Form SC 13D/A Yintech Investment Holdi Filed by: Chen Wenbin

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August 19, 2020 4:17 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Yintech Investment Holdings Limited

(Name of Issuer)

Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

98585M108**

(CUSIP Number)

Wenbin Chen

c/o 3rd Floor, Lujiazui Investment Tower, 360 Pudian Road
Pudong New Area, Shanghai, 200122, The People’s Republic of China
Tel: +86-21-6535-5500

With copies to:

Peter X. Huang, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

30/F, China World Office 2

No. 1, Jian Guo Men Wai Avenue

Beijing 100004, China

Tel: +86-10-6535-5500

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 17, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** The CUSIP number of 98585M108 applies to the American depositary shares, each representing 20 ordinary shares, par value US$0.00001 per share.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98585M108

13D/A

Page 2 of 40 Pages

1	NAMES OF REPORTING PERSONS Wenbin Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region of the People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 405,166,740 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 405,166,740 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,166,740 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.72% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing (i) 400,000,000 Ordinary Shares owned by Coreworth Investments Limited (“Coreworth Investments”), a British Virgin Islands company beneficially owned by Mr. Wenbin Chen, and (ii) 258,337 ADSs Wenbin Chen may purchase upon exercise of share options within 60 days after the date hereof, which are equivalent to 5,166,740 Ordinary Shares of the Issuer. The registered address of Coreworth Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 3 of 40 Pages

1	NAMES OF REPORTING PERSONS Coreworth Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 400,000,000 Ordinary Shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 400,000,000 Ordinary Shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.37% of the Ordinary Shares*
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 4 of 40 Pages

1	NAMES OF REPORTING PERSONS Ming Yan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region of the People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 300,000,000 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 300,000,000 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000,000 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.52% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing 300,000,000 Ordinary Shares held by Harmony Creek Investments Limited (“Harmony Creek”), a British Virgin Islands company beneficially owned by Mr. Ming Yan. The registered address of Harmony Creek is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 5 of 40 Pages

1	NAMES OF REPORTING PERSONS Harmony Creek Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 300,000,000 Ordinary Shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 300,000,000 Ordinary Shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.52% of the Ordinary Shares*
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 6 of 40 Pages

1	NAMES OF REPORTING PERSONS Ningfeng Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 300,000,000 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 300,000,000 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000,000 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.52% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing 300,000,000 Ordinary Shares held by Rich Horizon Investments Limited (“Rich Horizon”), a British Virgin Islands company beneficially owned by Ms. Ningfeng Chen. The registered address of Rich Horizon is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 7 of 40 Pages

1	NAMES OF REPORTING PERSONS Rich Horizon Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 300,000,000 Ordinary Shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 300,000,000 Ordinary Shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.52% of the Ordinary Shares*
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 8 of 40 Pages

1	NAMES OF REPORTING PERSONS Sina Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 44,948,455 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 44,948,455 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,948,455 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.08% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Representing 44,948,455 Ordinary Shares held by MeMeStar Limited, a wholly owned subsidiary of Sina Corporation (“SINA”).

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 9 of 40 Pages

1	NAMES OF REPORTING PERSONS MeMeStar Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 44,948,455 Ordinary Shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 44,948,455 Ordinary Shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,948,455 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.08% of the Ordinary Shares*
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 10 of 40 Pages

1	NAMES OF REPORTING PERSONS Sino August Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 95,081,680 Ordinary Shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 95,081,680 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,081,680 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% of the Ordinary Shares*
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 11 of 40 Pages

1	NAMES OF REPORTING PERSONS Bingsen Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 95,081,680 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 95,081,680 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,081,680 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing 95,081,680 Ordinary Shares held by Sino August Investment Limited (“Sino August”), a British Virgin Islands company in which Bingsen Chen is the sole director and is deemed to be an indirect beneficial owner of the securities held by Sino August by reason of his ability to direct the vote and/or the disposition of such securities.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 12 of 40 Pages

1	NAMES OF REPORTING PERSONS Pan Hou Capital Management Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 44,600,300 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 44,600,300 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,600,300 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.05% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Consists of 44,600,300 Ordinary Shares represented by 2,230,015 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 13 of 40 Pages

1	NAMES OF REPORTING PERSONS Lanxiang Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 44,600,300 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 44,600,300 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,600,300 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.05% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing 44,600,300 Ordinary Shares held by Pan Hou Capital Management Limited (“PHC”), a British Virgin Islands company wholly owned by Lanxiang Wang.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 14 of 40 Pages

1	NAMES OF REPORTING PERSONS Chang Qing Investment Management Company Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 53,467,360 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 53,467,360 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,467,360 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.66% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Consists of 53,467,360 Ordinary Shares represented by 2,673,368 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 15 of 40 Pages

1	NAMES OF REPORTING PERSONS Juehao Li
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region of the People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 53,467,360 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 53,467,360 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,467,360 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.66% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing 53,467,360 Ordinary Shares held by Chang Qing Investment Management Company Limited (“Chang Qing”), a British Virgin Islands company wholly owned by Juehao Li.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 16 of 40 Pages

1	NAMES OF REPORTING PERSONS Orchid Asia VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 29,618,620 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 29,618,620 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,618,620 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) PN

* Consists of 29,618,620 Ordinary Shares represented by 1,480,931 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 17 of 40 Pages

1	NAMES OF REPORTING PERSONS Orchid Asia V Co-Investment, Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,486,260 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,486,260 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,486,260 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.10% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Consists of 1,486,260 Ordinary Shares represented by 74,313 ADSs

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 18 of 40 Pages

1	NAMES OF REPORTING PERSONS OAVI Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 29,618,620 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 29,618,620 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,618,620 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Consists of 29,618,620 Ordinary Shares represented by 1,480,931 ADSs held by Orchid Asia VI, L.P.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 19 of 40 Pages

1	NAMES OF REPORTING PERSONS Orchid Asia VI GP, Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 29,618,620 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 29,618,620 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,618,620 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Consists of 29,618,620 Ordinary Shares represented by 1,480,931 ADSs held by Orchid Asia VI, L.P.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 20 of 40 Pages

1	NAMES OF REPORTING PERSONS Orchid Asia V Group Management, Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 29,618,620 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 29,618,620 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,618,620 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Consists of 29,618,620 Ordinary Shares represented by 1,480,931 ADSs held by Orchid Asia VI, L.P.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 21 of 40 Pages

1	NAMES OF REPORTING PERSONS Orchid Asia V Group, Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 29,618,620 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 29,618,620 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,618,620 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Consists of 29,618,620 Ordinary Shares represented by 1,480,931 ADSs held by Orchid Asia VI, L.P.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 22 of 40 Pages

1	NAMES OF REPORTING PERSONS AREO Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,104,880 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 31,104,880 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,104,880 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.13% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Representing (i) 29,618,620 Ordinary Shares represented by 1,480,931 ADSs held by Orchid Asia VI, L.P. and (ii) 1,486,260 Ordinary Shares represented by 74,313 ADSs held by Orchid Asia V Co-Investment, Limited.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 23 of 40 Pages

1	NAMES OF REPORTING PERSONS YM Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,320,040 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,320,040 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,320,040 Ordinary Shares**
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.64% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Consists of 9,320,040 Ordinary Shares represented by 466,002 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 24 of 40 Pages

1	NAMES OF REPORTING PERSONS The Li Family (PTC) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,320,040 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,320,040 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,320,040 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.64% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) HC

* Consists of 9,320,040 Ordinary Shares represented by 466,002 ADSs held by YM Investment Limited.

* Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 25 of 40 Pages

1	NAMES OF REPORTING PERSONS Lam Lai Ming
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region of the People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 40,424,920 Ordinary Shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 40,424,920 Ordinary Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,424,920 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.77% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Representing (i) 29,618,620 Ordinary Shares represented by 1,480,931 ADSs held by Orchid Asia VI, L.P. (ii) 1,486,260 Ordinary Shares represented by 74,313 ADSs held by Orchid Asia V Co-Investment, Limited and (iii) 9,320,040 Ordinary Shares represented by 466,002 ADSs held by YM Investment Limited.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 26 of 40 Pages

1	NAMES OF REPORTING PERSONS Fanghai Yu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,270,400 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 6,270,400 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,270,400 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.43% of the Ordinary Shares*
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 6,270,400 Ordinary Shares represented by 313,520 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 27 of 40 Pages

1	NAMES OF REPORTING PERSONS Yu Zou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 7,209,140 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 7,209,140 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,209,140 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.49% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 7,209,140 Ordinary Shares represented by 360,457 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 28 of 40 Pages

1	NAMES OF REPORTING PERSONS Dongda Zou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 5,718,220 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 5,718,220 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,718,220 Ordinary Shares**
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.39% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 5,718,220 Ordinary Shares represented by 285,911 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 29 of 40 Pages

1	NAMES OF REPORTING PERSONS Qin Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,293,480 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,293,480 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,293,480 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.77% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 11,293,480 Ordinary Shares represented by 564,574 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 30 of 40 Pages

1	NAMES OF REPORTING PERSONS Youbin Leng
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 6,739,700 Ordinary Shares*
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 6,739,700 Ordinary Shares*
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,739,700 Ordinary Shares*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.46% of the Ordinary Shares**
14		TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 6,739,700 Ordinary Shares represented by 336,985 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 31 of 40 Pages

1	NAMES OF REPORTING PERSONS Jigeng Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 14,864,320 Ordinary Shares*
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 14,864,320 Ordinary Shares*
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,864,320 Ordinary Shares*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.02% of the Ordinary Shares**
14		TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 14,864,320 Ordinary Shares represented by 743,216 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 32 of 40 Pages

1	NAMES OF REPORTING PERSONS Pingsen Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,282,080 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,282,080 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,282,080 Ordinary Shares **
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.29% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 4,282,080 Ordinary Shares represented by 214,104 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 33 of 40 Pages

1	NAMES OF REPORTING PERSONS Dikuo Bo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 870,020 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 870,020 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 870,020 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 870,020 Ordinary Shares represented by 43,501 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

CUSIP No. 98585M108

13D/A

Page 34 of 40 Pages

1	NAMES OF REPORTING PERSONS Xinzhou Tang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,465,800 Ordinary Shares*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,465,800 Ordinary Shares*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,465,800 Ordinary Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.17% of the Ordinary Shares**
14	TYPE OF REPORTING PERSON (See Instructions) IN

* Consists of 2,465,800 Ordinary Shares represented by 123,290 ADSs.

** Based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020 as set forth in the Merger Agreement (as defined below).

This Amendment No. 1 (this “Amendment”) is filed to amend and supplement the Statement on Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on July 2, 2020 (the “Original Schedule 13D”), relating to the ordinary shares, par value US$0.00001 per share (“Ordinary Shares”) and American depositary shares, each representing 20 Ordinary Shares (“ADSs”), of Yintech Investment Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company”). Except as specifically amended and supplemented by this Amendment, the Schedule 13D remains in full force and effect.

Item 2. Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Mr. Wenbin Chen, Mr. Ming Yan, Ms. Ningfeng Chen, Coreworth Investments, Harmony Creek, Rich Horizon, SINA, MeMeStar Limited, Bingsen Chen, Sino August, Lanxiang Wang, PHC, Juehao Li, Chang Qing, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Orchid Asia V Group Management, Limited, Orchid Asia V Group, Limited, AREO Holdings Limited, YM Investment Limited, The Li Family (PTC) Limited, Ms. Lam Lai Ming, Fanghai Yu, Yu Zou, Dongda Zou, Qin Wang, Youbin Leng, Jigeng Chen, Pingsen Chen, Dikuo Bo and Xinzhou Tang are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.”

(a)—(c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D.

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares held by each other Reporting Person.

The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k).

Mr. Wenbin Chen is the co-founder, chairman of the board of the directors and chief executive officer of the Company. Mr. Wenbin Chen is a citizen of Hong Kong Special Administrative Region of the PRC. Coreworth Investments is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Mr. Wenbin Chen is the sole shareholder of Coreworth Investments and thus has the sole voting and dispositive power over the Ordinary Shares held by Coreworth Investments. The principal business address of each of Mr. Wenbin Chen and Coreworth Investments is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

Mr. Ming Yan is the co-founder and director of the Company. Mr. Ming Yan is a citizen of Hong Kong Special Administrative Region of the PRC. Harmony Creek is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Mr. Ming Yan is the sole shareholder of Harmony Creek and thus has the sole voting and dispositive power over the Ordinary Shares held by Harmony Creek. The principal business address of each of Mr. Ming Yan and Harmony Creek is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

Ms. Ningfeng Chen is the co-founder and director of the Company. Ms. Ningfeng Chen is a citizen of Canada. Rich Horizon is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Ms. Ningfeng Chen is the sole shareholder of Rich Horizon and thus has the sole voting and dispositive power over the Ordinary Shares held by Rich Horizon. The principal business address of each of Ms. Ningfeng Chen and Rich Horizon is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

SINA is an exempted company incorporated under the laws of the Cayman Islands. SINA is a leading online media company serving China and the Chinese communities. MeMeStar Limited, a wholly-owned subsidiary of SINA, is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. The principal business address of SINA and MeMeStar Limited is c/o 7F, No. 8 SINA Plaza, Courtyard 10, the West Xibeiwang E. Road, Haidian District Beijing 100193, People’s Republic of China.

Bingsen Chen is the sole director of Sino August and a citizen of People’s Republic of China. Sino August is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Bingsen Chen is the sole director of Sino August and is deemed to be an indirect beneficial owner of the securities held by Sino August by reason of his ability to direct the vote and/or the disposition of such securities. The principal business address of each of Bingsen Chen and Sino August is c/o Sino August Investment Limited, Room 1706, Shangnan Building, No. 111 Yuntai Road, Pudong New District, Shanghai, P.R. China 200126.

Lanxiang Wang is a director of Shanghai Zhanshan Marketing Center which is principally engaged in the business of providing marketing strategy and planning services. Lanxiang Wang is a citizen of People’s Republic of China. The principal business address of Shanghai Zhanshan Marketing Center is Room 1702, Building 5, No.59, Xibei Road, Lvxiang Town, Jinshan District, Shanghai, P.R. China. PHC is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Lanxiang Wang is the sole shareholder of PHC and thus has the sole voting and dispositive power over the ADSs held by PHC. The principal business address of each of Lanxiang Wang and PHC is c/o 29th Floor, Building 2, 759 Yanggao South Road, Pudong New Area, Shanghai, P.R. China 200090.

Juehao Li is the sole director of Chang Qing and a citizen of Hong Kong Special Administrative Region of the PRC. Chang Qing is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Juehao Li is the sole shareholder of Chang Qing and thus has the sole voting and dispositive power over the ADSs held by Chang Qing. The principal business address of each of Juehao Li and Chang Qing is c/o Room 202, Building 6, No. 3539 Dongfang Road, Pudong New Area, Shanghai, P.R. China 200134.

Orchid Asia VI, L.P. is an exempted limited partnership, which principally engaged in acquiring, holding and disposing of interests in various companies for investment purposes, organized and existing under the laws of Cayman Islands. OAVI Holdings, L.P., a Cayman Islands exempted limited partnership, is the general partner of Orchid Asia VI, L.P. Orchid Asia VI GP, Limited, a Cayman Islands company, is the general partner of OAVI Holdings, L.P. which is in turned a wholly owned subsidiary of Orchid Asia V Group Management, Limited. Orchid Asia V Group Management, Limited, a Cayman Islands limited company, is a wholly-owned subsidiary of Orchid Asia V Group, Limited and is also the investment manager of Orchid Asia VI, L.P.. Orchid Asia V Group, Limited, a Cayman Islands company, is a wholly-owned subsidiary of AREO Holdings Limited. AREO Holdings Limited, a British Virgin Islands company, is wholly-owned by Ms. Lam Lai Ming, a citizen of Hong Kong. AREO Holdings Limited is also the controlling shareholder of Orchid Asia V Co-Investment, Limited. Orchid Asia V Co-Investment, Limited is an investment holding vehicle and a company organized and existing under the law of Cayman Islands.

The principal business address of Orchid Asia VI, L.P., OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Orchid Asia V Group Management, Limited, Orchid Asia V Group, Limited is: c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands. The principal business address of Orchid Asia V Co-Investment, Limited is: c/o Corporate Management Solutions (Cayman) ltd. Two Artillery Court, 2/F, 161 Shedden Road PO box 799, George Town Grand Cayman, KY1-1103 Cayman Islands. The principal business address of AREO Holdings Limited is c/o Vistra Corporate Services Centre Wickhams Cay II, Road Town Tortola, VG 1110, British Virgin Islands.

YM Investment Limited is an investment holding vehicle and a company organized and existing under the law of British Virgin Islands. YM Investment Limited is wholly-owned by The Li 2007 Family Trust. The Li 2007 Family Trust is a revocable trust established under the laws of the British Virgin Islands with Ms. Lam Lai Ming as the settlor, The Li Family (PTC) Limited as trustee and Ms. Lam Lai Ming and her family members as the beneficiaries.

The principal business address of YM Investment Limited is: c/o Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The principal business office of The Li Family (PTC) Limited is c/o 80 Main Street, P.O. Box 3200, Road Town, Tortola, VG 1110, British Virgin Islands.

The principal business address of Ms. Lam Lai Ming is c/o V&G Global Fund Services (Hong Kong) Limited, Suite 2901, 29th Floor, The Center 99 Queen’s Road Central, Central, Hong Kong.

Fanghai Yu is a director of Beijing Hui Tong Fang De Asset Management Co., Ltd., which is principally engaged in the business of asset management. The principal business address of Beijing Huitong Fangde Asset Management Co., Ltd. is Room 1806, 15F, Building 1, No.12, Guanghua Road (Bing), Chaoyang District, P.R. China. The residence address of Fanghai Yu is Room 1202, Building 3, Hong Tai Shi Ji Bin Jiang, Fu Sheng Lu, Xihu District, Nanchang, Nanchang, Jiangxi, P.R. China.

Yu Zou is a finance director of Jingde Town Huaming Cultural Development Co., Ltd., which is principally engaged in the business of the sales and distribution of china produced in Jingde Town. The principal business of Jingde Town Huaming Cultural Development Co., Ltd. is Mingfang Road, Mingfang Yuan, Changnan New District, Jingde Town, Jiangxi, P.R. China. The residence address of Yu Zou is Room 1202, Building 3, Hong Tai Shi Ji Bin Jiang, Fu Sheng Lu, Xihu District, Nanchang, Nanchang, Jiangxi, P.R. China.

Dongda Zou is a director of Bo Yi Cultural Development Co., Ltd., which is principally engaged in the business of the sales and distribution of cultural products. The principal business address of Bo Yi Cultural Development Co., Ltd. is Room105, No.6 Baohua Road, Hengqing New District, Zhuhai, P.R. China. The residence address of Dongda Zou is Dormitory 4-102, Water Supply Company, Shi Shan Xi Avenue, Fengxin County, Jiangxi, P.R. China.

Qin Wang is a director of Jingde Town Huaming Cultural Development Co., Ltd., which is principally engaged in the business of the sales and distribution of china produced in Jingde Town. The principal business of Jingde Town Huaming Cultural Development Co., Ltd. is Mingfang Road, Mingfang Yuan, Changnan New District, Jingde Town, Jiangxi, P.R. China. The residence address of Qin Wang is Dormitory 4-102, Water Supply Company, Shi Shan Xi Avenue, Fengxin County, Jiangxi, P.R. China.

Youbin Leng is the chairman of Heilongjiang Feihe Dairy Co., Ltd., which is principally engaged in the business of manufacturing and distribution of dairy products. The principal business address of each of Heilongjiang Feihe Dairy Co., Ltd. and Youbin Leng is Star City Int’l Bldg., 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing, P.R. China 100016.

Each of Jigeng Chen, Pingsen Chen, Dikuo Bo and Xinzhou Tang is the vice president of the Company. The principal business address of each of Jigeng Chen, Pingsen Chen, Dikuo Bo, Xinzhou Tang and the Company is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

The name, business address, present principal occupation or employment and citizenship of each director of Coreworth Investments, Harmony Creek, Rich Horizon, SINA, MeMeStar Limited, Sino August, PHC and Chang Qing are set forth on Schedule A hereto and are incorporated herein by reference.

(d) — (e) During the last five years, none of the Reporting Persons nor, to the best of their respective knowledge, any of the persons listed on Schedule A hereto, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Pursuant to an agreement and plan of merger, dated as of August 17, 2020 (the “Merger Agreement”), among the Company, Yinke Holding Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Yinke Merger Co. Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly owned subsidiary of Parent. The descriptions of the Merger and the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit B, and which is incorporated herein by reference in its entirety.

The Reporting Persons anticipate that, at the price per Ordinary Share set forth in the Merger Agreement, US$45,054,191.1 will be expended in acquiring the 123,436,140 Ordinary Shares not currently owned by the Reporting Persons as disclosed in the Merger Agreement. The Reporting Persons anticipate funding these payments with certain cash on hand of the Reporting Persons and the Company and its subsidiaries, available lines of credit and other sources of immediately available funds available to Parent and Merger Sub.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Merger Agreement

On August 17, 2020, the Company entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company in a short-form merger in accordance with Part XVI and in particular section 233(7) of the Cayman Islands Companies Law, with the Company continuing as the Surviving Company. Because the Merger is a short-form merger, the vote of the holders of Ordinary Shares and ADSs is not required to effect the Merger. Under the terms of the Merger Agreement, (a) each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger will be cancelled in consideration for the right to receive US$0.365 per Share, and (b) each ADS issued and outstanding immediately prior to the effective time of the Merger will be cancelled in consideration for the right to receive US$7.30 per ADS (less US$0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) Rollover Shares, which will be contributed by the Rollover Shareholders to Merger Sub immediately prior to closing of the Merger (the “Closing”) in exchange for newly issued shares of Parent, (ii) Ordinary Shares (including Ordinary Shares represented by ADSs) held by Parent, Merger Sub, the Company (as treasury shares, if any) or any of their respective subsidiaries immediately prior to the effective time of the Merger, which will be cancelled without payment of any consideration or distribution therefor, and (iii) Ordinary Shares (including Ordinary Shares represented by ADSs) held by the ADS depositary, the Company and the Company’s representatives and reserved for issuance, settlement and allocation upon exercise or vesting of the Company’s options and/or restricted share unit awards.

If the Merger is consummated, the ADSs would be delisted from the Nasdaq Global Select Market, the Company’s obligations to file periodic reports under the Exchange Act would be terminated, and the Company will be privately held by the Rollover Shareholders (as defined below).

Rollover Agreement

Concurrently with the execution of the Merger Agreement, Coreworth Investments, Harmony Creek, Rich Horizon, MeMeStar Limited, Sino August, PHC, Chang Qing, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, YM Investment Limited, Fanghai Yu, Yu Zou, Dongda Zou, Qin Wang, Youbin Leng, Jigeng Chen, Pingsen Chen, Dikuo Bo and Xinzhou Tang (collectively, the “Rollover Shareholders”) entered into a rollover and contribution agreement (the “Rollover Agreement”) with Parent and Merger Sub. Pursuant to the Rollover Agreement, each Rollover Shareholder will contribute its, his or her Ordinary Shares to the Merger Sub immediately prior to the Closing in exchange for newly issued ordinary shares of Parent, such that the Merger Sub will hold 1,338,235,875 Shares immediately prior to Closing, representing approximately 91.6% of the voting power of the Ordinary Shares exercisable in a general meeting of the Company.

Consortium Agreement

Concurrently with the execution of the Consortium Agreement, the Rollover Shareholders entered into a consortium agreement (the “Consortium Agreement”) in order to establish certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Rollover Shareholders with respect to, among other things, the Merger. The Consortium Agreement also requires that, for a period beginning on the signing date of the Consortium Agreement and ending on the earlier of (i) the 12-month anniversary of such date, and (ii) the termination of the Consortium Agreement pursuant to the terms thereof, the Rollover Shareholders work exclusively with each other with respect to the Merger.

Limited Guarantee

Concurrently with the execution of the Merger Agreement, Wenbin Chen, Ming Yan and Ningfeng Chen (collectively, the “Guarantors” and each, a “Guarantor”) entered a limited guarantee (the “Limited Guarantee”) in favor of the Company whereby the Guarantors agreed to irrevocably and unconditionally guarantee Parent’s obligation to pay the Company the Parent Termination Fee (as defined in the Merger Agreement) if and as required pursuant to the terms of the Merger Agreement, up to $15,000,000.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the Rollover Agreement, the Consortium Agreement, and the Limited Guarantee, copies of which are filed as Exhibit B through Exhibit E, respectively, and which are incorporated herein by reference in their entirety.

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a)—(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages and Item 2 of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 1,461,672,015 Ordinary Shares outstanding as of August 17, 2020, as set forth in the Merger Agreement.

Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.

(c) The following table sets forth all transactions with respect to ADS effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of ADS effected in the open market.

Name of Reporting Person	Date of Transaction	Amount of ADSs	Average Price per ADS
Xinzhou Tang	July 7, 2020	2,000	US$	6.51

Except as disclosed in the table above, none of the Reporting Persons nor, to the best of their respective knowledge, any of the persons listed on Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

(d) Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, nor, to the best of their respective knowledge, any of the persons listed on Schedule A hereto, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits.

Exhibit No.		Description
A		Joint Filing Agreement dated August 19, 2020 by and between the Reporting Persons.

B		Agreement and Plan of Merger, dated August 17, 2020 by and among Yinke Holdings Ltd, Yinke Merger Co. Ltd and Yintech Investment Holdings Limited (incorporated by reference to Exhibit 99.2 to Yintech Investment Holdings Limited’s Report of Foreign Private Issuer filed on Form 6-K on August 17, 2020).

C		Rollover and Contribution Agreement, dated August 17, 2020 by and among Coreworth Investments Limited, Harmony Creek Investments Limited, Rich Horizon Investments Limited, MeMeStar Limited, Sino August Investment Limited, Pan Hou Capital Management Limited, Chang Qing Investment Management Company Limited, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, YM Investment Limited, Fanghai Yu, Yu Zou, Dongda Zou, Qin Wang, Youbin Leng, Jigeng Chen, Pingsen Chen, Dikuo Bo, Xinzhou Tang, Yinke Holdings Ltd and Yinke Merger Co. Ltd.

D		Consortium Agreement, dated August 17, 2020 by and among Coreworth Investments Limited, Harmony Creek Investments Limited, Rich Horizon Investments Limited, MeMeStar Limited, Sino August Investment Limited, Pan Hou Capital Management Limited, Chang Qing Investment Management Company Limited, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, YM Investment Limited, Fanghai Yu, Yu Zou, Dongda Zou, Qin Wang, Youbin Leng, Jigeng Chen, Pingsen Chen, Dikuo Bo and Xinzhou Tang.

E		Limited Guarantee, dated August 17, 2020 by and among Wenbin Chen, Ming Yan, Ningfeng Chen and Yintech Investment Holdings Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 19, 2020

Wenbin Chen		/s/ Wenbin Chen

Coreworth Investments Limited	By:	/s/ Wenbin Chen
		Name:	Wenbin Chen
		Title:	Authorized Signatory

Ming Yan		/s/ Ming Yan

Harmony Creek Investments Limited	By:	/s/ Ming Yan
		Name:	Ming Yan
		Title:	Authorized Signatory

Ningfeng Chen		/s/ Ningfeng Chen

Rich Horizon Investments Limited	By:	/s/ Ningfeng Chen
		Name:	Ningfeng Chen
		Title:	Authorized Signatory

MeMeStar Limited	By:	/s/ Yan Yang
		Name:	Yan Yang
		Title:	Director

Bingsen Chen		/s/ Bingsen Chen

Sino August Investment Limited	By:	/s/ Bingsen Chen
		Name:	Bingsen Chen
		Title:	Director

Sina Corporation	By:	/s/ Charles Guowei Chao
		Name:	Charles Guowei Chao
		Title:	Chairman of the Board and Chief Executive Officer

Pan Hou Capital Management Limited	By:	/s/ Weiwei Zhou
		Name:	Weiwei Zhou
		Title:	Director

Lanxiang Wang		/s/ Lanxiang Wang

Chang Qing Investment Management Company Limited	By:	/s/ Juehao Li
		Name:	Juehao Li
		Title:	Director

Juehao Li		/s/ Juehao Li

Orchid Asia VI, L.P.	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Authorized Representative

Orchid Asia V Co-Investment, Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Director

OAVI Holdings, L.P.	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Authorized Representative

Orchid Asia VI GP, Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Director

Orchid Asia V Group Management, Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Director

Orchid Asia V Group, Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Director

AREO Holdings Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Director

YM Investment Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Director

The Li Family (PTC) Limited	By:	/s/ Gabriel Li
		Name:		Gabriel Li
		Title:		Authorized Signatory

Lam Lai Ming		/s/ Lam Lai Ming

Fanghai Yu		/s/ Fanghai Yu

Yu Zou		/s/ Yu Zou

Dongda Zou		/s/ Dongda Zou

Qin Wang		/s/ Qin Wang

Youbin Leng		/s/ Youbin Leng

Jigeng Chen		/s/ Jigeng Chen

Pingsen Chen		/s/ Pingsen Chen

Dikuo Bo		/s/ Dikuo Bo

Xinzhou Tang		/s/ Xinzhou Tang

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

Coreworth Investments Limited

The names of the directors and the names and titles of the executive officers of Coreworth Investments and their principal occupations are set forth below. The business address of each of the following individuals is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, The People’s Republic of China.

Name	Present Principal Occupation	Citizenship
Directors:
Wenbin Chen	Director	Hong Kong Special Administrative Region of the People’s Republic of China

Executive Officers:
N/A

Harmony Creek Investments Limited

The names of the directors and the names and titles of the executive officers of Harmony Creek and their principal occupations are set forth below. The business address of each of the following individuals is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, The People’s Republic of China.

Name	Present Principal Occupation	Citizenship
Directors:
Ming Yan	Director	Hong Kong Special Administrative Region of the People’s Republic of China

Executive Officers:
N/A

Rich Horizon Investments Limited

The names of the directors and the names and titles of the executive officers of Rich Horizon and their principal occupations are set forth below. The business address of each of the following individuals is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, The People’s Republic of China.

Name	Present Principal Occupation	Citizenship
Directors:
Ningfeng Chen	Director	Canada

Executive Officers:
N/A

Sina Corporation

The names of the directors and the names and titles of the executive officers of Sina Corporation and their principal occupations are set forth below. The business address of each of the following individuals is c/o 7F, No. 8 SINA Plaza, Courtyard 10, the West Xibeiwang E. Road, Haidian District Beijing 100193, People’s Republic of China.

Name	Present Principal Occupation	Citizenship
Directors:
Charles Chao	Chairman of the Board and Chief Executive Officer	United States
Ter Fung Tsao	Independent Director	Taiwan
Yan Wang	Independent Director	People’s Republic of China
Song-Yi Zhang	Independent Director	Hong Kong Special Administrative Region of the People’s Republic of China
Yichen Zhang	Independent Director	Hong Kong Special Administrative Region of the People’s Republic of China
James Jianzhang Liang	Independent Director	Hong Kong Special Administrative Region of the People’s Republic of China

Executive Officers:
Bonnie Yi Zhang	Chief Financial Officer	United States
Hong Du	President and Chief Operating Officer	People’s Republic of China
Qingxu Deng	Senior Vice President	People’s Republic of China
Bin Zheng	Senior Vice President	People’s Republic of China

MeMeStar Limited

The names of the directors and the names and titles of the executive officers of MeMeStar Limited and their principal occupations are set forth below. The business address of each of the following individuals is c/o 7F, No. 8 SINA Plaza, Courtyard 10, the West Xibeiwang E. Road, Haidian District Beijing 100193, People’s Republic of China.

Name	Present Principal Occupation	Citizenship
Directors:
Yan Yang	Director	People’s Republic of China

Executive Officers:
N/A

Sino August Investment Limited

The names of the directors and the names and titles of the executive officers of Sino August Investment Limited and their principal occupations are set forth below. The business address of each of the following individuals is c/o Sino August Investment Limited, Room 1706, Shangnan Building, No. 111 Yuntai Road, Pudong New District, Shanghai, P.R. China 200126.

Name	Present Principal Occupation	Citizenship
Directors:
Bingsen Chen	Director	People’s Republic of China

Executive Officers:
N/A

Pan Hou Capital Management Limited

The names of the directors and the names and titles of the executive officers of Pan Hou Capital Management Limited and their principal occupations are set forth below. The business address of each of the following individuals is c/o 29th Floor, Building 2, 759 Yanggao South Road, Pudong New Area, Shanghai, P.R. China 200090.

Name	Present Principal Occupation	Citizenship
Directors:
Weiwei Zhou	Director	People’s Republic of China

Executive Officers:
N/A

Chang Qing Investment Management Company Limited

The names of the directors and the names and titles of the executive officers of Chang Qing Investment Management Company Limited and their principal occupations are set forth below. The business address of each of the following individuals is c/o Room 202, Building 6, No. 3539 Dongfang Road, Pudong New Area, Shanghai, P.R. China 200134.

Name	Present Principal Occupation	Citizenship
Directors:
Juehao Li	Director	Hong Kong Special Administrative Region of the People’s Republic of China

Executive Officers:
N/A

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Person (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.00001 per share, of Yintech Investment Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 19, 2020.

Wenbin Chen		/s/ Wenbin Chen

Coreworth Investments Limited	By:	/s/ Wenbin Chen
		Name: Wenbin Chen
		Title: Authorized Signatory

Ming Yan		/s/ Ming Yan

Harmony Creek Investments Limited	By:	/s/ Ming Yan
		Name: Ming Yan
		Title: Authorized Signatory

Ningfeng Chen		/s/ Ningfeng Chen

Rich Horizon Investments Limited	By:	/s/ Ningfeng Chen
		Name: Ningfeng Chen
		Title: Authorized Signatory

MeMeStar Limited	By:	/s/ Yan Yang
		Name: Yan Yang
		Title: Director

Bingsen Chen		/s/ Bingsen Chen

Sino August Investment Limited	By:	/s/ Bingsen Chen
		Name: Bingsen Chen
		Title: Director

Sina Corporation	By:	/s/ Charles Guowei Chao
		Name: Charles Guowei Chao
		Title: Chairman of the Board and Chief Executive Officer

Pan Hou Capital Management Limited	By:	/s/ Weiwei Zhou
		Name: Weiwei Zhou
		Title: Director

Lanxiang Wang		/s/ Lanxiang Wang

Chang Qing Investment Management Company Limited	By:	/s/ Juehao Li
		Name: Juehao Li
		Title: Director

Juehao Li		/s/ Juehao Li

Orchid Asia VI, L.P.	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative

Orchid Asia V Co-Investment, Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Director

OAVI Holdings, L.P.	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative

Orchid Asia VI GP, Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Director

Orchid Asia V Group Management, Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Director

Orchid Asia V Group, Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Director

AREO Holdings Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Director

YM Investment Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Director

The Li Family (PTC) Limited	By:	/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Signatory

Lam Lai Ming		/s/ Lam Lai Ming

Fanghai Yu		/s/ Fanghai Yu

Yu Zou		/s/ Yu Zou

Dongda Zou		/s/ Dongda Zou

Qin Wang		/s/ Qin Wang

Youbin Leng		/s/ Youbin Leng

Jigeng Chen		/s/ Jigeng Chen

Pingsen Chen		/s/ Pingsen Chen

Dikuo Bo		/s/ Dikuo Bo

Xinzhou Tang		/s/ Xinzhou Tang

Exhibit C

Execution Version

ROLLOVER AND CONTRIBUTION AGREEMENT

This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 17, 2020 by and among (1) Yinke Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Yinke Merger Co. Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholders of Yintech Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).

WHEREAS, on June 22, 2020, Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen (collectively, the “Buyer Group”) jointly submitted a preliminary non-binding proposal letter to the board of directors of the Company to acquire all of the ordinary shares of the Company, par value US$0.00001 per share (the “Ordinary Shares”), not beneficially owned by the Buyer Group (the “Proposed Acquisition”) for cash consideration equal to US$0.34 per Ordinary Share, or US6.80 per American Depositary Share (“ADS”, each representing twenty (20) Ordinary Shares);

WHEREAS, on August 13, 2020, the Buyer Group agreed to raise the offer price from US$6.80 per ADS to US$7.30 per ADS, or US$0.365 per Ordinary Share.

WHEREAS, as of the date hereof, each Rollover Shareholder is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of such number of Ordinary Shares as set forth in the columns titled “Rollover Shares” opposite such Rollover Shareholder’s name on Schedule A hereto (with respect to such Rollover Shareholder, its “Rollover Shares”). With respect to each Rollover Shareholder, its Rollover Shares, together with any other Ordinary Shares and securities of the Company as may be acquired (whether beneficially or of record) by such Rollover Shareholder after the date hereof and prior to the earlier of the effective time of the Merger (the “Effective Time”) and the termination of all of its obligations under this Agreement, including, without limitation, any Ordinary Shares or securities of the Company as may be acquired by means of dividend or distribution, or issued upon the exercise of any warrants or the conversion of any convertible securities or otherwise, shall be collectively referred to herein as its “Securities”;

WHEREAS, each Rollover Shareholder (other than members of the Buyer Group and their respective Affiliates) intends to join the Buyer Group and participate in the Proposed Acquisition;

WHEREAS, Parent and Merger Sub intend to enter into an Agreement and Plan of Merger (“Merger Agreement”) with the Company, pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, in connection with the consummation of the Merger, each Rollover Shareholder, including each member of the Buyer Group, agrees to contribute its, his or her Rollover Shares to Merger Sub in exchange for newly issued ordinary shares of Parent, par value US$0.00001 per share (“Parent Shares”), upon the terms and conditions set forth herein;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Shareholders are entering into this Agreement; and

WHEREAS, the Rollover Shareholders acknowledge that Parent and Merger Sub will be negotiating with the Company and entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATIONS

Section 1.1 Definitions. Certain terms are used in this Agreement as specifically defined herein.

“Action” means any litigation, hearing, suit, claim, action, proceeding or investigation.

“Affiliate” means, as to any Person, any Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting equity, by contract or otherwise, and the terms “controlled” and “controlling” has meanings correlative to the foregoing.

“Companies Laws” means the Companies Law (2020 Revision) (as amended) of the Cayman Islands.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Authority” means any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (whether foreign, federal, state, local or supranational) or any self-regulatory or quasi-governmental authority.

“Law” means any federal, state, local, national, supranational, foreign or administrative law (including common law), statute, code, rule, regulation, rules of the relevant

stock exchange on which the relevant parties’ securities are listed, Order, ordinance or other pronouncement of any Governmental Authority.

“Lien” means any lien, pledge, hypothecation, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Order” means any order, judgment, writ, stipulation, settlement, award, injunction, decree, consent decree, decision, ruling, subpoena, verdict, or arbitration award entered, issued, made or rendered by any arbitrator or Governmental Authority of competent jurisdiction.

ARTICLE II
RESTRICTIONS ON TRANSFER; STANDSTILL

Section 2.1 Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), such Rollover Shareholder shall not directly or indirectly:

(a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities;

(b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;

(c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Ordinary Shares;

(d) take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of its, his or her obligations under this Agreement, or

(e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b) (c) or (d).

Any purported Transfer in violation of this Section 2.1 shall be null and void.

Section 2.2 Standstill. Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholders or any of their respective Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Forms 3, 4 or 5 or Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the other Rollover Shareholders) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) any Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Section 2.3 Acquisition of Shares.

(a) The parties acknowledge that, prior to the Effective Time, the members of the Buyer Group may acquire additional Ordinary Shares resulting from the exercise of Company’s options or restricted share units held by such members as of the date hereof. For so long as such acquisition is not prohibited by applicable Laws and otherwise would not adversely affect the transactions contemplated under the Merger Agreement, such newly acquired Ordinary Shares shall be deemed as “Rollover Shares” hereunder.

(b) In the event of the acquisition pursuant to Section 2.3(a) above, Schedule A hereof shall be updated immediately to reflect the rollover of such Ordinary Shares acquired by such acquiring person.

ARTICLE III
CONTRIBUTION

Section 3.1 Irrevocable Election. The execution of this Agreement by each Rollover Shareholder evidences, subject to Article VI, the irrevocable election and agreement by each Rollover Shareholder to the contribution, assignment, transfer and delivery of its Rollover Shares in exchange for the subscription by it or its designated Affiliate(s) for newly issued Parent Shares immediately prior to the Closing on and subject to the terms and conditions set forth herein.

Section 3.2 Contribution of Rollover Shares by Rollover Shareholders to Merger Sub. Subject to the terms and conditions set forth in this Agreement, immediately prior to the completion of transactions contemplated under the Merger Agreement (the “Closing”), each Rollover Shareholder shall take any and all actions necessary to contribute, assign, transfer and deliver to Merger Sub, all of the right, title and interest of such Rollover Shareholder in and to its, his or her Rollover Shares, free and clear of all Liens (other than any Liens created or expressly permitted by Merger Sub or arising by reason of the Merger Agreement or this Agreement).

Section 3.3 Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of each Rollover Shareholder’s Rollover Shares to Merger Sub pursuant to Section 3.2 of this Agreement, Parent shall issue Parent Shares in the name of such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, in the name of an Affiliate of such Rollover Shareholder) in the amount set forth opposite such Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the per share merger consideration under the Merger Agreement, (b) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent with respect to the applicable Rollover Shares and (c) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to the merger consideration with respect to the Rollover Shares contributed to Merger Sub by such Rollover Shareholder.

Section 3.4 Contribution Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing), the closing of the contribution of Rollover Shares and issuance of Parent Shares contemplated hereby (the “Contribution Closing”) shall take place immediately prior to the Closing. Upon the Contribution Closing, Merger Sub shall be the registered holder of Ordinary Shares representing at least 90% of the votes exercisable in general meetings of the Company, and the Merger will be carried out through a statutory short-form merger in accordance with section 233(7) of the Companies Law.

Section 3.5 Deposit of Rollover Shares. No later than five (5) Business Days prior to the Contribution Closing, each Rollover Shareholder and any agent of such Rollover Shareholder holding certificates evidencing any Rollover Shares shall deliver or cause to be

delivered to Merger Sub, for disposition in accordance with the terms of this Article III, (a) duly executed instruments of transfer of the Rollover Shares to Merger Sub, in form reasonably acceptable to Merger Sub, and (b) certificates, if any, representing its, his or her Rollover Shares (the “Rollover Share Documents”). The Rollover Share Documents shall be held by Merger Sub or any agent authorized by Merger Sub until the Contribution Closing. To the extent that any Rollover Shares of a Rollover Shareholder are held in street name or otherwise represented by ADSs, such Rollover Shareholder shall execute such instruments and take such other actions, in each case, as are reasonably requested by Parent to convert its ADSs into Rollover Shares prior to the Contribution Closing.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ROLLOVER SHAREHOLDERS

Section 4.1 Representations and Warranties. Each Rollover Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub as of the date hereof and as of the Contribution Closing:

(a) such Rollover Shareholder has the full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b) this Agreement has been duly executed and delivered by such Rollover Shareholder and the execution, delivery and performance of this Agreement by such Rollover Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Rollover Shareholder and no other actions or proceedings on the part of such Rollover Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;

(c) assuming due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(d) (i) such Rollover Shareholder (A) is and, immediately prior to the Contribution Closing, will be the beneficial owner of, and has and will have good and valid title to, its, his or her Securities, free and clear of Liens other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Rollover Shareholder) voting power, power of disposition, and power to control dissenter’s rights, in each case with respect to all of its, his or her Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands and the terms of this Agreement, (ii) its, his or her Securities are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of such Securities other than this Agreement, (iii) such Rollover Shareholder has not Transferred any interest in any of its, his or

her Securities and (iv) as of the date hereof, other than the Rollover Shares, such Rollover Shareholder does not own, beneficially or of record, any shares or other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities);

(e) except as contemplated hereby, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Rollover Shareholder is a party relating to the pledge, disposition or voting of any of its Rollover Shares, and its Rollover Shares are not subject to any Contract to which it is a party relating to the voting or Transfer of such Securities other than this Agreement, or any Lien which will be discharged on or prior to the Contribution Closing;

(f) except for the applicable requirements of the Exchange Act and any other United States federal securities Law, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder, nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Shareholder or any of such Rollover Shareholder’s properties or assets;

(g) on the date hereof, there is no Action pending against such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other person or, to the knowledge of such Rollover Shareholder, threatened against such Rollover Shareholder or any other person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of its, his or her obligations under this Agreement;

(h) such Rollover Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent and Merger Sub concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, and such Rollover Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(i) such Rollover Shareholder understands and acknowledges that Parent and Merger Sub will be entering into the Merger Agreement in reliance upon such Rollover Shareholder’s execution, delivery and performance of this Agreement.

Section 4.2 Covenants. Each Rollover Shareholder hereby:

(a) agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of its, his or her obligations under this Agreement;

(b) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that it may have with respect to its Securities (including, without limitation, any rights under Section 238 of the Companies Law);

(c) agrees to reasonably cooperate with Parent in connection with the preparation of the filings or notifications with any Governmental Authority that are required by applicable Law to the extent such documents relate to it (or any of its Affiliates);

(d) agrees and covenants, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within forty-eight (48) hours) notify Parent of any new Ordinary Shares, Securities and/or other securities of the Company with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof; and

(e) agrees further that, upon request of Parent, such Rollover Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 5.1 Each of Parent and Merger Sub represents and warrants to each Rollover Shareholder that as of the date hereof and as of the Contribution Closing:

(a) Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate actions or proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Rollover Shareholders, this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium

or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(b) except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent or Merger Sub for the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Merger Sub, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent or Merger Sub pursuant to, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub any of their properties or assets;

(c) each of Parent and Merger Sub was formed solely for the purposes of engaging in the Proposed Acquisition and has not conducted any business prior to the date hereof, and has no, and prior to the Effective Time, will have no assets, liabilities or obligations of any nature other than pursuant to any definitive documentation relating to the debt financing that may be incurred by Parent or Merger Sub to complete the Proposed Acquisition and those incident to its formation and capitalization pursuant to the Merger Agreement and the transactions contemplated thereby. Other than Merger Sub, there are no other corporations, partnerships, joint ventures, associations, or entities through which Parent conducts business, or other entities in which either Parent controls or owns, of record or beneficially, any direct or indirect equity or other interest; and

(d) at the Contribution Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Parent.

ARTICLE VI
TERMINATION

This Agreement, and the obligations of the Rollover Shareholders hereunder, shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms, and (c) the written agreement of the Rollover Shareholders and Parent (such earlier time, the “Expiration Time”); provided, that this Article VI and Article VII shall survive any termination of this Agreement. Nothing in this Article VI shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger

fails to occur but the Contribution Closing contemplated by Article III has already taken place, then Parent and Merger Sub shall promptly take all such actions as are necessary to restore each Rollover Shareholder to the position it was in with respect to ownership of the Rollover Shares prior to the Contribution Closing.

ARTICLE VII
MISCELLANEOUS

Section 7.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by international overnight courier to the respective parties at the address set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.1):

if to a Rollover Shareholder, to the address set forth next to such Rollover Shareholder’s name on Schedule A hereto;

if to Parent and/or Merger Sub:

3rd Floor, Lujiazui Investment Tower

360 Pudian Road

Pudong New Area, Shanghai

Attention: Wenbin Chen

Email: [email protected]

with a copy to (which alone shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

Attention: Peter X. Huang, Esq.

Email: [email protected]

Section 7.2 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 7.3 Entire Agreement. This Agreement, the limited guarantee by and among the Buyer Group and the Company, and the consortium agreement by and among the Rollover Shareholders constitutes the entire agreement among the parties with respect to the

subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 7.4 Specific Performance. Each party acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agrees that in the event of any breach by a party hereto of any of its, his or her respective covenants or agreements set forth in this Agreement, the non-breaching parties shall each be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement by any party, in addition to any other remedy at law or equity. Each party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by a party.

Section 7.5 Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 7.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of Law or conflict of Law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York.

Section 7.7 Dispute Resolution.

(a) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 7.7 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type

damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b) Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 7.7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7.7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7.7(a) in any way.

Section 7.8 No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement; provided, that the Company is an express third-party beneficiary of the obligations of the Rollover Shareholders pursuant to Section 2.2 and Article III of this Agreement and shall be entitled to specific performance of the terms thereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at law or equity.

Section 7.9 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 7.10 No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 7.11 Further Assurances. Each Rollover Shareholder hereby covenants that, from time to time, it, he or she will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to convey, transfer to and vest in Merger Sub, and to put Merger Sub in possession of, all of the applicable Rollover Shares in accordance with the terms of this Agreement.

Section 7.12 Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an

original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties.

Section 7.13 Confidentiality. This Agreement shall be treated as confidential and may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the parties hereto; provided, that each party hereto may, without such written consent, disclose the existence and content of this Agreement to its officers, directors, employees, partners, members, investors, financing sources, advisors (including financial and legal advisors) and any representatives of the foregoing and to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the transactions contemplated hereby or by the Merger Agreement.

Section 7.14 Interpretation. When a reference is made in this Agreement to a Section or Article such reference shall be to a Section or Article of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The symbol “US$” refers to United States Dollars. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” References to “day” shall mean a calendar day unless otherwise indicated as a “Business Day.”

[Remainder of Page Left Blank Intentionally]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	PARENT

	Yinke Holdings Ltd

	By:	/s/ Wenbin Chen
	Name: Wenbin Chen
	Title: Director

	MERGER SUB

	Yinke Merger Co. Ltd

	By:	/s/ Wenbin Chen
	Name: Wenbin Chen
	Title: Director

[Signature Page to Contribution and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Coreworth Investments Limited

	By:	/s/ Wenbin Chen
	Name: Wenbin Chen
	Title: Director

[Signature Page to Rollover and Contribution Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Harmony Creek Investments Limited

	By:	/s/ Ming Yan
	Name: Ming Yan
	Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Rich Horizon Investments Limited

	By:	/s/ Ningfeng Chen
	Name: Ningfeng Chen
	Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	MeMeStar Limited

	By:	/s/ Yan Yang
	Name: Yan Yang
	Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Sino August Investment Limited

	By:	/s/ Bingsen Chen
	Name: Bingsen Chen
	Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Pan Hou Capital Management Limited

	By:	/s/ Weiwei Zhou
	Name: Weiwei Zhou
	Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Chang Qing Investment Management Company Limited

	By:	/s/ Juehao Li
	Name: Juehao Li
	Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

ROLLOVER SHAREHOLDER

Orchid Asia VI, L.P.

By:	/s/ Gabriel Li
Name: Gabriel Li
Title: Authorized Representative

Orchid Asia V Co-Investment, Limited

By:		/s/ Gabriel Li
Name: Gabriel Li
Title: Director


YM Investment Limited

By:		/s/ Lam Lai Ming
Name: Lam Lai Ming
Title: Director

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Fanghai Yu (余芳海)

	/s/ Fanghai Yu

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Yu Zou (邹豫)

	/s/ Yu Zou

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Dongda Zou (邹东达)

	/s/ Dongda Zou

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Qin Wang (王芹)

	/s/ Qin Wang

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Youbin Leng (冷友斌)

	/s/ Youbin Leng

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Jigeng Chen (陈冀庚)

	/s/ Jigeng Chen

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Pingsen Chen (陈平森)

	/s/ Pingsen Chen

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Dikuo Bo (薄地阔)

	/s/ Dikuo Bo

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	ROLLOVER SHAREHOLDER

	Xinzhou Tang (汤新州)

	/s/ Xinzhou Tang

SCHEDULE A

Name	Rollover Shares	Parent Shares	Notice Address
Coreworth Investments Limited	400,000,000 Ordinary Shares	400,000,000 ordinary shares	3rd Floor, Lujiazui Investment Tower, 360 Pudian Road, Pudong New Area, Shanghai Attention: Wenbin Chen Email: [email protected]
Harmony Creek Investments Limited	300,000,000 Ordinary Shares	300,000,000 ordinary shares	FLAT A 17/F TOWER 1 REGENT ON THE PARK 9A KENNEDY RD Attention: Ming Yan Email: [email protected]
Rich Horizon Investments Limited	300,000,000 Ordinary Shares	300,000,000 ordinary shares	FLAT H, 28/F, BLK 7 CENTURY GATEWAY 83 TUEN MUN HEUNG SZE WUI RD TUEN MUN NT Attention: Ningfeng Chen Email: [email protected]
MeMeStar Limited	44,948,455 Ordinary Shares	44,948,455 ordinary shares	北京市海淀区西北旺东路10号院西区8号楼新浪总部大厦7层联系人：秦琪电邮：[email protected]
Sino August Investment Limited	95,081,680 Ordinary Shares	95,081,680 ordinary shares	上海市浦东新区云台路111号上南大厦1706室联系人：杨文燕电邮：[email protected]
Pan Hou Capital Management Limited	44,600,300 Ordinary Shares	44,600,300 ordinary shares	上海市浦东新区杨高南路759号陆家嘴世纪金融广场2号楼29层联系人：周微微电邮：[email protected]
Chang Qing Investment Management Company Limited	53,467,360 Ordinary Shares	53,467,360 ordinary shares	上海市浦东新区东方路3539号6号楼202室联系人：李爵豪电邮：[email protected]

Orchid Asia VI, L.P.	29,618,620 Ordinary Shares	40,424,920 ordinary shares	c/o V&G Global Fund Services (Hong Kong) Limited, Suite 2901, 29/F, the Center, 99 Queen’s Road Central, Central, Hong Kong 联系人：Ken Siu 电邮：[email protected]
Orchid Asia V Co-Investment, Limited	1,486,260 Ordinary Shares	1,486,260 Ordinary Shares	c/o V&G Global Fund Services (Hong Kong) Limited, Suite 2901, 29/F, the Center, 99 Queen’s Road Central, Central, Hong Kong 联系人：Ken Siu 电邮：[email protected]
YM Investment Limited	9,320,040 Ordinary Shares	9,320,040 Ordinary Shares	c/o V&G Global Fund Services (Hong Kong) Limited, Suite 2901, 29/F, the Center, 99 Queen’s Road Central, Central, Hong Kong 联系人：Ken Siu 电邮：[email protected]
Fanghai Yu (余芳海)	6,270,400 Ordinary Shares	6,270,400 ordinary shares	江西省南昌市西湖区抚生路宏泰世纪滨江3栋1202 联系人：邹豫电邮：[email protected]
Yu Zou (邹豫)	7,209,140 Ordinary Shares	7,209,140 ordinary shares	江西省南昌市西湖区抚生路宏泰世纪滨江3栋1202 联系人：邹豫电邮：[email protected]
Dongda Zou (邹东达)	5,718,220 Ordinary Shares	5,718,220 ordinary shares	江西省奉新县狮山西大道供水宿舍4-102 联系人：王芹电邮：[email protected]
Qin Wang (王芹)	11,293,480 Ordinary Shares	11,293,480 ordinary shares	江西省奉新县狮山西大道供水宿舍4-102 联系人：王芹电邮：[email protected]
Youbin Leng (冷友斌)	6,739,700 Ordinary Shares	6,739,700 ordinary shares	北京市朝阳区酒仙桥路甲10号星城国际大厦C座16层联系人：许梦童电邮：[email protected]

Jigeng Chen (陈冀庚)	14,864,320 Ordinary Shares	14,864,320 Ordinary Shares	19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]
Pingsen Chen (陈平森)	4,282,080 Ordinary Shares	4,282,080 ordinary shares	19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]
Dikuo Bo (薄地阔)	870,020 Ordinary Shares	870,020 ordinary shares	19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]
Xinzhou Tang (汤新州)	2,465,800 Ordinary Shares	2,465,800 ordinary shares	19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]

SCHEDULE B

Capitalization Table of Parent Immediately After Closing

Shareholders	Number of Ordinary Shares	%
Coreworth Investments Limited	400,000,000	27.37	%
Harmony Creek Investments Limited	300,000,000	20.52	%
Rich Horizon Investments Limited	300,000,000	20.52	%
MeMeStar Limited	44,948,455	3.08	%
Sino August Investment Limited	95,081,680	6.50	%
Pan Hou Capital Management Limited	44,600,300	3.05	%
Chang Qing Investment Management Company Limited	53,467,360	3.66	%
Orchid Asia VI, L.P.	29,618,620	2.03	%
Orchid Asia V Co-Investment, Limited	1,486,260	0.10	%
YM Investment Limited	9,320,040	0.64	%
Fanghai Yu (余芳海)	6,270,400	0.43	%
Yu Zou (邹豫)	7,209,140	0.49	%
Dongda Zou (邹东达)	5,718,220	0.39	%
Qin Wang (王芹)	11,293,480	0.77	%
Youbin Leng (冷友斌)	6,739,700	0.46	%
Jigeng Chen (陈冀庚)	14,864,320	1.02	%
Pingsen Chen (陈平森)	4,282,080	0.29	%
Dikuo Bo (薄地阔)	870,020	0.06	%
Xinzhou Tang (汤新州)	2,465,800	0.17	%
Yinke Management Holdings Ltd	123,436,140	8.44	%
*Total*	*1,461,672,015*	*100.00*	%

Exhibit D

Execution Version

CONSORTIUM AGREEMENT

THIS CONSORTIUM AGREEMENT is made as of August 17, 2020 (the “Agreement”), by and among the consortium members (each a “Consortium Member” and collectively, the “Consortium Members”) set forth in Schedule A hereto. Each of the Consortium Members is referred to herein as a “Party”, and collectively, the “Parties” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.

WHEREAS, on June 22, 2020, Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen (collectively, the “Founders”) jointly submitted a preliminary non-binding proposal letter (the “Proposal”) to the board of directors of Yintech Investment Holdings Limited (the “Company Board”), a company incorporated under the laws of the Cayman Islands and listed on the NASDAQ Global Select Market (the “Company”), to acquire all of the ordinary shares of the Company, par value US$0.00001 per share (the “Ordinary Shares”), not beneficially owned by the Founders (the “Transaction”) for cash consideration equal to US$0.34 per Ordinary Share, or US6.80 per American Depositary Share (“ADS”, each representing twenty (20) Ordinary Shares);

WHEREAS, on August 13, 2020, the Founders agreed to raise the offer price from US$6.80 per ADS to US$7.30 per ADS, or US$0.365 per Ordinary Share.

WHEREAS, (a) in connection with the Transaction, Mr. Wenbin Chen has formed a new company (“Parent”) under the laws of the Cayman Islands, which has formed a direct, wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands, (b) the Consortium Members other than the Founders intend to participate in the Transaction and each Consortium Member intends to enter into a rollover and contribution agreement (the “Rollover Agreement”) with Parent, pursuant to which each Consortium Member will irrevocably agree to contribute its Ordinary Shares to the Merger Sub immediately prior to the Closing in exchange for newly issued ordinary shares of Parent, such that the Merger Sub will hold 1,338,235,875 Ordinary Shares immediately prior to Closing, representing approximately 91.6% of the voting power of the Ordinary Shares exercisable in a general meeting of the Company, and (c) at the closing of the Transaction (the “Closing”), the Parties intend that Merger Sub will be merged with and into the Company, with the Company being the surviving company and becoming a direct, wholly-owned subsidiary of Parent, and the Company would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Company, (b) discussions regarding the Proposal with the Company, and (c) the negotiation of the terms of definitive documentation in connection with the Transaction, including an agreement and plan of merger among Parent, Merger Sub and the Company (the “Merger Agreement”).

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Proposal; Holdco Ownership and Operation

1.1 Participation in Transaction. The Parties hereby authorize Mr. Wenbin Chen as the representative of the consortium (the “Consortium Representative”), to negotiate and agree on the terms of the Merger Agreement with the special committee of independent and disinterested directors of the Company Board (the “Special Committee”) and deal with all the matters in connection with the Transaction in accordance with this Agreement; provided that the Consortium Representative shall promptly inform other Parties of the status of discussions and negotiations with the Special Committee, provide the Consortium Members with a reasonable opportunity to review and comment on the terms of the Merger Agreement, and consider in good faith the comments reasonably proposed by the Parties.

1.2 Parent Shareholders Agreement.

(a) The Parties agree to negotiate in good faith to reach agreement on a shareholders agreement (the “Shareholders Agreement”) that would, among other things, govern the relationship of the shareholders in Parent following the Closing, and contain provisions customary for transactions of this type.

(b) Prior to the effective date of the Shareholders Agreement, the ownership, operation and management of Parent shall be in accordance with the terms and conditions of the organizational documents of Parent and this Agreement.

2. Participation in Transaction; Advisors; Approvals

2.1 Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Parent, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Company Board and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Company, (d) sharing all information reasonably necessary to evaluate the Company, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (e) providing each other or Parent with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (f) providing timely responses to requests by another Party for information, (g) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (h) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Company, any issuance of which shall be subject to Section 6.1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act).

Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality.

2.2 Appointment of Advisors.

(a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Parent and/or the Parties in connection with the Transaction. The following Advisors have been jointly selected by the Parties to represent the consortium in connection with the Transaction: (i) Skadden, Arps, Slate, Meagher & Flom LLP as U.S. legal counsel, and (ii) Conyers Dill & Pearman as Cayman legal counsel.

(b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Party may retain other Advisors to advise it. Each Party that engages separate Advisors shall (i) provide prior notice to the other Parties of such engagement, and (ii) be solely responsible for the fees and expenses of such separate Advisors.

2.3 Approvals. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transaction.

3. Transaction Costs

3.1 Expenses and Fee Sharing.

(a) Unless the Parties otherwise agree in writing, the Parties shall pay in a timely manner and ratably in proportion to their respective ownership of equity interest in the Parent, the fees, expenses and disbursements of Advisors retained by the Parties (other than fees and expenses of any separate Advisors which were retained by any Party in accordance with Section 2.2(b) unless and only to the extent such appointment and expenses are agreed to in advance by the Parties); provided that if the Transaction is not consummated, such fees, expenses and disbursements of Advisors shall be paid by the Founders.

(b) The Parties shall be entitled to receive any termination, break-up or other fees or amounts payable to Parent or Merger Sub by the Company pursuant to the Merger Agreement, to be allocated ratably in proportion to their respective Parent ownership percentage (unless as otherwise agreed in writing by the Parties), net of the costs and expenses incurred in connection with the Transaction, including, without limitation, the fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate Advisors who were retained by any Party in accordance with Section 2.2(b) unless and only to the extent such appointment and expenses are agreed to in advance by the Parties).

4. Exclusivity

4.1 Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), unless otherwise agreed to or consented to in writing in advance by the other Party, each Party shall:

(a) work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Company and its business, (ii) prepare, negotiate and finalize the definitive documentation in connection with the Transaction, and (iii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;

(b) not, directly or indirectly, either alone or with or through any Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal, or solicit, encourage, facilitate or join with any other person in the making of, any Competing Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal, (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement, (v) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such Party from performing its obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in clauses (i) to (v) of this Sections 4.1(b);

(c) immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all persons conducted heretofore with respect to a Competing Proposal; and

(d) promptly notify the other Parties if it or, to its knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, including in such notice the identity of the other persons involved and the nature and content of the approach or communication, and provide the other Parties with copies of any written communication.

5. Termination

5.1 Termination Events. From and after such time as the Merger Agreement is executed and delivered, except as provided in this Section 5.1, no Party will be permitted to withdraw from or be relieved of its obligations hereunder. Subject to Section 5.2(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) termination of the Merger Agreement in accordance with its terms, and (c) the Closing.

5.2 Effect of Termination.

(a) Upon termination of this Agreement with respect to a Party pursuant to Section 5.1, Article 3 (Transaction Costs), Article 4 (Exclusivity), Article 5 (Termination), Section 6.2 (Confidentiality), Article 7 (Notices) and Article 9 (Miscellaneous) shall continue to bind such Party.

(b) Other than as set forth in Sections 5.2(a) or in respect of a breach of this Agreement by any Party prior to the termination of this Agreement with respect to such Party, the Parties shall not otherwise be liable to each other in relation to this Agreement.

6. Announcements and Confidentiality

6.1 Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent of the other Parties (other than any disclosure on Forms 3, 4 or 5 or Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder), which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Any announcement to be made by the Parties or their Affiliates (including Parent) in connection with the Transaction shall be jointly coordinated and agreed by the Parties.

6.2 Confidentiality.

(a) Except as permitted under Section 6.3, each Party shall not, and shall direct its Affiliates and Representatives not to, without the prior written consent of the other Parties, disclose any Confidential Information received by it (the “Recipient”) from any other Party (the “Discloser”). Each Party shall not and shall direct its Affiliates and Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

(b) Subject to Section 6.2(c), the Recipient shall safeguard and return to the Discloser, on demand, any Confidential Information which falls within clause (a) of the definition of Confidential Information, and in the case of electronic data that constitutes Confidential Information, return or destroy such Confidential Information (other than any electronic data stored on the back-up tapes of the Recipient’s hardware) at the option of the Recipient.

(c) Each Party may retain in a secure archive a copy of the Confidential Information referred to in Section 6.2(b) if the Confidential Information is required to be retained by the Party for regulatory purposes or in connection with a bona fide document retention policy.

(d) Each Party acknowledges that, in relation to Confidential Information received from the other Parties, the obligations contained in this Section 6.2 shall continue to

apply for a period of 12 months following termination of this Agreement pursuant to Section 5.1, unless otherwise agreed in writing.

6.3 Permitted Disclosures. A Party may make disclosures (a) to those of its Affiliates and Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement (including potential sources of capital), but only on a confidential basis; (b) if required by law or a court of competent jurisdiction, the United States Securities and Exchange Commission or another regulatory body or international stock exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Affiliates or Representatives.

7. Notices

7.1 Any notice, request, instruction or other document to be provided hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile, overnight courier or electronic mail, to the address provided in Schedule A, or to such other address or facsimile number or electronic mail address as such Party may hereafter specify for the purpose by notice to the other Parties hereto. Any such notice, request, instruction or other document shall be deemed delivered to the receiving Party upon actual receipt, if delivered personally; upon confirmation or proof of successful transmission if sent by facsimile or email (provided that if given by facsimile or email, such notice, request, instruction or other document shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein); or on the next Business Day after deposit with an overnight courier, if sent by an overnight courier.

8. Representations and Warranties

8.1 Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that (a) it has the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party and no additional proceedings are necessary to approve this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of such Party enforceable against it in accordance with the terms hereof; (d) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which such Party is a party or by which such Party is bound, or any office such Party holds, (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party or any of its properties and assets, or (iii) result in the creation of, or impose any obligation on such Party to create, any lien, charge or other encumbrance of any nature whatsoever upon such Party’s properties or assets; and (e) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such Party.

8.2 Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Sections 8.1 and have been induced by them to enter into this Agreement.

9. Miscellaneous

9.1 Entire Agreement. This Agreement, the limited guarantee by and among the Founders and the Company, and the Rollover Agreement constitute the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

9.2 Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

9.4 Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by each of the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9.5 Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned without the prior consent of the other Parties. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall be construed as giving any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof.

9.6 No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

9.7 Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document.

9.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than Hong Kong.

9.9 Arbitration; Consent to Jurisdiction. Subject to the last sentence of this Section 9.9, any dispute, controversy, difference or claim arising out of or relating to this Agreement, including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement, shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the HKIAC in accordance with the HKIAC Rules in force when the Notice of Arbitration is submitted. The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in Chinese. Subject to the agreement of the tribunal, any action(s) which arises subsequent to the commencement of arbitration of any existing action(s), shall be resolved by the tribunal already appointed to hear the existing action(s). The award of the arbitration tribunal shall be final and conclusive and binding upon the Parties as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the Parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

9.10 Specific Performance. Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, notwithstanding Section 9.9, each Party shall be entitled to bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision of this Agreement.

9.11 Limitation on Liability. The obligation of each Party under this Agreement is several (and not joint or joint and several).

10. Definitions and Interpretations

10.1 Definitions. In this Agreement, unless the context requires otherwise:

“Advisors” means the advisors and/or consultants of Parent, Merger Sub, and the Parties, in each case appointed in connection with the Transaction.

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person and “Affiliates” shall be construed accordingly.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in PRC, Hong Kong and in New York, New York, for the transaction of normal banking business.

“Competing Proposal” means a proposal, offer or invitation to the Company, a Party or any of their respective Affiliates (other than the Transaction), that involves the direct or indirect acquisition of 10% or more of the Ordinary Shares, a sale of all or any significant amount of the assets of the Company, a restructuring or recapitalization of the Company, or some other transaction that could adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information (x) is already known to such Party or to others not known by such Party to be bound by a duty of confidentiality, or (y) is or becomes publicly available other than through a breach of this Agreement by such Party, and (b) the existence or terms of, and any negotiations or discussions relating to, this Agreement, the Transaction and any definitive documentation, including the Merger Agreement.

“Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“PRC” means the People’s Republic of China, which for the purpose of this Agreement excludes the Hong Kong Special Administrative Region (“Hong Kong”), the Macau Special Administrative Region and Taiwan.

“Representative” of a Party means such Party’s employees, directors, officers, partners, members, nominees, agents, advisors (including, but not limited to legal counsel, accountants, consultants and financial advisors), potential sources of equity or debt financing, and any representatives of the foregoing. The Representatives shall include the Advisors.

“Securities” means shares, warrants, options and any other securities which are convertible into or exercisable for shares in the Company.

10.2 Headings. Section and paragraph headings are inserted for ease of reference only and shall not affect construction.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Coreworth Investments Limited

	By:	/s/ Wenbin Chen
	Name: Wenbin Chen
	Title: Director

	Wenbin Chen

	/s/ Wenbin Chen

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Harmony Creek Investments Limited

	By:	/s/ Ming Yan
	Name: Ming Yan
	Title: Director

	Ming Yan

	/s/ Ming Yan

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Rich Horizon Investments Limited

	By:	/s/ Ningfeng Chen
	Name: Ningfeng Chen
	Title: Director

	Ningfeng Chen

	/s/ Ningfeng Chen

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	MeMeStar Limited

	By:	/s/ Yan Yang
	Name: Yan Yang
	Title: Director

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Sino August Investment Limited

	By:	/s/ Bingsen Chen
	Name: Bingsen Chen
	Title: Director

	Bingsen Chen

	/s/ Bingsen Chen

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Pan Hou Capital Management Limited

	By:	/s/ Weiwei Zhou
	Name: Weiwei Zhou
	Title: Director

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.


	Chang Qing Investment Management Company Limited

	By:	/s/ Juehao Li
	Name: Juehao Li
	Title: Director

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Orchid Asia VI, L.P.

	By:	/s/ Gabriel Li
	Name: Gabriel Li
	Title: Authorized Representative

	Orchid Asia V Co-Investment, Limited

	By:	/s/ Gabriel Li
	Name: Gabriel Li
	Title: Director


	YM Investment Limited

	By:	/s/ Lam Lai Ming
	Name: Lam Lai Ming
	Title: Director

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Fanghai Yu (余芳海)

	/s/ Fanghai Yu

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Yu Zou (邹豫)

	/s/ Yu Zou

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Dongda Zou (邹东达)

	/s/ Dongda Zou

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Qin Wang (王芹)

	/s/ Qin Wang

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Youbin Leng (冷友斌)

	/s/ Youbin Leng

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Jigeng Chen (陈冀庚)

	/s/ Jigeng Chen

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Pingsen Chen (陈平森)

	/s/ Pingsen Chen

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Dikuo Bo (薄地阔)

	/s/ Dikuo Bo

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Xinzhou Tang (汤新州)

	/s/ Xinzhou Tang

[Consortium Agreement Signature Page]

Schedule A

Name		Address
Coreworth Investments Limited		3rd Floor, Lujiazui Investment Tower, 360 Pudian Road, Pudong New Area, Shanghai Attention: Wenbin Chen Email: [email protected]
Harmony Creek Investments Limited		FLAT A 17/F TOWER 1 REGENT ON THE PARK 9A KENNEDY RD Attention: Ming Yan Email: [email protected]
Rich Horizon Investments Limited		FLAT H, 28/F, BLK 7 CENTURY GATEWAY 83 TUEN MUN HEUNG SZE WUI RD TUEN MUN NT Attention: Ningfeng Chen Email: [email protected]
MeMeStar Limited		北京市海淀区西北旺东路10号院西区8号楼新浪总部大厦7层联系人：秦琪电邮：[email protected]
Sino August Investment Limited		上海市浦东新区云台路111号上南大厦1706室联系人：杨文燕电邮：[email protected]
Pan Hou Capital Management Limited		上海市浦东新区杨高南路759号陆家嘴世纪金融广场2号楼29层联系人：周微微电邮：[email protected]
Chang Qing Investment Management Company Limited		上海市浦东新区东方路3539号6号楼202室联系人：李爵豪电邮：[email protected]
Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited and YM Investment Limited		c/o V&G Global Fund Services (Hong Kong) Limited, Suite 2901, 29/F, the Center, 99 Queen’s Road Central, Central, Hong Kong 联系人：Ken Siu 电邮：[email protected]
Fanghai Yu (余芳海)		江西省南昌市西湖区抚生路宏泰世纪滨江3栋1202 联系人：邹豫

		电邮：[email protected]
Yu Zou (邹豫)		江西省南昌市西湖区抚生路宏泰世纪滨江3栋1202 联系人：邹豫电邮：[email protected]
Dongda Zou (邹东达)		江西省奉新县狮山西大道供水宿舍4-102 联系人：王芹电邮：[email protected]
Qin Wang (王芹)		江西省奉新县狮山西大道供水宿舍4-102 联系人：王芹电邮：[email protected]
Youbin Leng (冷友斌)		北京市朝阳区酒仙桥路甲10号星城国际大厦C座16层联系人：许梦童电邮：[email protected]
Jigeng Chen (陈冀庚)		19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]
Pingsen Chen (陈平森)		19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]
Dikuo Bo (薄地阔)		19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]
Xinzhou Tang (汤新州)		19/F, BOC Group Life Assurance Tower, 134-136 Des Voeux Road Central, Hong Kong 联系人：姜继威电邮：[email protected]

Exhibit E

Execution Version

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of August 17, 2020 (this “Limited Guarantee”), by the Persons listed on Schedule A hereto (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Yintech Investment Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

1. GUARANTEE.

(a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be revised, amended, restated and supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party, Yinke Holdings Ltd, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and Yinke Merger Co. Ltd, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will be merged with and into the Guaranteed Party, with the Guaranteed Party continuing as the surviving company and a wholly-owned subsidiary of Parent, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as a surety, the due and punctual performance and discharge as and when due of the payment obligations of Parent with respect to the payment of the Parent Termination Fee pursuant to Section 9.02(c) of the Merger Agreement (the “Obligations”); provided that, notwithstanding anything to the contrary contained in this Limited Guarantee, this Limited Guarantee may be enforced for money damages only and in no event shall a Guarantor’s aggregate liability under this Limited Guarantee exceed such Guarantor’s respective percentage, as set forth opposite its name on Schedule A hereto, of an amount equal to US$15,000,000 (the “Maximum Amount”), it being understood that this Limited Guarantee may not be enforced against a Guarantor without giving effect to the Maximum Amount, and shall not be enforced with respect to any portion of the Obligations that have been paid by Parent or Merger Sub. No Guarantor shall have any obligations or liability to any Person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein.

(b) Subject to the terms and conditions of this Limited Guarantee, if Parent fails to pay the Obligations when due, then all of the Guarantors’ liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may, at the Guaranteed Party’s option and so long as Parent or Merger Sub remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Obligations from the Guarantors (subject to each Guarantor’s Maximum Amount).

(c) Each Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fee and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder against such Guarantor, including without limitation in the event (i) such Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) such Guarantor fails or refuses to make any payments to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that such Guarantor is required to make such payment hereunder, which amounts will be in addition to the Obligations and shall not be subject to each Guarantor’s Maximum Amount.

2. NATURE OF GUARANTEE. Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect any Guarantors’ obligations hereunder. In the event that any payment from any Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to such Guarantor for any reason whatsoever, such Guarantor shall remain liable hereunder with respect to such Obligations (subject to such Guarantor’s Maximum Amount) as if such payment had not been made. This is an unconditional guarantee of payment and performance not of collectability. Each Guarantor reserves the right to assert as a defense to such payment by such Guarantor under the Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of each Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantors.

3. CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a) Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, extend the time of performance of any of the Obligations, and may also make any agreement with Parent, Merger Sub, or any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub, or such other Person without in any way impairing or affecting such Guarantor’s Obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Each Guarantor further agrees that the Obligations of such Guarantor hereunder shall not be released, discharged or impaired, in whole or in part, or otherwise affected by (i) the failure or delay of the

Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, any Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, or any of their respective assets; (iv) except as expressly provided herein, the existence of any claim, set-off or other right that such Guarantor may have at any time against Parent, Merger Sub, the Guaranteed Party, or any other Person whether in connection with the Obligations or otherwise; (v) any change in the manner, place or terms of payment or performance of, any change or extension of the time, of payment or performance of any of the Obligations, or any recession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of or other consent to departure of or from the Merger Agreement or any other agreement or instrument (other than this Limited Guarantee) evidencing, securing or otherwise executed by Parent, Merger Sub, any Guarantor or any other Person in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable which results in the amendment of this Limited Guarantee); (vi) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of such Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) of any Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to such Guarantor or otherwise operate as a discharge or release of such Guarantor as a matter of law or equity (other than a discharge or release of such Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement); or (ix) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or other agreement or instrument referred to herein or therein (other than this Limited Guarantee).

(b) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an Order, injunction, specific performance and other equitable relief against the relevant Guarantor from a court or authority of competent jurisdiction to prevent breaches of this Limited Guarantee and to

enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such Order or injunction. Each Guarantor further agrees not to oppose the granting of any such Order, injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an Order, injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or in equity. Each Guarantor irrevocably waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind (other than notices expressly required to be provided to Parent and Merger Sub pursuant to the Merger Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c) Each Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising.

(d) The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is relieved of all or any portion of its payment obligations under the Merger Agreement, this Limited Guarantee shall be amended promptly such that each

Guarantor shall be similarly relieved of his/her corresponding portion of obligations under this Limited Guarantee.

4. NO WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent or Merger Sub or any other Persons now or hereafter liable for any Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against any Guarantor, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights, remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

5. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents and warrants to the Guaranteed Party that:

(a) such Guarantor has complete civil rights and legal capacity to execute, deliver and perform this Limited Guarantee, and the execution, delivery and performance of this Limited Guarantee do not contravene any Law or contractual restriction binding on such Guarantor or his/her assets;

(b) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity or regulatory body is required from such Guarantor in connection with the execution, delivery or performance of this Limited Guarantee;

(c) this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(d) (i) such Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder, (ii) such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and (iii) all funds

necessary for such Guarantor to fulfill his/her obligations under this Limited Guarantee shall be available to such Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

6. NO ASSIGNMENT. No party hereto may assign its rights, interests or obligations hereunder to any other Person (except by operation of Law) without the prior written consent of the Guaranteed Party (in the case of any assignment by any Guarantor) or the relevant Guarantor (in the case of an assignment by the Guaranteed Party of all or a portion of its rights with respect to any Guarantor or any Guarantor’s obligations hereunder); provided, however, that each Guarantor may assign all or a portion of its obligations hereunder accompanied by a guarantee in the form identical to this Limited Guarantee duly executed and delivered by the assignee, to an Affiliate of the Guarantor, with prior written consent of the Guaranteed Party; provided, further, that no such assignment shall relieve any Guarantor of any liability or obligations hereunder except to the extent actually performed or satisfied by the assignee. Any purported assignment in violation of this Limited Guarantee will be null and void.

7. NOTICES. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) to the address set forth next to such Guarantor’s name on Schedule A, or to such other address as such Guarantor shall have notified the Guaranteed Party in a written notice delivered to the Guaranteed Party in accordance with the Merger Agreement. All notices to the Guaranteed Party hereunder shall be given as set forth in the Merger Agreement.

8. TERMINATION; CONTINUING GUARANTEE. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantors, their respective successors and assigns until the earlier of (a) the Effective Time, (b) the valid termination of the Merger Agreement in accordance with its terms under the circumstance of which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee pursuant to Section 9.02(c) of the Merger Agreement, (c) all amounts payable under this Limited Guarantee (including the Obligations and the expenses and fees as set forth under Section 1(c) hereunder) have been paid in full, and (d) in the case of a termination of the Merger Agreement in a circumstance which gives rise to any obligation on the part of Parent and/or Merger Sub to make any payments of Parent Termination Fee, or performance of any Obligations or there is otherwise any outstanding Obligation at the time of such termination, the date falling 120 days after such termination (unless the Guaranteed Party has presented a written claim for payment of the Parent Termination Fee or the Obligations hereunder by such date, in which case this Limited Guarantee shall terminate upon the date that such claim is finally resolved and payment in full of any amounts required to be paid in respect of such final resolution). If any payment or payments made by Parent, Merger Sub, any Guarantor or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Obligations or part thereof hereunder shall be revived and continued in full force and effect as if said payment or payments had not been made.

Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting each Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that any Guarantor is liable in excess of or to a greater extent than the applicable Maximum Amount (except with respect to the expenses and costs set forth under Section 1(c)), or asserts any theory of liability against any Non-Recourse Party in each case other than the Retained Claims (as defined below), then (x) the obligations of the Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantors have previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments and (z) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby or under this Limited Guarantee.

9. NO RECOURSE.

(a) The Guaranteed Party acknowledges and agrees that none of Parent or Merger Sub has any assets other than their respective rights under the Merger Agreement and the agreements contemplated thereby, and that no funds are expected to be contributed to Parent or Merger Sub unless and until the Effective Time. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no Person (other than the Guarantors and any of their successors and permitted assignees) has any obligations under this Limited Guarantee and that the Guaranteed Party has no right of recovery under this Limited Guarantee against, or any claim based on such obligations against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, members, or Affiliates of any of the Guarantors, Parent or Merger Sub, or any former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, members, or Affiliates of any of the foregoing, excluding however any such Persons that constitute a successor or an assignee of any Guarantor, Parent or Merger Sub (each of excluded parties, a “Non-Recourse Party” and collectively, the “Non-Recourse Parties”), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except in connection with or in any manner related to Parent’s and/or Merger Sub’s obligation to the Guaranteed Party under and pursuant to the terms of the Merger Agreement and, without duplication, the Guarantors’ obligation to make a cash payment to the Guaranteed Party under and pursuant to the terms of this Limited Guarantee (the “Retained Claims”).

10. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by each Guarantor and the Guaranteed Party, or

in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

11. ENTIRE AGREEMENT. This Limited Guarantee, the Merger Agreement, the Confidentiality Agreement and the Rollover and Contribution Agreement, constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantors or any of their respective Affiliates on the one hand, and the Guaranteed Party or any of its Affiliates on the other hand, with respect to the subject matter hereof.

12. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Subject to the last sentence of this Section 12, any disputes, actions, and proceedings against any party or arising out of or relating to this Limited Guarantee or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guarantee) shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force at the relevant time and as may be amended by this Section 12 (the “HKIAC Rules”). The place of arbitration shall be Hong Kong . The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

13. NO THIRD PARTY BENEFICIARIES. Except for the rights of Non-Recourse Parties provided hereunder, this Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person other than the parties hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

14. COUNTERPARTS. This Limited Guarantee may be signed in any number of counterparts and may be executed and delivered by facsimile or email pdf format, and each counterpart shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15. SEVERABILITY. If any term or other provision of this Limited Guarantee is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Limited Guarantee shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; provided, however, that this Limited Guarantee may not be enforced against any Guarantor without giving effect to the Maximum Amount of such Guarantor or the provisions set forth in Sections 1, 8 and 9. No party hereto shall assert, and each party shall cause its respective Affiliates not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable. Upon a determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

16. HEADINGS. Headings are used for reference purposes only and do not affect the meaning or interpretation of this Limited Guarantee.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantors have caused this Limited Guarantee to be executed and delivered as of the date first written above.

	Wenbin Chen

	/s/ Wenbin Chen

	Ming Yan

	/s/ Ming Yan

	Ningfeng Chen

	/s/ Ningfeng Chen

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

	YINTECH INVESTMENT HOLDINGS LIMITED

	By:	/s/ Jue Yao
	Name: Jue Yao
	Title: Director

[Signature Page to Limited Guarantee]

Schedule A

Guarantors	Percentage of Obligations		Pro rata Obligations (US$)
Wenbin Chen	40	%	6,000,000
Ming Yan	30	%	4,500,000
Ningfeng Chen	30	%	4,500,000
Total	100	%	15,000,000

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Form SC 13D/A Yintech Investment Holdi Filed by: Chen Wenbin

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