demanded, be deposited or delivered<br>as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the<br>taking of the poll; or
(d)	where the poll is taken immediately but is taken not more than forty-eight eight hours after it was demanded, be delivered at the<br>meeting at which the poll was demanded to the chairman or to the secretary or to any Director;
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and a form of appointment of proxy which is not deposited or delivered in accordance with this Article is invalid.

84.

Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

85.

A vote or poll demanded by proxy or by the duly authorized representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an electronic communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

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Number of Directors

86.	The Board shall consist of such number of Directors as a majority of the Directors then in office may determine from time to time.
87.	The Board of Directors may elect to have a chairman of the Board of Directors, who should be elected and<br>appointed by a majority of the Directors then in office. The Board of Directors may also elect to have a vice-chairman of the Board of<br>Directors, who should be elected and appointed by a majority of the Directors then in office. The period for which the chairman and the<br>vice-chairman shall hold office shall be determined by a majority of the Directors then in office. The chairman of the Board of Directors<br>shall preside as chairman at every meeting of the Board of Directors. To the extent the chairman of the Board of Directors is not present<br>at a meeting of the Board of Directors, the vice-chairman of the Board of Directors (if any), or in his absence, the attending Directors<br>may choose one Director to be the chairman of the meeting.
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88.	The Board may, from time to time, and except as required by applicable law or the listing rules of any<br>Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be<br>intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine<br>by resolution from time to time.
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Alternate Directors

89.	Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be<br>an alternate Director and by writing may remove from office an alternate Director so appointed by him.
90.	An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings<br>of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing<br>him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of his appointor<br>as a Director in his absence.
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91.	An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.
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92.	Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the<br>appointment or in any other manner approved by the Directors.
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93.	Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone<br>be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
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Proxy Directors

94.	(a)	A Director but not an alternate Director may be represented at any meetings of the Board of Directors by a proxy appointed by<br>him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.
(b)	The provisions of Articles 80 to 85 shall mutatis mutandis<br>apply to the appointment of proxies by Directors.
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Any person appointed as a proxy pursuant to paragraph (a) above shall be the agent of the Director, and not an officer of the Company.

Powers of Directors

95.

Subject to the provisions of the Law, the Memorandum and the Articles, and to any directions given by Ordinary Resolution and the listing rules of any Designated Stock Exchange, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

96.

The Board may exercise all the powers of the Company to raise capital or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

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Delegation of Directors’ Powers

97.

Subject to these Articles, the Directors may from time to time appoint any Person, whether or not a director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of the chief executive officer, chief technology officer and chief financial officer, one or more vice presidents, managers or controllers, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit.

98.

The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

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| --- | | 17 | | 99. | Subject to applicable law and the listing rules of any Designated Stock Exchange, the Directors may delegate any of their powers to any committee (including, without limitation, an Audit Committee, Compensation Committee or Remuneration Committee and Nomination and Governance Committee), consisting of one or more Directors. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more Members shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee. | | --- | --- | | 100. | The Board may establish an Audit Committee, a Compensation Committee or Remuneration Committee and a Nomination and Governance Committee and, if such committees are established, it shall adopt formal written charters for such committees and review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles and shall have such powers as the Board may delegate pursuant to Article 99. Each of the Audit Committee, the Compensation Committee or the Remuneration Committee and the Nomination and Governance Committee, if established, shall consist of such number of directors as the Board shall from time to time determine (or such minimum number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares are listed on a Designated Stock Exchange, the Audit Committee, the Compensation Committee or the Remuneration Committee and the Nomination and Governance Committee shall be made up of such number of Independent Directors as required from time to time by any Designated Stock Exchange Rules or otherwise required by applicable law. | | --- | --- |

Appointment, Disqualification and Removal of Directors

101.	The first directors shall be appointed in writing by the subscriber or subscribers to the Memorandum.
102.	The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
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103.	Any vacancies on the Board arising other than upon the removal of a Director by Ordinary Resolution can<br>be filled by the remaining Director(s) (notwithstanding that the remaining Director(s) may constitute fewer than the number of Directors<br>required by Article 86 or fewer than is required for a quorum pursuant to Article 117). Any such appointment shall be as an interim Director<br>to fill such vacancy until the next general meeting of the Company (and such appointment shall terminate at the commencement of such general<br>meeting of the Company).
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104.	There is no age limit for Directors of the Company.
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105.	No shareholding qualification shall be required for a Director. A Director who is not a Member shall nevertheless be entitled to receive<br>notice of and to attend and speak at general meetings of the Company.
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106.	The Board must at all times comply with the residency and citizenship requirements of U.S. securities<br>laws applicable to foreign private issuers and shall at no time have a majority of Directors who are U.S. Persons. Notwithstanding any<br>other provision in these Articles, no appointment or election of a U.S. Person as a Director shall be permitted if such appointment or<br>election would have the effect of creating a majority of Directors who are U.S. Persons, and any such appointment or election shall be<br>disregarded for all purposes.
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107.	The office of a Director shall be vacated if:
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(a)	he becomes prohibited by law from being a Director;
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(b)	he becomes bankrupt or makes any arrangement or composition with his creditors generally;
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(c)	he dies, or is, in the opinion of all his co-Directors, incapable by reason of mental disorder of discharging his duties as Director;
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(d)	he resigned his office by notice to the Company;
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(e)	he has for more than six months been absent without permission of the Directors from meetings of Directors held during that period<br>and the Directors resolve that his office be vacated;
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Remuneration of Directors

108.	The Directors shall be entitled to such remuneration as the Board may determine and, unless otherwise<br>determined, the remuneration shall be deemed to accrue from day to day. If established, the Compensation Committee or the Remuneration<br>Committee will assist the Board in reviewing and approving compensation decisions.
109.	A Director who, at the request of the Directors, goes or resides outside of the Islands, makes a special<br>journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of<br>salary, percentage of profits or otherwise) and expenses as the Directors may decide.
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Directors’ Expenses

110.	The Directors may be paid all traveling, hotel and other expenses properly incurred by them in connection<br>with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any<br>class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

Directors’ Appointments and Interests

111.	The Directors may appoint one or more of their body to the office of managing Director or to any other<br>executive office under the Company, and the Company may enter into an agreement or arrangement with any Director for his/her employment,<br>subject to applicable law and any listing rules of the SEC or any Designated Stock Exchange, or for the provision by him of any services<br>outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as<br>the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to<br>an executive office shall terminate automatically if he ceases to be a Director but without prejudice to any claim to damages for breach<br>of the contract of service between the Director and the Company.
112.	Subject to the Law and listing rules of any Designated Stock Exchange, if he has disclosed to the Directors the nature and extent<br>of any material interest of his, a Director notwithstanding his office:
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(a)	may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise<br>interested;
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(b)	may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested<br>in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
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(c)	shall not, by reason of his office, be accountable to the Company for any benefit which he derives from<br>any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such<br>transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
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113.	For the purposes of the preceding Article:
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(a)	a general notice given to the Directors that a Director is to be regarded as having an interest of the<br>nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested<br>shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
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(b)	an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated<br>as an interest of his.
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114.	A Director must disclose any material interest pursuant to the Articles, and such Director may not vote<br>at any meeting of Directors or of a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly,<br>an interest or duty. The Director shall be counted in the quorum present at a meeting when any such resolution is under consideration<br>and such resolution may be passed by a majority of the disinterested Directors present at the meeting even if such disinterested Directors<br>together constitute less than a quorum.
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| --- | | 19 | | 115. | Notwithstanding the foregoing, no “Independent Director” as defined in the rules of any Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company. | | --- | --- |

Directors’ Gratuities and Pensions

116.

The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

Proceedings of Directors

117.	The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless<br>so fixed shall be equal to a majority of the Directors then holding office if there are two or more Directors, and shall be one if there<br>is only one Director. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum.<br>A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum.
118.	Subject to the provisions of the Articles, the Directors may regulate their proceedings as they determine<br>is appropriate. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman<br>shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to<br>a separate vote on behalf of his appointor in addition to his own vote.
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119.	Meetings of the Directors shall be held at least once every calendar quarter and shall take place either<br>in China or in the United States or elsewhere previously agreed among the Directors. A person may participate in a meeting of the Directors<br>or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating<br>in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence<br>in person at that meeting and is counted in a quorum and entitled to vote.
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120.	A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of<br>a committee of the Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate<br>Director is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director)<br>shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be,<br>duly convened and held.
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121.	A Director or alternate Director may, or other officer of the Company on the direction of a Director or<br>alternate Director shall, call a meeting of the Directors by at least five (5) clear days’ notice in writing to every Director and<br>alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the<br>Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the<br>provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
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122.	The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any<br>vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary<br>quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to<br>such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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123.	The Directors may elect a chairman of their board and determine the period for which he is to hold office;<br>but if no such chairman is elected, or if at any meeting the chairman is not present within thirty minutes after the time appointed for<br>the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
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| --- | | 20 | | 124. | All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be. | | --- | --- | | 125. | A Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Company immediately after the conclusion of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. | | --- | --- |

Secretary and other officers

126.

The Directors may by resolution appoint a Secretary and may by resolution also appoint such other officers as may from time to time be required upon such terms as the duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide. The Directors may by resolution remove any Secretary or other officer appointed pursuant to this Article.

Minutes

127.	The Directors shall cause minutes to be made in books kept for the purposes of recording:
(a)	all appointments of officers made by the Directors; and
---	---
(b)	all resolutions and proceedings of meetings of the Company, of the holders of any class of shares in the Company, and of the Directors,<br>and of committees of Directors, including the names of the Directors present at each such meeting.
---	---

Seal

128.	(a)	The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority<br>of the Directors or of a committee of Directors authorized by the Directors. The Directors may determine who shall sign any instrument<br>to which the Seal is affixed, and unless otherwise so determined every such instrument shall be signed by a Director and by the Secretary<br>or by a second Director.
(b)	The Company may have for use in any place or places outside the Islands a duplicate Seal or Seals, each<br>of which shall be a reproduction of the Seal of the Company and, if the Directors so determine, shall have added on its face the name<br>of every place where it is to be used.
---	---
(c)	The Directors may by resolution determine (i) that any signature required by this Article need not be manual, but may be affixed by some other method or system of reproduction or<br>mechanical or electronic signature and/or; (ii) that any document may bear a printed reproduction of the Seal in lieu of affixing the<br>Seal thereto.
---	---
(d)	No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded<br>as invalid merely because at the date of the delivery of the deed or document, the Director, Secretary or other officer or person who<br>shall have executed the same or affixed the Seal thereto, as the case may be, for and on behalf of the Company shall have ceased to hold<br>such office and authority on behalf of the Company.
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| --- | | 21 |

Dividends

129.	Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends (including<br>interim dividends) in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the<br>Directors. At any and every time the Company declare dividends, Class A Ordinary Shares and Class B Ordinary Shares shall have identical<br>rights in the dividends so declared.
130.	Subject to the provisions of the Law, the Directors may declare dividends in accordance with the respective<br>rights of the Members and authorize payment of the same out of the funds of the Company lawfully available therefore. If at any time the<br>share capital is divided into different classes of shares the Directors may pay dividends on shares which confer deferred or non-preferred<br>rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall<br>be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors<br>may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company<br>lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability<br>to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having<br>deferred or non- preferred rights.
---	---
131.	The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available<br>for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable<br>for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending<br>such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other<br>than shares in the capital of the Company) as the Directors may from time to time think fit.
---	---
132.	Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid<br>according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be paid in proportion to the number<br>of shares a Member holds during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued<br>on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
---	---
133.	The Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the<br>Company on account of a call or otherwise in relation to a share.
---	---
134.	Any Ordinary Resolution, or Directors’ resolution declaring a dividend may direct that it shall<br>be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors<br>may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine<br>that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any<br>assets in trustees.
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| --- | | 22 | | 135. | Any dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the Register of Members or to such person and to such address as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. | | --- | --- | | 136. | No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share. | | --- | --- | | 137. | Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. | | --- | --- |

Accounting Records and Audit

138.

The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. The books of account shall be kept at the registered office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

139.

The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by applicable law, listing rules of any Designated Stock Exchange, or authorized by the Directors.

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| --- | | 23 | | 140. | Respected Article 141 below, subject to the applicable law and rules of any Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited in such manner as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors or failing any determination as aforesaid shall not be audited. | | --- | --- | | 141. | The Audit Committee (or in the absence of such an Audit Committee, the Board) shall appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Audit Committee (or the Board, as applicable) and shall fix his or their remuneration. | | --- | --- | | 142. | Every auditor of the Company shall have a right of access at all times to the books and accounts of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors. | | --- | --- | | 143. | Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or the Ordinary Resolution of the Members. | | --- | --- |

Capitalization of Profits

144.	The Directors may:
(a)	subject as provided in this Article, resolve to capitalize any undivided profits of the Company not required<br>for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s<br>share premium account or capital redemption reserve;
---	---
(b)	appropriate the sum resolved to be capitalized to the Members who would have been entitled to it if it<br>were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the<br>amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures<br>of the Company of a nominal amount equal to such sum, and allot the shares or debentures credited as fully paid to those Members, or as<br>they may direct, in those proportions, or partly in one way and partly in the other;
---	---
(c)	resolve that any shares so allotted to any Member in respect of a holding by him of any partly-paid shares rank for dividend, so long<br>as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend;
---	---
(d)	make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares<br>or debentures becoming distributable under this Article in fractions; and
---	---
(e)	authorize any person to enter on behalf of all the Members concerned into an agreement with the Company<br>providing for the allotment of them respectively, credited as fully paid, of any shares or debentures to which they may be entitled upon<br>such capitalization, any agreement made under such authority being binding on all such Members.
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| --- | | 24 |

Share Premium Account

145.	The Directors shall in accordance with Section 34 of the Law establish a share premium account and shall<br>carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share<br>or capital contributed as described in Article 11.
146.	There shall be debited to any share premium account:
---	---
(a)	on the redemption or purchase of a share the difference between the nominal value of such share and the<br>redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company<br>or, if permitted by Section 37 of the Law, out of capital; and
---	---
(b)	any other amounts paid out of any share premium account as permitted by Section 34 of the Law.
---	---

Notices

147.	Except as otherwise provided in these Articles, and subject to the rules of any Designated Stock Exchanges,<br>any notice or document may be served by the Company or by the Person entitled to give notice to any Member either personally, or by posting<br>it airmail or air courier service in a prepaid letter addressed to such Member at his address as appearing in the Register, or by electronic<br>mail to any electronic mail address such Member may have specified in writing for the purpose of such service of notices, or by advertisement<br>in appropriate newspapers in accordance with the requirements of any Designated Stock Exchange, or by facsimile or by placing it on the<br>Company’s Website. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name<br>stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
148.	Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.
---	---
149.	Any notice or other document, if served by:
---	---
(a)	post, shall be deemed to have been served five days after the time when the letter containing the same is posted;
---	---
(b)	facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission<br>of the facsimile in full to the facsimile number of the recipient;
---	---
(c)	recognized courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered<br>to the courier service;
---	---
(d)	electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail; or
---	---
(e)	placing it on the Company’s Website, shall be deemed to have been served one (1) hour after the notice or document is placed<br>on the Company’s Website.
---	---

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

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| --- | | 25 | | 150. | A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called. | | --- | --- | | 151. | Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share. | | --- | --- | | 152. | Notice of every general meeting of the Company shall be given to: | | --- | --- | | (a) | all Members holding Shares with the right to receive notice and who have supplied to the Company an address, facsimile number or email address for the giving of notices to them; and | | --- | --- | | (b) | every Person entitled to a Share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting. | | --- | --- |

No other Person shall be entitled to receive notices of general meetings.

Winding Up

153.

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability.

154.

If the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

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Indemnity

155.	(a)	Every Indemnified Person for the time being and from time to time of the Company and the personal representatives of the same shall be<br>indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses,<br>losses, damages, liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses<br>and amounts paid in settlement and costs of investigation (collectively “Losses”) incurred or sustained by him otherwise<br>than by reason of his own dishonesty in or about the conduct of the Company’s business or affairs (including as a result of any<br>mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice<br>to the generality of the foregoing, any Losses incurred by him in defending or investigating (whether successfully or otherwise) any<br>civil, criminal, investigative and administrative proceedings concerning or in any way related to the Company or its affairs in any court<br>whether in the Islands or elsewhere. Such Losses incurred in defending or investigating any such proceeding shall be paid by the Company<br>as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Person to repay such amounts if<br>it is ultimately determined by a non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled<br>to indemnification hereunder with respect thereto. However, the Company will not indemnify its directors, officers, or persons controlling<br>it for liabilities arising under the Securities Act, because it is the SEC’s opinion that such indemnification is against public<br>policy as expressed in such act and is, therefore, unenforceable.
(b)	No such Indemnified Person of the Company and the personal representatives of the same shall be liable<br>(i) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company or (ii) by reason<br>of his having joined in any receipt for money not received by him personally or in any other act to which he was not a direct party for<br>conformity or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency<br>of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other<br>agent or any other party with whom any of the Company’s property may be deposited or (vi) any loss, damage or misfortune whatsoever<br>which may happen in or arise from the execution or discharge of the duties, powers, authorities or discretions of his office or in relation<br>thereto or (vii) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight<br>on such Person’s part, unless he has acted dishonestly, with willful default or through fraud.
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(c)	The Company hereby acknowledges that certain Indemnified Persons may have certain rights to indemnification,<br>advancement of expenses and/or insurance from or against (other than directors’ and officers’ or similar insurance obtained<br>or maintained by or on behalf of the Company or any of its subsidiaries, including any such insurance obtained or maintained pursuant<br>to Article 156 hereof) the Other Indemnitors. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations<br>to an Indemnified Person are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for<br>the same expenses or liabilities incurred by such Indemnified Person are secondary), (ii) that it shall be required to advance the full<br>amount of expenses incurred by an Indemnified Person and shall be liable for the full amount of all Losses to the extent legally permitted<br>and as required by the terms of these Articles (or any other agreement between the Company and an Indemnified Person), without regard<br>to any rights an Indemnified Person may have against the Other Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases<br>the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any<br>kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnified<br>Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing,<br>the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the<br>rights of recovery of such Indemnified Person against the Company. For the avoidance of doubt, no Person or entity providing Directors’<br>or officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any<br>Person providing such insurance obtained or maintained pursuant to Article 156 hereof shall be an Other Indemnitor.
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| --- | | 27 | | 156. | The Directors may exercise all the power of the Company to purchase and maintain insurance for the benefit of a Person who is or was (whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Article 155 or under applicable law): | | --- | --- | | (a) | a Director, alternate Director, Secretary or auditor of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect); or | | --- | --- | | (b) | the trustee of a retirement benefits scheme or other trust in which a person referred to in the preceding paragraph is or has been interested, indemnifying him against any liability which may lawfully be insured against by the Company. | | --- | --- |

Financial Year

157.	Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st of December in each year.

Amendment of Memorandum and Articles

158.	(a)	Subject to the Law, the Company may by Special Resolution change its name or change the provisions of the Memorandum with respect<br>to its objects, powers or any other matter specified therein.
(b)	Subject to the Law and as provided in these Articles, the Company may at any time and from time to time by Special Resolution, alter<br>or amend these Articles in whole or in part.
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Transfer by way of Continuation

159.

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

Information

160.

No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the public.

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Exhibit 2.1

Execution Version

DEPOSIT AGREEMENT

by and among

YOULIFE GROUP INC.

and

CITIBANK, N.A.,

as Depositary,

and

THE HOLDERS AND BENEFICIAL OWNERS OF AMERICANDEPOSITARY SHARES ISSUED HEREUNDER

Dated as of July 9, 2025

TABLE OF CONTENTS

ARTICLE I
	DEFINITIONS	1
Section 1.1	“ADS Record Date”	1
Section 1.2	“Affiliate”	1
Section 1.3	“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”	1
Section 1.4	“American Depositary Share(s)” and “ADS(s)”	2
Section 1.5	“Beneficial Owner(s)”	2
Section 1.6	“Certificated ADS(s)”	3
Section 1.7	“Citibank”	3
Section 1.8	“Commission”	3
Section 1.9	“Company”	3
Section 1.10	“Custodian”	3
Section 1.11	“Deliver” and “Delivery”	3
Section 1.12	“Deposit Agreement”	3
Section 1.13	“Depositary”	4
Section 1.14	“Deposited Property”	4
Section 1.15	“Deposited Securities”	4
Section 1.16	“Dollars” and “$”	4
Section 1.17	“DTC”	4
Section 1.18	“DTC Participant”	4
Section 1.19	“Exchange Act”	4
Section 1.20	“Foreign Currency”	4
Section 1.21	“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)	5
Section 1.22	“Holder(s)”	5
Section 1.23	“Memorandum and Articles of Association”	5
Section 1.24	“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)”	5
Section 1.25	“Principal Office”	5
Section 1.26	“Registrar”	5
Section 1.27	“Restricted Securities”	5
Section 1.28	“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”	6
Section 1.29	“Securities Act”	6
Section 1.30	“Share Registrar”	6
Section 1.31	“Shares”	6
Section 1.32	“Uncertificated ADS(s)”	6
Section 1.33	“United States” and “U.S.”	6
ARTICLE II
	APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS	6
Section 2.1	Appointment of Depositary	6

Section 2.2	Form and Transferability of ADSs	7
Section 2.3	Deposit of Shares	8
Section 2.4	Registration and Safekeeping of Deposited Securities	10
Section 2.5	Issuance of ADSs	10
Section 2.6	Transfer, Combination and Split-up of ADRs	11
Section 2.7	Surrender of ADSs and Withdrawal of Deposited Securities	12
Section 2.8	Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc	13
Section 2.9	Lost ADRs, etc	14
Section 2.10	Cancellation and Destruction of Surrendered ADRs; Maintenance of Records	14
Section 2.11	Escheatment	15
Section 2.12	Partial Entitlement ADSs	15
Section 2.13	Certificated/Uncertificated ADSs	16
Section 2.14	Restricted ADSs	17
ARTICLE III
	CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs	18
Section 3.1	Proofs, Certificates and Other Information	18
Section 3.2	Liability for Taxes and Other Charges	19
Section 3.3	Representations and Warranties on Deposit of Shares	19
Section 3.4	Compliance with Information Requests	19
Section 3.5	Ownership Restrictions	20
Section 3.6	Reporting Obligations and Regulatory Approvals	20
ARTICLE IV
	THE DEPOSITED SECURITIES	21
Section 4.1	Cash Distributions	21
Section 4.2	Distribution in Shares	22
Section 4.3	Elective Distributions in Cash or Shares	23
Section 4.4	Distribution of Rights to Purchase Additional ADSs	24
Section 4.5	Distributions Other Than Cash, Shares or Rights to Purchase Shares	26
Section 4.6	Distributions with Respect to Deposited Securities in Bearer Form	27
Section 4.7	Redemption	27
Section 4.8	Conversion of Foreign Currency	28
Section 4.9	Fixing of ADS Record Date	28
Section 4.10	Voting of Deposited Securities	29
Section 4.11	Changes Affecting Deposited Securities	31
Section 4.12	Available Information	32
Section 4.13	Reports	32
Section 4.14	List of Holders	32
Section 4.15	Taxation	32

ii

ARTICLE V
	THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY	33
Section 5.1	Maintenance of Office and Transfer Books by the Registrar	33
Section 5.2	Exoneration	34
Section 5.3	Standard of Care	35
Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	36
Section 5.5	The Custodian	37
Section 5.6	Notices and Reports	37
Section 5.7	Issuance of Additional Shares, ADSs etc	38
Section 5.8	Indemnification	39
Section 5.9	ADS Fees and Charges	40
Section 5.10	Restricted Securities Owners	41
ARTICLE VI
	AMENDMENT AND TERMINATION	42
Section 6.1	Amendment/Supplement	42
Section 6.2	Termination	43
ARTICLE VII
	MISCELLANEOUS	44
Section 7.1	Counterparts	44
Section 7.2	No Third-Party Beneficiaries/Acknowledgments	44
Section 7.3	Severability	45
Section 7.4	Holders and Beneficial Owners as Parties; Binding Effect	45
Section 7.5	Notices	45
Section 7.6	Governing Law and Jurisdiction	46
Section 7.7	Assignment	48
Section 7.8	Compliance with, and No Disclaimer under, U.S. Securities Laws	48
Section 7.9	Cayman Islands Law References	48
Section 7.10	Titles and References	49
EXHIBITS
	Form of ADR.	A-1
	Fee Schedule.	B-1

iii

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of July 9, 2025, by and among (i) Youlife Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

W I T N E S S E T H T H A T:

WHEREAS, the Company desires to establish with the Depositary an ADR facility to provide for the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares representing the Shares so deposited and for the execution and Delivery (as hereinafter defined) of American Depositary Receipts (as hereinafter defined) evidencing such American Depositary Shares; and

WHEREAS, the Depositary is willing to act as the Depositary for such ADR facility upon the terms set forth in the Deposit Agreement (as hereinafter defined); and

WHEREAS , any American Depositary Receipts issued pursuant to the terms of the Deposit Agreement are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in the Deposit Agreement; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:

Section 1.1 “ADSRecord Date” shall have the meaning given to such term in Section 4.9.

Section 1.2 “Affiliate” shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C promulgated under the Securities Act (as hereinafter defined), or under any successor regulation thereto.

Section 1.3 “ AmericanDepositary Receipt(s)”, “ ADR(s)” and “Receipt(s)” shall mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central depository such as DTC, be in the form of a “Balance Certificate.”

Section 1.4 “AmericanDepositary Share(s)” and “ADS(s)” shall mean the rights and interests in the Deposited Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of the Deposit Agreement and, if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to evidence such ADSs. ADS(s) may be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are not evidenced by ADR(s) but are reflected on the direct registration system maintained by the Depositary for such purposes under the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context may require. Each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR attached hereto as Exhibit A (as amended from time to time) that are on deposit with the Depositary and/or the Custodian, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the applicable Deposited Property on deposit with the Depositary and the Custodian determined in accordance with the terms of such Sections, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS). In addition, the ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement (which may give rise to Depositary fees).

Section 1.5“Beneficial Owner(s) ” shall mean, as to any ADS, any person or entity having a beneficial interest deriving from the ownership of such ADS. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holders only of the Deposited Property represented by the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The Depositary, on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property held on behalf of the Holders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited Property are intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the Depositary (on behalf of the Holders and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the Custodian or their respective nominees, in each case upon the terms of the Deposit Agreement and, if applicable, the terms of the ADR(s) evidencing the ADSs. A Beneficial Owner of ADSs may or may not be the Holder of such ADSs. A Beneficial Owner shall be able to exercise any right or receive any benefit hereunder solely through the person who is the Holder of the ADSs owned by such Beneficial Owner. Unless otherwise identified to the Depositary, a Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name. The manner in which Beneficial Owners own and/or hold ADSs (e.g., in a brokerage account vs. as registered Holders on the ADS register maintained by the Depositary), the type of ADSs held (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), and the number of ADSs held, may affect the rights and obligations of Beneficial Owners (including, without limitation, the ADS fees payable by Beneficial Owners), and the manner in which, and the extent to which, services are made available to, Beneficial Owners, in each case pursuant to the terms of the Deposit Agreement.

Section 1.6 “CertificatedADS(s)” shall have the meaning set forth in Section 2.13.

Section 1.7 “Citibank” shall mean Citibank, N.A., a national banking association organized under the laws of the United States of America, and its successors.

Section 1.8 “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency thereto in the United States.

Section 1.9 “Company” shall mean Youlife Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors.

Section 1.10 “Custodian” shall mean (i) as of the date hereof, Citibank, N.A. – Hong Kong, having its principal office at 9/F Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, as the custodian of Deposited Property for the purposes of the Deposit Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Property pursuant to the Deposit Agreement, and (iii) any other entity that may be appointed by the Depositary pursuant to the terms of Section 5.5 as successor, substitute or additional custodian hereunder. The term “Custodian” shall mean any Custodian individually or all Custodians collectively, as the context requires.

Section 1.11 “Deliver” and “Delivery” shall mean (x) when used in respect of Shares and other Deposited Securities, either (i) the physical delivery of the certificate(s) representing such securities, or (ii) the book-entry transfer and recordation of such securities on the books of the Share Registrar (as hereinafter defined) or in the applicable book-entry settlement system, if available, and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry settlement system in which the ADSs are settlement-eligible.

Section 1.12“Deposit Agreement” shall mean this Deposit Agreement and all exhibits hereto, as the same may from time to time be amended and supplemented from time to time in accordance with the terms of the Deposit Agreement.

Section 1.13 “Depositary” shall mean Citibank, N.A., a national banking association organized under the laws of the United States, in its capacity as depositary under the terms of the Deposit Agreement, and any successor depositary hereunder.

Section 1.14 “DepositedProperty” shall mean the Deposited Securities and any cash and other property held on deposit by the Depositary and the Custodian in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case of cash, to the provisions of Section 4.8. All Deposited Property shall be held by the Custodian, the Depositary and their respective nominees for the benefit of the Holders and Beneficial Owners of the ADSs representing the Deposited Property. The Deposited Property is not intended to, and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees. Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property.

Section 1.15 “DepositedSecurities” shall mean the Shares and any other securities held on deposit by the Custodian from time to time in respect of the ADSs under the Deposit Agreement and constituting Deposited Property.

Section 1.16 “Dollars” and “$” shall refer to the lawful currency of the United States.

Section 1.17 “DTC” shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement system for securities traded in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined) maintained in DTC, and any successor thereto.

Section 1.18 “DTCParticipant” shall mean any financial institution (or any nominee of such institution) having one or more participant accounts with DTC for receiving, holding and delivering the securities and cash held in DTC. A DTC Participant may or may not be a Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect of which the DTC Participant is so acting. A DTC Participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall (notwithstanding any explicit or implicit disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the Deposit Agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the Holder of such ADSs.

Section 1.19 “ExchangeAct” shall mean the United States Securities Exchange Act of 1934, as amended from time to time.

Section 1.20 “Foreign Currency” shall mean any currency other than Dollars.

Section 1.21 “FullEntitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)” shall have the respective meanings set forth in Section 2.12.

Section 1.22 “Holder(s)” shall mean the person(s) in whose name the ADSs are registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADS(s) registered in its name, such person shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owners of the ADSs registered in its name. The manner in which Holders hold ADSs (e.g., in a brokerage account vs. as registered holders), the type of ADSs held (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), and the number of ADSs held, may affect the rights and obligations of Holders (including, without limitation, the ADS fees payable by Holders), and the manner in which, and the extent to which, services are made available to, Holders, in each case pursuant to the terms of the Deposit Agreement.

Section 1.23 “Memorandumand Articles of Association” shall mean the memorandum and articles of association of the Company, and any other constitutional documents of the Company, as amended or restated and in effect from time to time.

Section 1.24 “PartialEntitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)” shall have the respective meanings set forth in Section 2.12.

Section 1.25 “PrincipalOffice” shall mean, when used with respect to the Depositary, the principal office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

Section 1.26 “Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. Each Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be required to give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

Section 1.27“Restricted Securities” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and are subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an executive officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, the Cayman Islands, or under a shareholder agreement or the Memorandum and Articles of Association of the Company or under the regulations of an applicable securities exchange unless, in each case, such Shares, Deposited Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited Securities or ADSs are not, when held by such person(s), Restricted Securities.

Section 1.28 “RestrictedADR(s)”, “Restricted ADS(s)” and “Restricted Shares” shall have the respective meanings set forth in Section 2.14.

Section 1.29 “SecuritiesAct” shall mean the United States Securities Act of 1933, as amended from time to time.

Section 1.30 “ShareRegistrar” shall mean Campbells Corporate Services Limited or any other institution organized under the laws of the Cayman Islands appointed by the Company from time to time to carry out the duties of registrar for the Shares, and any successor thereto.

Section 1.31 “Shares” shall mean the Company’s Class A ordinary shares, par value US$0.0001 per share, validly issued and outstanding and fully paid and may, if the Depositary so agrees after consultation with the Company, include evidence of the right to receive Shares; provided that in no event shall Shares include evidence of the right to receive Shares with respect to which the full purchase price has not been paid or Shares as to which preemptive rights have theretofore not been validly waived or exercised; provided further, however, that, if there shall occur any change in par value, split-up, consolidation, reclassification, exchange, conversion or any other event described in Section 4.11 in respect of the Shares of the Company, the term “Shares” shall thereafter, to the maximum extent permitted by law, represent the successor securities resulting from such event.

Section 1.32 “UncertificatedADS(s)” shall have the meaning set forth in Section 2.13.

Section 1.33 “UnitedStates” and “U.S.” shall have the meaning assigned to it in Regulation S as promulgated by the Commission under the Securities Act.

ARTICLE II

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;

DEPOSIT OF SHARES; EXECUTION AND

DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

Section 2.1 Appointmentof Depositary. The Company hereby appoints the Depositary as depositary for the Deposited Property and hereby authorizes and directs the Depositary to act in accordance with the terms and conditions set forth in the Deposit Agreement and the applicable ADRs. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Section 2.2 Formand Transferability of ADSs.

(a) Form. Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or produced in such other manner as may be agreed upon by the Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations of any whole number of ADSs. The ADRs shall be substantially in the form set forth in Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law. ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company, unless such ADR shall have been so dated, signed, countersigned and registered. ADRs bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the Delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts previously or subsequently issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company and which are not ADRs outstanding hereunder.

(b) Legends. The ADRs may be endorsed with, or have incorporated in the text thereof, such legends or recitals not inconsistent with the provisions of the Deposit Agreement as may be (i) necessary to enable the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise, or (iv) required by any book-entry system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.

(c) Title. Subject to the limitations contained herein and in the ADR, title to an ADR (and to each Certificated ADS evidenced thereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of an ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or any ADR to any holder or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(d) Book-EntrySystems. The Depositary shall make arrangements for the acceptance of the ADSs into DTC. All ADSs held through DTC will be registered in the name of the nominee for DTC (currently “Cede & Co.”). As such, the nominee for DTC will be the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more ADR(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients of DTC Participants). Any distributions made, and any notices given, by the Depositary to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) satisfy the Depositary’s obligations under the Deposit Agreement to make such distributions, and give such notices, in respect of the ADSs held in DTC (including, for avoidance of doubt, to the DTC Participants holding the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs).

Section 2.3 Depositof Shares. Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificatesin bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entrytransfer and recordation, confirmation of such book-entry transfer and recordation in the books of the Share Registrar or of the applicable book-entry settlement entity, as applicable, to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred and recorded, (B) such certifications and payments (including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Cayman Islands, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee.

Without limiting any other provision of the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Cayman Islands, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Section 2.4 Registrationand Safekeeping of Deposited Securities. The Depositary shall instruct the Custodian upon each Delivery of registered Shares being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with the other documents above specified, to present such Shares, together with the appropriate instrument(s) of transfer or endorsement, duly stamped, to the Share Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Depositary, or by a Custodian for the account and to the order of the Depositary or a nominee of the Depositary, in each case, on behalf of the Holders and Beneficial Owners, at such place(s) as the Depositary or the Custodian shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or their respective nominees all persons shall be authorized to rely upon such power and authority.

Section 2.5 Issuanceof ADSs. The Depositary has made arrangements with the Custodian for the Custodian to confirm to the Depositary upon receipt of a deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that such Deposited Securities have been recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’ register maintained by or on behalf of the Company by the Share Registrar or on the books of the applicable book-entry settlement entity, (iii) that all required documents have been received, and (iv) the person(s) to whom or upon whose order ADSs are deliverable in respect thereof and the number of ADSs to be so delivered. Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and expense of the person making the deposit, by facsimile or other means of electronic transmission. Upon receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of the Deposit Agreement and applicable law, shall issue the ADSs representing the Shares so deposited to or upon the order of the person(s) named in the notice delivered to the Depositary and, if applicable, shall execute and deliver at its Principal Office Receipt(s) registered in the name(s) requested by such person(s) and evidencing the aggregate number of ADSs to which such person(s) is/are entitled, but, in each case, only upon payment to the Depositary of the ADS fees and charges of the Depositary for accepting a deposit of Shares and issuing ADSs (as set forth in Section 5.9 and Exhibit B hereto) and all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Shares and the issuance of the ADS(s). Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation and conversion of ADSs (as set forth in Section 5.9 and Exhibit B hereto), the Depositary shall also, subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, issue new ADSs in connection with the conversion of existing ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case the Depositary shall (i) only issue such number of new ADSs of one series as equals the number of existing ADSs cancelled of the corresponding series, and (ii) only process such ADS conversion to the extent the Depositary has to the extent applicable instructed the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series. The Depositary shall only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs.

Section 2.6 Transfer,Combination and Split-up of ADRs.

(a) Transfer. The Registrar shall as promptly as commercially practicable register the transfer of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel such ADRs and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs have been properly endorsed or are accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

(b) Combination& Split-Up. The Registrar shall as promptly as commercially practicable register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

Section 2.7 Surrenderof ADSs and Withdrawal of Deposited Securities. The Holder of ADSs shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the ADRs Delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable ADS fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of the ADRs evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Memorandum and Articles of Association, and of any applicable laws and the rules of the applicable book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.

Upon satisfaction of each of the conditions specified above, the Depositary shall as promptly as commercially practicable (i) cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii) direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of the ADRs evidencing the ADSs so canceled, of the Memorandum and Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.

Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation, and conversion of ADSs (as set forth in Section 5.9 and Exhibit B hereto), the Depositary shall also, subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, cancel ADSs in connection with the conversion of ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case, (i) the number of ADSs of one series so cancelled shall equal the number of ADSs issued of the corresponding series, and (ii) the Depositary shall to the extent applicable direct the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series.

Notwithstanding anything else contained in any ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

Section 2.8 Limitationson Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc.

(a) AdditionalRequirements. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.

(b) AdditionalLimitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use reasonable efforts to notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8(a).

(c) RegulatoryRestrictions. Notwithstanding any provision of the Deposit Agreement or any ADR(s) to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated herewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Section 2.9 Lost ADRs,etc. In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute and deliver a new ADR of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of and substitution for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR, in lieu of and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has submitted to the Depositary a written request for such exchange and substitution before the Depositary has notice that the ADR has been acquired by a bona fide purchaser, (ii) has provided such security or indemnity (including an indemnity bond) as may be required by the Depositary to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed by the Depositary, including, without limitation, evidence satisfactory to the Depositary of such destruction, loss or theft of such ADR, the authenticity thereof and the Holder’s ownership thereof.

Section 2.10 Cancellationand Destruction of Surrendered ADRs; Maintenance of Records. All ADRs surrendered to the Depositary shall be canceled by the Depositary. Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable against the Depositary or the Company for any purpose. The Depositary is authorized to destroy ADRs so canceled, provided the Depositary maintains a record of all destroyed ADRs. Any ADSs held in book-entry form (e.g., through accounts at DTC) shall be deemed canceled when the Depositary causes the number of ADSs evidenced by the Balance Certificate to be reduced by the number of ADSs surrendered (without the need to physically destroy the Balance Certificate).

Section 2.11 Escheatment. In the event any unclaimed property relating to the ADSs, for any reason, is in the possession of the Depositary and has not been claimed by the Holder thereof or cannot be delivered to the Holder thereof through usual channels, the Depositary shall, upon expiration of any applicable statutory period relating to abandoned property laws, escheat such unclaimed property to the relevant authorities in accordance with the laws of each of the relevant States of the United States.

Section 2.12 PartialEntitlement ADSs. In the event any Shares are deposited which (i) entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit or (ii) are not fully fungible (including, without limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on deposit collectively, “Full Entitlement Shares” and the Shares with different entitlement, “Partial Entitlement Shares”), the Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct from Full Entitlement Shares, and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial Entitlement Shares which are separate and distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP numbering and legending (if necessary) and, if applicable, by issuing ADRs evidencing such ADSs with applicable notations thereon (“Partial Entitlement ADSs/ADRs” and “Full Entitlement ADSs/ADRs”, respectively). If and when Partial Entitlement Shares become Full Entitlement Shares, the Depositary shall convert the Partial Entitlement ADSs for Full Entitlement ADSs only upon receipt of applicable and satisfactory instructions from ADS Holders (to the extent ADS Holder instructions are deemed necessary and appropriate by the Depositary) and payment of applicable taxes and the ADS fees and charges of the Depositary (as set forth in Section 5.9 and Exhibit B hereto) for each of the issuance, cancellation, transfer and conversion processes undertaken in connection with the removal of distinctions between the Partial Entitlement ADRs, the Partial Entitlement ADSs and/or the Partial Entitlement Shares (on the one hand) and the Full Entitlement ADRs, the Full Entitlement ADSs and/or the Full Entitlement Shares (on the other hand), and subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, by (a) giving notice thereof to Holders of Partial Entitlement ADSs and giving Holders of Partial Entitlement ADRs the opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs, (b) causing the Custodian to transfer the Partial Entitlement Shares into the account of the Full Entitlement Shares, and (c) taking such actions as are necessary to convert the Partial Entitlement ADRs and ADSs, for the corresponding Full Entitlement ADRs and ADSs on the other, in which case, the number of Full Entitlement ADSs issued shall equal the number of Partial Entitlement ADSs cancelled. Holders and Beneficial Owners of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the entitlements of Full Entitlement Shares. All provisions and conditions of the Deposit Agreement shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs and ADSs, except as contemplated by this Section 2.12. The Depositary is authorized to take any and all other actions as may be necessary (including, without limitation, making the necessary notations on ADRs) to give effect to the terms of this Section 2.12. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling the identification of Partial Entitlement Shares upon Delivery to the Custodian.

Section 2.13 Certificated/UncertificatedADSs. Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

Section 2.14 RestrictedADSs. The Depositary shall, at the request and expense of the Company, establish procedures enabling the deposit hereunder of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests in such Restricted Securities in the form of ADSs issued under the terms hereof (such Shares, “Restricted Shares”). Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted Shares and the issuance of ADSs representing the right to receive, subject to the terms of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such deposited Restricted Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted ADRs”). Notwithstanding anything contained in this Section 2.14, the Depositary and the Company may, to the extent not prohibited by law, agree to issue the Restricted ADSs in uncertificated form (“Uncertificated Restricted ADSs”) upon such terms and conditions as the Company and the Depositary may deem necessary and appropriate. The Company shall assist the Depositary in the establishment of such procedures and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws. The depositors of such Restricted Shares and the Holders of the Restricted ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted Shares represented by Restricted ADSs to provide such written certifications or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs (if the Restricted ADSs are to be issued as Certificated ADSs**)**, or to be included in the statements issued from time to time to Holders of Uncertificated ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the specific circumstances under which the Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited shall, to the extent required by law, be held separate and distinct from the other Deposited Securities held hereunder. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC (unless (x) otherwise agreed by the Company and the Depositary, (y) the inclusion of Restricted ADSs is acceptable to the applicable clearing system, and (z) the terms of such inclusion are generally accepted by the Commission for Restricted Securities of that type), and shall not in any way be fungible with the ADSs issued under the terms hereof that are not Restricted ADSs. The Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, shall be transferable only by the Holder thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, the conditions upon which the Restricted ADSs presented, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, are transferable by the Holder thereof under applicable securities laws and the transfer restrictions contained in the legend applicable to the Restricted ADSs presented for transfer. Except as set forth in this Section 2.14 and except as required by applicable law, the Restricted ADSs and the Restricted ADRs evidencing Restricted ADSs shall be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this Section 2.14 or (ii) the applicable Restricted ADR, the terms and conditions set forth in this Section 2.14 and of the Restricted ADR shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs.

If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of such time, or in connection with a transaction, Restricted Securities, (y) instructions from the Company and/or the applicable ADS Holder to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, and (z) payment of applicable taxes and the ADS fees and charges of the Depositary (as set forth in Section 5.9 and Exhibit B hereto) for each of the issuance, cancellation, transfer and conversion processes undertaken in connection with the removal of the restrictions applicable to the Restricted ADRs, Restricted ADSs and/or Restricted Shares (as the case may be), shall (i) eliminate the distinctions and separations that may have been established between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares by converting the Restricted ADSs into freely transferable ADSs (which shall entail, inter alia, the cancellation of the Restricted ADSs and the issuance of the corresponding freely transferable ADSs, and instructing the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series), (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, and (iii) take all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for inclusion in the applicable book-entry settlement systems.

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS

AND BENEFICIAL OWNERS OF ADSs

Section 3.1 Proofs,Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may, and at the written request of the Company, to the extent practicable, shall, withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8(a), the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

Section 3.2 Liabilityfor Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8(a)) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADSs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under this Section 3.2 shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Section 3.3 Representationsand Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Section 3.4 Compliancewith Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense, as promptly as commercially practicable, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Section 3.5 OwnershipRestrictions. Notwithstanding any other provision contained in the Deposit Agreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

Section 3.6 ReportingObligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

ARTICLE IV

THE DEPOSITED SECURITIES

Section 4.1 CashDistributions. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution specifying, interalia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon confirmation of the receipt of (x) any cash dividend or other cash distribution in respect of any Deposited Property (whether from the Company or otherwise), or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will (i) if any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and conditions of Section 4.8), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and (b) applicable taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.1, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.1, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.1 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.2 Distributionin Shares. Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.3 ElectiveDistributions in Cash or Shares. Whenever the Company intends to make a distribution payable at the election of the holders of Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least forty-five (45) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms described in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed distribution (X) in cash, the distribution shall be made upon the terms described in Section 4.1, or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.4 Distributionof Rights to Purchase Additional ADSs.

(a) Distributionto ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least sixty (60) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such rights to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).

(b) Saleof Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7, or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1.

(c) Lapseof Rights. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights upon the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.

The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case reasonably satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws.

In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

Section 4.5 DistributionsOther Than Cash, Shares or Rights to Purchase Shares.

(a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.

(d) Neither the Depositary nor the Company shall be liable for (i) any failure to accurately determine whether it is lawful or practicable to make the property described in this Section 4.5 available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.

Section 4.6 Distributionswith Respect to Deposited Securities in Bearer Form. Subject to the terms of this Article IV, distributions in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made to the Depositary for the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.

Section 4.7 Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give notice thereof to the Depositary at least forty-five (45) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the intended date of redemption which notice shall set forth the particulars of the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.

Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for in this Section 4.7, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.7, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.7 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.8 Conversionof Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable taxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise.

If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing.

If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.

Section 4.9 Fixingof ADS Record Date. Whenever (a) the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other distribution), (b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or (d) the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable record date for the Deposited Securities (if any) set by the Company in the Cayman Islands and shall not announce the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action affects the Deposited Securities). Subject to applicable law and the provisions of Section 4.1 through 4.8 and to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

Section 4.10 Votingof Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner and timing in which such voting instructions may be given or deemed to have been given in accordance with this Section 4.10 if, prior to the deadline for such purposes, (i) no voting instructions are received, in which case such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company in accordance with the terms and subject to the conditions set forth in this Section 4.10, or (ii) the voting instructions received from a Holder fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to timely request that the Depositary distribute the information as provided for in this Section 4.10, the Depositary agrees, following receipt of notice of the applicable meeting or solicitation of consents or proxies and, if the Depositary requests, reasonable and prompt consultation between the Company and the Depositary, to use commercially reasonable efforts to perform the actions contemplated in this Section 4.10, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.10 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, if required, as provided herein.

Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (a) in the event voting takes place at a shareholders’ meetingby a show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received timely from a majority of Holders of ADSs who provided voting instructions, and (b) in the event voting takes place at a shareholders’meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If voting is by poll and the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, save for purposes of establishing a quorum, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary.

There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

Section 4.11 ChangesAffecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and the ADSs shall, subject to the provisions of the Deposit Agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes) and receipt of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.

Section 4.12 AvailableInformation. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.

Section 4.13 Reports. The Depositary shall make available for inspection by Holders at its Principal Office, as promptly as commercially practicable after receipt thereof, any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company. The Depositary shall also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6.

Section 4.14 List ofHolders. Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.

Section 4.15 Taxation. The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Property under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Property. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Depositary and the Company shall have no obligation or liability to any person if any Holder or Beneficial Owner fails to provide such information or if such information does not reach the relevant tax authorities in time for any Holder or Beneficial Owner to obtain the benefits of any tax treatment. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

If the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution (e.g., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form reasonably satisfactory to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the Custodian, as applicable. None of the Company, the Depositary or the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability.

The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. Neither the Company nor the Depositary shall incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder) or otherwise.

ARTICLE V

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

Section 5.1 Maintenanceof Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement.

The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs.

The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8(a).

If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary (whereupon the Depositary shall notify the Company).

Section 5.2 Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act or thing which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or other event or circumstance beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement.

The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Section 5.3 Standardof Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without negligence or bad faith.

Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring interests in the Deposited Property (or the manner in which such interests are acquired or held), for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that may result from the ownership of, or any transaction involving, ADSs or Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, for the manner in which a Holder or Beneficial Owner elects to own and/or hold ADSs (e.g., in a brokerage account vs. as registered Holder on the register of ADSs maintained by the Depositary), the type of ADSs a Holder or Beneficial Owner holds or owns (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

Section 5.4 Resignationand Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders.

Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Section 5.5 The Custodian. The Depositary has initially appointed Citibank, N.A. – Hong Kong as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in the Cayman Islands and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company.

Citibank may at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement.

Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.

Section 5.6 Noticesand Reports. On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in the English language but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Memorandum and Articles of Association of the Company that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.

The Company will also transmit to the Depositary, (a) an English language version of the other notices, reports and communications which are made generally available by the Company to holders of its Shares or other Deposited Securities and (b) the English language versions of the Company’s annual and semi-annual reports prepared in accordance with the applicable requirements of the Commission. The Depositary shall arrange, at the request of the Company and at the Company’s expense, to provide copies thereof to all Holders or make such notices, reports and other communications available to all Holders on a basis similar to that for holders of Shares or other Deposited Securities or on such other basis as the Company may advise the Depositary or as may be required by any applicable law, regulation or stock exchange requirement. The Company has delivered to the Depositary and the Custodian a copy of the Company’s Memorandum and Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company in connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein. The Depositary may rely upon such copy for all purposes of the Deposit Agreement.

The Depositary will, at the expense of the Company, make available a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at any other designated transfer office.

Section 5.7 Issuanceof Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Cayman Islands counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals have been obtained in the Cayman Islands; provided, however, that the Depositary may waive the requirement of such opinion(s) in the event of an issuance of Shares as a bonus or compensation, share split or other similar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.).

Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Section 5.8 Indemnification. The Depositary agrees to indemnify the Company and its directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary under the terms hereof due to the negligence or bad faith of the Depositary.

The Company agrees to indemnify the Depositary, the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) that may arise (a) out of, or in connection with, any offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of, or as a result of, any offering documents in respect thereof or (c) out of acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company, in connection with the Deposit Agreement, any ancillary or supplemental agreement entered into between the Company and the Depositary, the ADRs, the ADSs, the Shares, or any Deposited Property, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates, provided, that, in each of the cases of (a) to (c) herein, the Company shall not indemnify any of the Depositary, the Custodian, or its or their respective directors, officers, employees, agents and Affiliates against (a) any loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them, or (b) any taxes imposed on net income of the Depositary or the Custodian, or (c) any liability or expense arising out of information relating to the Depositary or such Custodian, as the case may be, furnished in writing by the Depositary to the Company expressly for use in any registration statement, proxy statement, prospectus, preliminary prospectus or any other offering documents relating to the ADRs, the ADSs or any Deposited Securities represented by the ADSs.

The obligations set forth in this Section shall survive the termination of the Deposit Agreement and the succession or substitution of any party hereto.

Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying person”) of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights to seek indemnification except to the extent the indemnifying person is materially prejudiced by such failure) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without the consent of the indemnifying person, which consent shall not be unreasonably withheld.

Section 5.9 ADS Feesand Charges. The Company, the Holders, the Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with the issuance and cancellation of ADSs, and persons receiving ADSs upon issuance or whose ADSs are being cancelled shall be required to pay the Depositary’s fees and related charges (some of which may be cumulative) identified as payable by them respectively in the Fee Schedule attached hereto as Exhibit B. All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, any such change (excluding any changes to the waiver by the Depositary of fees and charges contemplated herein) may be made only in the manner contemplated in Section 6.1. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Any failure by the Company to timely pay any fees, charges and reimbursements of the Depositary for which the Company is responsible pursuant to the Deposit Agreement, or any ancillary agreement between the Depositary and the Company, may suspend the obligation of the Depositary to provide the services contemplated in the Deposit Agreement at the expense of the Company (including services being made available to Holders and Beneficial Owners), and the Depositary shall have no obligation to provide any such services made available at the Company’s expense (including services being made available to Holders and Beneficial Owners) unless and until payment has been made in full by the Company. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The obligations of the Company, Holders and Beneficial Owners to pay ADS fees, charges and reimbursements shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

Section 5.10 RestrictedSecurities Owners. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment/Supplement. Subject to the terms and conditions of this Section 6.1 and applicable law, the ADRs outstanding at any time, the provisions of the Deposit Agreement and the form of ADR attached hereto and to be issued under the terms hereof may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and the ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and any ADRs at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and any ADRs in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

Section 6.2 Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.

If any ADSs shall remain outstanding after the Termination Date, the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement.

At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement.

Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, with the consent of the Company, and shall, at the instruction of the Company, distribute to all Holders in a mandatory exchange for, and upon a mandatory cancellation of, their ADSs the corresponding Deposited Securities, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the applicable registration requirements under the Securities Act and the Exchange Act, and (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary. The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held in trust for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADSs to surrender their ADSs (and, if applicable, the ADRs representing such ADSs) in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g., by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and the Company shall holder any Deposited Securities surrendered to it by the Depositary and/or the Custodian in trust for the Holders and Beneficial Owners of the ADSs so cancelled.

After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9, 6.2 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).

ARTICLE VII

MISCELLANEOUS

Section 7.1 Counterparts. The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Copies of the Deposit Agreement shall be maintained with the Depositary and shall be open to inspection by any Holder during business hours.

Section 7.2 No Third-PartyBeneficiaries/Acknowledgments. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the Cayman Islands, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.

Section 7.3 Severability. In case any one or more of the provisions contained in the Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Holdersand Beneficial Owners as Parties; Binding Effect. The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.

Section 7.5 Notices. Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to Room C431, Changjiang Software Park, No. 180 South Changjiang Road, Baoshan District, Shanghai, 201900, People’s Republic of China, Attention: Ms. Yi Liu or to any other address which the Company may specify in writing to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New York, New York 10013, U.S.A., Attention: Depositary Receipts Department, or to any other address which the Depositary may specify in writing to the Company.

Any and all notices to be given to any Holder shall be deemed to have been duly given (a) if personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if such Holder shall have filed with the Depositary a request that notices intended for such Holder be mailed to some other address, at the address specified in such request, or (b) if a Holder shall have designated such means of notification as an acceptable means of notification under the terms of the Deposit Agreement, by means of electronic messaging addressed for delivery to the e-mail address designated by the Holder for such purpose. Notice to Holders shall be deemed to be notice to Beneficial Owners for all purposes of the Deposit Agreement. Failure to notify a Holder or any defect in the notification to a Holder shall not affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other Holders. Any notices given to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) constitute notice to the DTC Participants who hold the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs.

Delivery of a notice sent by mail, air courier or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box or delivered to an air courier service, without regard for the actual receipt or time of actual receipt thereof by a Holder. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from any Holder, the Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or facsimile transmission shall not be subsequently confirmed by letter.

Delivery of a notice by means of electronic messaging shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s records), notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve such message, or fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate a substitute e-mail address or for any other reason.

Section 7.6 GoverningLaw and Jurisdiction. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).

Except as set forth in the fourth (4^th^) paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with the Deposit Agreement, including without limitation claims under the Securities Act of 1933 arising out of or relating in any way to the Deposit Agreement, and, for such purposes, each irrevocably submits to the exclusive jurisdiction of such courts.

The Company hereby irrevocably designates, appoints and empowers Cogency Global Inc. (the “Agent”) now at 122 East 42nd Street, 18th Floor, New York, NY 10168 as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event of any suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement, or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. For the avoidance of doubt, the provisions of this paragraph are for the sole benefit of the Company and the Depositary, and shall not inure to the benefit of any Holder, Beneficial Owner, or any third party.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and 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 has been brought in an inconvenient forum.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, the Deposit Agreement, any ADR or the Deposited Property.

Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction, of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein.

EACH OF THE PARTIES TOTHE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF,OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAWOR OTHERWISE).

The provisions of this Section 7.6 shall survive any termination of the Deposit Agreement, in whole or in part.

Section 7.7 Assignment. Subject to the provisions of Section 5.4, the Deposit Agreement may not be assigned by either the Company or the Depositary.

Section 7.8 Compliancewith, and No Disclaimer under, U.S. Securities Laws.

(a) Notwithstanding anything in the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

Section 7.9 CaymanIslands Law References. Any summary of the laws and regulations of the Cayman Islands and of the terms of the Company’s Memorandum and Articles of Association set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Company’s Memorandum and Articles of Association may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update any such summaries.

Section 7.10 Titlesand References.

(a) DepositAgreement. All references in the Deposit Agreement to exhibits, articles, sections, subsections, and other subdivisions refer to the exhibits, articles, sections, subsections and other subdivisions of the Deposit Agreement unless expressly provided otherwise. The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant time between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to sections of the Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in the Deposit Agreement. References to “applicable laws and regulations” shall refer to laws and regulations applicable to the Company, the Depositary, the Custodian, their agents and controlling persons, ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.

(b) ADRs. All references in any ADR(s) to paragraphs, exhibits, articles, sections, subsections, and other subdivisions refer to the paragraphs, exhibits, articles, sections, subsections and other subdivisions of the ADR(s) in question unless expressly provided otherwise. The words “the Receipt”, “the ADR”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import used in any ADR refer to the ADR as a whole and as in effect at the relevant time, and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender in any ADR shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to paragraphs of any ADR are included for convenience only and shall be disregarded in construing the language contained in the ADR. References to “applicable laws and regulations” shall refer to laws and regulations applicable to the Company, the Depositary, the Custodian, their agents and controlling persons, the ADRs, the ADSs and the Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.

[Signature page on following page]

IN WITNESS WHEREOF, YOULIFE GROUP INC. and CITIBANK, N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of any beneficial interest therein.

YOULIFE GROUP INC.
By:	/s/ Yunlei<br> Wang
	Name:	Yunlei Wang
	Title:	Director
CITIBANK, N.A.
By:	/s/ Keith Galfo
	Name:	Keith Galfo
	Title:	Vice President

[Signature page to Deposit Agreement]

EXHIBIT A

[FORM OF ADR]

Number _____________	CUSIP NUMBER: _______
	American Depositary Shares (each American Depositary Share representing the right to receive one fully paid Class A ordinary share)

AMERICAN DEPOSITARY RECEIPT

for

AMERICAN DEPOSITARY SHARES

representing

DEPOSITED CLASS A ORDINARY SHARES

YOULIFE GROUP INC.

(Incorporated under the laws of the Cayman Islands)

CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited Class A ordinary shares, including evidence of rights to receive such Class A ordinary shares (the “Shares”), of Youlife Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. – Hong Kong (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

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(1) TheDeposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of July 9, 2025 (as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held on deposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.

The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Memorandum and Articles of Association of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Memorandum and Articles of Association, to which reference is hereby made.

All capitalized terms not defined herein shall have the meanings ascribed thereto in the Deposit Agreement.

The Depositary makes no representation or warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the Deposit Agreement.

(2) Surrender ofADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable ADS fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Memorandum and Articles of Association and of any applicable laws and the rules of the applicable book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.

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Upon satisfaction of each of the conditions specified above, the Depositary shall as promptly as commercially practicable (i) cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the ADSs so Delivered), (ii) direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Memorandum and Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation, and conversion of ADSs (as set forth in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR), the Depositary shall also, subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, cancel ADSs in connection with the conversion of ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case, (i) the number of ADSs of one series so cancelled shall equal the number of ADSs issued of the corresponding series, and (ii) the Depositary shall to the extent applicable direct the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series.

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Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

(3) Transfer,Combination and Split-up of ADRs. The Registrar shall as promptly as commercially practicable register the transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel this ADR and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject,however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

The Registrar shall as promptly as commercially practicable register the split-up or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject,however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

A-4

(4) Pre-Conditionsto Registration, Transfer, etc. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law.

The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use reasonable efforts to notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

(5) ComplianceWith Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other person(s) interested in such ADSs (and the Shares represented by such ADSs, as the case may be) and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request.

A-5

(6) OwnershipRestrictions. Notwithstanding any other provision contained in this ADR or of the Deposit Agreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.

(7) ReportingObligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

(8) Liability forTaxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADS held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

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(9) Representationsand Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

(10) Proofs,Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. The Depositary and the Registrar, as applicable, may, and at the written request of the Company, to the extent practicable, shall, withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and Section 7.8 of the Deposit Agreement, the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction.

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(11) ADSFees and Charges. The following ADS fees (some of which may be cumulative) are payable under the terms of the Deposit Agreement:

(i)	ADS Issuance Fee: by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares,<br>upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in<br>paragraph (iv) below, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) issued under the terms of the Deposit Agreement;
(ii)	ADS Cancellation Fee: by any person for whom ADSs are being cancelled (e.g., a cancellation of<br>ADSs for Delivery of deposited shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of<br>U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled;
---	---
(iii)	Cash Distribution Fee: by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or<br>fraction thereof) held for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements);
---	---
(iv)	Stock Distribution /Rights Exercise Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00<br>per 100 ADSs (or fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions,<br>or (b) an exercise of rights to purchase additional ADSs;
---	---
(v)	Other Distribution Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs<br>(or fraction thereof) held for the distribution of financial instruments, including, without limitation, securities, other than ADSs or<br>rights to purchase additional ADSs (e.g., spin-off shares and contingent value rights);
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(vi)	Depositary Services Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs<br>(or fraction thereof) held on the applicable record date(s) established by the Depositary;
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(vii)	Registration of ADS Transfer Fee: by any Holder of ADS(s) being transferred or by any person to<br>whom ADSs are transferred, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) transferred; and
---	---

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(viii)

ADS Conversion Fee: by any Holder of ADS(s) being converted or by any person to whom the converted ADSs are delivered, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) converted from one ADS series to another ADS series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferrable ADSs, and vice versa).

The Company, Holders, Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled shall be responsible for the following ADS charges (some of which may be cumulative) under the terms of the Deposit Agreement:

(a)	taxes (including applicable interest and penalties) and other governmental charges;
(b)	such registration fees as may from time to time be in effect for the registration of Shares or other Deposited<br>Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian,<br>the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
---	---
(c)	such SWIFT cable, telex and facsimile transmission and delivery expenses as are expressly provided in<br>the Deposit Agreement to be at the expense of (x) the person depositing Shares or withdrawing Deposited Property or (y) the Holders and<br>Beneficial Owners of ADSs;
---	---
(d)	in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges<br>of the Depositary and/or conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses,<br>spreads, taxes and other charges shall be deducted from the Foreign Currency;
---	---
(e)	any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the<br>Holders and Beneficial Owners in complying with currency exchange control or other governmental requirements;
---	---
(f)	the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program;<br>and
---	---
(g)	the amounts payable to the Depositary by any party to the Deposit Agreement pursuant to any ancillary<br>agreement to the Deposit Agreement in respect of the ADR program, the ADSs and the ADRs.
---	---

All ADS fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section 6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

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ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

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(12) Titleto ADRs. Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(13) Validityof ADR. The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has been (i) dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly-authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary.

(14) AvailableInformation; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549. The Depositary shall make available for inspection by Holders at its Principal Office, as promptly as commercially practicable after receipt thereof, any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company.

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Dated:

CITIBANK, N.A.,		CITIBANK, N.A.,
Transfer Agent and Registrar		as Depositary
By:		By:
	Authorized Signatory		Authorized Signatory

The address of the Principal Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.

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[FORM OF REVERSE OF ADR]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT

(15) Dividendsand Distributions in Cash, Shares, etc. (a) Cash Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon confirmation of receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary will (i) if any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and conditions described in Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges described in the Fee Schedule attached as Exhibit B to the Deposit Agreement and (b) applicable taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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(b) ShareDistributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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(c) ElectiveDistributions in Cash or Shares: Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares to be made available to Holders of ADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall determine in accordance with the Deposit Agreement whether such distribution is lawful and reasonably practicable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

(d) Distributionof Rights to Purchase Additional ADSs: Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to any Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms hereof and of Section 4.1 of the Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

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Notwithstanding anything herein or in the Deposit Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

(e) Distributionsother than Cash, Shares or Rights to Purchase Shares: Upon receipt of a notice indicating that the Company wishes property other than cash, Shares or rights to purchase additional Shares to be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

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If the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.

Neither the Depositary nor the Company shall be responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.

(16) Redemption. Upon timely receipt of notice from the Company that it intends to exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and upon determining that such proposed redemption is practicable, the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the Company’s intention to exercise the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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(17) Fixingof ADS Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. Subject to applicable law, the terms and conditions of this ADR and Sections 4.1 through 4.8 of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

(18) Voting ofDeposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner and timing in which such voting instructions may be given or deemed to have been given in accordance with Section 4.10 of the Deposit Agreement if, prior to the deadline for such purposes, (i) no voting instructions are received, in which case such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company in accordance with the terms and subject to the conditions set forth in Section 4.10 of the Deposit Agreement, or (ii) the voting instructions received from a Holder fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to timely request that the Depositary distribute the information as provided for in Section 4.10 of the Deposit Agreement, the Depositary agrees, following receipt of notice of the applicable meeting or solicitation of consents or proxies and, if the Depositary requests, reasonable and prompt consultation between the Company and the Depositary, to use commercially reasonable efforts to perform the actions contemplated in Section 4.10 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.10 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, if required, as provided herein.

Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

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Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (a) in the event voting takesplace at a shareholders’ meeting by a show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received timely from a majority of Holders of ADSs who provided voting instructions, and (b) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If voting is by poll and the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided,however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.

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(19) ChangesAffecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions of the Deposit Agreement, this ADR evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes) and receipt of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.

(20) Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

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(21) Standardof Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring interests in the Deposited Property (or the manner in which such interests are acquired or held), for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that may result from the ownership of, or any transaction involving, ADSs or Deposited Property, for the credit worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, for the manner in which a Holder or Beneficial Owner elects to own and/or hold ADSs (e.g., in a brokerage account vs. as registered Holder on the register of ADSs maintained by the Depositary), the type of ADSs a Holder or Beneficial Owner holds or owns (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.

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The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

(22) Resignationand Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90^th^ day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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(23) Amendment/Supplement. Subject to the terms and conditions of this paragraph 23, and Section 6.1 of the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

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(24) Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).

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(25) Compliancewith, and No Disclaimer under, U.S. Securities Laws. (a) Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

(26) No Third PartyBeneficiaries/Acknowledgements. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the Cayman Islands, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.

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(27) GoverningLaw / Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).

Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein.

EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO, THEDEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).

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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto______________________________ whose taxpayer identification number is_______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises.

Dated:	Name:
		By:
		Title:
NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.<br><br> <br><br><br> <br>If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR.
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SIGNATURE GUARANTEED	All<br>endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer<br>Association, Inc.
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Legends

[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing ‘partial entitlement’ Shares of the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”]

A-27

EXHIBIT B

FEE SCHEDULE

ADS FEES AND RELATED CHARGES

All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. Except as otherwise specified herein, any reference to ADSs herein includes Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.

I.	ADS Fees

The following ADS fees (some of which may be cumulative) are payable under the terms of the

Deposit Agreement:

Service	Rate	By Whom Paid
(1)<br> Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, ADS conversions,<br> or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued.	Person for whom ADSs are issued.
(2)<br> Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s)<br> ratio, ADS conversions, upon termination of the Deposit Agreement, or for any other reason).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled.	Person for whom ADSs are being cancelled.
(3)<br> Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(4)<br> Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase<br> additional ADSs.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.

B-1

(5) Distribution of financial instruments, including, without limitation, securities, other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares and contingent value rights).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(6) ADS Services.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.	Person holding ADSs on the applicable record date(s) established by the Depositary.
(7) Registration of ADS Transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) transferred.	Person for whom or to whom ADSs are transferred.
(8) Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferable ADSs, and vice versa) or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the Deposit Agreement).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) converted.	Person for whom ADSs are converted or to whom the converted ADSs are delivered.
II.	Charges
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(i)	taxes (including applicable interest and penalties) and other governmental charges;

B-2

(ii)	such registration fees as may from time to time be in effect for the registration of Shares or other Deposited<br>Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian,<br>the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
(iii)	such SWIFT cable, telex and facsimile transmission and delivery expenses as are expressly provided in<br>the Deposit Agreement to be at the expense of (x) the person depositing Shares or withdrawing Deposited Property or (y) the Holders and<br>Beneficial Owners of ADSs;
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(iv)	in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges<br>of the Depositary and/or conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses,<br>spreads, taxes and other charges shall be deducted from the Foreign Currency;
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(v)	any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the<br>Holders and Beneficial Owners in complying with currency exchange control or other governmental requirements;
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(vi)	the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program;<br>and
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(vii)	the amounts payable to the Depositary by any party to the Deposit Agreement pursuant to any ancillary<br>agreement to the Deposit Agreement in respect of the ADR program, the ADSs and the ADRs.
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The above fees and charges may at any time and from time to time be changed by agreement between the Company and the Depositary and may be assessed cumulatively based on cumulative functions of services rendered.

B-3

Exhibit 2.6

AMENDMENT TO WARRANT AGREEMENT

THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of July 9, 2025 by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), (ii) YoulifeGroup Inc., a Cayman Islands exempted company (the “Pubco”), and (iii) Continental Stock Transfer& Trust Company, a New York corporation, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, Purchaser and the Agent are parties to that certain Warrant Agreement, dated as of February 15, 2023 (as amended, including without limitation by this Amendment, the “Warrant Agreement”), pursuant to which the Agent agreed to act as the Purchaser’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares underlying the units of the Purchaser issued in Purchaser’s initial public offering (“IPO”) (the “Public Warrants”), (ii) warrants to purchase ordinary shares of the Purchaser acquired by Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in a private placement concurrent with the IPO (the “Private Placement Warrants”), and (iii) warrants to purchase shares of ordinary shares underlying the units of Purchaser issuable to the Sponsor or an affiliate of the Sponsor or certain officers and directors of Purchaser upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants”, and together with the Public Warrants and the Private Placement Warrants, the “Warrants”);

WHEREAS, (i) Purchaser, (ii) Pubco, (iii) Sponsor, (iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (the “First Merger Sub”), (v) Youlife II Limited, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (the “Second Merger Sub”), and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company (the “Target”), are parties to that certain Business Combination Agreement, dated as of May 17, 2024, as amended on November 13, 2024 and January 17, 2025 (as it may be further amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”)

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing Date, First Merger Sub will merge with and into Target (the “First Merger”), with Target surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of Target being converted into the right to receive shares of Pubco; (ii) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Purchaser being converted into the right to receive substantially equivalent securities of Pubco (in the form of Pubco ADSs, except for certain restricted securities); and, in connection therewith, and (iii) each outstanding Purchaser Public Warrant shall be converted into the right to receive one Pubco Public Warrant, and each outstanding Purchaser Private Warrant shall be converted into the right to receive one Pubco Private Warrant, subject to the terms and conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;

WHEREAS, upon consummation of the Mergers, as provided in Section 4.4 of the Warrant Agreement, each of the issued and outstanding Warrants will no longer be exercisable for Purchaser Class A Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Warrant Agreement as amended hereby) for the same number of Pubco Class A Ordinary Shares at the same exercise price per share during the same exercise period and otherwise on the same terms as the warrant being assumed;

WHEREAS, from and after the Effective Time (as defined below), all references to “ordinary shares” in the Warrant Agreement (including all Exhibits thereto) shall mean Class A ordinary shares, par value $0.0001 per share, of Pubco (together with any other securities of Pubco or any successor entity issued in consideration of (including as share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like) or in exchange for any of such securities, “Pubco Ordinary Shares”);

WHEREAS, the board of directors of Purchaser has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Warrant Agreement); and

WHEREAS, in connection with the Mergers, Purchaser desires to assign all of its right, title and interest in the Warrant Agreement to Pubco effective upon the Effective Time, and Pubco wishes to accept such assignment and assume all the liabilities and obligations of Purchaser under the Warrant Agreement effective upon the Effective Time with the same force and effect as if Pubco were initially a party to the Warrant Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Assignment and Assumption; Consent.

(a) Assignment and Assumption. The parties hereby agree to add Pubco as a party to the Warrant Agreement effective upon the Effective Time. In connection therewith, Purchaser hereby assigns to Pubco, from and after the Effective Time, all of Purchaser’s right, title and interest in and to the Warrant Agreement and the Warrants (each as amended hereby). Pubco hereby assumes and agrees, from and after the Effective Time, to pay, perform, satisfy and discharge in full, as the same become due, all of Purchaser’s liabilities and obligations under the Warrant Agreement and the Warrants (each as amended hereby) arising from and after the Effective Time with the same force and effect as if Pubco were initially a party to the Warrant Agreement. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Warrant Agreement, as amended by this Amendment, from and after the Effective Time, as if it were the original “Company” party thereto.

(b) Consent. The Warrant Agent hereby consents to the assignment of the Warrant Agreement and the Warrants by Purchaser to Pubco and the assumption by Pubco of the Purchaser’s obligations under the Warrant Agreement pursuant to Section 1 hereof effective as of the Effective Time, the assumption of the Warrant Agreement and Warrants by Pubco from Purchaser pursuant to Section 1 hereof effective as of the effective time of the Mergers (the “Effective Time”), and to the continuation of the Warrant Agreement and Warrants in full force and effect from and after the Effective Time, subject at all times to the Warrant Agreement and Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Warrant Agreement and this Agreement.

Amendments to Warrant Agreement. The parties hereto hereby agree to the following amendments to the Warrant Agreement, in each case effective as of the Effective Time:

(a) Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Warrant Agreement as if they were set forth therein.

(b) Preamble. The preamble of the Warrant Agreement is hereby amended by deleting “Distoken Acquisition Corporation, a Cayman Islands exempted company” and replacing it with “Youlife Group Inc., a Cayman Islands exempted company”. As a result thereof, all references to the “Company” in the Warrant Agreement shall be amended such that they refer to Pubco rather than Purchaser.

(c) Reference to Company Ordinary Shares. All references to “Ordinary Shares” in the Warrant Agreement (including all Exhibits thereto) shall mean Pubco Class A Ordinary Shares, except when describing the ordinary shares issuable upon exercise of Public Warrants or any Private Placement Warrants or Working Capital Warrants where the underlying shares issuable upon exercise of such Warrants will not be restricted shares upon issuance, where all references to “Ordinary Shares” shall mean Pubco Class A Ordinary Shares in the form of American depository shares (“Pubco ADSs”).

(d) Reference to Warrants. All references to “Warrants” as used in the Warrant Agreement (including all Exhibits thereto) shall include any and all Pubco Warrants into which the Warrants automatically convertupon the Effective Time. The parties further agree that any reference (as applicable and as appropriate) in the Warrant Agreement to a Warrant will instead refer to Pubco Warrants (and any warrants of Pubco or any successor entity issued in consideration of or in exchange for any of such warrants).

(e) Notices. Section 9.2 of the Warrant Agreement is hereby amended, effective upon the Effective Time, to delete the address of the Company for notices under the Warrant Agreement and instead add the following address for notices to Pubco under the Warrant Agreement as the “Company” party thereunder:

If to Pubco to:	with a copy (which will not constitute notice) to:
Youlife Group Inc.	Baker & McKenzie LLP
Room C431, Changjiang Software Park,	Suite 3401, China World Office 2
No. 180 South Changjiang Road, Baoshan District,	China World Trade Centre
Shanghai, 201900, China	1 Jianguomenwai Dajie, Beijing, China, 100004
Attn: Ms. Yi Liu	Telephone No.: +86 10 6535-3800
Telephone No.: +86 21 6173 6744
Email: [email protected]	and a copy to:
	Haiwen & Partners
	20/F Fortune Financial Center 5 Dong San Huan Central
	Road Chaoyang District Beijing 100020, China
	Facsimile No.: +86 10 8560 6999
	Telephone No.: +86 10 8560 6888

Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Warrant Agreement, as it applies to the amendments to the Warrant Agreement herein, including without limitation Section 9 of the Warrant Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFTBLANK; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each party hereto has caused this Amendment to Warrant Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.

Purchaser:
Distoken Acquisition<br> Corporation
By:	/s/ Jian Zhang
Name:	Jian Zhang
Title:	Chief Executive Officer
Pubco:
Youlife Group<br> Inc.
By:	/s/ Wang Yunlei
Name:	Wang Yunlei
Title:	Chief Executive Officer
Agent:
CONTINENTAL STOCK<br> TRANSFER & TRUST COMPANY
By:	/s/ Margaret<br> B. Lloyd
Name:	Margaret B. Lloyd
Title:	Vice President

[Signature Page to Amendment to Warrant Agreement]

Exhibit 4.5

AMENDMENT TO FOUNDER REGISTRATIONRIGHTS AGREEMENT

THIS AMENDMENT TO FOUNDER REGISTRATIONRIGHTS AGREEMENT (this “Amendment”) is made and entered into as of July 9, 2025, and shall be effective as of the Closing (as defined in the Business Combination Agreement (as defined below), by and among (i) Youlife Group Inc., a Cayman Islands exempted company, (“Pubco”), (ii) Distoken Acquisition Corporation, a Cayman Islands exempted company, (“Purchaser”), (iii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iv) the other parties listed on the signature pages hereto as “Holders” that execute and deliver a copy of this Amendment (together with the Sponsor, being referred to herein as a “Signing Holder” and collectively as the “SigningHolders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, Purchaser and the Signing Holders and the other parties named therein as “Holders” (collectively with the Signing Holders, the “Holders”) are parties to that certain Registration Rights Agreement, dated as of February 15, 2023 (the “Original Agreement” and, as amended by this Amendment, the “Registration Rights Agreement”), pursuant to which Purchaser granted certain registration rights to the Holders named therein with respect to Purchaser’s securities;

WHEREAS, on May 17, 2024, (i) Purchaser, (ii) Pubco, (iii) Sponsor, (iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) Youlife II Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company (the “Target”), entered into that certain Business Combination Agreement (as amended on November 13, 2024 and January 17, 2025 and as may be further amended from time to time in accordance with the terms thereof, the “BusinessCombination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) one Business Day prior to the Closing Date, First Merger Sub will merge with and into Target (the “First Merger”), with Target surviving the First Merger as a wholly-owned subsidiary of Pubco and with the outstanding securities of Target being converted into the right to receive shares of Pubco; (ii) on the Closing Date, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the outstanding securities of the Purchaser being converted into the right to receive substantially equivalent securities of Pubco (in the form of Pubco ADSs, except for certain restricted securities), subject to the terms and conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;

WHEREAS, prior to the consummation of the transactions contemplated by the Business Combination Agreement, Pubco and certain of the Sellers have or will enter into a Registration Rights Agreement (as amended from time to time in accordance with the terms thereof, the “SellerRegistration Rights Agreement”) for Pubco to grant the Sellers certain registration rights with respect to certain of the Sellers’ “Registrable Securities” as defined therein (the “Seller Securities”);

WHEREAS, the parties hereto desire to amend the Original Agreement to add Pubco as a party to the Registration Rights Agreement and to revise the terms thereof in order to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of the Pubco Ordinary Shares and Pubco ADSs and assumption of the Purchaser Warrants thereunder and the Seller Registration Rights Agreement; and

WHEREAS, pursuant to Section 5.5 of the Original Agreement, the Original Agreement can be amended with the written consent of Purchaser and the holders of at least a majority in interest of the Registrable Securities at the time in question.

Addition of Pubco as a Party to the Registration Rights Agreement. The parties hereby agree to add Pubco as a party to the Registration Rights Agreement. The parties further agree that, from and after the Closing, all of the rights and obligations of Purchaser under the Registration Rights Agreement shall be, and hereby are, assigned and delegated to and assumed by Pubco as if it were the original “Company” party thereto. Pubco hereby assumes and agrees, from and after the Closing, to pay, perform, satisfy, and discharge in full, as the same become due, all of Purchaser’s liabilities and obligations under the Registration Rights Agreement (as amended hereby) arising from and after the Closing with the same force and effect as if Pubco were initially a party to the Registration Rights Agreement as the “Company” thereunder. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Registration Rights Agreement, including from and after the Closing as if it were the original “Company” party thereto.
Amendments to Registration Rights Agreement. The Parties hereby agree to the following amendments to the Registration Rights Agreement:

(a) The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Registration Rights Agreement as if they were set forth therein.

(b) The parties hereby agree that the term “Registrable Security” shall include any Pubco Ordinary Shares or Pubco ADS’s issued by Pubco to the Holders under the Business Combination Agreement for its Registrable Securities of Purchaser, any Pubco ADS’s delivered to the Holders upon exchange after the Closing for any the foregoing Pubco Ordinary Shares and any Purchaser Public Warrants or Purchaser Private Warrants assumed by Pubco in connection therewith and any Pubco Ordinary Shares or Pubco ADSs issuable upon exercise or conversion of such Pubco Public Warrants or Pubco Private Warrants and any other securities of Pubco or any successor entity issued to the Holders in consideration of (including as share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like) or in exchange for any of such securities. The parties also agree that any reference in the Registration Rights Agreement to “Ordinary Shares” will instead refer to Pubco Ordinary Shares, and any other securities of Pubco or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities, including Pubco ADS’s.

“2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, the Sponsor may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “DemandRegistration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as soon as reasonably practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective.”

(d) Section 2.1.4 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Requesting Holders in writing that the dollar amount or number of Registrable Securities which the Requesting Holders desire to sell, taken together with all other Pubco ADSs or other securities which the Company desires to sell and the Pubco ADS’s or other securities, if any, as to which Registration by the Company has been requested pursuant to written contractual piggy-back registration rights held by other security holders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “MaximumNumber of Securities”), then the Company shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Requesting Holders and the Seller Securities for the account of any Persons who have exercised demand registration rights pursuant to the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADS’s or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADS’s or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Company securities that are convertible into Pubco ADS’s or Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Company securities on an as-converted basis.”

(e) Section 2.2.2 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of Pubco ADSs or other Company securities which the Company desires to sell, taken together with the Pubco ADSs or other Company securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Investors holding Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Pubco ADSs or other Company securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security holders of the Company, exceeds the Maximum Number of Securities, then the Company shall include in any such registration:

(a) If the registration is undertaken for the Company’s account: (i) first, the Pubco ADSs or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco ADSs or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Pubco ADSs or other securities for the account of the Demanding Holders and the Seller Securities for the account of any Persons who have exercised demand registration rights pursuant to the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(c) If the registration is a “demand” registration undertaken at the demand of holders of Seller Securities under the Seller Registration Rights Agreement: (i) first, the Seller Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Seller Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and

(d) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Seller Securities exercising demand registration rights under the Seller Registration Rights Agreement: (i) first, the Pubco ADSs or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.

In the event that Company securities that are convertible into Pubco ADSs or Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Company securities on an as-converted basis. Notwithstanding anything to the contrary above, to the extent that the registration of a Holder’s Registrable Securities would prevent the Company or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering.”

(f) Section 2.2.3 of the Original Agreement is hereby amended to insert “at least two (2) business days before” immediately prior to the phrase “the effectiveness of such Registration Statement” in the second sentence thereof.

(g) Section 2.3 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“FormS-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twenty (20) days (or ninety (90) calendar days if the Company is required to include therein additional financial information that is not previously included in a filing with the Commission) after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $1,000,000.”

(h) Section 3.1.8 of the Original Agreement is hereby amended and restated in the entirety as follows:

“3.1.8 at least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;”

(i) Section 5.1 of the Original Agreement is hereby amended to delete the address for Company for notices under the Registration Rights Agreement and instead add the following address for notices to Pubco under the Registration Rights Agreement: “Youlife Group Inc., Room C431, Changjiang Software Park, No. 180 South Changjiang Road, Baoshan District, Shanghai, 201900, China, Attn: Ms. Yi Liu, Telephone No.: +86 13062818313, E-mail: [email protected]” as the “Company” party thereunder.

(j) The Original Agreement is hereby amended to add the following new Section 5.8:

5.8 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.”

Acknowledgement of Seller Registration Rights Agreement. The parties hereby acknowledge and agree that, notwithstanding Section 5.6 of the Registration Rights Agreement, in connection with the Business Combination Agreement, Pubco has entered into the Seller Registration Rights Agreement with respect to the Seller Securities, and consent to the foregoing.
Effectiveness. This Amendment shall become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Registration Rights Agreement in the Original Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Registration Rights Agreement, as amended by this Amendment (or as the Registration Rights Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Original Agreement, including Sections 5.4 thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this First Amendment to Registration Rights Agreement as of the date first above written.

Pubco:
Youlife Group Inc.
By:	/s/ Wang Yunlei
Name:	Wang Yunlei
Title:	Director

[Signature Page to First Amendment to FounderRegistration Rights Agreement]

Pubco:
Youlife Group Inc.
By:
Name:	Yunlei Wang
Title:	Chief Executive Officer
Purchaser:
---	---
Distoken Acquisition Corporation
By:	/s/ Jian Zhang
Name:	Jian Zhang
Title:	Chief Executive Officer
Holders:
---	---
Xiaosen Sponsor LLC
By:	/s/ Jian Zhang
Name:	Jian Zhang
Title:	Manager
I-Bankers Securities, Inc.
---	---
By:	/s/ Matthew J. McCloskey
Name:	Matthew J. McCloskey
Title:	President

{Signature Page to First Amendment to Founder RegistrationRights Agreement}

Exhibit 4.6

SELLER REGISTRATION RIGHTS AGREEMENT

THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 9, 2025 by and among (i) Youlife Group Inc., a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Holders” on the signature pages hereto (each, an “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, on May 17, 2024, (i) Distoken Acquisition Corporation, a Cayman Islands exempted company, (“Purchaser”), (ii) Pubco, (iii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), (iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) Youlife II Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), entered into that certain Business Combination Agreement (as amended on November 13, 2024 (the “First BCA Amendment”) and January 17, 2025 and as may be further amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) one Business Day prior to the Closing Date, First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and with the outstanding securities of the Company being converted into the right to receive shares of Pubco; (ii) on the Closing Date, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the outstanding securities of the Purchaser being converted into the right to receive substantially equivalent securities of Pubco (in the form of Pubco ADSs, except for certain restricted securities), subject to the terms and conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;

WHEREAS, in connection with the execution of the Business Combination Agreement, each of the Holders entered into a lock-up agreement with Pubco, each of which will be amended prior to the Closing in accordance with the First BCA Amendment (each, as amended from time to time in accordance with the terms thereof, a “Lock-Up Agreement”), pursuant to which each Holder agreed not to transfer its Pubco securities for a certain period of time after the Closing as stated in the Lock-Up Agreement; and

WHEREAS, the parties desire to enter into this Agreement to provide the Holders with certain rights relating to the registration of the Pubco ADS’s and Pubco Ordinary Shares received by the Holders under the Business Combination Agreement (and Pubco ADS’s delivered to the Holders upon exchange after the Closing for any of the foregoing Pubco Ordinary Shares).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business Combination Agreement” is defined in the recitals to this Agreement.

“Company” is defined in the recitals to this Agreement.

“Demand Registration” is defined in Section 2.1.1.

“Demanding Holder” is defined in Section 2.1.1.

“DisinterestedIndependent Director” means an independent director serving on Pubco’s board of directors at the applicable time of determination that is disinterested in this Agreement (i.e., such independent director is not a Holder, an Affiliate of a Holder, or an officer, director, manager, employee, trustee or beneficiary of a Holder or its Affiliate, nor an immediate family member of any of the foregoing).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“First BCA Amendment” is defined in the recitals to this Agreement.

“First Merger” is defined in the recitals to this Agreement.

“First Merger Sub” is defined in the recitals to this Agreement.

“Founder RegistrationRights Agreement” means that certain Registration Rights Agreement dated as of February 15, 2023, by and among Purchaser, the Sponsor, I-Bankers Securities, Inc. and the other holders of “Registrable Securities” thereunder, as it is to be amended at or prior to the Closing, including by the First Amendment to Registration Rights Agreement, and as it may further be amended in accordance with the terms thereof.

“Founder Securities” means those securities included in the definition of “Registrable Securities” specified in the Founder Registration Rights Agreement.

“Holder(s)” is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable Securities) of a Holder permitted under this Agreement and such Holder’s Lock-Up Agreement.

“Holder Indemnified Party” is defined in Section 4.1.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Lock-Up Agreement” is defined in the recitals to this Agreement.

“Maximum Number of Securities” is defined in Section 2.1.4.

“Mergers” is defined in the recitals to this Agreement.

“Piggy-Back Registration” is defined in Section 2.2.1.

“Pro Rata” is defined in Section 2.1.4.

“Proceeding” is defined in Section 6.9.

“Pubco” is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.

“Purchaser” is defined in the recitals to this Agreement.

“Register,” “Registered” and “Registration” mean a registration or offering effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means the Pubco ADS’s and Pubco Ordinary Shares received by the Holders under the Business Combination Agreement, and any Pubco ADS’s delivered to the Holders upon exchange after the Closing for any the foregoing Pubco Ordinary Shares; provided, that for the avoidance of doubt, Pubco shall not be required under this Agreement to register any Pubco Securities other than Pubco ADS’s (or any successor securities that are listed on a national securities exchange). Registrable Securities include any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement of the foregoing securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an “Holder holding Registrable Securities” (or words to that effect) under this Agreement only if they are a Holder or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Holder permitted under this Agreement and such Holder’s Lock-Up Agreement.

“RegistrationStatement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Second Merger” is defined in the recitals to this Agreement.

“Second Merger Sub” is defined in the recitals to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Short Form Registration” is defined in Section 2.3.

“Specified Courts” is defined in Section 6.9.

“Sponsor” is defined in the recitals to this Agreement.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

REGISTRATION RIGHTS.

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, Holders holding a majority-in-interest of the Registrable Securities then issued and outstanding (for the avoidance of any doubt, throughout this agreement, such determination is based on the number of Registrable Securities held by the Holders and not the voting rights of those Registrable Securities) may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will notify all other Holders holding Registrable Securities of the demand, and each Holder holding Registrable Securities who wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within fifteen (15) days after the receipt by the Holder of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

2.1.2 Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwritten offering by a majority-in-interest of the Holders initiating the Demand Registration and reasonably acceptable to Pubco.

2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Pubco ADS’s or other securities which Pubco desires to sell and the Pubco ADS’s or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADS’s or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADS’s or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco ADS’s or Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted basis.

2.1.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to Pubco and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as a Demand Registration provided for in Section 2.1.

2.2 Piggy-Back Registration.

2.2.1 Piggy-Back Rights. Subject to Section 2.4, if at any time after the Closing Pubco proposes to file a Registration Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco and by security holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment plan, then Pubco shall (x) give written notice of such proposed filing to Holders holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to Holders holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days following receipt of such notice (a “Piggy-BackRegistration”). To the extent permitted by applicable securities laws with respect to such registration by Pubco or another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises Pubco and Holders holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of Pubco ADS’s or other Pubco securities which Pubco desires to sell, taken together with the Pubco ADS’s or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Holders holding Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Pubco ADS’s or other Pubco securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security holders of Pubco, exceeds the Maximum Number of Securities, then Pubco shall include in any such registration:

(a) If the registration is undertaken for Pubco’s account: (i) first, the Pubco ADS’s or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco ADS’s or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Pubco ADS’s or other securities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADS’s or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADS’s or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADS’s or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADS’s or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and

(d) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco ADS’s or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADS’s or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADS’s or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.

In the event that Pubco securities that are convertible into Pubco ADS’s or Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted basis. Notwithstanding anything to the contrary above, to the extent that the registration of a Holder’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering.

2.2.3 Withdrawal. Any Holder holding Registrable Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to at least two (2) business days before the effectiveness of such Registration Statement without any liability to the applicable Holder, subject to the next sentence and the provisions of Section 4. Notwithstanding any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 (subject to the limitations set forth therein) by Holders holding Registrable Securities that requested to have their Registrable Securities included in such Piggy-Back Registration.

2.3 Short Form Registrations. After the Closing, subject to Section 2.4, Holders holding Registrable Securities may at any time and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written notice of the proposed registration to all other Holders holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Holders holding Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.4 Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Holders shall not be entitled to request, and Pubco shall not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration or Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions under the Holder’s Lock-Up Agreement.

REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement. Pubco shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Holders requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.

3.1.2 Copies. Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to Holders holding Registrable Securities included in such registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as Holders holding Registrable Securities included in such registration or legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders.

3.1.3 Amendments and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this Agreement.

3.1.4 Notification. After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such filing, notify Holders holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to Holders holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, Pubco shall furnish to Holders holding Registrable Securities included in such Registration Statement and to the legal counsel for any such Holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Holders and their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.

3.1.5 State Securities Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Holders holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other acts and things that may be necessary or advisable to enable Holders holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise subject.

3.1.6 Agreements for Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into reasonable customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Pubco in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of Holders holding Registrable Securities included in such Registration Statement. No Holder holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7 Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records. Pubco shall make available for inspection by Holders holding Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any Holder holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality agreement prior to sharing any such information.

3.1.9 Opinions and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters, to the extent so reasonably required by any underwriting agreement.

3.1.10 Earnings Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11 Listing. Pubco shall use its best efforts to cause all Registrable Securities that are Pubco ADS’s included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Holders holding a majority-in-interest of the Registrable Securities included in such registration.

3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000, Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Holder holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Holder will deliver to Pubco all copies, other than permanent file copies then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses (up to a maximum of $15,000 in the aggregate in connection with such registration) of one legal counsel selected by Holders holding a majority-in-interest of the Registrable Securities included in such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other relevant documents. Pubco shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling security holders and Pubco shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of securities each is selling in such offering.

3.4 Information. Holders holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Holders selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably requested by Pubco or the managing Underwriter.

INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Holder, and each Holder’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls a Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Holder Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2 Indemnification by Holders Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Holder selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless Pubco, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Pubco by such selling Holder expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Holder, such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Holder.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “IndemnifiedParty”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Holder holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

RULE 144.

5.1 Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as Holders holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

MISCELLANEOUS.

6.1 Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i) Registrable Securities and (ii) Founder Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part, unless Pubco first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by such Holder which is permitted by such Holder’s Lock-Up Agreement; provided that no assignment by any Holder of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.

6.3 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Pubco, to:	With a copy to (which shall not constitute notice):
Youlife Group Inc.	Wilson Sonsini Goodrich & Rosati PC
Unit C431, Changjiang Software Park	Unit 2901, 29F, Tower C, Beijing Yintai Centre
180 South Changjiang Road	No. 2 Jianguomenwai Avenue
Baoshan District, Shanghai, China	Chaoyang District, Beijing, China
Attn: Yi Liu	Facsimile: +86 10 65298399
Telephone No.: +86 13062818313	Telephone No.: +86 10 6529 8300
E-mail: [email protected]	Email: [email protected]
If to a Holder, to: the address set forth underneath such Holder’s name on the signature page hereto.
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6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Seller receiving Pubco ADS’s or Pubco Ordinary Shares in connection with the Closing who is contemplated by the Business Combination Agreement to become a party to this Agreement, such Seller failing to provide such signature shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as amongst such other parties.

6.5 Entire Agreement. This Agreement (together with the Business Combination Agreement and the Lock-Up Agreements to the extent incorporated herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any other Ancillary Document or the rights or obligations of the parties under the Founder Registration Rights Agreement.

6.6 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

6.7 Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco (after the Closing by a majority of the Disinterested Independent Directors) and Holders holding a majority-in-interest of the Registrable Securities; provided, that any amendment or waiver of this Agreement which affects a Holder in a manner materially and adversely disproportionate to other Holders will also require the consent of such Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.8 Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.9 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Courts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (a “Proceeding”), and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

6.10 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

6.11 Authorization to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested Independent Directors, by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, is authorized and shall have the sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and remedies under this Agreement. Without limiting the foregoing, in the event that a Holder serves as a director, officer, employee or other authorized agent of Pubco, such Holder shall have no authority, express or implied, to act or make any determination on behalf of Pubco in connection with this Agreement or any dispute or Action with respect hereto.

6.12 Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

6.13 Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGES FOLLOW}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Pubco:
YOULIFE GROUP INC.
By:	/s/ Wang Yunlei
Name:	Wang Yunlei
Title:	Director

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Holder:
YOUTCH INVESTMENT CO., LTD
By:	/s/ Wang Yunlei
	Name:	WANG YUNLEI
	Title:	Director
Address for Notice:
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Address: Room C431, Changjiang Software Park
No.180 South Changjiang Road
Baoshan District, Shanghai 201900, China
Facsimile No.:
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Telephone No.:	+86 21 6173-6744
Email:	[email protected]

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Holder:
Xiaolin Gou
By:	/s/ Xiaolin Gou
	Name:	Xiaolin Gou
Address for Notice:
Address: Room C431, Changjiang Software Park
No.180 South Changjiang Road
Baoshan District, Shanghai 201900, China
Facsimile No.:
Telephone No.: +86 138 2226 2173
Email: [email protected]

{Signature Page toRegistration Rights Agreement}

Exhibit 4.14

FORM OF EMPLOYMENTAGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of, 2025 by and between Youlife Group Inc. (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and (PRC ID Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1.	POSITION

The Executive hereby accepts a position of Chief Executive Officer (the “Employment”) of the Company.

2.	TERM

Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be 5 years, commencing on, 2025 (the “Effective Date”), until, 2030 unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the initial 5-year term, the Employment shall be automatically extended for successive one-year terms unless either party gives the other party hereto a prior written notice to terminate the Employment prior to the expiration of such one-year term or unless terminated earlier pursuant to the terms of this Agreement.

3.	DUTIES AND RESPONSIBILITIES

The Executive’s duties at the Company will include all jobs assigned by the Company’s Chief Executive Officer. If the Executive is the Chief Executive Officer of the Company, the Executive’s duties will include all jobs assigned by the Board of Directors of the Company (the “Board”).

The Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement and the guidelines, policies and procedures of the Company approved from time to time by the Board.

The Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in the business or entity that competes with that carried on by the Company (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his/her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

4.	NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

5.	LOCATION

The Executive will be based in Shanghai, China or any other location as requested by the Company during the term of this Agreement.

6.	COMPENSATION AND BENEFITS
a)	Cash Compensation. The<br>Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive<br>under applicable law) shall be provided by the Company pursuant to the employment agreement entered into between the Executive and Shanghai<br>Youerlan Information Technology Co., Ltd., a PRC subsidiary of the Company.
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b)	Equity Incentives. To<br>the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible for participating in such plan pursuant<br>to the terms thereof as determined by the Company.
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c)	Benefits. The<br>Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted<br>by the Company in the future, including, but not limited to, any retirement plan, and travel/holiday policy.
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TERMINATION OF THE AGREEMENT

By the Company. The Company may terminate the Employment for cause, at any time, without advance notice or remuneration, if (i) the Executive is convicted or pleads guilty to a felony, to an act of fraud, misappropriation or embezzlement or to any crime involving moral turpitude, (ii) the Executive has been negligent or acted dishonestly to the detriment of the Company, (iii) the Executive has engaged in actions amounting to misconduct or failed to perform his/her duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure, (iv) the Executive has died, or (v) the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his/her employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

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In addition, the Company may terminate the Employment without cause, at any time, upon one-month prior written notice to the Executive. Upon termination without cause, the Company shall provide the Executive with a severance payment in cash in an amount equal to the Executive’s 3-month salary at the then current rate. Under such circumstance, the Executive agrees not to make any further claims for compensation for loss of office, accrued remuneration, fees, wrongful dismissal or any other claim whatsoever against the Company or its subsidiaries or the respective officers or employees of any of them**.**

By the Executive. If there is a material and substantial reduction in the Executive’s existing authority and responsibilities, the Executive may resign upon one-month prior written notice to the Company. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board.

Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

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8.	CONFIDENTIALITY AND NONDISCLOSURE
a)	Confidentialityand Non-disclosure. In the course of the Executive’s services, the Executive may have access to the Company and/or<br>the Company’s customer/supplier’s and/or prospective customer/supplier’s trade secrets and confidential information,<br>including but not limited to those embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information<br>storage devices, hardware, or other media or vehicles, pertaining to the Company and/or the Company’s customer/supplier’s<br>and/or prospective customer/supplier’s business. All such trade secrets and confidential information are considered confidential.<br>All materials containing any such trade secret and confidential information are the property of the Company and/or the Company’s<br>customer/supplier and/or prospective customer/supplier, and shall be returned to the Company and/or the Company’s customer/supplier<br>and/or prospective customer/supplier upon expiration or earlier termination of this Agreement. The Executive shall not directly or indirectly<br>disclose or use any such trade secret or confidential information, except as required in the performance of the Executive’s duties<br>in connection with the Employment, or pursuant to applicable law.
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b)	Trade Secrets. During and after the Employment,<br>the Executive shall hold the Trade Secrets in strict confidence; the Executive shall not disclose these Trade Secrets to anyone except<br>other employees of the Company who have a need to know the Trade Secrets in connection with the Company’s business. The Executive<br>shall not use the Trade Secrets other than for the benefits of the Company.
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“Trade Secrets” means information deemed confidential by the Company, treated by the Company or which the Executive know or ought reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies, methods, inventions, conceptions, technology, technical data, financial information, corporate structure and know-how, relating to the business and affairs of the Company and its subsidiaries, affiliates and business associates, whether embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other media or vehicles. Trade Secrets do not include information generally known or released to public domain through no fault of yours.

**Former EmployerInformation.**The Executive agrees that he or she has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

**Third Party Information.**The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.

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This Section 8 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.

INVENTIONS

Inventions Retainedand Licensed. The Executive has attached hereto, as Schedule A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule A, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

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b)	Disclosure andAssignment of Inventions. The Executive understands that the Company engages in research and development and other activities<br>in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions<br>to and create inventions of value for the Company.

From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assign all his/her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

Patent and CopyrightRegistration. The Executive agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Executive’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will reasonably compensate the Executive after such termination for time or expenses actually spent by the Executive at the Company’s request on such assistance. The Executive appoints the Secretary of the Company as the Executive’s attorney-in-fact to execute documents on the Executive’s behalf for this purpose.

Return of ConfidentialMaterial. In the event of the Executive’s termination of employment with the Company for any reason whatsoever, Executive agrees promptly to surrender and deliver to the Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any confidential information or to his/her employment, and Executive will not retain or take with him or her any tangible materials or electronically stored data, containing or pertaining to any confidential information that Executive may produce, acquire or obtain access to during the course of his/her employment.

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This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

10.	CONFLICTING EMPLOYMENT.

The Executive hereby agrees that, during the term of his/her employment with the Company, he will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior written consent of the Company.

11.	NON-COMPETITION AND NON-SOLICITATION

In consideration of the compensation provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agree that during the term of the Employment and for a period of two years following the termination of the Employment for whatever reason:

a)	The Executive will<br>not approach suppliers, clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the<br>Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which<br>will harm the business relationship between the Company and such persons and/or entities;
b)	unless expressly consented<br>to by the Company, the Executive will not assume employment with or provide services to any Competitor, or engage, whether as principal,<br>partner, licensor or otherwise, in any Competitor; and
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c)	unless expressly consented<br>to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever,<br>to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding<br>such termination.
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The provisions contained in Section 11 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 11 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

12.	WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

13.	ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

14.	SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

15.	ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.

16.	GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of the State of New York, USA, without regard to the conflicts of law principles.

17.	AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

18.	WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

19.	NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party; or (iv) sent by e-mail with confirmation of receipt.

20.	COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

21.	NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

[Remainderof this page has been intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

Youlife Group Inc.
By:
Name:
Title:
Executive
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Signature:
Name:

Schedule A

List of Prior Inventions

Title	Date	Identifying Number<br><br> <br>or Brief Description

No inventions or improvements

Additional Sheets Attached

Signature of Executive:

Print Name of Executive:

Date:

Exhibit 4.15

FORM OF DIRECTOR AGREEMENT

This Director Agreement (the “Agreement”) is made and entered into as of _______________, by and between Youlife Group Inc. (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ___________________, an individual (“Director”).

Section 1 SERVICES

1.1 Board of Directors. Director is appointed as a Director/an Independent Director of the Company’s Board of Directors (the “Board”), a member of the Board’s _______________ committee, _______________ committee and _______________ committee, and the Chairman of the Board’s _______________ committee, effective immediately [as of the date of this agreement] / [as of the date upon the consummation of the business combination], until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination of this Agreement in accordance with Section 5.2 in this Agreement (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as nominated and elected pursuant to the then-current Memorandum and Articles of Association of the Company (the “Memorandum and Articles”).

1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles, and such other services mutually agreed to by Director and the Company (the “Director Services”).

Section 2 COMPENSATION

2.1 Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.

2.2 Director Compensation. The Company agrees to pay Director compensation as set forth on Exhibit A hereto.

2.3 Director and Officer Liability Insurance. The Company agrees to purchase, prior to the Company’s proposed business combination with Distoken Acquisition Corporation and listing of the ordinary shares of the Company in the U.S. represented by American depositary shares, a policy of insurance with a reputable insurance company providing Director with coverage for losses incurred in lawsuits or other legal proceedings brought against Director in connection with Director Services.

Section 3 duties of director

3.1 Fiduciary Duties. In fulfilling his/her managerial responsibilities, Director shall be charged with a fiduciary duty to the Company and all of its shareholders. Director shall be attentive and inform himself/herself of all material facts regarding a decision before taking action. In addition, Director’s actions shall be motivated solely by the best interests of the Company and its shareholders.

3.2 Confidentiality. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall maintain in strict confidence all information he/she has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship (the “Confidential Information”).

3.3 Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his/her own Confidential Information, and Director will use its best efforts to protect the Confidential Information. Director will not use the Confidential Information for his/her own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him/her, or of which he/she becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

3.4 Return of The Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.

Section 4 COVENANTS OF director

4.1 No Conflict of Interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue Director’s current affiliation or other current relationships with the entity or entities described on Exhibit B (all of which entities are referred to collectively as “Current Affiliations”). This Agreement is subject to the current terms and agreements governing Director’s relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Director’s obligations to Current Affiliations. Director represents that nothing in this Agreement conflicts with Director’s obligations to Current Affiliations. A business entity shall be deemed to be “competitive with the Company” for purpose of this Section 4 only if and to the extent it engages in the business substantially similar to the Company’s business.

4.2 Noninterference with Business. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his/her or its employment, contractual or other relationship with the Company.

Section 5 Term and Termination

5.1 Term. This Agreement is effective as of the date first written above (the “Effective Date”) and will continue until the Expiration Date.

5.2 Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.

5.3 Survival. The rights and obligations contained in Section 3 and Section 4 will survive any termination or expiration of this Agreement.

Section 6 Miscellaneous

6.1 Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

6.2 No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

6.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address as either party may specify in writing.

6.4 Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, U.S.A. without regard to conflicts of law principles thereof.

6.5 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

6.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company.

6.7 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

6.8 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Company:	Youlife Group Inc.
Address:
	By:
	Name:
	Title:
Director/Independent Director:
---
Address:

Exhibit A

Director’s Compensation

Exhibit B

Director’s Current Affiliations

Entities	Current Position

Exhibit 4.16

Distoken Acquisition CorporationUnit 1006, Block C, Jinshangjun Park

No. 2 Xiaoba Road, Panlong District

Kunming, Yunnan, China

July 9, 2025

Youlife International Holdings Inc. Unit C431, Changjiang Software Park<br><br> <br>180 South Changjiang Road<br><br> <br>Baoshan District, Shanghai 201900, China<br><br> Attn: Gou Xiaolin	Youlife Group Inc. Unit C431, Changjiang Software Park<br><br> <br>180 South Changjiang Road<br><br> <br>Baoshan District, Shanghai 201900, China<br><br> Attn: Gou Xiaolin
Youlife I Limited Unit C431, Changjiang Software Park<br><br> <br>180 South Changjiang Road<br><br> <br>Baoshan District, Shanghai 201900, China<br><br> Attn: Gou Xiaolin	Youlife II Limited Unit C431, Changjiang Software Park<br><br> <br>180 South Changjiang Road<br><br> <br>Baoshan District, Shanghai 201900, China<br><br> Attn: Gou Xiaolin
Xiaosen Sponsor LLC<br><br> <br>Unit 1006, Block C, Jinshangjun Park<br><br> <br>No. 2 Xiaoba Road, Panlong District<br><br> <br>Kunming, Yunnan, China<br><br> <br>Attn: Jian Zhang
Re:	Closing Agreement re Business Combination Agreement
---	---

Ladies and Gentlemen:

Reference is made to that certain Business Combination Agreement, dated as of May 17, 2024 (as amended on November 13, 2024 and January 17, 2025, and as it may be further amended from time to time, the “BCA”), by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”); (iii) Youlife Group Inc., a Cayman Islands exempted company (“Pubco”); (iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”); and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”). Capitalized terms used and not otherwise defined in this letter agreement (this “Closing Agreement”) have the meanings ascribed to such terms in the BCA.

In consideration of the mutual promises and agreements contained in this Closing Agreement and the BCA, and for other good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the undersigned, hereby agree as follows:

1. Waiverof $5,000,001 Net Tangible Assets Closing Condition. Notwithstanding the condition to the Closing set forth in Section 9.1(d) of the BCA requiring Purchaser to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon the Closing, after giving effect to the Redemption and any PIPE Investment that has been funded prior to or at the Closing, the Parties all hereby waive such condition to the Closing.

2. Waiverof Minimum Cash Condition. Notwithstanding the condition to the Closing set forth in Section 9.2(d) of the BCA requiring, upon the Closing, the Purchaser to have cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds from any PIPE Investment (but excluding proceeds from any PIPE Investment sourced and closed by the Company), at least equal to the aggregate Expenses of Purchaser, the Parties all hereby waive such condition to the Closing.

3. Waiverof Lock-Up Closing Condition. Notwithstanding the condition to the Closing set forth in Section 9.3(i) of the BCA requiring the Company to deliver an Amended Seller Lock-Up Agreement from (i) each Person (other than Mr. Wang Yunlei) who is an executive officer or director of the Company and (ii) each Seller, the Purchaser hereby acknowledges the receipt of certain lock-up agreements delivered simultaneously with this Closing Agreement, and waives the closing condition in Section 9.3(i) based on the lock-up agreements received.

4. Waiverof Nasdaq Listing Requirement only with respect to Pubco Warrants. Notwithstanding the condition to the Closing set forth in Section 9.1(h) of the BCA requiring Pubco Warrants contemplated to be listed pursuant to the BCA shall have been approved for listing on Nasdaq and shall be eligible for listing on Nasdaq immediately following the Closing, the Parties all hereby waive such condition to the Closing. For the avoidance of doubt, the condition set forth in Section 9.1(h) with respect to Pubco ADSs be approved for listing on Nasdaq and be eligible for listing on Nasdaq immediately following the Closing is not waived.

5. Waiverof Post-Closing Pubco Board Condition. Notwithstanding the condition to the Closing set forth in Section 9.1(g) of the BCA requiring the members of the Post-Closing Pubco Board to be elected or appointed as of the Closing with effect from the Closing consistent with the requirements of Section 7.14 of the BCA, the Parties all hereby waive such condition to the Closing.

6. Waiverof Good Standing. Notwithstanding the condition to the Closing set forth in Section 9.3(e)(iii) of the BCA requiring good standing certificates (or similar documents applicable for such jurisdictions) for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target Company is qualified to do business as a foreign corporation or other entity as of the Closing, the Parties all hereby waive the “no earlier than thirty (30) days prior to the Closing Date” requirement in this condition to the Closing.

7. Miscellaneous. Except as expressly provided in this Closing Agreement, all of the terms and provisions in the BCA and the other Ancillary Documents are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Closing Agreement does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the BCA or any other Ancillary Document, or any other right, remedy, power or privilege of any Party to the BCA or any other Ancillary Document, except as expressly set forth herein. Any reference to the BCA in the BCA or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the BCA, as amended by this Closing Agreement (or as the BCA may be further amended or modified after the date hereof in accordance with the terms thereof). This Closing Agreement and the BCA, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the Parties with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter. This Closing Agreement shall be interpreted, construed, governed and enforced in a manner consistent with the BCA, and the provisions of Article XII of the BCA shall apply to this Closing Agreement, mutatis mutandis, as if set out in full herein.

{Remainder of page intentionallyleft blank. Signature page follows}

To indicate your acceptance to the provisions of this Closing Agreement, please sign in the space provided below.

Very truly yours,
DISTOKEN ACQUISITION CORPORATION
By:	/s/ Jian Zhang
	Name:	Jian Zhang
	Title:	Chief Executive Officer

Acknowledged and agreed, effective as of the date first set forthabove:

YOULIFE GROUP INC.
By:	/s/ Yunlei Wang
	Name:	Yunlei Wang
	Title:	Director
YOULIFE INTERNATIONAL HOLDINGS INC.
By:	/s/ Yunlei Wang
	Name:	Yunlei Wang
	Title:	Director
YOULIFE I LIMITED
By:	/s/ Yunlei Wang
	Name:	Yunlei Wang
	Title:	Director
YOULIFE II LIMITED
By:	/s/ Yunlei Wang
	Name:	Yunlei Wang
	Title:	Director
XIAOSEN SPONSOR LLC
---	---	---
By:	/s/ Jian Zhang
	Name:	Jian Zhang
	Title:	Manager

Exhibit 15.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

Introduction

The following unaudited pro forma condensed combined financial statements present the combination of the financial information of Distoken and Youlife, adjusted to give effect to the Business Combination and related transactions (collectively, the “Transaction”). Such unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

Distoken is a blank check company incorporated as a Cayman Islands exempted company on July 1, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities. On February 13, 2023, the registration statement for Distoken’s initial public offering was declared effective and on February 17, 2023, Distoken consummated its initial public offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold), which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of US$69,000,000 which is held in the trust account. On November 10, 2023, Distoken held an extraordinary general meeting, at which the Distoken’s shareholders approved, as a special resolution, an amendment to the Distoken’s Memorandum and Articles of Association to amend the terms of the Original Extension and to give the Board the right to extend the date by which Distoken has to consummate a business combination (such date, the “Termination Date”) from November 17, 2023 on a monthly basis up to twelve (12) times until November 18, 2024, or such earlier date as determined by the Board (the “New Extension”). In connection with the New Extension, shareholders holding 3,018,308 ordinary shares exercised their right to redeem such shares for a pro rata portion of the trust account (the “Extension Redemption”). As a result of the Extension Redemption, an aggregate amount of US$31.9 million (approximately US$10.57 per share) was removed from the trust account to pay such holders.

On November 14, 2024, Distoken held an extraordinary general meeting, at which the Distoken’s shareholders approved, as a special resolution, an amendment to the Distoken’s Memorandum and Articles of Association to amend the terms of the Original Extension and to give the Board the right to extend the date by which Distoken has to consummate a business combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board (the “2024 New Extension”). In connection with the 2024 New Extension, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the trust account (the “2024 Extension Redemption”). As a result of the 2024 Extension Redemption, an aggregate amount of US$36.3 million (approximately US$11.24 per share) was removed from the trust account to pay such holders. Following the 2024 Extension Redemption, the Company has 652,170 public shares outstanding.

On May 30, 2025, Distoken held an extraordinary general meeting of shareholders (the “Meeting”) in connection with its previously announced business combination. In connection with the Meeting, shareholders holding 601,118 of Distoken’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account of Distoken. As a result, approximately US$7.1 million (approximately US$11.86 per share) will be removed from the trust account to pay such holders. Following redemptions, Distoken has 51,052 public shares outstanding.

Youlife is a leading blue collar lifetime service platform in China, aiming to become the lifetime service platform of blue collar talent’s first choice. Empowered by Youlife’s advanced technology, Youlife assists blue collar talent with their skill improvement and lifetime career development, for their happy work and life. Youlife provide blue collar talent with comprehensive and lifetime services, including vocational education services, HR recruitment services, employee management services and market services and solutions, to improve their vocational knowledge, practical skills, and life quality for their enhanced employment opportunities as well as better life.

The unaudited pro forma condensed combined balance sheet as of December 31, 2024 combines the audited historical balance sheet of Distoken as of December 31, 2024, with the audited historical consolidated balance sheet of Youlife as of December 31, 2024, assuming that the Transaction occurred on December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the audited historical statement of operations of Distoken for the year ended December 31, 2024 with the audited historical consolidated statement of operations of Youlife for the year ended December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the audited historical statement of operations of Distoken for the year ended December 31, 2023, with the audited historical consolidated statement of operations of Youlife for the year ended December 31, 2023, included elsewhere in this proxy statements/prospectus, gives pro forma effect to the Transaction and related transactions as if they had occurred on January 1, 2023. Distoken and Youlife have not had any historical relationship prior to the Transaction, accordingly, no pro forma adjustments were required to eliminate activities between the companies. The historical financial information about Distoken has been translated from U.S. dollars to Renminbi in “Notes to Unaudited Pro Forma Condensed Combined Financial Information—Basis of Presentation.”

The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined companies’ financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined companies. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

This information should be read together with Distoken’s and Youlife’s audited financial statements and related notes, the sections titled “Operating and Financial Review and Prospects” and other financial information included elsewhere in this report.

The Business Combination will be accounted for in a manner similar to a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. The pro forma share and per share information assume that the Transactions are effective on January 1, 2023.

Description of the Transactions

On May 17, 2024, Distoken entered into the Business Combination Agreement with Youlife, Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Youlife (“First Merger Sub”), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Youlife (“Second Merger Sub”), and Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”).

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement(the “Closing”), (a) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Youlife and the outstanding shares of the Company being converted into the right to receive shares of Youlife; and (b) Second Merger Sub will merge with and into Distoken (the “Second Merger”, and together with First Merger, the “Mergers”), with Distoken surviving the Second Merger as a wholly-owned subsidiary of Youlife and the outstanding securities of Distoken being converted into the right to receive substantially equivalent securities of Youlife (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Business Combination”).

Under the Business Combination Agreement, the aggregate merger consideration amount to be paid to the shareholders of the Company is US$700,000,000 and will be paid entirely in newly issued ordinary shares of Pubco (Pubco Class A Ordinary Shares, Pubco Class A Ordinary Shares in the form of Pubco ADSs and Pubco Class B Ordinary Shares) at the Closing, with each share valued at US$10.00.

As a result of the Mergers, each share of the Company, other than the ordinary shares of the Company held by Youtch Investment Co., Ltd (which is wholly owned by Mr. Yunlei Wang, Chief Executive Officer and Chairman of the Board of Youlife and Pubco) (the “Company Founder Shares”), that is issued and outstanding immediately prior to the time the First Merger is effective (the “First Merger Effective Time”) will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares (or Pubco Class A Ordinary Shares in the form of Pubco ADSs) equal to the Exchange Ratio (as defined below) in accordance with the Business Combination Agreement. Each Company Founder Share that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive such number of Class B ordinary shares of Youlife equal to the Exchange Ratio and in accordance with the Business Combination Agreement, with each such Class B ordinary share of Youlife entitling each holder thereof to 20 votes for each Class B ordinary share held by such holder. Each outstanding public warrant and private warrant of Distoken will convert into one Youlife public warrant and one Youlife private warrant, respectively. Each issued and outstanding right of Distoken will automatically be converted into one-tenth of one Class A ordinary share in the form of Pubco ADSs.

“Exchange Ratio” means (i) the Company Merger Shares as of the First Merger Effective Time divided by (ii) the total number of ordinary shares and preferred shares of the Company.

“Company Merger Shares” means a number of Youlife shares equal to the quotient determined by dividing (a) the Aggregate Merger Consideration Amount by (b) $10.00.

In accordance with the Business Combination Agreement, each Distoken Warrant outstanding immediately prior to the time the Second Merger is effective (the “SecondMerger Effective Time”) shall cease to be a warrant with respect to ordinary shares of Distoken and be assumed by Youlife and converted into a warrant to purchase one Class A Ordinary Share in the form of Pubco ADSs. Each warrant converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such warrants immediately prior to the Second Merger Effective Time. Given the terms of the warrants, Public Warrants and Private Warrants are classified as equity instruments because in no event will the Company be required to net cash settle the Public Rights or Public Warrants.

The following table summarizes the pro forma number of shares of Youlife ordinary shares outstanding upon the Closing, prior to giving effect to any warrant exercises and assuming automatic conversion of rights into ordinary shares:

	Shares Outstanding
	Shares		%
Youlife Shareholders A		58,839,192		77.3	%
Youlife Shareholders B		11,160,808		14.6	%
Distoken Public Shareholders		51,052		0.1	%
Holder of Founder Shares		1,725,000		2.3	%
Holder of Private Shares		545,000		0.7	%
Holders of Representative Shares		278,000		0.4	%
Holders of Public Rights		690,000		0.9	%
Holders of Private Rights		54,500		0.1	%
PIPE Investors		2,704,949		3.6	%
Total Shares Outstanding		76,048,501		100.0	%

Accounting for the Business Combination

Youlife has determined that it is the accounting acquirer based on its evaluation of the facts and circumstances of the acquisition. The purpose of the transaction was to assist Youlife with the refinancing and recapitalization of its business. Youlife is the larger of the two entities and is the operating company within the combining company. Youlife will have control of the board as it will hold all seats on the board of directors. Youlife’ senior management will be continuing as senior management of the combined company. In addition, the voting rights in the combined entity will be held by existing Youlife’s shareholders.

As Youlife was determined to be the acquirer for accounting purposes, the accounting for the transaction will be similar to that of a capital infusion as the only significant pre-combination asset of Distoken is the cash in the Trust Account. No intangibles or goodwill will arise through the accounting for the transaction. The accounting is the equivalent of Youlife issuing shares and warrants for the net monetary assets of Distoken.

Unaudited Pro Forma Combined Balance Sheet

As of December 31, 2024

(Amounts in thousands of RMB, except share andper share data, or otherwise noted)

										Youlife						Actual<br> Redemption
ASSETS			Transaction<br> Accounting Adjustments			Note	Pro<br> Forma			Historical			Pro<br> Forma Combined			Transaction<br> Accounting Adjustments			Note	Pro<br> Forma Combined
Current<br> assets
Cash<br> and cash equivalents	110			-				110			126,531			126,641			197,442		A		279,854
																	55,841		B
																	(7	)	F
																	(8,753	)	G
																	(9,299	)	F
																	(29,972	)	H
																	(52,039	)	I
Accounts<br> receivables, net	-			-				-			287,860			287,860			-				287,860
Prepayments<br> and other receivables, net	228			-				228			248,494			248,722			-				248,722
Inventories,<br> net	-			-				-			3,704			3,704			-				3,704
Total<br> current assets	338			-				338			666,589			666,927			153,213				820,140
Non-current<br> assets
Property<br> and equipment	-			-				-			147,303			147,303			-				147,303
Right-of-use<br> assets	-			-				-			43,156			43,156			-				43,156
Intangible<br> assets	-			-				-			9,986			9,986			-				9,986
Deferred<br> tax assets	-			-				-			28,147			28,147			-				28,147
Other<br> non-current assets	-			-				-			13,182			13,182			-				13,182
Investments<br> held in Trust Account	54,428			654		a		55,841			-			55,841			(55,841	)	B		-
				759		b
Total<br> non-current assets	54,428			1,413				55,841			241,774			297,615			(55,841	)			241,774
Total<br> assets	54,766			1,413				56,179			908,363			964,542			97,372				1,061,914
LIABILITIES
Current<br> liabilities
Contract<br> liabilities	-			-				-			19,991			19,991			-				19,991
Trade<br> and bills payables	8,122			-				8,122			70,690			78,812			(6,246	)	H		72,566
Other<br> payables and accruals	-			-				-			141,888			141,888			-				141,888
Short-term<br> borrowings	-			-				-			45,893			45,893			-				45,893
Lease<br> liabilities	-			-				-			9,401			9,401			-				9,401
Tax<br> payable	5,651			-				5,651			2,182			7,833			-				7,833
Advances<br> from Sponsor	7			-				7			-			7			(7	)	F		-
Promissory<br> note – Sponsor	5,579			-				5,579			-			5,579			(5,579	)	F		-
Extension<br> Note – Sponsor	3,066			654		a		3,720			-			3,720			(3,720	)	F		-
Total<br> current liabilities	22,425			654				23,079			290,045			313,124			(15,552	)			297,572
Non-current<br> liabilities
Lease<br> liabilities - non current	-			-				-			27,902			27,902			-				27,902
Long-term<br> borrowings	-			-				-			1,474			1,474			-				1,474
Total<br> non-current liabilities	-			-				-			29,376			29,376			-				29,376
Total<br> liabilities	22,425			654				23,079			319,421			342,500			(15,552	)			326,948
Commitments<br> and Contingencies
Ordinary<br> shares subject to possible redemption 652,170 and 3,881,692 shares at 11.36 and 10.50 per share redemption value as of December<br> 31, 2024 at 2023, respectively	54,063			654		a		55,476			-			55,476			(55,476	)	C		-
				759		b
Mezzanine<br> equity:
Series<br> C and Series C+ convertible redeemable preferred shares	-			-				-			1,006,048			1,006,048			(1,006,048	)	E		-
SHAREHOLDERS’<br> EQUITY
Class<br> A ordinary shares	-			-				-			-			-			-		A		44
																	43		E
																	-		C
																	1		D
																	-		I
Class<br> B ordinary shares	-			-				-			-			-			8		E		8
Ordinary<br> shares	2			-				2			149			151			(2	)	D		-
																	(149	)	E
Treasury<br> shares	-			-				-			(31	)		(31	)		-				(31	)
Additional<br> paid-in capital	-			-				-			175,847			175,847			197,442		A		1,321,662
																	55,476		C
																	(11,346	)	D
																	98		E
																	(15,107	)	G
																	(34,757	)	H
																	1,006,048		E
																	(52,039	)	I
Statutory<br> surplus reserve	-			-				-			9,367			9,367			-				9,367
Accumulated<br> losses	(21,724	)		(654	)	a		(22,378	)		(621,794	)		(644,172	)		11,347		D		(615,440	)
																	6,354		G
																	11,031		H
Total<br> equity/(deficit) attribute to ordinary shareholders of Youlife	(21,722	)		(654	)			(22,376	)		(436,462	)		(458,838	)		1,174,448				715,610
Non-controlling<br> interests	-			-				-			19,356			19,356			-				19,356
Total<br> shareholders’ equity/(deficit)	(21,722	)		(654	)			(22,376	)		(417,106	)		(439,482	)		1,174,448				734,966
Total<br> liabilities and shareholders’ equity/(deficit)	54,766			1,413				56,179			908,363			964,542			97,372				1,061,914

All values are in US Dollars.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2024

(Amounts in thousands of RMB, except share andper share data, or otherwise noted)

	Distoken									Youlife						Actual<br> Redemption
	Historical			Transaction<br> Accounting Adjustments		Note	Pro<br> Forma			Historical			Pro<br> Forma Combined			Transaction<br> Accounting Adjustments			Note	Pro<br> Forma Combined
Revenue		-			-			-			1,585,640			1,585,640			-				1,585,640
Cost<br> of revenue		-			-						(1,356,511	)		(1,356,511	)		-				(1,356,511	)
Gross<br> profit		-			-			-			229,129			229,129			-				229,129
Operating<br> expenses
Selling<br> and distribution expenses		-			-			-			(51,867	)		(51,867	)		-				(51,867	)
Administrative<br> expenses		(13,920	)		-			(13,920	)		(126,705	)		(140,625	)		6,354		AA		(123,487	)
																	9,824		BB
																	960		DD
Research<br> and development expenses		-			-			-			(10,017	)		(10,017	)		-				(10,017	)
Total<br> operating expenses		(13,920	)		-			(13,920	)		(188,589	)		(202,509	)		17,138				(185,371	)
Loss<br> from operations		(13,920	)		-			(13,920	)		23,704			15,095			17,138				43,758
Other<br> income/(expenses)
Fair<br> value losses		-			-			-			(21,248	)		(21,248	)		-				(21,248	)
Other<br> incomes		-			-			-			11,611			11,611			-				11,611
Other<br> expenses		-			-			-			(422	)		(422	)		-				(422	)
Loss<br> on dissolution of subsidiaries and branches		-			-			-			(8,820	)		(8,820	)		-				(8,820	)
Loss<br> from disposal of equity investment		-			-			-			(59,018	)		(59,018	)		-				(59,018	)
Financial<br> income, net		14,282			759	aa		15,041			(3,941	)		11,100			(15,041	)	CC		(3,941	)
Total<br> other income, net		14,282			759			15,041			(81,838	)		(66,797	)		(15,041	)			(81,838	)
PROFIT<br> (LOSS) BEFORE TAX		362			759			1,121			(41,298	)		(40,177	)		2,097				(38,080	)
Income<br> tax benefits/(expenses)		(90	)		-			(90	)		(11,090	)		(11,180	)		90		DD		(11,090	)
Net<br> profit (loss) for the year		272			759			1,031			(52,388	)		(51,357	)		2,187				(49,170	)
Net<br> profit attribute to non-controlling interests		-			-			-			(12	)		(12	)		-				(12	)
NET<br> PROFIT (LOSS) FOR THE YEAR FOR SHAREHOLDERS		272			759			1,031			(52,376	)		(51,345	)		2,187				(49,158	)
Basic<br> and diluted weighted average shares outstanding, ordinary shares subject to possible redemption value		3,466,972
Basic<br> and diluted net income (loss) per share, ordinary shares subject to possible redemption value		0.05
Basic<br> and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,548,000
Basic<br> and diluted net income (loss) per share, Non-redeemable ordinary shares		0.05
Weighted<br> average number of ordinary shares - basic											221,777,718										76,048,501
Basic<br> net earnings/(loss) per share											(0.24	)									(0.65	)
Weighted<br> average number of ordinary shares - diluted											221,777,718										76,048,501
Diluted<br> net earnings/(loss) per share											(0.24	)									(0.65	)

Unaudited Pro Forma Combined Statement of Operations

(Amounts in thousands of RMB, except share andper share data, or otherwise noted)

	For The Year Ended December 31, 2023									For The Year Ended December 31, 2023
										Actual<br> Redemption
	Distoken			Youlife			Pro<br> Forma Combined			Transaction<br> Accounting Adjustments			Note	Pro<br> Forma Combined
Revenue		-			1,365,865			1,365,865			-				1,365,865
Cost<br> of revenue		-			(1,165,446	)		(1,165,446	)		-				(1,165,446	)
Gross<br> profit		-			200,419			200,419			-				200,419
Operating<br> expenses
Selling<br> and distribution expenses		-			(91,688	)		(91,688	)		-				(91,688	)
Administrative<br> expenses		(8,299	)		(115,367	)		(123,666	)		1,207		AA		(121,071	)
											1,388		CC
Research<br> and development expenses		-			(12,285	)		(12,285	)		-				(12,285	)
Total<br> operating expenses		(8,299	)		(219,340	)		(227,639	)		2,595				(225,044	)
Loss<br> from operations		(8,299	)		(18,921	)		(27,220	)		2,595				(24,625	)
Other<br> income/(expenses)
Fair<br> value gains		-			36,500			36,500			-				36,500
Other<br> incomes		-			2,815			2,815			-				2,815
Other<br> expenses		-			(2,220	)		(2,220	)		-				(2,220	)
Gain<br> on dissolution of subsidiaries and branches		-			29,312			29,312			-				29,312
Financial<br> income, net		20,651			1,530			22,181			(20,651	)	BB		1,530
Total<br> other income, net		20,651			67,937			88,588			(20,651	)			67,937
PROFIT<br> BEFORE TAX		12,352			49,016			61,368			(18,056	)			43,312
Income<br> tax benefits/(expenses)		(3,088	)		30,256			27,168			3,088		CC		30,256
Net<br> profit for the year from continuing operations		9,264			79,272			88,536			(14,968	)			73,568
Net<br> profit from discontinued operations		-			17,774			17,774			-				17,774
Net<br> loss attribute to non-controlling interests		-			(2,217	)		(2,217	)		-				(2,217	)
NET<br> PROFIT FOR THE YEAR FOR SHAREHOLDERS		9,264			99,263			108,527			(14,968	)			93,559
Basic<br> and diluted weighted average shares outstanding, ordinary shares subject to possible redemption value		5,570,867
Basic<br> and diluted net income per share, ordinary shares subject to possible redemption value		1.15
Basic<br> and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,476,329
Basic<br> and diluted net income per share, Non-redeemable ordinary shares		1.15
Weighted<br> average number of <br>ordinary shares - basic					221,777,718										76,048,501
Basic<br> net earnings per share					0.45										1.23
Weighted<br> average number of <br>ordinary shares - diluted					342,756,528										76,048,501
Diluted<br> net earnings per share					0.29										1.23

NOTES TO UNAUDITED PRO FORMACONDENSED COMBINED FINANCIAL INFORMATION

(Amounts in thousands, except share and pershare data, or otherwise noted)

1.	Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Distoken will be treated as the “accounting acquiree” and Youlife as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Youlife issuing shares and warrants for the net assets of Distoken, followed by a recapitalization. The net assets of Distoken will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of December 31, 2024 combines the audited historical balance sheet of Distoken as of December 31, 2024, with the audited historical consolidated balance sheet of Youlife as of December 31, 2024, assuming that the Transaction occurred on December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the audited historical statement of operations of Distoken for the year ended December 31, 2024, with the audited historical consolidated statement of operations of Youlife for the year ended December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the audited historical statement of operations of Distoken for the year ended December 31, 2023, with the audited historical consolidated statement of operations of Youlife for the year ended December 31, 2023, included elsewhere in this report, gives pro forma effect to the Transaction and related transactions as if they had occurred on January 1, 2023. These years are presented on the basis that Youlife is the acquirer for accounting purposes

The accounting adjustments for the Transactions consist of those necessary to account for the transaction. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

Youlife and Distoken did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions. The pro forma adjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company. They should be read in conjunction with the historical financial statements and notes thereto of Youlife and Distoken.

The historical financial statements of Distoken presented and translated from U.S. dollars to Renminbi were made at a rate of US$1.0000 to RMB7.2993, the exchange rate in effect as of December 31, 2024, and at a rate of US$1.0000 to RMB7.0999, the exchange rate in effect as of December 31, 2023 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

The translations from U.S. dollars to Renminbi are as follows:

DISTOKEN ACQUISITION CORPORATION BALANCE SHEETS

(Amounts in thousands, except share and pershare data, or otherwise noted)


		RMB
ASSETS
Current assets
Cash			110
Prepaid expenses			228
Total current assets			338
Investments held in Trust Account			54,428
TOTAL ASSETS			54,766
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses			8,122
Chinese taxes payable			5,651
Advances from Sponsor			-
Promissory note – Sponsor			5,579
Extension Note – Sponsor			3,066
TOTAL LIABILITIES			22,425
Commitments and contingencies
Ordinary shares subject to possible redemption, 652,170 and 3,881,692 shares at 11.36 and 10.50 per share redemption value as of December 31, 2024 and December 31, 2023, respectively			54,063
SHAREHOLDERS’ DEFICIT
Ordinary shares, 0.0001 par value; 220,000,000 shares authorized; 2,548,000 issued and outstanding (excluding 652,170 and 3,881,692 shares subject to possible redemption) as of December 31, 2024 and 2023			2
Additional paid-in capital			—
Accumulated Deficit	)		(21,724	)
TOTAL SHAREHOLDERS’ DEFICIT	)		(21,724	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT			54,766

All values are in US Dollars.

DISTOKEN ACQUISITION CORPORATIONSTATEMENTS OF OPERATIONS

(Amounts in thousands, except share and pershare data, or otherwise noted)


		RMB				RMB
Operating and formation costs			8,299				13,920
Loss from operations	)		(8,299	)	)		(13,920	)
Other income:
Interest earned on investments held in Trust Account			20,651				14,282
Total other income			20,651				14,282
Income before benefit from (provision for) income taxes			12,352				362
Benefit from (provision for) income taxes	)		(3,088	)	)		(90	)
Net (loss) income			9,264				272
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption value			5,570,867				3,466,972
Basic and diluted net (loss) income per share, redeemable ordinary shares			1.15		)		(0.05	)
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares			2,476,329				2,548,000
Basic and diluted net (loss) income per share, Non-redeemable ordinary shares			1.15		)		(0.05	)

All values are in US Dollars.

2.	Adjustments to The Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“TransactionAccounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”).

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of Youlife Ordinary Shares outstanding, assuming the Transactions occurred on January 1, 2023. Upon the Closing, Youlife will newly issue 2,599,052 Class A Ordinary Shares in the form of Pubco ADSs to Sponsor and Distoken’s Public Shareholders and 2,704,949 Class A Ordinary Shares in the form of Pubco ADSs to PIPE investors.

Adjustments to The Unaudited Pro Forma CondensedCombined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

a.	Reflects the subsequent receipt of Extension Funds amounted to US$90 (equivalent to RMB654) from Sponsor to deposit into the Trust Account, of which US$30 (equivalent to RMB218) received on January 24, 2025; US$30 (equivalent to RMB218) received on March 3, 2025; US$30 (equivalent to RMB218) received on April 22, 2025.
b.	Reflects the interest earned on Marketable securities held in Trust Account through April 30, 2025.
A.	Reflects 2,704,949 Class A ordinary shares that will be issued to the PIPE Investors pursuant to the PIPE Subscription Agreements, par value $0.0001 per share, at a price of $10.00 per share, for an aggregate purchase price of $27,049 (equivalent to RMB197,442, in a private placement to be consummated simultaneously with the closing of the Business Combination).

B.	Reflects the reclassification of US$7,651 (equivalent to RMB55,841) held in Distoken’s Trust Account to cash.
C.	Reflects the reclassification of Distoken’s Ordinary Shares subject to possible redemption into Youlife Class A Ordinary Shares in the form of Pubco ADSs, at par value US$0.0001 per share.
D.	Reflects the reclassification of Distoken’s permanent equity and pro forma adjustments to accumulated deficit to reflect the following:
	RMB’000
---	---	---	---
Reclassification of Distoken’s historical accumulated deficit to additional paid-in capital of the combined company as part of the Business Combination.		(22,378	)
Reclassification of Distoken’s transaction related costs to additional paid-in capital in connection with the closing of the business combination		11,031
Conversion of Distoken’s Ordinary Shares into Youlife Class A Ordinary Shares in the form of Pubco ADSs		1
TOTAL		(11,346	)
E.	Reflects the reclassification of the Youlife’s Ordinary Shares, which are held by the controlling shareholders of Youlife, into Youlife Class A ordinary shares in the form of Pubco ADSs and Class B ordinary shares in the form of Pubco ADSs, at par value US$0.0001, upon the consummation of Business Combination.
---	---
F.	Reflects the repayments of the Extension Note and Working Capital Loan Note from Sponsor at the consummation of the Business Combination.
G.	Reflects the settlement of approximately RMB15,107 of total Youlife’s transaction costs for legal and adivsory fees related to the Business Combination,of which 1) approximately RMB6,354 was paid and accounted as expenses as of December 31, 2024, 2) approximately RMB949 was accrued and accounted as expenses as of December 31, 2024, and 3) the total RMB15,107 will be subsequently classified to additional paid-in capital at the time of the consummation of the Business Combination.

The details refer to below table:

****	****		Statement<br><br><br><br>of operations<br><br><br><br>For the Year<br><br><br><br>ended		Statement<br><br><br><br>of operations<br><br><br><br>For the Year Ended		Balance<br><br><br><br>sheet as of		Actual Redemption
****	****		December 31, 2023		December 31, 2024		December 31, 2024		Per Proforma<br><br><br><br>adjustment (G)
****	****		Paid and Accrued						Unpaid
	Total Transaction Cost		Charge to profits & loss		Charge to profits & loss		Charge to Trade and bills payables		Charge to profits & loss		Charge to Deferred transaction cost against APIC
Legal fee		14,158		-		6,354		-		-		14,158
Advisory fee		949		-		-		949		-		949
Total		15,107		-		6,354		949		-		15,107
H.	Reflects the settlement of approximately US$4,781 (equivalent to RMB34,894) of total Distoken’s estimated transaction costs for advisory, legal, accounting and appraisal fees related to the Business Combination, of which 1) approximately US$456 (equivalent to RMB3,331) was paid and accounted as expenses as of December 31, 2024, 2) approximately US$860 (equivalent to RMB6,274) was accrued and accounted as expenses as of December 31, 2024, and 3) the total US$4,781 (equivalent to RMB34,894) will be subsequently classified to additional paid-in capital at the time of the consummation of the Business Combination.
---	---

The details refer to below table:

****	****		Statement<br><br><br><br>of operations<br><br><br><br>For the Year<br><br><br><br>ended		Statement<br><br><br><br>of operations<br><br><br><br>For the Year ended		Balance<br><br><br><br>sheet as of		Actual Redemption
****	****		December 31, 2023		December 31, 2024		December 31, 2024		Per Proforma<br><br><br><br>adjustment (H)
****	****		Paid and Accrued						Unpaid
	Total Transaction Cost		Charge to profits & loss		Charge to profits & loss		Charge to Trade and bills payables		Charge to profits & loss		Charge to Deferred transaction cost against APIC
Advisory Fee		20,145		-		-		-		-		20,145
Legal fee		12,591		1,207		2,048		5,618		-		12,591
Accounting fee		1,209		-		993		217		-		1,209
Appraisal fee		949		-		509		439		-		949
Total		34,894		1,207		3,550		6,274		-		34,894
I.	Reflects the payment in funds from the Trust Account of US$7,129 (equivalent to RMB52,039) due to the actual redemption of 601,118 ordinary shares of Distoken on May 30, 2025.
---	---

Adjustments to The Unaudited Pro Forma CondensedCombined Statement of Operations for the year ended December 31, 2024

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 of Youlife and Distoken are as follows:

AA.	Reflects the reclassification of RMB6,354 Youlife’s paid transaction costs into Youlife’s additional paid-in capital of the combined company as part of the Business Combination.
BB.	As discussed in Note (H) above, approximately US$1,346 (equivalent to RMB9,824) was accounted as expenses as of December 31, 2024, which will be reclassified to additional paid-in capital at the time of the consummation of the Business Combination.
CC.	Reflects an adjustment to eliminate interest income earned from marketable securities held in trust account as of the beginning of the period.
DD.	Reflects an adjustment to eliminate tax expenses imposed on interest income.

Adjustments to The Unaudited Pro Forma CondensedCombined Statement of Operations for the year ended December 31, 2023

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 of Youlife and Distoken are as follows:

AA.	As discussed in Note (H) above, approximately $170 (equivalent to RMB1,207) was accounted as expenses as of December 31, 2023, which will be reclassified to additional paid-in capital at the time of the consummation of the Business Combination.
BB.	Reflects an adjustment to eliminate interest income earned from marketable securities held in trust account as of the beginning of the period.
CC.	Reflects an adjustment to eliminate tax expenses imposed on interest income.

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

We hereby consent to the inclusion in this Form 20-F of our report dated May 9, 2025, relating to the consolidated financial statements of Youlife Group Inc., appearing in this report.

We also consent to the reference to us under the heading “Experts” in this report.

/s/ OneStop Assurance PAC

Singapore

July 17, 2025

Exhibit 15.3

Independent Registered Public AccountingFirm’s Consent

We consent to the inclusion in this Shell Company Report on Form 20-F of Youlife Group Inc. of our report dated March 7, 2025 relating to the financial statements of Distoken Acquisition Corp. We also consent to the reference to us under the heading “Experts” in such Shell Company Report on Form 20-F.

/s/ Marcum llp

New York, NY

July 17, 2025