Form SC 13G Burning Rock Biotech Filed by: LYFE CAPITAL MANAGEMENT LTD

February 11, 2021 6:13 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 205491

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Burning Rock Biotech Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0002 per share

(Titles of Class of Securities)

G17173 108**

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out of 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 information required in 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, as amended (the “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).

 

**

This CUSIP number applies to the Class A ordinary shares (“Class A Ordinary Shares”) of Burning Rock Biotech Limited (the “Issuer”). CUSIP number 12233L 107 applies to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing one Class A Ordinary Share.

 

 

 


CUSIP No. G17173 108   13G   Page 2 of 15

 

  1   

NAME OF REPORTING PERSON

 

Jin Zhao

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

8,732,409

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

8,732,409

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,732,409

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.1%*

12  

TYPE OF REPORTING PERSON

 

IN

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2020.


CUSIP No. G17173 108   13G   Page 3 of 15

 

  1   

NAME OF REPORTING PERSON

 

LYFE Capital Management Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

8,732,409

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

8,732,409

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,732,409

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.1%*

12  

TYPE OF REPORTING PERSON

 

CO

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


CUSIP No. G17173 108   13G   Page 4 of 15

 

  1   

NAME OF REPORTING PERSON

 

LYFE Capital GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

6,407,712

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

6,407,712

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,407,712

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%*

12  

TYPE OF REPORTING PERSON

 

PN

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


CUSIP No. G17173 108   13G   Page 5 of 15

 

  1   

NAME OF REPORTING PERSON

 

LYFE Capital GP II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

2,324,697

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

2,324,697

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,324,697

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.7%*

12  

TYPE OF REPORTING PERSON

 

PN

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


CUSIP No. G17173 108   13G   Page 6 of 15

 

  1   

NAME OF REPORTING PERSON

 

LYFE Capital Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

6,407,712

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

6,407,712

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,407,712

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%*

12  

TYPE OF REPORTING PERSON

 

PN

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


CUSIP No. G17173 108   13G   Page 7 of 15

 

  1   

NAME OF REPORTING PERSON

 

LYFE Capital Fund II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

2,324,697

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

2,324,697

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,324,697

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.7%*

12  

TYPE OF REPORTING PERSON

 

PN

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


CUSIP No. G17173 108   13G   Page 8 of 15

 

  1   

NAME OF REPORTING PERSONS

 

LYFE Capital Stone (Hong Kong) Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

6,407,712

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

6,407,712

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,407,712

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%*

12  

TYPE OF REPORTING PERSON

 

CO

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


CUSIP No. G17173 108   13G   Page 9 of 15

 

  1   

NAME OF REPORTING PERSON

 

LYFE Mount Whitney Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

1,597,425

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

1,597,425

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,597,425

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.8%*

12  

TYPE OF REPORTING PERSON

 

CO

 

*

Calculated based on the number in Row 9 above divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.


Item 1(a).    Name of Issuer:
   Burning Rock Biotech Limited
Item 1(b).    Address of Issuer’s Principal Executive Offices:
   601, 6/F, Building 3, Standard Industrial Unit 2
   No. 7, Luoxuan 4th Road
   International Bio Island, Guangzhou, 510005
   People’s Republic of China
Item 2(a).    Name of Person Filing:
   Jin Zhao
   LYFE Capital Management Limited
   LYFE Capital GP, L.P.
   LYFE Capital GP II, L.P.
   LYFE Capital Fund, L.P.
   LYFE Capital Fund II, L.P.
   LYFE Capital Stone (Hong Kong) Limited
   LYFE Mount Whitney Limited
   (each, a “Reporting Person” and, collectively, “Reporting Persons”)
Item 2(b).    Address of Principal Business Office or, if none, Residence:
   The principal business address of each of the Reporting Persons is as follows:
   c/o Suite 1804, UNITED PLAZA,
   1468 Nanjing Road West, Shanghai, 200040
   People’s Republic of China
Item 2(c).    Citizenship:
   Hong Kong:
   Jin Zhao
   LYFE Capital Stone (Hong Kong) Limited
   LYFE Mount Whitney Limited
   Cayman Islands:
   LYFE Capital Management Limited
   LYFE Capital GP, L.P.
   LYFE Capital GP II, L.P.
   LYFE Capital Fund, L.P.
   LYFE Capital Fund II, L.P.
Item 2(d).    Titles of Classes of Securities:
   Class A Ordinary Shares, par value US$0.0002 per share

 

Page 10 of 15


Item 2(e).    CUSIP Number:
   G17173 108*

 

*

This CUSIP number applies to the Class A Ordinary Shares of the Issuer. CUSIP number 12233L 107 applies to the ADSs of the Issuer, each ADS representing one Class A Ordinary Share.

 

Item 3.    If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
  

(a)   ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

  

(b)   ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

  

(c)   ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

  

(d)   ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

  

(e)   ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

  

(f)   ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

  

(g)   ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

  

(h)   ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

  

(i) ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

  

(j) ☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).

  

(k)   ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

   If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:                     

 

Page 11 of 15


Item 4.    Ownership

The following information with respect to the beneficial ownership of the Issuer’s Class A Ordinary Shares by each of the Reporting Persons is presented as of December 31, 2020:

 

Reporting Person

   (a)
Amount
beneficially
owned(1):
     (b)
Percent
of
class(2):
    (c) Number of shares as to which
the person has:
 
  (i) Sole
power
to vote
or to
direct
the vote
     (ii)
Shared
power to
vote or to
direct the
vote(1)
     (iii) Sole
power to
dispose or
to direct
the
disposition
of
     (iv) Shared
power to
dispose or
direct the
disposition
of(1)
 

Jin Zhao

     8,732,409        10.1     0        8,732,409        0        8,732,409  

LYFE Capital Management Limited

     8,732,409        10.1     0        8,732,409        0        8,732,409  

LYFE Capital GP, L.P.

     6,407,712        7.4     0        6,407,712        0        6,407,712  

LYFE Capital GP II, L.P.

     2,324,697        2.7     0        2,324,697        0        2,324,697  

LYFE Capital Fund, L.P.

     6,407,712        7.4     0        6,407,712        0        6,407,712  

LYFE Capital Fund II, L.P.

     2,324,697        2.7     0        2,324,697        0        2,324,697  

LYFE Capital Stone (Hong Kong) Limited

     6,407,712        7.4     0        6,407,712        0        6,407,712  

LYFE Mount Whitney Limited

     1,597,425        1.8     0        1,597,425        0        1,597,425  

 

(1)

LYFE Capital Stone (Hong Kong) Limited (“LCS”), a company incorporated in Hong Kong, directly holds 6,407,712 Class A Ordinary Shares. LYFE Mount Whitney Limited (“LMW”), a company incorporated in Hong Kong, directly holds 1,597,425 Class A Ordinary Shares. LYFE Capital Fund II, L.P. (“LCF II”), a Cayman Islands exempted limited partnership, directly holds 727,272 Class A Ordinary Shares in the form of 727,272 ADSs.

LYFE Capital Fund, L.P. (“LCF”), a Cayman Islands exempted limited partnership, holds the majority of the voting rights of the shares of LCS. LYFE Capital GP, L.P. (“LCG”), a Cayman Islands exempted limited partnership, is the general partner of LCF. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of LCF and LCG may be deemed to beneficially own all of the Issuer’s shares held by LCS.

LYFE Capital Fund II, L.P. (“LCF II”), a Cayman Islands exempted limited partnership, is the managing shareholder of LMW. LYFE Capital GP II, L.P. (“LCG II”), a Cayman Islands exempted limited partnership, is the general partner of LCF II. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, LCF II may be deemed to beneficially own all of the shares held by LMW, and LCG II may be deemed to beneficially own all of the Issuer’s shares held by LMW and LCF II.

LYFE Capital Management Limited (“LCM”), a company incorporated in the Cayman Islands, is the general partner of LCG and LCG II. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, LCM may be deemed to beneficially own all of the Issuer’s shares held by LCS, LMW and LCF II.

Jin Zhao and Zhengkun Yu are the managing shareholders and directors of LCM. Jin Zhao has the sole authority with respect to any decision taken by LCM to vote, or to direct a vote, or to dispose, or direct the disposition of, the Issuer’s shares beneficially owned by LCM. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Jin Zhao may be deemed to beneficially own all of the Issuer’s shares held by LCS, LMW and LCF II.

 

Page 12 of 15


(2)

Calculated based on the number of Class A Ordinary Shares beneficially owned by each of the Reporting Persons as of December 31, 2020, divided by 86,479,686, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s offering in its prospectus on Form 424B4 filed with the SEC on December 4, 2020.

 

Item 5.    Ownership of Five Percent or Less of a Class.
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
   Not Applicable.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   Not Applicable.
Item 8.    Identification and Classification of Members of the Group.
   Not Applicable.
Item 9.    Notice of Dissolution of Group.
   Not Applicable.
Item 10.    Certification.
   Not Applicable.

 

Page 13 of 15


Exhibit Index

 

Exhibit
    No.    

  

Description

99.1    Joint Filing Agreement

 

Page 14 of 15


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.

Dated: February 11, 2021

 

JIN ZHAO
By:  

/s/ Jin Zhao

Name:   Jin Zhao
LYFE CAPITAL MANAGEMENT LIMITED
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL GP, L.P.
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL GP II, L.P.
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL FUND, L.P.
By:   LYFE Capital GP, L.P., its general partner
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL FUND II, L.P.
By:   LYFE Capital GP II, L.P., its general partner
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL STONE (HONG KONG) LIMITED
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE MOUNT WHITNEY LIMITED
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director

 

Page 15 of 15

EXHIBIT 99.1

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 all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0002 per share, of Burning Rock Biotech Limited, 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.

[Signature page to follow]


IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of February 11, 2021.

 

JIN ZHAO
By:  

/s/ Jin Zhao

Name:   Jin Zhao
LYFE CAPITAL MANAGEMENT LIMITED
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL GP, L.P.
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL GP II, L.P.
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL FUND, L.P.
By:   LYFE Capital GP, L.P., its general partner
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL FUND II, L.P.
By:   LYFE Capital GP II, L.P., its general partner
By:   LYFE Capital Management Limited, its general partner
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director
LYFE CAPITAL STONE (HONG KONG) LIMITED
By:  

/s/ Jin Zhao

Name:   Jin Zhao
Title:   Director

LYFE MOUNT WHITNEY LIMITED

By:  

/s/ Jin Zhao

Name:

  Jin Zhao

Title:

  Director

 

[Signature Page to Joint Filing Agreement]



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