What changed in X Financial's 2024 10-K compared to 2023?

Across the narrative sections we track, X Financial (XYF) added 580 paragraphs, removed 673, and edited 436 between the 2023 and 2024 10-K filings. The biggest movers are Item 3. Legal Proceedings (+221/−276), Item 4. Mine Safety Disclosures (+175/−238), Item 5. Market for Registrant's Common Equity (+134/−110).

What changed in X Financial's MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 11 new/edited paragraphs and 12 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did X Financial's Legal Proceedings (Item 3) change in 2024?

Item 3 shows 221 added/edited paragraphs and 276 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this XYF 10-K diff come from?

The source filings are X Financial's official 2023 and 2024 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

X FinancialXYF财报

NYSE · Internet industry

X Corp. is an American technology company headquartered in Bastrop, Texas. Established by Elon Musk in 2023 as the successor to Twitter, Inc., it is a wholly owned subsidiary of xAI since March 28, 2025, which is itself a subsidiary of SpaceX. The company owns the social networking service X, and has announced plans to use it as a base for other offerings, including the incorporation of xAI's Grok and Aurora models. They also own the trademarks of services Vine, Periscope, and X.com.

What changed in X Financial's 20-F — 2023 vs 2024

Top changes in X Financial's 2024 20-F

580 paragraphs added · 673 removed · 436 edited across 5 sections

Item 3. Legal Proceedings+221 / −276 · 178 edited
Item 4. Mine Safety Disclosures+175 / −238 · 129 edited
Item 5. Market for Registrant's Common Equity+134 / −110 · 86 edited
Item 6. [Reserved]+39 / −37 · 33 edited
Item 7. Management's Discussion & Analysis+11 / −12 · 10 edited

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

178 edited+43 added−98 removed657 unchanged

2023 filing

2024 filing

Pursuant to the agreement, we invested US$3 million to the partnership. As a limited partner, we do not have ability to take in the control or management of the affairs or the conduct of the business of the partnership.

This is done through redirection links or jumping to mini-programs, generating a relatively small volume of business for certain qualified business partners. We do not carry out any of the sale, subscription or redemption of any money market products on our Xiaoying Wealth Management platform by ourselves.

If we are deemed to be a critical information infrastructure operator under such rules, we could be subject to cybersecurity review by Cyberspace Administration of China and other relevant Chinese Mainland regulatory authorities and be required to change our existing practices in data privacy and cybersecurity matters at substantial costs.

As the first systematic and comprehensive law specifically for the protection of personal information in the Chinese Mainland, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where it is necessary for personal information to be provided by a personal information processor to a recipient outside the territory of the Chinese Mainland due to any business need or any other need, a security assessment organized by the national cyberspace authority shall be passed.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023.

Pursuant to the Archives Rules, Chinese Mainland domestic companies that seek overseas offering and listing shall strictly abide by applicable laws and regulations of the Chinese Mainland and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations.

Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest.

In addition to the above factors, the price and trading volume of the ADSs may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● announcements of studies and reports relating to the quality of our credit offerings or those of our competitors; ● changes in the economic performance or market valuations of other consumer finance service providers; 61 Table of Contents ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● conditions in the market for consumer finance services; ● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● fluctuations of exchange rates between the Renminbi and the U.S. dollar; ● allegations of a lack of effective internal control over financial reporting resulting in financial; inadequate corporate governance policies, or allegations of fraud, among other things, involving China-based issuers; ● release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and ● sales or perceived potential sales of additional ordinary shares or ADSs.

In addition to the above factors, the price and trading volume of the ADSs may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● announcements of studies and reports relating to the quality of our credit offerings or those of our competitors; ● changes in the economic performance or market valuations of other consumer finance service providers; 57 Table of Contents ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● conditions in the market for consumer finance services; ● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● fluctuations of exchange rates between the Renminbi and the U.S. dollar; ● allegations of a lack of effective internal control over financial reporting resulting in financial; inadequate corporate governance policies, or allegations of fraud, among other things, involving China-based issuers; ● release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and ● sales or perceived potential sales of additional ordinary shares or ADSs.

Regulations Relating to Overseas Listing On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the Chinese Mainland securities laws. 102 Table of Contents On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, together with five supporting guidelines, which took effect on March 31, 2023.

Regulations Relating to Overseas Listing On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the Chinese Mainland securities laws. 98 Table of Contents On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, together with five supporting guidelines, which took effect on March 31, 2023.

Leveraging data analysis and machine learning in assessing a borrower’s value, repayment capability and propensity, we are able to offer differentiated credit limits to borrowers based on individual credit assessment result. Our rigorous data-driven credit assessment methodology has helped us to achieve a strategic balance between borrower expansion and asset quality control.

Leveraging data analysis and machine learning in assessing a borrower’s value, repayment capability, and propensity to repay, we are able to offer differentiated credit limits to borrowers based on individual credit assessment result. Our rigorous data-driven credit assessment methodology has helped us to achieve a strategic balance between borrower expansion and asset quality control.

Moreover, pursuant to Circular 3, domestic entities must explain in detail the sources of capital and how the capital will be used, and provide board resolutions, contracts and other proof as a part of the registration procedure for outbound investment. 98 Table of Contents Regulations on Foreign Exchange Registration of Overseas Investment by Chinese Mainland Residents SAFE issued the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or the SAFE Circular 37, which became effective in July 2014, to replace the Circular of the State Administration of Foreign Exchange on Issues Concerning the Regulation of Foreign Exchange in Equity Finance and Roundtrip Investments by Domestic Residents through Offshore Special Purpose Vehicles, or the SAFE Circular 75 to regulate foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by Chinese Mainland residents or entities to seek offshore investment and financing or conduct round trip investment in Chinese Mainland.

Moreover, pursuant to Circular 3, domestic entities must explain in detail the sources of capital and how the capital will be used, and provide board resolutions, contracts and other proof as a part of the registration procedure for outbound investment. 94 Table of Contents Regulations on Foreign Exchange Registration of Overseas Investment by Chinese Mainland Residents SAFE issued the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or the SAFE Circular 37, which became effective in July 2014, to replace the Circular of the State Administration of Foreign Exchange on Issues Concerning the Regulation of Foreign Exchange in Equity Finance and Roundtrip Investments by Domestic Residents through Offshore Special Purpose Vehicles, or the SAFE Circular 75 to regulate foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by Chinese Mainland residents or entities to seek offshore investment and financing or conduct round trip investment in Chinese Mainland.

Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from Xiaoying (Beijing) Information Technology Co., Ltd., which is a wholly foreign-owned enterprise incorporated in Chinese Mainland, to fund any cash and financing requirements we may have.

Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from Xiaoying (Beijing) Information Technology Group Co., Ltd., which is a wholly foreign-owned enterprise incorporated in Chinese Mainland, to fund any cash and financing requirements we may have.

Pursuant to the agreement, we invested US$10 million to the partnership. On July 3, 2023, YZT (HK) Limited entered into a capital committement increase letter to increase its capital commitment to Dragonfly Ventures ⅡI Feeder, L.P., which has been paid as of the date of this annual letter.

Pursuant to the agreement, we invested US$10 million to the partnership. On July 3, 2023, YZT (HK) Limited entered into a capital commitment increase letter to increase its capital commitment to Dragonfly Ventures ⅡI Feeder, L.P., which has been paid as of the date of this annual letter.

Regulation Relating to Money Market Funds According to the Administrative Measures on Supervision of Money Market Funds issued by the CSRC and the PBOC on December 17, 2015 and became effective on February 1, 2016, a fund manager or fund sales institution shall not carry out the sales of money market funds in cooperation with any internet institution or other institution engaged in the promotion or the sale, subscription or redemption of units of funds or other relevant business without adequate qualification for fund sales business registered with the CSRC. 87 Table of Contents Xiaoying Wealth Management platform showcases to a limited number of whitelist users selected money market banking products, funds, and insurance provided by certain qualified business partners pursuant to the Administrative Measures on Supervision of Money Market Funds.

Regulation Relating to Money Market Funds According to the Administrative Measures on Supervision of Money Market Funds issued by the CSRC and the PBOC on December 17, 2015 and became effective on February 1, 2016, a fund manager or fund sales institution shall not carry out the sales of money market funds in cooperation with any internet institution or other institution engaged in the promotion or the sale, subscription or redemption of units of funds or other relevant business without adequate qualification for fund sales business registered with the CSRC. 83 Table of Contents Xiaoying Wealth Management platform showcases to a limited number of whitelist users selected money market banking products, funds, and insurance provided by certain qualified business partners pursuant to the Administrative Measures on Supervision of Money Market Funds.

Fines and penalties may be imposed on our operations in Chinese Mainland, limit our ability to pay dividends outside of Chinese Mainland, limit our operating privileges in Chinese Mainland, delay or restrict the repatriation of the proceeds from offering of securities overseas into Chinese Mainland or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of the Class A ordinary shares and/or ADSs. 92 Table of Contents On July 7, 2022, the CAC published the Outbound Data Transfer Security Assessment Measures that took effect on September 1, 2022 and outline the potential security assessment process for outbound data transfer.

Fines and penalties may be imposed on our operations in Chinese Mainland, limit our ability to pay dividends outside of Chinese Mainland, limit our operating privileges in Chinese Mainland, delay or restrict the repatriation of the proceeds from offering of securities overseas into Chinese Mainland or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of the Class A ordinary shares and/or ADSs. 88 Table of Contents On July 7, 2022, the CAC published the Outbound Data Transfer Security Assessment Measures that took effect on September 1, 2022 and outline the potential security assessment process for outbound data transfer.

Second, a 10% withholding tax would be imposed on dividends it pays to its non-PRC enterprise shareholders and with respect to gains derived by its non-PRC enterprise shareholders from transfer of its shares. 101 Table of Contents On October 17, 2017, the State Administration of Taxation issued the Bulletin on Issues Concerning the Withholding of Non-PRC Resident Enterprise Income Tax at Source, or the Bulletin 37, as amended in June 2018, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10, 2009, and partially replaced and supplemented rules under the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or the Bulletin 7, issued by the State Administration of Taxation, on February 3, 2015 and last amended in December 2017.

Second, a 10% withholding tax would be imposed on dividends it pays to its non-PRC enterprise shareholders and with respect to gains derived by its non-PRC enterprise shareholders from transfer of its shares. 97 Table of Contents On October 17, 2017, the State Administration of Taxation issued the Bulletin on Issues Concerning the Withholding of Non-PRC Resident Enterprise Income Tax at Source, or the Bulletin 37, as amended in June 2018, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10, 2009, and partially replaced and supplemented rules under the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or the Bulletin 7, issued by the State Administration of Taxation, on February 3, 2015 and last amended in December 2017.

As there are uncertainties regarding the enactment timetable, interpretation and implementation of the existing and future internet-related laws and regulations, we cannot assure you that our business operations will comply with such regulations in all respects and we may be ordered to terminate certain of our business operations that are deemed illegal by the regulatory authorities and become subject to fines and/or other sanctions. 53 Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Chinese Mainland against us or our management named in the annual report based on foreign laws.

As there are uncertainties regarding the enactment timetable, interpretation and implementation of the existing and future internet-related laws and regulations, we cannot assure you that our business operations will comply with such regulations in all respects and we may be ordered to terminate certain of our business operations that are deemed illegal by the regulatory authorities and become subject to fines and/or other sanctions. 49 Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Chinese Mainland against us or our management named in the annual report based on foreign laws.

Meanwhile, we are not likely to finance the activities of our consolidated VIEs and their subsidiaries by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by our consolidated VIEs and their subsidiaries. 55 Table of Contents In light of the various requirements imposed by Chinese Mainland regulations on loans to, and direct investment in, Chinese Mainland entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our Chinese Mainland subsidiary or any consolidated variable interest entity or future capital contributions by us to our Chinese Mainland subsidiary.

Meanwhile, we are not likely to finance the activities of our consolidated VIEs and their subsidiaries by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by our consolidated VIEs and their subsidiaries. 51 Table of Contents In light of the various requirements imposed by Chinese Mainland regulations on loans to, and direct investment in, Chinese Mainland entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our Chinese Mainland subsidiary or any consolidated variable interest entity or future capital contributions by us to our Chinese Mainland subsidiary.

Under this regulation, network operators, including online lending information service providers, shall comply with laws and regulations and fulfill their obligations to safeguard security of the network when conducting business and providing services, and take all necessary measures pursuant to laws, regulations and compulsory national requirements to safeguard the safe and stable operation of the networks, respond to network security incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. 91 Table of Contents On 10 June 2021, the SCNPC promulgated the PRC Data Security Law , or the Data Security Law, which took effect on 1 September 2021.

Under this regulation, network operators, including online lending information service providers, shall comply with laws and regulations and fulfill their obligations to safeguard security of the network when conducting business and providing services, and take all necessary measures pursuant to laws, regulations and compulsory national requirements to safeguard the safe and stable operation of the networks, respond to network security incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. 87 Table of Contents On 10 June 2021, the SCNPC promulgated the PRC Data Security Law , or the Data Security Law, which took effect on 1 September 2021.

The PBOC and other governmental authorities issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions, such as payment institutions. However, the State Council has not promulgated the list of the non-financial institutions with anti-money laundering obligations.

The PBOC and other governmental authorities also issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions, such as payment institutions. However, the State Council has not promulgated the list of the non-financial institutions with anti-money laundering obligations.

YZT (HK) Limited, or YZT (HK), is X Financial’s wholly-owned subsidiary incorporated in Hong Kong and is an intermediate holding company. Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, is a wholly-owned subsidiary of YZT (HK) Limited. Beijing WFOE was incorporated in the Chinese Mainland and conducts operations in the Chinese Mainland.

YZT (HK) Limited, or YZT (HK), is X Financial’s wholly-owned subsidiary incorporated in Hong Kong and is an intermediate holding company. Xiaoying (Beijing) Information Technology Group Co., Ltd., or Beijing WFOE, is a wholly-owned subsidiary of YZT (HK) Limited. Beijing WFOE was incorporated in the Chinese Mainland and conducts operations in the Chinese Mainland.

The CSRC for its part initiated a procedure whereby, under its supervision and subject to its approval, requested classes of documents held by the accounting firms could be sanitized of problematic and sensitive content so as to render them capable of being made available by the CSRC to US regulators. 59 Table of Contents Under the terms of the settlement, the underlying proceeding against the four Chinese Mainland-based accounting firms was deemed dismissed with prejudice at the end of four years starting from the settlement date, which was on February 6, 2019.

The CSRC for its part initiated a procedure whereby, under its supervision and subject to its approval, requested classes of documents held by the accounting firms could be sanitized of problematic and sensitive content so as to render them capable of being made available by the CSRC to US regulators. 55 Table of Contents Under the terms of the settlement, the underlying proceeding against the four Chinese Mainland-based accounting firms was deemed dismissed with prejudice at the end of four years starting from the settlement date, which was on February 6, 2019.

If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. 64 Table of Contents Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial.

If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. 60 Table of Contents Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial.

If dividends paid to our non-Chinese Mainland investors, or gains from the transfer of our ADSs or ordinary shares by such investors, are deemed as income derived from sources within the Chinese Mainland and thus are subject to Chinese Mainland tax, the value of your investment in our ADSs or ordinary shares may decline significantly. 57 Table of Contents We and our existing shareholders face uncertainties with respect to indirect transfers of equity interests in Chinese Mainland resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in Chinese Mainland owned by non-Chinese companies.

If dividends paid to our non-Chinese Mainland investors, or gains from the transfer of our ADSs or ordinary shares by such investors, are deemed as income derived from sources within the Chinese Mainland and thus are subject to Chinese Mainland tax, the value of your investment in our ADSs or ordinary shares may decline significantly. 53 Table of Contents We and our existing shareholders face uncertainties with respect to indirect transfers of equity interests in Chinese Mainland resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in Chinese Mainland owned by non-Chinese companies.

Risk Factors—Risks Relating to Doing Business in China—We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. ” 100 Table of Contents Regulations Related to Taxation Dividend Withholding Tax In March 2007, the National People’s Congress enacted the Law of the PRC on Enterprise Income Tax which became effective on January 1, 2008 and last amended on December 29, 2018.

Risk Factors—Risks Relating to Doing Business in China—We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. ” 96 Table of Contents Regulations Related to Taxation Dividend Withholding Tax In March 2007, the National People’s Congress enacted the Law of the PRC on Enterprise Income Tax which became effective on January 1, 2008 and last amended on December 29, 2018.

Among other things, we are not required under the NYSE corporate governance listing standards to: (i) have a majority of the board be independent; (ii) obtain shareholders’ approval for issuance of securities in certain situations; or (iii) have regularly scheduled executive sessions with only independent directors each year. 66 Table of Contents We intend to rely on the exemptions described above unless otherwise required under the applicable laws and regulations or disclosed in this annual report.

Among other things, we are not required under the NYSE corporate governance listing standards to: (i) have a majority of the board be independent; (ii) obtain shareholders’ approval for issuance of securities in certain situations; or (iii) have regularly scheduled executive sessions with only independent directors each year. 62 Table of Contents We intend to rely on the exemptions described above unless otherwise required under the applicable laws and regulations or disclosed in this annual report.

We charge a service fee from the borrower indirectly through financial institutional cooperators or from certain institutional funding partners directly. The financing guarantee companies charge borrowers a guarantee fee, a portion of which will be subsequently paid to us as the service fee.

We charge a service fee to the borrower indirectly through financial institutional cooperators or to certain institutional funding partners directly. The financing guarantee companies charge borrowers a guarantee fee, a portion of which will be subsequently paid to us as the service fee.

According to the 2018 Institutional Reform Plan, the anti-monopoly functions performed by the NDRC, the SAIC, and the MOFCOM were consolidated into the SAMR, which may place a profound impact on the Chinese Mainland anti-monopoly law enforcement practice. 103 Table of Contents In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors , or Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors.

According to the 2018 Institutional Reform Plan, the anti-monopoly functions performed by the NDRC, the SAIC, and the MOFCOM were consolidated into the SAMR, which may place a profound impact on the Chinese Mainland anti-monopoly law enforcement practice. 99 Table of Contents In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors , or Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors.

Furthermore, the laws, rules and regulations applicable to our Chinese Mainland subsidiary and certain other subsidiaries permit payments of dividends only from part of their retained earnings, if any, determined in accordance with applicable Chinese Mainland accounting standards and regulations. 56 Table of Contents Under Chinese Mainland laws, rules and regulations, each of our subsidiaries incorporated in Chinese Mainland is required to set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital.

Furthermore, the laws, rules and regulations applicable to our Chinese Mainland subsidiary and certain other subsidiaries permit payments of dividends only from part of their retained earnings, if any, determined in accordance with applicable Chinese Mainland accounting standards and regulations. 52 Table of Contents Under Chinese Mainland laws, rules and regulations, each of our subsidiaries incorporated in Chinese Mainland is required to set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital.

According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 and amended on June 1, 2015 by the SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015. 54 Table of Contents We have notified substantial beneficial owners of ordinary shares who we know are Chinese Mainland residents of their filing obligations.

According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 and amended on June 1, 2015 by the SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015. 50 Table of Contents We have notified substantial beneficial owners of ordinary shares who we know are Chinese Mainland residents of their filing obligations.

The contractual arrangements allow us to: ● exercise effective control over our VIEs; ● receive substantially all of the economic benefits of our VIEs; and ● have an exclusive call option to purchase all or part of the equity interest in and/or assets of our VIEs when and to the extent permitted by laws. 109 Table of Contents As a result of these contractual arrangements, we are the primary beneficiary of the VIEs and their subsidiaries and, therefore, have consolidated the financial results of the VIEs and their subsidiaries in our consolidated financial statements in accordance with U.S.

The contractual arrangements allow us to: ● exercise effective control over our VIEs; ● receive substantially all of the economic benefits of our VIEs; and ● have an exclusive call option to purchase all or part of the equity interest in and/or assets of our VIEs when and to the extent permitted by laws. 102 Table of Contents As a result of these contractual arrangements, we are the primary beneficiary of the VIEs and their subsidiaries and, therefore, have consolidated the financial results of the VIEs and their subsidiaries in our consolidated financial statements in accordance with U.S.

For a discussion of significant differences between the provisions of the Cayman Companies Act and the laws applicable to companies incorporated in the United States and their shareholders. 65 Table of Contents Our second amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including ordinary share represented by ADSs, at a premium.

For a discussion of significant differences between the provisions of the Cayman Companies Act and the laws applicable to companies incorporated in the United States and their shareholders. 61 Table of Contents Our second amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including ordinary share represented by ADSs, at a premium.

However, we cannot assure you that our understanding of the regulations will always comply with the interpretations of applicable regulatory authorities. 90 Table of Contents Regulations on Mobile Internet Applications Information Services Mobile Internet applications and the Internet application store are especially regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the APP Provisions, which was promulgated by the Cyberspace Administration of China or the CAC on June 28, 2016 and entered into force on August 1, 2016 and was amended on June 14, 2022.

However, we cannot assure you that our understanding of the regulations will always comply with the interpretations of applicable regulatory authorities. 86 Table of Contents Regulations on Mobile Internet Applications Information Services Mobile Internet applications and the Internet application store are especially regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the APP Provisions, which was promulgated by the Cyberspace Administration of China or the CAC on June 28, 2016 and entered into force on August 1, 2016 and was amended on June 14, 2022.

As a result, we may be required to expend valuable resources to comply with Bulletin 37 and Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that the Company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations. 58 Table of Contents We are subject to restrictions on currency exchange.

As a result, we may be required to expend valuable resources to comply with Bulletin 37 and Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that the Company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations. 54 Table of Contents We are subject to restrictions on currency exchange.

Risk Factors—Risks Relating to Doing Business in Chinese Mainland—Uncertainties with respect to the Chinese Mainland legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in Chinese Mainland could adversely affect us and limit the legal protections available to you and us. ” 45 Table of Contents In connection with our operations in Chinese Mainland, we rely on the shareholders of our consolidated VIEs to fulfill by the obligations under such contractual arrangements.

Risk Factors—Risks Relating to Doing Business in Chinese Mainland—Uncertainties with respect to the Chinese Mainland legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in Chinese Mainland could adversely affect us and limit the legal protections available to you and us. ” 42 Table of Contents In connection with our operations in Chinese Mainland, we rely on the shareholders of our consolidated VIEs to fulfill by the obligations under such contractual arrangements.

In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. 67 Table of Contents Risks Relating to Our Investment We make investments using our own capital and do not expect to realize any profits from these investments for a considerable period of time.

In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. 63 Table of Contents Risks Relating to Our Investment We make investments using our own capital and do not expect to realize any profits from these investments for a considerable period of time.

The SAFE Circular No. 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope and may not be used for investments in securities or other investment with the exception of financial products with risk assement result no higher than grade 2 and structural deposit unless otherwise specifically provided.

The SAFE Circular No. 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope and may not be used for investments in securities or other investment with the exception of financial products with risk assessment result no higher than grade 2 and structural deposit unless otherwise specifically provided.

Our main category of loan products is Xiaoying Credit Loan, a category of online personal credit loan products facilitated through our platform, including Xiaoying Card Loan, Xiaoying Preferred Loan and other unsecured loan products that we introduce from time to time.

Our main category of loan products is Xiaoying Credit Loan, a category of online personal credit loan products facilitated through our platform, including Xiaoying Card Loan and other unsecured loan products that we introduce from time to time.

The foreign exchange proceeds received by the Chinese Mainland residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the Chinese Mainland opened by the Chinese Mainland agents prior to distribution to such Chinese Mainland residents. 99 Table of Contents We have adopted a share incentive plan, under which we have the discretion to award incentives and rewards to eligible participants.

The foreign exchange proceeds received by the Chinese Mainland residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the Chinese Mainland opened by the Chinese Mainland agents prior to distribution to such Chinese Mainland residents. 95 Table of Contents We have adopted a share incentive plan, under which we have the discretion to award incentives and rewards to eligible participants.

Shenzhen Xiaoying Information Technology Co., Ltd., or Shenzhen Xiaoying IT, is a wholly-owned subsidiary of Beijing WFOE. Shenzhen Xiaoying IT was incorporated in the Chinese Mainland and conducts operations in the Chinese Mainland. Shenzhen Xiaoying Puhui Technology Co., Ltd., or Shenzhen Puhui, is a wholly owned subsidiary of Beijing WFOE.

Shenzhen Xiaoying Information Technology Group Co., Ltd., or Shenzhen Xiaoying IT, is a wholly-owned subsidiary of Beijing WFOE. Shenzhen Xiaoying IT was incorporated in the Chinese Mainland and conducts operations in the Chinese Mainland. Shenzhen Xiaoying Puhui Technology Co., Ltd., or Shenzhen Puhui, is a wholly owned subsidiary of Beijing WFOE.

Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 60 Table of Contents The Chinese Mainland government exerts substantial influence over the manner in which we must conduct our business activities.

Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 56 Table of Contents The Chinese Mainland government exerts substantial influence over the manner in which we must conduct our business activities.

With proprietary big data-driven technology, we have established strategic partnerships with financial institutions across multiple areas of its business operations, enabling us to facilitating loans to prime borrowers under a robust risk assessment and control system. We offer differentiated products specifically catered to the financing needs of individuals in Chinese Mainland.

With proprietary big data-driven technology, we have established strategic partnerships with financial institutions across multiple areas of its business operations, enabling us to facilitate loans to prime borrowers under a robust risk assessment and control system. We offer differentiated products specifically catered to the financing needs of individuals in Chinese Mainland.

As of the date of this annual report, the pledge of equity interest in Shenzhen Xintang (VIE) has not been registered with the competent administration for market regulation and we may not be able to register the pledge of equity in Shenzhen Xintang (VIE). 110 Table of Contents Agreements that allow us to receive economic benefits from the VIEs Exclusive Business Cooperation Agreements .

As of the date of this annual report, the pledge of equity interest in Shenzhen Xintang (VIE) has not been registered with the competent administration for market regulation and we may not be able to register the pledge of equity in Shenzhen Xintang (VIE). 103 Table of Contents Agreements that allow us to receive economic benefits from the VIEs Exclusive Business Cooperation Agreements .

Moreover, any litigation in Chinese Mainland may be protracted and result in substantial costs and diversion of our resources and management attention. 50 Table of Contents The Chinese Mainland government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals.

Moreover, any litigation in Chinese Mainland may be protracted and result in substantial costs and diversion of our resources and management attention. 46 Table of Contents The Chinese Mainland government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals.

These internet-related laws and regulations are relatively new and evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. 52 Table of Contents For example, On February 7, 2021, the State Administration for Market Regulation, or the SAMR, promulgated Guidelines to Anti-Monopoly in the Field of Platform Economy, or the Anti-Monopoly Guidelines for Platform Economy.

These internet-related laws and regulations are relatively new and evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. 48 Table of Contents For example, on February 7, 2021, the State Administration for Market Regulation, or the SAMR, promulgated Guidelines to Anti-Monopoly in the Field of Platform Economy, or the Anti-Monopoly Guidelines for Platform Economy.

YZT (HK) Limited entered into a subscription agreement dated May 15, 2022, for subscribing US$5 million convertible notes in C Sqaured Ventures, a company governed under the laws of the Cayman Islands. The notes are convertible into class B ordinary shares of C Sqaured Ventures. In 2021, Shenzhen Ying Ai Gou Trading Co., Ltd.

YZT (HK) Limited entered into a subscription agreement dated May 15, 2022, for subscribing US$5 million convertible notes in C Squared Ventures, a company governed under the laws of the Cayman Islands. The notes are convertible into class B ordinary shares of C Squared Ventures. In 2021, Shenzhen Ying Ai Gou Trading Co., Ltd.

Local authorities shall enhance supervision and administration of the establishment of the microcredit companies and suspend newly-incorporated microcredit companies from engaging in the Internet microcredit business and other inter-provincial business. 86 Table of Contents On November 2, 2020, CBIRC and PBOC published the Interim Administrative Measures for Online Microcredit Business (Draft for Comment) , or the Draft Interim Administrative Measures, for public review and comments.

Local authorities shall enhance supervision and administration of the establishment of the microcredit companies and suspend newly-incorporated microcredit companies from engaging in the Internet microcredit business and other inter-provincial business. 81 Table of Contents On November 2, 2020, CBIRC and PBOC published the Interim Administrative Measures for Online Microcredit Business (Draft for Comment) , or the Draft Interim Administrative Measures, for public review and comments.

This means that you may not be able to exercise your right to direct how the shares underlying your ADSs are voted and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested. 63 Table of Contents Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

This means that you may not be able to exercise your right to direct how the shares underlying your ADSs are voted and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested. 59 Table of Contents Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We believe we set a high standard of credit quality by defining our borrowers as prime borrowers, who we define as an individual having sound credit history, who has credit records with PBOC CRC and usually no late payment record of over 60 days in the previous six months.

We believe we set a high standard of credit quality by defining our borrowers as prime borrowers, who we define as an individual having sound credit history, who have credit records with PBOC CRC and usually no late payment record of over 60 days in the previous six months.

Furthermore, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant indivuduals or entities including securities companies, seceurities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. 51 Table of Contents Moreover, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.

Furthermore, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. 47 Table of Contents Moreover, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.

For borrowers with good transaction history, we may raise their loan limit, offer discounted service fees and a better referral program. 76 Table of Contents Xiaoying Housing Loan In July 2015, we started to facilitate Xiaoying Housing Loan, a home equity loan product secured by properties owned by borrowers.

For borrowers with good transaction history, we may raise their loan limit, offer discounted service fees and a better referral program. 71 Table of Contents Xiaoying Housing Loan In July 2015, we started to facilitate Xiaoying Housing Loan, a home equity loan product secured by properties owned by borrowers.

YZT (HK) Limited entered into a subscription agreement dated January 28, 2022, and an amended and restated exempted limited partnership agreement dated January 28, 2022, for subscribing certain limited partnership interests in Dragonfly Ventrues III Feeder, L.P., a limited partnership governed under the laws of the Cayman Islands and managed by Dragonfly GP III, LLC.

YZT (HK) Limited entered into a subscription agreement dated January 28, 2022, and an amended and restated exempted limited partnership agreement dated January 28, 2022, for subscribing certain limited partnership interests in Dragonfly Ventures III Feeder, L.P., a limited partnership governed under the laws of the Cayman Islands and managed by Dragonfly GP III, LLC.

Jing Sun holds 51% and 49% of the equity interest in Beijing Ying Zhong Tong (VIE), respectively. * Entities in which the shareholders of X Financial own the interests. ** Entities in which the shareholders of X Financial do not own any interests. 108 Table of Contents X Financial is a holding company and does not conduct operations.

Jing Sun holds 51% and 49% of the equity interest in Beijing Ying Zhong Tong (VIE), respectively. * Entities in which the shareholders of X Financial own the interests. ** Entities in which the shareholders of X Financial do not own any interests. 101 Table of Contents X Financial is a holding company and does not conduct operations.

In addition, market conditions and regulatory environment can also delay our exit and realization of investments. 68 Table of Contents The investigation process that we undertake in connection with our investments may not reveal all facts that may be relevant in connection with an investment.

In addition, market conditions and regulatory environment can also delay our exit and realization of investments. 64 Table of Contents The investigation process that we undertake in connection with our investments may not reveal all facts that may be relevant in connection with an investment.

In response to the market volatility experienced in 2022, we have provided additional impairment and loss for the investments that have been affected. In 2023, the overall improved performance in digital asset market did not necessitate any further impairment or loss recognition for those investments.

In response to the market volatility experienced in 2022, we have provided additional impairment and loss for the investments that have been affected. In 2024, the overall improved performance in digital asset market did not necessitate any further impairment or loss recognition for those investments.

You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs. 62 Table of Contents Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline.

You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs. 58 Table of Contents Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline.

In Febuary 2023, the registered capital of Shenzhen Xintang was decreased to RMB l million. In December 2022, with our permission, Xi’an Bailu transferred 100% equity interest in Shenzhen Xintang (VIE) to Shenzhen Lelebu Information Consulting Co., Ltd, or Shenzhen Lelebu.

In February 2023, the registered capital of Shenzhen Xintang was decreased to RMB l million. In December 2022, with our permission, Xi’an Bailu transferred 100% equity interest in Shenzhen Xintang (VIE) to Shenzhen Lelebu Information Consulting Co., Ltd, or Shenzhen Lelebu.

Unless agreed by both parties in writing, these agreements shall be automatically renewed for another ten year upon its expiration. Agreements that provide us with the option to purchase the equity interests in the VIEs Exclusive Call Option Agreements .

Unless agreed by both parties in writing, these agreements shall be automatically renewed for another ten years upon its expiration. Agreements that provide us with the option to purchase the equity interests in the VIEs Exclusive Call Option Agreements .

As a result, the market volatility in the prices of digital assets in the future could cause significant fluctuation in the value of our investment and adversely affect our financial position. 69 Table of Contents ITEM 4. INFORMATION ON THE COMPANY 4.A.

As a result, the market volatility in the prices of digital assets in the future could cause significant fluctuation in the value of our investment and adversely affect our financial position. 65 Table of Contents ITEM 4. INFORMATION ON THE COMPANY 4.A.

See “—Risk Management” for details. 75 Table of Contents Stage 3: Credit Assessment Once an applicant’s information is input into our proprietary risk control system, WinSAFE, we will conduct credit assessment based on our database.

See “—Risk Management” for details. 70 Table of Contents Stage 3: Credit Assessment Once an applicant’s information is input into our proprietary risk control system, WinSAFE, we will conduct credit assessment based on our database.

Risk Factors—Risks Relating to Our Business and Industry—Any failure by us, or institutional funding partners or payment service providers to comply with applicable anti-money laundering and anti-terrorist financing laws and regulations could damage our reputation, expose us to significant penalties, and decrease our revenues and profitability. ” Regulations Relating to Illegal Fund-Raising Raising funds by entities or individuals from the general public must be conducted in strict compliance with applicable Chinese Mainland laws and regulations to avoid administrative and criminal liabilities.

Risk Factors—Risks Relating to Our Business and Industry—Any failure by us, or institutional funding partners or payment service providers to comply with applicable anti-money laundering and anti-terrorist financing laws and regulations could damage our reputation, expose us to significant penalties, and decrease our revenues and profitability. ” 85 Table of Contents Regulations Relating to Illegal Fund-Raising Raising funds by entities or individuals from the general public must be conducted in strict compliance with applicable Chinese Mainland laws and regulations to avoid administrative and criminal liabilities.

The partnerships that focus on the high-tech industry or ermerging companies normally put the funds raised from limited partners in small or mid-size banks that are more likely subject to financial instability and liquidity risks. If these small or mid-size banks fail or go bankrupt, we may suffer the loss of our investments in the parnterships.

The partnerships that focus on the high-tech industry or emerging companies normally put the funds raised from limited partners in small or mid-size banks that are more likely subject to financial instability and liquidity risks. If these small or mid-size banks fail or go bankrupt, we may suffer the loss of our investments in the partnerships.

We effectively implement over 300 anti-fraud rules and use our multiple-source database containing various internal and industry blacklists and multiple-dimension tagging system to detect the probability of individual and group fraud. 79 Table of Contents Leveraging our in-depth data analysis of the comprehensive data we have collected, we assess the applicant’s payment capability and payment attitude.

We effectively implement over 300 anti-fraud rules and use our multiple-source database containing various internal and industry blacklists and multiple-dimension tagging system to detect the probability of individual and group fraud. Leveraging our in-depth data analysis of the comprehensive data we have collected, we assess the applicant’s payment capability and payment attitude.

Regulations Relating to Dividend Distribution Distribution of dividends of foreign investment enterprises are mainly governed by the PRC Company Law promulgated in January 2006, last amended in December 2023 and will come into effect in July 2024 and the Wholly Foreign-owned Enterprise Law promulgated in April 1986 and amended in September 2016 and its implementation regulations.

Regulations Relating to Dividend Distribution Distribution of dividends of foreign investment enterprises are mainly governed by the PRC Company Law promulgated in January 2006, last amended in December 2023 and came into effect in July 2024 and the Wholly Foreign-owned Enterprise Law promulgated in April 1986 and amended in September 2016 and its implementation regulations.

As a result of the foregoing, the value of your investment could be materially reduced. 46 Table of Contents If the custodians or authorized users of our controlling nontangible assets, including chops and seals, fail to fulfill their responsibilities, misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

As a result of the foregoing, the value of your investment could be materially reduced. If the custodians or authorized users of our controlling nontangible assets, including chops and seals, fail to fulfill their responsibilities, misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

The PRC Foreign Investment Law have revised the definition of “foreign investment” and removed all references to the definitions of “actual control” or “variable interest entity structure” under the 2015 Draft Foreign Investment Law.

The PRC Foreign Investment Law has revised the definition of “foreign investment” and removed all references to the definitions of “actual control” or “variable interest entity structure” under the 2015 Draft Foreign Investment Law.

According to the Domain Name Measures, domain name applicants are required to duly register their domain names with domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure. 95 Table of Contents We have adopted necessary mechanisms to register, maintain and enforce intellectual property rights in Chinese Mainland.

According to the Domain Name Measures, domain name applicants are required to duly register their domain names with domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure. We have adopted necessary mechanisms to register, maintain and enforce intellectual property rights in Chinese Mainland.

The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE, imposes various requirements on the corporate governance practices of public companies. These rules and regulations increase our legal and financial compliance costs and make some corporate activities more timeconsuming and costly.

In choosing the third party payment agent, we take into consideration numerous criteria, including network infrastructure, security measures, reliability, information technology capabilities and experience. 78 Table of Contents Risk Management We have adhered to the principal of “Respect Risk” in our operations since our establishment.

In choosing the third party payment agent, we take into consideration numerous criteria, including network infrastructure, security measures, reliability, information technology capabilities and experience. Risk Management We have adhered to the principal of “Respect Risk” in our operations since our establishment.

On January 23, 2023, YZT (HK) Limited entered into a withdrwal letter to withdraw all of its limited partnership interest in Dragonfly HF (Parallel) L.P. On March 28, 2023, YZT (HK) Limited entered into a switch request agreement to switch its net withdrawal proceeds to Noval Digital Opportunities Fund Limited.

On January 23, 2023, YZT (HK) Limited entered into a withdrawal letter to withdraw all of its limited partnership interest in Dragonfly HF (Parallel) L.P. On March 28, 2023, YZT (HK) Limited entered into a switch request agreement to switch its net withdrawal proceeds to Nova Digital Opportunities Fund Limited.

We have disclosed the regulations by CAC over data security which may have a material effect on us, including the uncertainties of these regulations, our compliance of these regulations and effect these regulations may have on us.

We have disclosed the regulations over data security which may have a material effect on us, including the uncertainties of these regulations, our compliance of these regulations and effect these regulations may have on us.

In 2021, 2022 and 2023, our financing income accounted for 18.5%, 27.1% and 23.6%, respectively, of our total net revenues. The total borrowing cost is expressed as APR, the actual annualized cost of borrowing over the term of a loan.

In 2022, 2023 and 2024, our financing income accounted for 27.1%%, 23.6% and 23.5%, respectively, of our total net revenues. The total borrowing cost is expressed as APR, the actual annualized cost of borrowing over the term of a loan.

In 2023, our service fee rate (annualized based on original amount of loan principal) of our major loan products ranged from 0.9% to 11.2% and the service fees we charged for loan facilitation services, post-origination services and guarantee services accounted for 56.9%, 12.4%, and 0.5%, respectively, of our total net revenues.

In 2023, our service fee rate (annualized based on original amount of loan principal) of our major loan products ranged from 0.8%~11.3% and the service fees we charged for loan facilitation services, post-origination services and guarantee services accounted for 56.9%, 12.4%, and 0.5%, respectively, of our total net revenues.

For example, we work with several advertising companies to promote our mobile applications with internet companies through online advertisements. We also cooperate with media and organize branding events to enhance our brand awareness. Users Service To better serve our users, we have independently developed a comprehensive user service system.

For example, we work with several advertising companies to promote our mobile applications with internet companies through online advertisements. We also cooperate with media and organize branding events to enhance our brand awareness. 76 Table of Contents Users Service To better serve our users, we have independently developed a comprehensive user service system.

Shenzhen Puhui was incorporated in the Chinese Mainland and conducts operations in the Chinese Mainland. Tianjin Yuexin Financing Guarantee Co., Ltd., or Tianjin Yuexin, and Dingyue Digital and Information Technology (Shenzhen) Co., Ltd., or Dingyue Digital, are wholly-owned subsidiaries of Shenzhen Puhui. Tianjin Yuexin and Dingyue Digital were incorporated in the Chinese Mainland and conduct operations in the Chinese Mainland.

Shenzhen Puhui was incorporated in the Chinese Mainland and conducts operations in the Chinese Mainland. Tianjin Yuexin Financing Guarantee Co., Ltd., or Tianjin Yuexin, and Dingyue Digital and Information Technology (Shenzhen) Group Co., Ltd., or Dingyue Digital, are wholly-owned subsidiaries of Shenzhen Puhui.

We generally execute legal documents by affixing chops or seals, rather than having the designated legal representatives sign the documents. We have three major types of chops—corporate chops, contract chops and finance chops.

We generally execute legal documents by affixing chops or seals, rather than having the designated legal representatives sign the documents. 43 Table of Contents We have three major types of chops—corporate chops, contract chops and finance chops.

We continue to control Shenzhen Xintang (VIE) by entering new VIE Agreements with Shenzhen Lelebu on December 9, 2022. 70 Table of Contents On October 10, 2023, as Mr. Baoguo Zhu transferred all shares of Shenzhen Xiaoying (VIE) to a entity controlled by Mr.

We continue to control Shenzhen Xintang (VIE) by entering new VIE Agreements with Shenzhen Lelebu on December 9, 2022. 66 Table of Contents On October 10, 2023, as Mr. Baoguo Zhu transferred all shares of Shenzhen Xiaoying (VIE) to an entity controlled by Mr.

We will, in accordance with our own risk management strategies, embed such assessment results into our risk management models for decision making. Credit Scoring and Pricing We offer differentiated credit pricing and credit limits to prime borrowers based on individual credit grades.

We will, in accordance with our own risk management strategies, embed such assessment results into our risk management models for decision making. 74 Table of Contents Credit Scoring and Pricing We offer differentiated credit pricing and credit limits to prime borrowers based on individual credit grades.

The table below sets forth the breakdown of loan facilitation amount by product for the periods indicated. Year Ended December 31, Year Ended December 31, Year Ended December 31, 2021 2022 2023 RMB in RMB in RMB in Loan Product millions % millions % millions % Xiaoying Credit Loan (1) 51,859 100.0 % 73,526 99.8 % 105,550 100.0 % Others — — 129 0.2 % 7 0.0 % Total 51,859 100.0 % 73,655 100.0 % 105,557 100.0 % Notes: (1) The data set forth herein includes Xiaoying Card Loan, Xiaoying Preferred Loan and other unsecured loan products that we operated.

The table below sets forth the breakdown of loan facilitation amount by product for the periods indicated. Year Ended December 31, Year Ended December 31, Year Ended December 31, 2022 2023 2024 RMB in RMB in RMB in Loan Product millions % millions % millions % Xiaoying Credit Loan (1) 73,526 99.8 % 105,550 100.0 % 104,889 100 % Others 129 0.2 % 7 0.0 % — — Total 73,655 100.0 % 105,557 100.0 % 104,889 100 % Notes: (1) The data set forth herein includes Xiaoying Card Loan and other unsecured loan products that we operated.

… 239 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

129 edited+46 added−109 removed388 unchanged

2023 filing

2024 filing

Business Overview—Regulations—Regulations Relating to Microcredit,” we cannot assure you that we would not be subject to any rectification requirements or administrative penalties due to any non-compliance, nor can we assure you that we will be able to satisfy rectification requirements, if any, and maintain such license or renew the license.

Business Overview—Regulations—Regulations Relating to Microcredit Business,” we cannot assure you that we would not be subject to any rectification requirements or administrative penalties due to any non-compliance, nor can we assure you that we will be able to satisfy rectification requirements, if any, and maintain such license or renew the license.

On July 7, 2022, the CAC published the Outbound Data Transfer Security Assessment Measures that took effect on September 1, 2022 and outline the potential security assessment process for outbound data transfer.

Under the Outbound Data Transfer Security Assessment Measures, data processors providing outbound data shall apply for outbound data transfer security assessment with the CAC in any of the following circumstances: (i) where a data processor provides important data abroad; (ii) where a critical information infrastructure operator or a data processor processing the personal information of more than one million individuals provides personal information abroad; (iii) where a data processor has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total abroad since January 1 of the previous year; and (iv) other circumstances prescribed by the CAC for which declaration for security assessment for outbound data transfers is required.

The Outbound Data Transfer Security Assessment Measures also provide procedures for security assessment and submissions, important factors to be considered in conducting assessment, and legal liabilities of a data processor for failure to apply for assessment.

On 24 February 2023, the CAC published the Measures for the Standard Contract for Outbound Transfer of Personal Information (the “ Measures for the Standard Contract “) and its annexes of Standard Contract for Outbound Transfer of Personal Information (the “Standard Contract”) that took effect on June 1, 2023, and outlined that the domestic personal information processor and the overseas recipient must sign and perform in strict accordance with the terms provided by the CAC, who is the only one to be authorized to amend and modify the Standard Contract and enterprises must not make additional agreements or any other forms of documents that are in conflict with the terms of the Standard Contract that has been established.

On February 24, 2023, the CAC published the Measures for the Standard Contract for Outbound Transfer of Personal Information (the “ Measures for the Standard Contract “) and its annexes of Standard Contract for Outbound Transfer of Personal Information (the “Standard Contract”) that took effect on June 1, 2023, and outlined that the domestic personal information processor and the overseas recipient must sign and perform in strict accordance with the terms provided by the CAC, who is the only one to be authorized to amend and modify the Standard Contract and enterprises must not make additional agreements or any other forms of documents that are in conflict with the terms of the Standard Contract that has been established.

As a holding company with no material operations, our operations were conducted in Chinese Mainland by our subsidiaries and through the VIE Agreements with our VIEs in Chinese Mainland, the equity of which is owned by Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, through the VIE Agreements, as a result of which, under United States generally accepted accounting principles, the assets and liabilities of the VIEs are treated as our assets and liabilities and the results of operations of VIEs are treated in all respects as if they were the results of our operations.

As a holding company with no material operations, our operations were conducted in Chinese Mainland by our subsidiaries and through the VIE Agreements with our VIEs in Chinese Mainland, the equity of which is owned by Xiaoying (Beijing) Information Technology Group Co., Ltd., or Beijing WFOE, through the VIE Agreements, as a result of which, under United States generally accepted accounting principles, the assets and liabilities of the VIEs are treated as our assets and liabilities and the results of operations of VIEs are treated in all respects as if they were the results of our operations.

Strategic investments, acquisitions or international expansion will involve risks commonly encountered in business relationships, including: ● difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; ● inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology; ● difficulties in retaining, training, motivating and integrating key personnel; ● diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses; ● difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; ● difficulties in retaining relationships with our platform users, employees and other partners of the acquired business; ● risks of entering markets in which we have limited or no prior experience; ● regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over the acquired business; ● assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; ● liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and ● unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

Strategic investments, acquisitions or international expansion will involve risks commonly encountered in business relationships, including: ● difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; ● inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology; ● difficulties in retaining, training, motivating and integrating key personnel; ● diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses; ● difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; ● difficulties in retaining relationships with our platform users, employees and other partners of the acquired business; ● risks of entering markets in which we have limited or no prior experience; 34 Table of Contents ● regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over the acquired business; ● assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; ● liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and ● unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

We do not conceal any material information and intentionally provide false information to institutional funding partners. In addition, we also leverage a large database of past fraud accounts information and sophisticated rule-based detection technology in detecting fraudulent behaviors. Based on new data collected and fraudulent behaviors detected during our daily business operations, we update our database on a monthly basis.

We do not conceal any material information and intentionally provide false information to institutional funding partners. In addition, we also leverage a large database of past fraud accounts information and rule-based detection technology in detecting fraudulent behaviors. Based on new data collected and fraudulent behaviors detected during our daily business operations, we update our database on a monthly basis.

Our existing or new products and services could fail to attain sufficient market acceptance for many reasons, including: ● our failure to predict market demand accurately and supply attractive and increasingly personalized products and services at appropriate prices and in amount that meet this demand in a timely fashion; 27 Table of Contents ● our existing products and services may cease to be popular among current borrowers and institutional funding partners or prove to be unattractive to prospective borrowers and institutional funding partners; ● our failure to assess risk associated with new products and services and to properly price such products and services; ● negative publicity about our products and services or mobile applications’ performance or effectiveness; ● critical assessment taken by regulatory authorities that the launch of new products and services and changes to our existing products and services do not comply with Chinese Mainland laws, regulations or rules applicable to us; and ● the introduction or anticipated introduction of competing offerings by competitors.

Our existing or new products and services could fail to attain sufficient market acceptance for many reasons, including: ● our failure to predict market demand accurately and supply attractive and increasingly personalized products and services at appropriate prices and in amount that meet this demand in a timely fashion; 23 Table of Contents ● our existing products and services may cease to be popular among current borrowers and institutional funding partners or prove to be unattractive to prospective borrowers and institutional funding partners; ● our failure to assess risk associated with new products and services and to properly price such products and services; ● negative publicity about our products and services or mobile applications’ performance or effectiveness; ● critical assessment taken by regulatory authorities that the launch of new products and services and changes to our existing products and services do not comply with Chinese Mainland laws, regulations or rules applicable to us; and ● the introduction or anticipated introduction of competing offerings by competitors.

Even if we have obtained the telecommunication business license, we may also be subject to monetary penalty or suspension of operation and rectification by the telecommunication administrations if we fail to operate the business as prescribed in the telecommunication operating licenses, or fail to operate the business as regulated by the telecommunications administration or other regulatory authorities. 26 Table of Contents Given the evolving regulatory environment of the consumer finance industry and value-added telecommunication business, we cannot rule out the possibility that the Chinese Mainland communication administration authority or other government authorities will explicitly require any of our consolidated VIEs or subsidiaries of our consolidated VIEs to obtain Internet content provider licenses, or ICP licenses, online data processing and transaction processing licenses, or ODPTP licenses or other value-added telecommunication business licenses, or issue new regulatory requirements to institute a new licensing regime for our industry.

Even if we have obtained the telecommunication business license, we may also be subject to monetary penalty or suspension of operation and rectification by the telecommunication administrations if we fail to operate the business as prescribed in the telecommunication operating licenses, or fail to operate the business as regulated by the telecommunications administration or other regulatory authorities. 22 Table of Contents Given the evolving regulatory environment of the consumer finance industry and value-added telecommunication business, we cannot rule out the possibility that the Chinese Mainland communication administration authority or other government authorities will explicitly require any of our consolidated VIEs or subsidiaries of our consolidated VIEs to obtain Internet content provider licenses, or ICP licenses, online data processing and transaction processing licenses, or ODPTP licenses or other value-added telecommunication business licenses, or issue new regulatory requirements to institute a new licensing regime for our industry.

See “Risk Factors-Risks Relating to Our Corporate Structure” for more information. (1) In December 2017, Beijing WFOE acquired 100% of the equity interest held by Shenzhen Xiaoying (VIE) in Shenzhen Xiaoying Puhui Technology Co., Ltd. and Shenzhen Xiaoying Information Technology Co., Ltd. (2) Mr. Yue (Justin) Tang and entities controlled by Mr.

See “Risk Factors-Risks Relating to Our Corporate Structure” for more information. (1) In December 2017, Beijing WFOE acquired 100% of the equity interest held by Shenzhen Xiaoying (VIE) in Shenzhen Xiaoying Puhui Technology Co., Ltd. and Shenzhen Xiaoying Information Technology Group Co., Ltd. (2) Mr. Yue (Justin) Tang and entities controlled by Mr.

Because we are an exempted company incorporated with limited liability in the Cayman Islands, we are classified as a foreign enterprise under Chinese Mainland laws and regulations, and our wholly-owned Chinese Mainland subsidiary, Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, is a foreign-invested enterprise, or an FIE.

Because we are an exempted company incorporated with limited liability in the Cayman Islands, we are classified as a foreign enterprise under Chinese Mainland laws and regulations, and our wholly-owned Chinese Mainland subsidiary, Xiaoying (Beijing) Information Technology Group Co., Ltd., or Beijing WFOE, is a foreign-invested enterprise, or an FIE.

If any of our Chinese Mainland subsidiaries or the consolidated VIEs incurs debt on its own behalf in the future, the instruments governing such debt may restrict our Chinese Mainand subsidiaries’ ability to pay dividends to X Financial or the consolidated VIEs’ ability to pay service fees.

If any of our Chinese Mainland subsidiaries or the consolidated VIEs incurs debt on its own behalf in the future, the instruments governing such debt may restrict our Chinese Mainland subsidiaries’ ability to pay dividends to X Financial or the consolidated VIEs’ ability to pay service fees.

Financial institutions shall not carry out commercial cooperation with entities who have not obtained business qualifications for engaging in credit information services to obtain any credit information services. 19 Table of Contents In our current cooperation with financial institutions, we would directly provide financial institutions with the personal information of our users on our platform, including basic user information (such as name, age, etc.) and loan-related information (such as loan purpose, annual income, etc.), which may be deemed as credit information under the Credit Information Services Measures.

Financial institutions shall not carry out commercial cooperation with entities who have not obtained business qualifications for engaging in credit information services to obtain any credit information services. 17 Table of Contents In our current cooperation with financial institutions, we would directly provide financial institutions with the personal information of our users on our platform, including basic user information (such as name, age, etc.) and loan-related information (such as loan purpose, annual income, etc.), which may be deemed as credit information under the Credit Information Services Measures.

Chinese Mainland laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. 43 Table of Contents If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and may have to modify such structure to comply with regulatory requirements.

Chinese Mainland laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. 40 Table of Contents If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and may have to modify such structure to comply with regulatory requirements.

If the service fees we collect from borrowers decrease significantly due to factors beyond our control, our business, financial condition and results of operations will be materially and adversely affected. 17 Table of Contents Our service fees, to the extent that they are fully or partially deemed as loan interest, may also be subject to the restrictions on interest rates as specified in applicable rules on private lending.

If the service fees we collect from borrowers decrease significantly due to factors beyond our control, our business, financial condition and results of operations will be materially and adversely affected. 15 Table of Contents Our service fees, to the extent that they are fully or partially deemed as loan interest, may also be subject to the restrictions on interest rates as specified in applicable rules on private lending.

Any deterioration in our risk assessment capabilities may adversely affect the quality of transactions that we facilitate and we may experience higher delinquency rates, which may materially and adversely affect our business, results of operations and financial condition. 22 Table of Contents If we are unable to obtain adequate credit insurance under terms or conditions acceptable to us due to changes in the credit insurance regulations in Chinese Mainland, our business, financial condition and results of operations would be materially and adversely affected.

Any deterioration in our risk assessment capabilities may adversely affect the quality of transactions that we facilitate and we may experience higher delinquency rates, which may materially and adversely affect our business, results of operations and financial condition. 19 Table of Contents If we are unable to obtain adequate credit insurance under terms or conditions acceptable to us due to changes in the credit insurance regulations in Chinese Mainland, our business, financial condition and results of operations would be materially and adversely affected.

If it becomes increasingly difficult for our users to access and utilize our products and services on their mobile devices, or if the prevailing mobile operating systems do not support our mobile applications, our business and financial condition and operating results may be adversely affected. 41 Table of Contents Our operations depend on the performance of the Internet infrastructure and fixed telecommunications networks in Chinese Mainland.

If it becomes increasingly difficult for our users to access and utilize our products and services on their mobile devices, or if the prevailing mobile operating systems do not support our mobile applications, our business and financial condition and operating results may be adversely affected. 38 Table of Contents Our operations depend on the performance of the Internet infrastructure and fixed telecommunications networks in Chinese Mainland.

Although we selectively establish collaboration relationships with reliable third parties, we cannot assure you that they will not conduct any unsatisfactory, inappropriate or illegal actions that will damage our reputation and brand, which consequently could cause our business to be harmed. 28 Table of Contents We have obligations to verify information relating to borrowers and detecting fraud.

Although we selectively establish collaboration relationships with reliable third parties, we cannot assure you that they will not conduct any unsatisfactory, inappropriate or illegal actions that will damage our reputation and brand, which consequently could cause our business to be harmed. 24 Table of Contents We have obligations to verify information relating to borrowers and detecting fraud.

Tianjing Yuexin built a new business model by collaboration with external financing guarantee companies, where Tianjin Yuexin assumes 20% of the guarantee liability, and the external financing guarantee company assumes 80% of the guarantee liability.

Tianjin Yuexin built a new business model by collaboration with external financing guarantee companies, where Tianjin Yuexin assumes 20% of the guarantee liability, and the external financing guarantee company assumes 80% of the guarantee liability.

For the business data, we have periodically implemented the backup strategy in accordance with the business timeliness requirements and conducted regular rehearsals and verification of data recovery in accordance with the plan. ● Intrusion prevention and web application firewall WAF deployment: we deploy intrusion prevention system, WAF in the business application portal, which can real-time, active, in-depth defense against application layer network attacks security defense. ● Terminal security protection: we deploy the anti-information leakage system for terminal data security, based on a unified policy, using deep content analysis, instant identification, monitoring and protection of static data, dynamic data and data in use.

For the business data, we have periodically implemented the backup strategy in accordance with the business timeliness requirements and conducted regular rehearsals and verification of data recovery in accordance with the plan. ● Intrusion prevention and web application firewall WAF deployment: we deploy intrusion prevention system, WAF in the business application portal, which can real-time, active, in-depth defense against application layer network attacks security defense. 4 Table of Contents ● Terminal security protection: we deploy the anti-information leakage system for terminal data security, based on a unified policy, using deep content analysis, instant identification, monitoring and protection of static data, dynamic data and data in use.

We will closely monitor the regulatory requirements and adjust the applicable measures in timely manner to ensure compliance. As of the date of this annual report, we have not been subject to any penalities from the PBOC or any of its branches related to our cooperation with the institutional funding partners.

We will closely monitor the regulatory requirements and adjust the applicable measures in timely manner to ensure compliance. As of the date of this annual report, we have not been subject to any penalties from the PBOC or any of its branches related to our cooperation with the institutional funding partners.

However, it is uncertain whether the Trial Guidelines on Microcredit Companies restricts financing guarantee companies outside Shenzhen from eastablishing the online microcredit business as funders or related parties and it’s also unclear about the Shenzhen financial regulatory authority’s current attitude on temporary restrictions imposed by the Trial Guidelines on Microcredit Companies.

However, it is uncertain whether the Trial Guidelines on Microcredit Companies restricts financing guarantee companies outside Shenzhen from establishing the online microcredit business as funders or related parties and it’s also unclear about the Shenzhen financial regulatory authority’s current attitude on temporary restrictions imposed by the Trial Guidelines on Microcredit Companies.

The said obliagtions include establishing and improving the internal control system for anti-money laundering and counter-terrorism financing, assessing money laundering and counter-terrorism financing risks, establishing a risk management mechanism compatible with their risk status and business scale, establishing an anti-money laundering information system and setting up or designating a department equipped with corresponding personnel.

The said obligations include establishing and improving the internal control system for anti-money laundering and counter-terrorism financing, assessing money laundering and counter-terrorism financing risks, establishing a risk management mechanism compatible with their risk status and business scale, establishing an anti-money laundering information system and setting up or designating a department equipped with corresponding personnel.

Organizational Structure—Contractual Arrangements with Consolidated VIEs and their Shareholders.” As certain shareholder of the VIEs has changed his nationality, our consolidated VIEs may be deemed as foreign-invested telecommunications enterprises. Therefore, we are required to reapply for the ICP licenses as foreign-invested telecommunications enterprises.

Organizational Structure—Contractual Arrangements with Consolidated VIEs and their Shareholders (“VIE Agreements”).” As certain shareholder of the VIEs has changed his nationality, our consolidated VIEs may be deemed as foreign-invested telecommunications enterprises. Therefore, we are required to reapply for the ICP licenses as foreign-invested telecommunications enterprises.

Organizational Structure—Contractual Arrangements with Consolidated VIEs and Their Shareholders.” A significant portion of our revenue is attributed to our consolidated VIEs. These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIEs.

Organizational Structure—Contractual Arrangements with Consolidated VIEs and Their Shareholders (“VIE Agreements”).” A significant portion of our revenue is attributed to our consolidated VIEs. These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIEs.

Any cyber-attack, computer viruses, physical or electronic break-ins or similar disruptions of such third party payment service providers could, among other things, adversely affect our ability to serve our users. Security breaches or unauthorized access to confidential information could expose us to liability related to the loss of information, time-consuming and expensive litigation and negative publicity.

Any cyber-attack, computer viruses, physical or electronic break-ins or similar disruptions of such third party payment service providers could, among other things, adversely affect our ability to serve our users. 29 Table of Contents Security breaches or unauthorized access to confidential information could expose us to liability related to the loss of information, time-consuming and expensive litigation and negative publicity.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. 31 Table of Contents We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

Upon a borrower’s default, we will classify the defaulting borrowers into different risk levels based on the type of loan products, outstanding amount, delinquent days and historical repayment pattern. The third party collection agencies that we engaged will make phone calls, send text messages, in-person visit and claim lawsuits to the defaulting borrower to request repayment.

Upon a borrower’s default, we will classify the defaulting borrowers into different risk levels based on the type of loan products, outstanding amount, delinquent days and historical repayment pattern. The third party collection agencies that we engaged will make phone calls, send text messages, and claim lawsuits to the defaulting borrower to request repayment.

Furthermore, parts of our business rely on technologies developed or licensed by other parties, or co-developed with other parties, and we may not be able to obtain or continue to obtain licenses and technologies from these other parties on reasonable terms, or at all. 36 Table of Contents It is often difficult to register, maintain and enforce intellectual property rights in Chinese Mainland.

Furthermore, parts of our business rely on technologies developed or licensed by other parties, or co-developed with other parties, and we may not be able to obtain or continue to obtain licenses and technologies from these other parties on reasonable terms, or at all. It is often difficult to register, maintain and enforce intellectual property rights in Chinese Mainland.

In the event that we obtain debt financing, repayment of debt may divert a substantial portion of cash flow, which would reduce funds available for expenses and payment pursuant to other general corporate purposes. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

In the event that we obtain debt financing, repayment of debt may divert a substantial portion of cash flow, which would reduce funds available for expenses and payment pursuant to other general corporate purposes. 27 Table of Contents Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

Shenzhen Xintang(VIE) did not renew its financing guarantee license in 2022. We settled the remaining business of Shenzhen Xintang(VIE) in the first quarter of 2023. Shenzhen Xintang(VIE) no longer guarantees any outstanding loan products. In 2023, one of our Chinese Mainland subsidiaries, Tianjin Yuexin that holds the financing guarantee license, started the financing guarantee business.

If we are unable to control our labor costs or pass such increased labor costs on to our users by increasing the fees of our services, our financial condition and results of operations may be adversely affected. 40 Table of Contents We do not have any business insurance coverage for our operations.

If we are unable to control our labor costs or pass such increased labor costs on to our users by increasing the fees of our services, our financial condition and results of operations may be adversely affected. We do not have any business insurance coverage for our operations.

This in turn may lead to higher default rates and adverse impacts on our reputation, business, results of operations and financial positions. Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies, and the expected or perceived overall economic growth rate in China.

This in turn may lead to higher default rates and adverse impacts on our reputation, business, results of operations and financial positions. 37 Table of Contents Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies, and the expected or perceived overall economic growth rate in China.

All of these consequences may have a material adverse impact on our business, financial condition and results of operations. 35 Table of Contents Furthermore, the stringent reporting obligation imposed by the Cybersecurity Law of the PRC, Data Security Law and Outbound Data Transfer Security Assessment Measures, without a finding of violation, may have a material adverse impact on our business and results of operations.

All of these consequences may have a material adverse impact on our business, financial condition and results of operations. Furthermore, the stringent reporting obligation imposed by the Cybersecurity Law of the PRC, Data Security Law and Outbound Data Transfer Security Assessment Measures, without a finding of violation, may have a material adverse impact on our business and results of operations.

In 2016, 0.9% of our total loan facilitation amount were Xiaoying Card Loan, while in 2021, 2022 and 2023, such proportion was 100%, 99.8%, and 100%, respectively.

In 2016, 0.9% of our total loan facilitation amount were Xiaoying Card Loan, while in 2022, 2023 and 2024, such proportion was 99.8%, 100%, and 100%, respectively.

If our proprietary credit analysis and risk management system fails to perform effectively, our business, liquidity and results of operations may be materially and adversely affected. If we are unable to maintain low delinquency rates for transactions facilitated by us, our business and results of operations may be materially and adversely affected.

If our proprietary credit analysis and risk management system fails to perform effectively, our business, liquidity and results of operations may be materially and adversely affected. 20 Table of Contents If we are unable to maintain low delinquency rates for transactions facilitated by us, our business and results of operations may be materially and adversely affected.

Reason for the Offer and Use of Proceeds Not applicable. 3.D. Risk Factors Risks Relating to Our Business and Industry We conduct our business in Chinese Mainland through our subsidiaries and the VIEs in Chinese Mainland. The operations of our subsidiaries and the VIEs in Chinese Mainland are governed by laws and regulations of Chinese Mainland.

Reason for the Offer and Use of Proceeds Not applicable. 11 Table of Contents 3.D. Risk Factors Risks Relating to Our Business and Industry We conduct our business in Chinese Mainland through our subsidiaries and the VIEs in Chinese Mainland. The operations of our subsidiaries and the VIEs in Chinese Mainland are governed by laws and regulations of Chinese Mainland.

Organizational Structure - Contractual Arrangements with Consolidated VIEs and Their Shareholders.” 42 Table of Contents Because we are an offshore holding company and our business was conducted through the VIE Agreements with our VIEs in Chinese Mainland, if the Chinese Mainland government deems that the contractual arrangements in relation to our consolidated VIEs do not comply with Chinese Mainland regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

Organizational Structure - Contractual Arrangements with Consolidated VIEs and Their Shareholders (“VIE Agreements”).” 39 Table of Contents Because we are an offshore holding company and our business is conducted through the VIE Agreements with our VIEs in Chinese Mainland, if the Chinese Mainland government deems that the contractual arrangements in relation to our consolidated VIEs do not comply with Chinese Mainland regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

On July 6, 2021, the relevant Chinese Mainland governmental authorities publicated the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law.

On July 6, 2021, the relevant Chinese Mainland governmental authorities published the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law.

As of December 31, 2023, 3.0% of our outstanding loans is funded by our own capital. However, since the regulatory regime and practice with respect to network microcredit companies are evolving in recent years and subject to uncertainties, see “Item 4. Information on the Company—B.

As of December 31, 2024, 3.8% of our outstanding loans is funded by our own capital. However, since the regulatory regime and practice with respect to network microcredit companies are evolving in recent years and subject to uncertainties, see “Item 4. Information on the Company—B.

The statements depict the financial position as of December 31, 2021, 2022, and 2023, and the results of operations and cash flows for fiscal years 2021, 2022, and 2023.

The statements depict the financial position as of December 31, 2022, 2023, and 2024, and the results of operations and cash flows for fiscal years 2022, 2023, and 2024.

Given the evolving regulatory environment, there is uncertainty as to how the requirements in the Draft Interim Administrative Measures or the Draft Local Financial Supervision and Administration Regulation will be interpreted and implemented.

Given the evolving regulatory environment, there is uncertainty as to how the requirements in the Draft Interim Administrative Measures, the Draft Local Financial Supervision and Administration Regulation, or the Interim Measures for Microcredit Companies will be interpreted and implemented.

As a result, through such contractual arrangements with the VIEs and their shareholders, we are the primary beneficiary of the VIEs, and, therefore, consolidate the financial results of the VIEs in our consolidated financial statements in accordance with U.S. GAAP 31% of our current revenue is derived from our VIEs in Chinese Mainland.

As a result, through such contractual arrangements with the VIEs and their shareholders, we are the primary beneficiary of the VIEs, and, therefore, consolidate the financial results of the VIEs in our consolidated financial statements in accordance with U.S. GAAP. A substantial portion of our current revenue is derived from these VIEs in Chinese Mainland.

If such situations occur, our business, financial condition and prospects would be materially and adversely affected. If our borrowers default their loans under our online microcredit business, our financial operation may still be subject to material adverse effect.

If such situations occur, our business, financial condition and prospects would be materially and adversely affected. 13 Table of Contents If our borrowers default their loans under our online microcredit business, our financial operation may still be subject to material adverse effect.

Since the loans provided by Xiaoying Microcredit (VIE) is our own capital, defaults by our borrowers may have material adverse effect on our financial operation. As of December 31, 2023, 3.0% of our outstanding loans is issued by Xiaoying Microcredit (VIE) through our own capital.

Since the loans provided by Xiaoying Microcredit (VIE) is our own capital, defaults by our borrowers may have material adverse effect on our financial operation. As of December 31, 2024, 3.8% of our outstanding loans is issued by Xiaoying Microcredit (VIE) through our own capital.

As a result, our business and results of operations may be materially and adversely affected. We may be subject to risks related to litigation and regulatory proceedings.

As a result, our business and results of operations may be materially and adversely affected. 32 Table of Contents We may be subject to risks related to litigation and regulatory proceedings.

As of December 31, 2023, most of the transactions were completed through our mobile application.

As of December 31, 2024, most of the transactions were completed through our mobile application.

If we are unable to address any information protection concerns, or to comply with the then applicable laws and regulations, we may incur additional costs and liability and our reputation, business and operations might be adversely affected. See “Item 4. Information on the Company—4.B.

As a result, we do not believe that our current service fees and various other fees charged from our borrowers violate these provisions.

We do not believe that our current service fees and various other fees charged from our borrowers violate these provisions.

These risks and challenges include, among other things, our ability to: ● offer personalized and competitive products and services; ● increase the utilization of our products and services by existing borrowers and institutional funding partners as well as new borrowers and institutional funding partners; ● offer attractive service fee rates while driving growth in size and profitability of our business; ● maintain low delinquency rates of loans facilitated by us; ● develop sufficient, diversified, cost-efficient and reputable funding sources; ● maintain and enhance our relationships with our institutional funding partners; ● broaden our prospective borrower base; ● navigate a complex and evolving regulatory environment; ● improve our operational efficiency; ● attract, retain and motivate talented employees to support our business growth; ● enhance our technology infrastructure to support the growth of our business and maintain the security of our system and the confidentiality of the information provided and utilized across our system; ● navigate economic condition and fluctuation; and ● defend ourselves against legal and regulatory actions, such as actions involving intellectual property or privacy claims. 16 Table of Contents Failure of other online lending platforms or damage to the reputation of the online consumer finance industry may materially and adversely affect our business and results of operations.

These risks and challenges include, among other things, our ability to: ● offer personalized and competitive products and services; ● increase the utilization of our products and services by existing borrowers and institutional funding partners as well as new borrowers and institutional funding partners; ● offer attractive service fee rates while driving growth in size and profitability of our business; ● maintain low delinquency rates of loans facilitated by us; ● develop sufficient, diversified, cost-efficient and reputable funding sources; ● maintain and enhance our relationships with our institutional funding partners; ● broaden our prospective borrower base; ● navigate a complex and evolving regulatory environment; ● improve our operational efficiency; ● attract, retain and motivate talented employees to support our business growth; 14 Table of Contents ● enhance our technology infrastructure to support the growth of our business and maintain the security of our system and the confidentiality of the information provided and utilized across our system; ● navigate economic condition and fluctuation; and ● defend ourselves against legal and regulatory actions, such as actions involving intellectual property or privacy claims.

We may need to devote significant resources to support and maintain of such applications. The mobile applications are dependent on the interoperability of popular mobile operating systems that we do not control, such as Android and iOS.

We facilitate most of loans through our mobile applications. We may need to devote significant resources to support and maintain of such applications. The mobile applications are dependent on the interoperability of popular mobile operating systems that we do not control, such as Android and iOS.

If the provision of services by financial institutional cooperators, such as insurance companies and financing guarantee companies, becomes limited, restricted, or is rendered less effective or more expensive, our business may be materially and adversely affected. 85.0% of our outstanding loans were covered by financial institutional cooperators as of December 31, 2023.

If the provision of services by financial institutional cooperators, such as insurance companies and financing guarantee companies, becomes limited, restricted, or is rendered less effective or more expensive, our business may be materially and adversely affected. 91.5% of our outstanding loans were covered by external financial institutional cooperators as of December 31, 2024.

Under this business model, Tianjin Yuexin has the obligation to pay 20% of the defaulted principal and interest to our institutional funding partners and no obligation to pay to the external financing guarantee company. However, if widespread defaults were to occur, institutional funding partners may cease business collaboration with Yuexin.

Under this business model, Tianjin Yuexin is directly obligated to pay up to 20% of the defaulted principal and interest to our institutional funding partners and has no obligation to pay the portion guaranteed by the external financing guarantee company. However, if widespread defaults were to occur, institutional funding partners may cease business collaboration with Yuexin.

If we are unable to maintain or increase the amount of loans we facilitate or if we are unable to retain existing borrowers or attract new borrowers, our business and results of operations will be adversely affected. The amount of loans facilitated through our platform was RMB51,859 million in 2021, RMB73,655 million in 2022 and RMB 105,557 million in 2023.

If we are unable to maintain or increase the amount of loans we facilitate or if we are unable to retain existing borrowers or attract new borrowers, our business and results of operations will be adversely affected. The amount of loans facilitated through our platform was RMB73,655 million in 2022, RMB 105,557million in 2023 and 104,889 million in 2024.

The law requires network products and services providers as we are, among other things, to strictly preserve the secrecy of user information they collect and to store within Chinese Mainland data that is gathered or produced by such network products and services provider in the country.

On June 1, 2017, the Cybersecurity Law of the PRC became effective. The law requires network products and services providers as we are, among other things, to strictly preserve the secrecy of user information they collect and to store within Chinese Mainland data that is gathered or produced by such network products and services provider in the country.

In addition, as of December 31, 2023, we collaborated with 60 channel partners to obtain borrowers for our various loan products. In 2022 and 2023, approximately 80.1% and 80.4% of our active borrowers for Xiaoying Card Loan were engaged through our channel partners.

In addition, as of December 31, 2024, we collaborated with 58 partners to obtain borrowers for our various loan products. In 2023 and 2024, approximately 80.4% and 79.8% of our active borrowers for Xiaoying Card Loan were engaged through our channel partners.

The delinquency rate for all outstanding loans on our platform that were 31-60 days past due increased from 1.02% as of December 31, 2022 to 1.57% as of December 31, 2023. In addition, our ability to continuously attract low-cost funding sources is also critical to our business.

The delinquency rate for all outstanding loans on our platform that were 31-60 days past due decreased from 1.57% as of December 31, 2023, to 1.17% as of December 31, 2024. In addition, our ability to continuously attract low-cost funding sources is also critical to our business, as our primary funding source is our institutional funding partners.

Meanwhile, as the Credit Information Services Measures is newly issued and there are no specific implementation rules with this regard, we are not sure how it will be interpreted and implemented and whether it will have an adverse impact on our business.

Meanwhile, as the Credit Information Services Measures has no specific implementation rules, we are not sure how it will be interpreted and implemented and whether it will have an adverse impact on our business.

We may decide to settle legal disputes on terms that are unfavorable to us. Furthermore, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal.

Furthermore, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal.

Any material decrease in our service fees would have a substantial impact on our revenues and profitability. In the event that the amount of service fees we collect from borrowers or institutional funding partners for loans we facilitate decrease significantly in the future, our business, financial condition and results of operations will be harmed.

In the event that the amount of service fees we collect from borrowers or institutional funding partners for loans we facilitate decrease significantly in the future, our business, financial condition and results of operations will be harmed.

The relationships between, on the one hand, each of Beijing Ying Zhong Tong (VIE), Shenzhen Xintang (VIE), and Shenzhen Xiaoying (VIE), and on the other, Beijing WFOE as illustrated in this diagram are governed by contractual arrangements and do not constitute equity ownership. The dissolvement has been approved by Beijing WFOE pursuant to the relevant variable interest entity agreements.

The relationships between, on the one hand, each of Beijing Ying Zhong Tong (VIE), Shenzhen Xintang (VIE), and Shenzhen Xiaoying (VIE), and on the other hand, Beijing WFOE as illustrated in this diagram are governed by contractual arrangements and do not constitute equity ownership.

In addition, any future changes on APR ceiling may affect our profitability. If such situations were to occur, our business, financial condition, results of operations and prospects would be materially and adversely affected. 18 Table of Contents We face competition in the online consumer finance industry, and, if we do not compete effectively, our results of operations could be harmed.

If such situations were to occur, our business, financial condition, results of operations and prospects would be materially and adversely affected. 16 Table of Contents We face competition in the online consumer finance industry, and, if we do not compete effectively, our results of operations could be harmed.

Failure to manage our liquidity and cash flows may materially and adversely affect our financial condition and results of operations. We had positive cash flow from operating activities of RMB449.2 million, RMB322.7 million and RMB798.8 million (US$112.5 million) in 2021, 2022 and 2023, respectively. We cannot guarantee that we will not have negative cash flows in the future.

Failure to manage our liquidity and cash flows may materially and adversely affect our financial condition and results of operations. We had positive cash flow from operating activities of RMB626.8 million, RMB1,391.4 million and RMB1,523.4 million (US$208.7 million) in 2022, 2023 and 2024, respectively. We cannot guarantee that we will not have negative cash flows in the future.

The global macroeconomic environment is facing challenges, including the economic slowdown in the Eurozone since 2014, potential impact of the United Kingdom’s exit from the European Union on January 31, 2020, and the adverse impact on the global economies and financial markets as the COVID-19 outbreak evolved into a worldwide health crisis in 2020.

The global macroeconomic environment continues to face significant challenges, including the economic slowdown in the Eurozone since 2014, the realized and evolving impacts of the United Kingdom’s exit from the European Union on January 31, 2020, and the long-term impact on the global economies and financial markets as the COVID-19 outbreak evolved into a worldwide health crisis in 2020.

The data provided directly by an applicant to us may become outdated and inaccurate, as he or she may have, after providing the data to us: ● become delinquent in the payment of an outstanding obligation; ● defaulted on a pre-existing debt obligation; ● taken on additional debt; or ● sustained other adverse financial events. 25 Table of Contents We conduct data screening to detect inaccurate information and improve the quality of the data input for our credit analysis model.

The data provided directly by an applicant to us may become outdated and inaccurate, as he or she may have, after providing the data to us: ● become delinquent in the payment of an outstanding obligation; ● defaulted on a pre-existing debt obligation; ● taken on additional debt; or 21 Table of Contents ● sustained other adverse financial events.

These factors could prevent us from processing loan applications and other business operations, damage our brand name and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and discourage users from using our products and services, any of which could adversely affect our business, financial condition and results of operations.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION For risks associated with being based in or having the majority of the operations in Chinese Mainland, see “-Risks Associated with Being Based in or Having the Majority of the Operations in Chinese Mainland” as set forth at the outset of Part I.

KEY INFORMATION For risks associated with being based in or having the majority of the operations in Chinese Mainland, see “-Risks Associated with Being Based in or Having the Majority of the Operations in Chinese Mainland” as set forth at the outset of Part I.

We started to facilitate investment products to individual investors in Chinese Mainland in August 2014 and commenced our loan facilitation business in July 2015 and thus have a limited operating history.

We have a limited operating history in a new and evolving market, which makes it difficult to evaluate our future prospects. We started to facilitate investment products to individual investors in Chinese Mainland in August 2014 and commenced our loan facilitation business in July 2015 and thus have a limited operating history.

See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” 10 Table of Contents On March 26, 2024, pursuant to the semi-annual dividend policy, our board has approved the declaration and payment of a semi-annual dividend of US$0.17 per ADS for the second half of 2023. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” 10 Table of Contents On March 26, 2024, pursuant to the semi-annual dividend policy, our board approved the declaration and payment of a semi-annual dividend of US$0.17 per ADS.

Due to the relatively new nature of the Cybersecurity Law of the PRC, Data Security Law, Outbound Data Transfer Security Assessment Measures, and Measures for the Standard Contract as well as the lack of clarification in the statutory law itself as to the circumstances and standard under which the law should apply and violations be found, there are great uncertainties as to the interpretation and application of the law.

The Measures for the Standard Contract also provides submitting materials, supplementation or re-filing, grace period, and legal liabilities for breach of the Measures for the Standard Contract. 30 Table of Contents Due to the relatively new nature of the Cybersecurity Law of the PRC, Data Security Law, Outbound Data Transfer Security Assessment Measures, and Measures for the Standard Contract as well as the lack of clarification in the statutory law itself as to the circumstances and standard under which the law should apply and violations be found, there are great uncertainties as to the interpretation and application of the law.

Taxation.” The following table presents the cash flows among the Company, its subsidiaries, and the Consolidated VIEs, Trusts and Partnerships in FY 2021, FY 2022 and FY 2023. FY 2021 FY 2022 FY 2023 RMB in thousands RMB in thousands RMB in thousands Cash transferred from the Company to the subsidiaries for financing purposes — — — Cash transferred from the subsidiaries to the Company for financing purposes 4,545 164,708 74,702 Cash transferred from the Consolidated VIEs, Trusts and Partnerships to the subsidiaries for financing purposes 701,508 277,495 1,171,533 Cash transferred from the subsidiaries to the Consolidated VIEs, Trusts and Partnerships for financing purposes — — 1,460,639 Cash paid from Consolidated VIEs, Trusts and Partnerships to subsidiaries for loan transferred under intermediary model 2,538,005 5,724,937 5,850,809 Cash paid by subsidiaries to invest in Consolidated VIEs, Trusts and Partnerships 215,378 227,445 217,176 Cash contribution from Consolidated VIEs, Trusts and Partnerships to subsidiaries 69,073 346,937 514,547 Service fees collected by subsidiaries from borrowers indirectly through Consolidated VIEs, Trusts and Partnerships 524,177 133,300 47,966 For the years ended December 31, 2021, 2022 and 2023, dividends paid to U.S. investors were nil, nil and US$8,268,650.77, respectively.

Taxation.” The following table presents the cash flows among the Company, its subsidiaries, and the Consolidated VIEs, Trusts and Partnerships in FY 2022, FY 2023 and FY 2024. FY 2022 FY 2023 FY 2024 RMB in thousands RMB in thousands RMB in thousands Cash transferred from the Company to the subsidiaries for financing purposes — — — Cash transferred from the subsidiaries to the Company for financing purposes 164,708 74,702 188,679 Cash transferred from the Consolidated VIEs, Trusts and Partnerships to the subsidiaries for financing purposes 277,495 1,171,533 1,199,360 Cash transferred from the subsidiaries to the Consolidated VIEs, Trusts and Partnerships for financing purposes — 1,460,639 1,881,194 Cash paid from Consolidated VIEs, Trusts and Partnerships to subsidiaries for loan transferred under intermediary model 5,724,937 5,850,809 5,637,757 Cash paid by subsidiaries to invest in Consolidated VIEs, Trusts and Partnerships 227,445 217,176 774,713 Cash contribution from Consolidated VIEs, Trusts and Partnerships to subsidiaries 346,937 514,547 699,258 Service fees collected by subsidiaries from borrowers indirectly through Consolidated VIEs, Trusts and Partnerships 133,300 47,966 — For the years ended December 31, 2022, 2023 and 2024, dividends paid to U.S. investors were nil, US$8.3 million and US$16.5 million, respectively.

Our institutional funding partners may be subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the PBOC. We have adopted commercially reasonable procedures for monitoring our institutional funding partners and payment processors.

Our institutional funding partners may be subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the PBOC.

We also engage several third party collection service providers to assist us with payment collection from time to time. However, we may not receive payments as expected on loans that we facilitate.

We have implemented internal payment and collection policies and practices designed to optimize the repayment process. We also engage several third party collection service providers to assist us with payment collection from time to time. However, we may not receive payments as expected on loans that we facilitate.

Selected Consolidated Statement of Balance Sheet Data As of December 31, 2021 As of December 31, 2022 As of December 31, 2023 Consolidated Consolidated Consolidated VIEs, VIEs, VIEs, The Trusts and Group The Trusts and Group The Trusts and Group Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands) (in thousands) (in thousands) Cash and cash equivalents 4,771 212,767 367,224 — 584,762 14,280 116,524 471,467 — 602,271 1,202 295,278 898,872 — 1,195,352 Restricted cash, net — 220,812 186,464 — 407,276 — 403,439 1,250 — 404,689 — 716,870 32,200 — 749,070 Accounts receivable and contract assets, net — 67,918 679,562 — 747,480 — 65,290 1,096,622 — 1,161,912 — 83,535 1,576,053 — 1,659,588 Loans receivable from Xiaoying Credit Loans and other loans, net — 2,458,221 25,852 — 2,484,073 — 3,777,595 32,798 — 3,810,393 — 4,876,731 71,102 — 4,947,833 Loan receivable from Xiaoying Housing Loans, net — 12,083 — — 12,083 — 10,061 — — 10,061 — 8,657 — — 8,657 Loans at fair value — 389,679 — — 389,679 — 120,280 — — 120,280 — — — — — Deposits to institutional cooperators, net — 2,702 1,497,705 — 1,500,407 — — 1,770,317 — 1,770,317 — — 1,702,472 — 1,702,472 Prepaid expenses and other current assets, net 371 104,088 108,668 — 213,127 426 53,328 17,328 — 71,082 411 25,281 23,076 — 48,768 Deferred tax assets, net — 128,555 146,313 — 274,868 — 2,277 86,151 — 88,428 — 118,587 17,371 — 135,958 Long-term investments — 556,571 3,467 — 560,038 — 495,995 — — 495,995 — 493,411 - — 493,411 Financial investments — — 82,844 — 82,844 — — 192,620 — 192,620 — — 608,198 — 608,198 Property and equipment, net — 2,673 3,515 — 6,188 — 605 5,256 — 5,861 — 1,055 7,588 — 8,643 Intangible assets, net — 29,554 7,263 — 36,817 — 28,712 7,838 — 36,550 — 28,153 8,657 — 36,810 Other non-current assets — 4,851 26,427 — 31,278 — 2,470 64,734 — 67,204 — 23 55,242 — 55,265 Financial guarantee derivative — 11,819 — — 11,819 — — — — — — — — — — Intercompany receivables 1,077,450 5,303,896 9,615,500 (15,996,846) — 1,024,112 4,470,491 6,046,377 (11,540,980) — 1,047,722 6,084,772 4,207,837 (11,340,331) — Investments in Consolidated VIEs, Trusts and Partnerships and subsidiaries 2,899,792 1,566,351 3,669,742 (8,135,885) — 3,717,374 2,299,383 3,492,373 (9,509,130) — 4,857,620 2,331,412 4,600,589 (11,789,621) — Total Assets 3,982,384 11,072,540 16,420,546 (24,132,731) 7,342,739 4,756,192 11,846,450 13,285,131 (21,050,110) 8,837,663 5,906,955 15,063,765 13,809,257 (23,129,952) 11,650,025 As of December 31, 2021 As of December 31, 2022 As of December 31, 2023 Consolidated Consolidated Consolidated VIEs, VIEs, VIEs, The Trusts and Group The Trusts and Group The Trusts and Group Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands) (in thousands) Payable to investors and institutional funding partners at amortized cost — 1,466,068 21,311 — 1,487,379 — 2,627,910 — — 2,627,910 — 3,584,041 — — 3,584,041 Payable to investors at fair value — 462,714 — — 462,714 — 141,289 — — 141,289 — — — — — Guarantee liabilities — — — — — — — — — — — — 61,907 — 61,907 Financial guarantee derivative — 565,953 — — 565,953 — 107,890 — — 107,890 — — — — — Deferred guarantee income — — — — — — — — — — — — 46,597 — 46,597 Short-term borrowings — — 166,500 — 166,500 — 20,000 50,209 — 70,209 — 320,000 245,000 — 565,000 Accrued payroll and welfare — 8,959 35,646 — 44,605 — 12,047 51,634 — 63,681 — 15,011 71,760 — 86,771 Other taxes payable — 100,333 119,213 — 219,546 — 123,106 132,585 — 255,691 — 126,901 162,920 — 289,821 Income taxes payable (receivable) — 8,190 108,959 — 117,149 — (1,872) 271,960 — 270,088 — 28,267 418,233 — 446,500 Deposit payable to channel cooperators — — 21,012 — 21,012 — — 19,700 — 19,700 — — 19,700 — 19,700 Dividend payable — — — — — — — — — — 59,226 — — — 59,226 Accrued expenses and other current liabilities 5,489 85,485 177,993 — 268,967 2,938 102,150 370,948 — 476,036 605 69,990 505,132 — 575,727 Other non-current liabilities — — 12,019 — 12,019 — 1,937 49,256 — 51,193 — — 37,571 — 37,571 Deferred tax liabilities — — — — — — — 722 — 722 — — 30,040 — 30,040 Intercompany payables — 6,747,134 9,249,711 (15,996,845) — — 5,424,862 6,116,118 (11,540,980) — — 7,411,124 3,929,207 (11,340,331) — Total Liability 5,489 9,444,836 9,912,364 (15,996,845) 3,365,844 2,938 8,559,319 7,063,132 (11,540,980) 4,084,409 59,831 11,555,334 5,528,067 (11,340,331) 5,802,901 Total shareholder’s equity 3,976,895 1,627,704 6,508,182 (8,135,886) 3,976,895 4,753,254 3,287,131 6,221,999 (9,509,130) 4,753,254 5,847,124 3,508,431 8,281,190 (11,789,621) 5,847,124 Selected Consolidated Statement of Comprehensive Income (Loss) Data Year ended December 31, 2021 Year ended of December 31, 2022 Year ended December 31, 2023 Consolidated Consolidated Consolidated VIEs, VIEs, VIEs, The Trusts and Group The Trusts and Group The Trusts and Group Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands) (in thousands) (in thousands) Total net revenue — 1,388,256 2,238,209 — 3,626,465 — 1,350,810 2,212,140 — 3,562,950 — 1,500,275 3,314,609 — 4,814,884 Intercompany revenues — 72,826 1,357,422 (1,430,248) — — 61,267 857,646 (918,913) — — 59,711 1,131,338 (1,191,049) — Origination and servicing, general and administrative and sales and marketing expenses (9,578) (394,031) (1,768,086) — (2,171,695) (8,739) (330,622) (1,974,353) — (2,313,714) (5,899) (816,332) (2,246,668) — (3,068,899) Intercompany costs — (899,267) (530,981) 1,430,248 — — (492,732) (426,181) 918,913 — — (465,773) (725,276) 1,191,049 — Net income (loss) 825,407 (130,549) 962,420 (831,871) 825,407 811,996 306,566 511,016 (817,582) 811,996 1,186,794 32,028 1,158,470 (1,190,498) 1,186,794 8 Table of Contents The following table presents the roll-forward of investments in our consolidated VIEs, Trusts and Partnership and subsidiaries in FY 2021, FY 2022 and FY 2023. Investments in Consolidated VIEs, Trusts and Partnerships and subsidiaries RMB in thousands Balance as of December 31, 2020 2,067,922 Equity in earnings of the Consolidated VIEs, Trusts and Partnerships 695,893 Equity in earnings of subsidiaries 135,977 Balance as of December 31, 2021 2,899,792 Equity in earnings of the Consolidated VIEs, Trusts and Partnerships 738,032 Equity in earnings of subsidiaries 79,550 Balance as of December 31, 2022 3,717,374 Equity in earnings of the Consolidated VIEs, Trusts and Partnerships 438,091 Equity in earnings of subsidiaries 752,407 Dividend distributed from subsidiaries (50,252) Balance as of December 31, 2023 4,857,620 Consolidated VIEs, The Trusts and Company Partnerships Subsidiaries Amount due from (due to) Consolidated VIEs, Trusts and Partnerships and subsidiaries RMB in thousands RMB in thousands RMB in thousands Balance as of December 31, 2020 1,008,811 (1,359,821) 351,010 The Company transferred to the subsidiaries (4,545) — 4,545 The Consolidated VIEs, Trusts and Partnerships transferred to the subsidiaries — 701,508 (701,508) Intercompany transactions 96,661 (784,924) 688,263 Impact of foreign exchange rate (23,478) — 23,478 Balance as of December 31, 2021 1,077,449 (1,443,237) 365,788 The Company transferred to the subsidiaries (164,708) — 164,708 The Consolidated VIEs, Trusts and Partnerships transferred to the subsidiaries — 277,495 (277,495) Intercompany transactions 23,157 211,371 (234,528) Impact of foreign exchange rate 88,214 — (88,214) Balance as of December 31, 2022 1,024,112 (954,371) (69,741) The Company transferred to the subsidiaries (74,702) — 74,702 The Consolidated VIEs, Trusts and Partnerships transferred to the subsidiaries — 1,171,533 (1,171,533) The subsidiaries transferred to Consolidated VIEs, Trusts and Partnerships — (1,460,639) 1,460,639 Intercompany transactions (741) (82,875) 83,616 Impact of foreign exchange rate 99,053 — (99,053) Balance as of December 31, 2023 1,047,722 (1,326,352) 278,630 Transfers of Cash through Our Organizations X Financial is a holding company with no operations of its own.

Selected Consolidated Statement of Balance Sheet Data As of December 31, 2022 As of December 31, 2023 As of December 31, 2024 Consolidated Consolidated Consolidated VIEs, VIEs, VIEs, The Trusts and Group The Trusts and Group The Trusts and Group Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands) (in thousands) (in thousands) Cash and cash equivalents 14,280 116,524 471,467 — 602,271 1,202 295,278 898,872 — 1,195,352 1,360 180,684 802,567 — 984,611 Restricted cash, net — 403,439 1,250 — 404,689 — 716,870 32,200 — 749,070 — 532,604 144,189 — 676,793 Accounts receivable and contract assets, net — 65,290 1,096,622 — 1,161,912 — 83,535 1,576,053 — 1,659,588 — 74,751 1,954,799 — 2,029,550 Loans receivable from Xiaoying Credit Loans and other loans, net — 3,777,595 32,798 — 3,810,393 — 4,876,731 71,102 — 4,947,833 — 4,775,127 53,190 — 4,828,317 Loan receivable from Xiaoying Housing Loans, net — 10,061 — — 10,061 — 8,657 — — 8,657 — — — — — Loans at fair value — 120,280 — — 120,280 — — — — — — — — — — Deposits to institutional cooperators, net — — 1,770,317 — 1,770,317 — — 1,702,472 — 1,702,472 — — 1,958,297 — 1,958,297 Prepaid expenses and other current assets 426 53,328 17,328 — 71,082 411 25,281 23,076 — 48,768 391 19,491 14,196 — 34,078 Deferred tax assets, net — 2,277 86,151 — 88,428 — 118,587 17,371 — 135,958 — 174,396 23,317 — 197,713 Long-term investments — 495,995 — — 495,995 — 493,411 — — 493,411 — 498,038 — — 498,038 Financial investments — — 192,620 — 192,620 — — 608,198 — 608,198 — 33,428 480,048 — 513,476 Property and equipment, net — 605 5,256 — 5,861 — 1,055 7,588 — 8,643 — 1,138 14,695 — 15,833 Intangible assets, net — 28,712 7,838 — 36,550 — 28,153 8,657 — 36,810 — 27,706 8,887 — 36,593 Other non-current assets — 2,470 64,734 — 67,204 — 23 55,242 — 55,265 — 22 44,929 — 44,951 Financial guarantee derivative — — — — — — — — — — — — 1,038 — 1,038 Intercompany receivables 1,024,112 4,470,491 6,046,377 (11,540,980) — 1,047,722 6,084,772 4,207,837 (11,340,331) — 910,228 3,511,778 4,438,533 (8,860,539) — Investments in Consolidated VIEs, Trusts and Partnerships and subsidiaries 3,717,374 2,299,383 3,492,373 (9,509,130) — 4,857,620 2,331,412 4,600,589 (11,789,621) — 6,286,783 2,487,967 5,873,197 (14,647,947) — Total Assets 4,756,192 11,846,450 13,285,131 (21,050,110) 8,837,663 5,906,955 15,063,765 13,809,257 (23,129,952) 11,650,025 7,198,762 12,317,130 15,811,882 (23,508,486) 11,819,288 As of December 31, 2022 As of December 31, 2023 As of December 31, 2024 Consolidated Consolidated Consolidated VIEs, VIEs, VIEs, The Trusts and Group The Trusts and Group The Trusts and Group Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands) (in thousands) Payable to investors and institutional funding partners at amortized cost — 2,627,910 — — 2,627,910 — 3,584,041 — — 3,584,041 — 2,184,086 — — 2,184,086 Payable to investors at fair value — 141,289 — — 141,289 — — — — — — — — — — Guarantee liabilities — — — — — — — 61,907 — 61,907 — — 187,641 — 187,641 Financial guarantee derivative — 107,890 — — 107,890 — — — — — — — — — — Deferred guarantee income — — — — — — — 46,597 — 46,597 — — 164,725 — 164,725 Short-term borrowings — 20,000 50,209 — 70,209 — 320,000 245,000 — 565,000 — 10,000 318,500 — 328,500 Accrued payroll and welfare — 12,047 51,634 — 63,681 — 15,011 71,760 — 86,771 — 18,482 76,235 — 94,717 Other taxes payable — 123,106 132,585 — 255,691 — 126,901 162,920 — 289,821 — 119,684 160,309 — 279,993 Income taxes payable (receivable) — (1,872) 271,960 — 270,088 — 28,267 418,233 — 446,500 — 174,426 417,065 — 591,491 Deposit payable to channel cooperators — — 19,700 — 19,700 — — 19,700 — 19,700 — — 12,016 — 12,016 Dividend payable — — — — — 59,226 — — — 59,226 — — — — — Accrued expenses and other current liabilities 2,938 102,150 370,948 — 476,036 605 69,990 505,132 — 575,727 245,607 94,826 589,057 — 929,490 Other non-current liabilities — 1,937 49,256 — 51,193 — — 37,571 — 37,571 — — 27,516 — 27,516 Deferred tax liabilities — — 722 — 722 — — 30,040 — 30,040 — 643 65,316 — 65,959 Intercompany payables — 5,424,862 6,116,118 (11,540,980) — — 7,411,124 3,929,207 (11,340,331) — — 5,639,171 3,221,368 (8,860,539) — Total Liability 2,938 8,559,319 7,063,132 (11,540,980) 4,084,409 59,831 11,555,334 5,528,067 (11,340,331) 5,802,901 245,607 8,241,318 5,239,748 (8,860,539) 4,866,134 Total shareholder’s equity 4,753,254 3,287,131 6,221,999 (9,509,130) 4,753,254 5,847,124 3,508,431 8,281,190 (11,789,621) 5,847,124 6,953,155 4,075,812 10,572,134 (14,647,947) 6,953,154 Selected Consolidated Statement of Comprehensive Income Data Year ended December 31, 2022 Year ended of December 31, 2023 Year ended December 31, 2024 Consolidated Consolidated Consolidated VIEs, VIEs, VIEs, The Trusts and Group The Trusts and Group The Trusts and Group Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated Company Partnerships Subsidiaries Eliminations Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands) (in thousands) (in thousands) Total net revenue — 1,350,810 2,212,140 — 3,562,950 — 1,500,275 3,314,609 — 4,814,884 — 1,809,619 4,062,163 — 5,871,782 Intercompany revenues — 61,267 857,646 (918,913) — — 59,711 1,131,338 (1,191,049) — — 76,661 544,729 (621,390) — Origination and servicing, general and administrative and sales and marketing expenses (8,739) (330,622) (1,974,353) — (2,313,714) (5,899) (816,332) (2,246,668) — (3,068,899) (7,503) (896,578) (2,592,463) — (3,496,544) Intercompany costs — (492,732) (426,181) 918,913 — — (465,773) (725,276) 1,191,049 — — (544,070) (77,320) 621,390 — Net income 811,996 306,566 511,016 (817,582) 811,996 1,186,794 32,028 1,158,470 (1,190,498) 1,186,794 1,539,906 156,556 1,390,946 (1,547,502) 1,539,906 8 Table of Contents The following table presents the roll-forward of investments in our consolidated VIEs, Trusts and Partnership and subsidiaries in FY 2022, FY 2023 and FY 2024. Investments in Consolidated VIEs, Trusts and Partnerships and subsidiaries RMB in thousands Balance as of December 31, 2021 2,899,792 Equity in earnings of the Consolidated VIEs, Trusts and Partnerships 738,032 Equity in earnings of subsidiaries 79,550 Balance as of December 31, 2022 3,717,374 Equity in earnings of the Consolidated VIEs, Trusts and Partnerships 438,091 Equity in earnings of subsidiaries 752,407 Dividend distributed from subsidiaries (50,252) Balance as of December 31, 2023 4,857,620 Equity in earnings of the Consolidated VIEs, Trusts and Partnerships 623,965 Equity in earnings of subsidiaries 923,537 Dividend distributed from subsidiaries (118,339) Balance as of December 31, 2024 6,286,783 Consolidated VIEs, The Trusts and Company Partnerships Subsidiaries Amount due from (due to) Consolidated VIEs, Trusts and Partnerships and subsidiaries RMB in thousands RMB in thousands RMB in thousands Balance as of December 31, 2021 1,077,449 (1,443,237) 365,788 The Company transferred to the subsidiaries (164,708) — 164,708 The Consolidated VIEs, Trusts and Partnerships transferred to the subsidiaries — 277,495 (277,495) Intercompany transactions 23,157 211,371 (234,528) Impact of foreign exchange rate 88,214 — (88,214) Balance as of December 31, 2022 1,024,112 (954,371) (69,741) The Company transferred to the subsidiaries (74,702) — 74,702 The Consolidated VIEs, Trusts and Partnerships transferred to the subsidiaries — 1,171,533 (1,171,533) — (1,460,639) 1,460,639 Intercompany transactions (741) (82,875) 83,616 Impact of foreign exchange rate 99,053 — (99,053) Balance as of December 31, 2023 1,047,722 (1,326,352) 278,630 The Company transferred to the subsidiaries (188,679) — 188,679 The Consolidated VIEs, Trusts and Partnerships transferred to the subsidiaries — 1,199,360 (1,199,360) The subsidiaries transferred to Consolidated VIEs, Trusts and Partnerships — (1,881,194) 1,881,194 Intercompany transactions (491) (119,207) 119,698 Impact of foreign exchange rate 51,676 — (51,676) Balance as of December 31, 2024 910,228 (2,127,393) 1,217,165 Transfers of Cash through Our Organizations X Financial is a holding company with no operations of its own.

As of December 31, 2023, holders of our outstanding options and other equity incentives were entitled to purchase a total of 20,113,468 ordinary shares. As a result, we incurred share-based compensation expense of RMB42.6 million (US$6.0 million) during the year ended December 31, 2023.

As of December 31, 2024, holders of our outstanding options and other equity incentives were entitled to purchase a total of 17,378,784 ordinary shares. As a result, we incurred share-based compensation expense of RMB40.2 million (US$5.5 million) during the year ended December 31, 2024.

However, we do not believe that such actions would result in the liquidation or dissolution of the Company, our wholly-owned subsidiaries in Chinese Mainland or our consolidated VIEs or their subsidiaries. See “Item 4. Information on the Company—4.C. Organizational Structure—Contractual Arrangements with Consolidated VIEs and their Shareholders.” 44 Table of Contents We do not hold equity interests in the VIEs.

If any of such financial institutional cooperators ceases business collaboration with us, it may adversely affect our relationship with our users and institutional funding partners.

If any of such financial institutional cooperators ceases business collaboration with us, it may adversely affect our relationship with our users and institutional funding partners. The protections offered by our financial institutional cooperators on our loan products significantly enhance the confidence of our institutional funding partners.

We may not make any investments, acquisitions or international expansion, or, alternatively, any future investments, acquisitions or international expansion may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. 39 Table of Contents Our business depends on the continued efforts of our senior management and key technology development personnel.

… 204 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

86 edited+48 added−24 removed49 unchanged

2023 filing

2024 filing

We have expanded our cooperation with high-quality external financing guarantee companies that provide guarantee services to protect institutional funding partners from losses incurred from borrowers’ defaults and charge guarantee fees from borrowers. A portion of guarantee fees will be subsequently paid to us by the external financing guarantee companies as the service fee.

We have expanded our cooperation with high-quality external financing guarantee companies that provide guarantee services to protect institutional funding partners from losses incurred from borrowers’ defaults and charge guarantee fees to borrowers. A portion of guarantee fees will be subsequently paid to us by the external financing guarantee companies as the service fee.

Provision for contingent guarantee Provision for contingent guarantee liabilities in 2023 was RMB67.5 million (US$9.5 million) due to an increase in guarantee liability arising from financing guarantee business operated by a subsidiary which holds the financing guarantee license and commenced the financing guarantee business in 2023.

Provision for contingent guarantee liabilities Provision for contingent guarantee liabilities in 2023 was RMB67.5 million (US$9.5 million) due to an increase in guarantee liability arising from financing guarantee business operated by a subsidiary which holds the financing guarantee license and commenced the financing guarantee business in 2023.

Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future. There was no hyperinflation that impacted the operations of company in the past three fiscal years. Taxation Cayman Islands We are incorporated in the Cayman Islands.

Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future. There was no hyperinflation that impacted the operations of the company in the past three fiscal years. Taxation Cayman Islands We are incorporated in the Cayman Islands.

Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2023 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition. 5.E.

Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition. 5.E.

Our Beijing WFOE will not be able to pay dividends until it generate accumulated profits and meet the requirements for statutory reserve funds or general risk reserves. 5.C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Our Technology and IT Infrastructure” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” 5.D.

Our Beijing WFOE will not be able to pay dividends until it generates accumulated profits and meet the requirements for statutory reserve funds or general risk reserves. 5.C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Our Technology and IT Infrastructure” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” 5.D.

The following table provides the delinquency rates for Xiaoying Credit Loan as of the respective dates indicated. December 31, 2021 2022 2023 Delinquent for 31-60 days 1.48 % 1.02 % 1.57 % To make the delinquency rate by balance comparable to our peers, we also define the delinquency rate as the balance of the outstanding principal and accrued outstanding interest for loans that were 31 to 90 and 91 to 180 days past due as a percentage of the total balance of outstanding principal and accrued outstanding interest for the loans we facilitated as of a specific date.

The following table provides the delinquency rates for Xiaoying Credit Loan as of the respective dates indicated. December 31, 2022 2023 2024 Delinquent for 31-60 days 1.02 % 1.57 % 1.17 % To make the delinquency rate by balance comparable to our peers, we also define the delinquency rate as the balance of the outstanding principal and accrued outstanding interest for loans that were 31 to 90 and 91 to 180 days past due as a percentage of the total balance of outstanding principal and accrued outstanding interest for the loans we facilitated as of a specific date.

Variable considerations of revenue recognition For the loans facilitated that we collected service fee indirectly through external financing guarantee company or directly from institutional funding partner, our transaction price includes variable consideration in the form of default risk of the borrowers and prepayment risk of the borrowers.

Variable considerations of revenue recognition For the loans facilitated that we collected service fee indirectly through external financing guarantee company or directly from institutional funding partner, our transaction price includes variable consideration adjusted for default risk of the borrowers and prepayment risk of the borrowers.

A change in our ability to attract or retain borrowers, or a change in the acquisition cost of such borrowers, may potentially affect our revenue and profitability. Loan Pricing Our revenue and profitability are subject to the terms of our loan products, including the rate of service fees or interest fees charged, loan durations and the size of loan products.

A change in our ability to attract or retain borrowers, or a change in the acquisition cost of such borrowers, may potentially affect our revenue and profitability. 105 Table of Contents Loan Pricing Our revenue and profitability are subject to the terms of our loan products, including the rate of service fees or interest fees charged, loan durations and the size of loan products.

Material Cash Requirements Our material cash requirements as of December 31, 2023 and any subsequent interim period primarily include contractual obligations, including operating lease obligations and short-term borrowings.

Material Cash Requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include contractual obligations, including operating lease obligations and short-term borrowings.

Change in fair value of financial guarantee derivative decreased from RMB137.7 million in 2022 to RMB25.0 million (US$3.5 million) in 2023, primarily due to the decline in fair value gain realized as a result of the release of guarantee obligation in 2023 as our company group settled the remaining business of Shenzhen Xintang (VIE) in the first quarter of 2023.

Change in fair value of financial guarantee derivative decreased from RMB137.7 million in 2022 to RMB25.0 million (US$3.5 million) in 2023, primarily due to the decline in fair value gain realized as a result of the release of obligation in 2023 as we settled the remaining business of Shenzhen Xintang (VIE) in the first quarter of 2023.

This may affect borrowers’ repayment capability and their willingness to seek loans, which may potentially affect the delinquency rates. The regulatory environment for the online personal finance industry in Chinese Mainland is developing and evolving, creating both challenges and opportunities that could affect our financial performance.

This may affect borrowers’ repayment capability and their willingness to seek loans, which may potentially affect the delinquency rates. 104 Table of Contents The regulatory environment for the online personal finance industry in Chinese Mainland is developing and evolving, creating both challenges and opportunities that could affect our financial performance.

When estimates the loss rates and the prepayment rates, we also considers the historical loss or prepayment experience period, the weighted multiple macroeconomic forecast scenarios over the life of the loans and selected economic variables. 128 Table of Contents The increase in the expected loss rates and expected prepayment rates, of the underlying off-balance sheet loans will result in the decrease in revenue recognized.

When estimates the loss rates and the prepayment rates, we also consider the historical loss or prepayment experience period, the weighted multiple macroeconomic forecast scenarios over the life of the loans and selected economic variables. 122 Table of Contents The increase in the expected loss rates and expected prepayment rates, of the underlying off-balance sheet loans will result in the decrease in revenue recognized.

During the year ended December 31, 2022 and 2023, when our estimates of the expected loss rates and expected prepayment rates for loan facilitation service increased/decreased by 0.5% while holding all other estimates constant, our loan facilitation service revenue would decrease/increase by approximately RMB 51 million and RMB 69 million, respectively.

During the year ended December 31, 2023 and 2024, when our estimates of the expected loss rates and expected prepayment rates for loan facilitation service increased/decreased by 0.5% while holding all other estimates constant, our loan facilitation service revenue would decrease/increase by approximately RMB 69 million and RMB28 million, respectively.

Our estimate of the key assumptions related to credit losses did not change significantly throughout the periods presented. 129 Table of Contents

Our estimate of the key assumptions related to credit losses did not change significantly throughout the periods presented. 123 Table of Contents

We will make such payments to the investors and instutiaonal funding partners if and when we receive the related loan payments from borrowers.

We will make such payments to the investors and intuitional funding partners if and when we receive the related loan payments from borrowers.

Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees other than the guarantee liabilities originated from the financial guarantee businesses as of December 31, 2023. 127 Table of Contents Holding Company Structure X Financial is a holding company with no material operations of its own.

Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees other than the contingent guarantee liabilities originated from the financial guarantee businesses as of December 31, 2024. 121 Table of Contents Holding Company Structure X Financial is a holding company with no material operations of its own.

Loans that have been charged-off are included in the calculation of vintage delinquency rates. The following chart displays the historical cumulative 91-day plus past due delinquency rates by loan origination vintage for all continuing Xiaoying Credit Loan facilitated through our platform up to December 31, 2023.

Loans that have been charged-off are included in the calculation of vintage delinquency rates. 107 Table of Contents The following chart displays the historical cumulative 91-day plus past due delinquency rates by loan origination vintage for all continuing Xiaoying Credit Loan facilitated through our platform up to December 31, 2024.

The delinquency rate for all outstanding loans on our platform that were 31-60 days past due decreased from 1.48% as of December 31, 2021 to 1.02% as of December 31, 2022, and then increased to 1.57% as of December 31, 2023.

The delinquency rate for all outstanding loans on our platform that were 31-60 days past due increased from 1.02% as of December 31, 2022 to 1.57% as of December 31, 2023, and then decreased to 1.17% as of December 31, 2024.

The delinquency rate for Xiaoying Credit Loan that were 91-180 days past due decreased from 2.62% as of December 31, 2021 to 1.94% as of December 31, 2022, and then increased to 3.12% as of December 31, 2023.

The delinquency rate for Xiaoying Credit Loan that were 91-180 days past due increased from 1.94% as of December 31, 2022 to 3.12% as of December 31, 2023, and then decreased to 2.48% as of December 31, 2024.

The following table provides the delinquency rates for Xiaoying Credit Loan as of the respective dates indicated. Delinquent for 31 - 90 days 91 - 180 days December 31, 2021 2.65 % 2.62 % December 31, 2022 1.79 % 1.94 % December 31, 2023 2.81 % 3.12 % The delinquency rate for Xiaoying Credit Loan that were 31-60 days past due decreased from 1.48% as of December 31, 2021 to 1.02% as of December 31, 2022, and then increased to 1.57% as of December 31, 2023.

The following table provides the delinquency rates for Xiaoying Credit Loan as of the respective dates indicated. Delinquent for 31 - 90 days 91 - 180 days December 31, 2022 1.79 % 1.94 % December 31, 2023 2.81 % 3.12 % December 31, 2024 2.09 % 2.48 % The delinquency rate for Xiaoying Credit Loan that were 31-60 days past due increased from 1.02% as of December 31, 2022 to 1.57% as of December 31, 2023, and then decreased to 1.17% as of December 31, 2024.

In 2021, 2022 and 2023, we have facilitated RMB51,859 million, RMB73,655 million and RMB105,557 million of loans on our platform, respectively. We are a leading player in the online personal finance industry. To date, we rely on attractive fee rates, products and services to acquire new borrowers. We also utilize various marketing efforts to attract and retain borrowers.

In 2022, 2023 and 2024, we have facilitated RMB73,655 million, RMB105,557 million and RMB104,889 million of loans on our platform, respectively. We are a leading player in the online personal finance industry. To date, we rely on attractive fee rates, products and services to acquire new borrowers. We also utilize various marketing efforts to attract and retain borrowers.

The delinquency rate for Xiaoying Credit Loan that were 31-90 days past due decreased from 2.65% as of December 31, 2021 to 1.79% as of December 31, 2022, and then increased to 2.81% as of December 31, 2023.

The delinquency rate for Xiaoying Credit Loan that were 31-90 days past due increased from 1.79% as of December 31, 2022 to 2.81% as of December 31, 2023, and then decreased to 2.09% as of December 31, 2024.

Allowance for credit losses of loans receivables from Xiaoying Credit Loans and other loans We establishes the Allowance for credit losses (“ACL”) by applying a current expected credit losses methodology, which is based on past events, current conditions, and reasonable and supportable forecasts over the life of the loans.

Allowance for credit losses of loans receivables from Xiaoying Credit Loans and other loans and contingent guarantee liabilities We establish the Allowance for credit losses (“ACL”) by applying a current expected credit losses methodology, which is based on past events, current conditions, and reasonable and supportable forecasts over the life of the loans.

In 2022, the difference between our cash provided by operating activities and our net income of RMB812.0 million (US$117.7 million) in 2022 resulted mainly from (i) the increase of accounts receivable and contract assets of RMB436.3 million (US$63.3 million),and (ii) the change of financial guarantee derivatives due to the lag between payments to the financing guarantee companies and the collection of monthly guarantee derivative of RMB223.9 million (US$32.5 million), which were partially offsets by (i) the deferred tax expenses of RMB195.6 million (US$28.4 million), (ii) provisions for loans receivable from Xiaoying Credit Loans and other loans of RMB164.6 million (US$23.9 million), and(iii) the decrease in prepaid expenses and other current assets of RMB121.8 million (US$17.7 million) due to the decrease of prepaid expenses to various service providers in 2022.

In 2022, the difference between our cash provided by operating activities and our net income of RMB812.0 million in 2022 resulted mainly from (i) the increase of accounts receivable and contract assets of RMB436.3 million, and (ii) the change of financial guarantee derivatives due to the lag between payments to the financing guarantee companies and the collection of monthly guarantee derivative of RMB223.9 million, which were partially offsets by (i) the deferred tax expenses of RMB202,3 million, (ii) provisions for loans receivable from Xiaoying Credit Loans and other loans of RMB164.6 million, and (iii) the decrease in prepaid expenses and other current assets of RMB121.8 million due to the decrease of prepaid expenses to various service providers in 2022.

According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index were increases of 1.5% and 1.8% for December 2021 and 2022, respectively, and decrease of 0.3% for December 2023.

According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index were increases of 1.8% for December 2022, decrease of 0.3% for December 2023, and increase of 0.1% for December 2024.

Please see “Leases” under Note 2 to our audited consolidated financial statements Our remaining subscribed capital contribution in a VC fund was US$2,555,605 by the end of 2023, which has been paid as of the date of this annual report. Payables to investors and instutiaonal funding partners have been excluded from the table above.

Please see “Leases” under Note 2 to our audited consolidated financial statements Our remaining subscribed capital contribution in a VC fund was nil by the end of 2024, which has been paid as of the date of this annual report. Payables to investors and intuitional funding partners have been excluded from the table above.

Accrued expenses and other current liabilities increased from RMB269.0 million in 2021 to RMB476.0 million in 2022. Hyperinflation Since our inception, inflation in China has not materially affected our results of operations.

Accrued expenses and other current liabilities increased from RMB476.0 million in 2022 to RMB575.7 million in 2023. Hyperinflation Since our inception, inflation in China has not materially affected our results of operations.

Liquidity and Capital Resources To date, we have financed our operations primarily through cash generated by operating activities and proceeds from issuance and sales of our shares. As of December 31, 2021, 2022 and 2023, we had RMB584.8 million, RMB602.3 million and RMB1,195.4 million (US$168.4 million), respectively, in cash and cash equivalents.

Liquidity and Capital Resources To date, we have financed our operations primarily through cash generated by operating activities and proceeds from issuance and sales of our shares. As of December 31, 2022, 2023 and 2024, we had RMB602.3 million, RMB1,195.4 million and RMB984.6 million (US$134.9 million), respectively, in cash and cash equivalents.

In 2021, 98.0% of the total funding for loans we facilitated were provided by institutional funding partners, 2.0% were provided by our own funds. In 2022, 97.3% of the total funding for loans we facilitated were provided by institutional funding partners, 2.7% were provided by our own funds.

In 2022, 97.3% of the total funding for loans we facilitated were provided by institutional funding partners, 2.7% were provided by our own funds. In 2023, 97.2% of the total funding for loans we facilitated were provided by institutional funding partners, 2.8% were provided by our own funds.

Provision for loans receivable from Xiaoying Credit Loans and other loans Provision for loan receivables from Xiaoying Credit Loans and other loans increased from RMB76.4 million in 2021 to RMB164.6 million (US$23.9 million) in 2022, primarily due to an increase in loans receivable held by us as a result of the increase in the total loan amount facilitated and originated this year compared with 2021.

Provision for loans receivable from Xiaoying Credit Loans and other loans Provision for loan receivables from Xiaoying Credit Loans and other loans increased from RMB164.6 million in 2022 to RMB233.4 million (US$32.9 million) in 2023, primarily due to an increase in loans receivable held by the Company as a result of the increase in the total loan amount facilitated and originated this year and in estimated default rate compared with 2022.

See “ Item 3. Key Information—3.D. Risk Factors—Risks Relating to Doing Business in China—We may be treated as a resident enterprise for Chinese Mainland tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to Chinese Mainland income tax on our global income. ” 5.B.

Risk Factors—Risks Relating to Doing Business in China—We may be treated as a resident enterprise for Chinese Mainland tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to Chinese Mainland income tax on our global income. ” 118 Table of Contents 5.B.

Due to the relatively short history of online personal finance industry in Chinese Mainland, a comprehensive regulatory framework governing our industry is under development by the Chinese Mainland government. See “ Item 3. Key Information—3.D. Risk Factors—Risks Relating to Our Business and Industry ” for details.

This trend supports long-term sustainability and reinforces our role in enabling efficient credit delivery. Due to the relatively short history of online personal finance industry in Chinese Mainland, a comprehensive regulatory framework governing our industry is under development by the Chinese Mainland government. See “ Item 3. Key Information—3.D. Risk Factors—Risks Relating to Our Business and Industry ” for details.

In 2023, 97.2% of the total funding for loans we facilitated were provided by institutional funding partners, 2.8% were provided by our own funds. Relationship with Financial Institutional cooperators Our collaboration with financial institutional cooperators is an important factor affecting our results of operations.

In 2024, 95.9% of the total funding for loans we facilitated were provided by institutional funding partners, 4.1% were provided by our own funds. Relationship with Financial Institutional cooperators Our collaboration with financial institutional cooperators is an important factor affecting our results of operations.

For the loans provided by Xiaoying Microcredit, during the year ended December 31, 2022 and 2023, when change in one of our estimates or a combined effect of changes of multiple estimates, which results in a 0.5% increase/decrease in the expected loss rates while holding all other estimates constant, there would be approximately RMB 9 million and RMB 7 million, respectively, pre-tax impact to our consolidated results of operations.

For contingent guarantee liabilities, during the year ended December 31, 2023 and 2024, when change in one of our estimates or a combined effect of changes of multiple estimates, which results in a 0.5% increase/decrease in the expected loss rates while holding all other estimates constant, there would be approximately RMB3 million and RMB12 million decrease/increase, respectively, pre-tax impact to our consolidated results of operations.

We are also subject to surcharges on VAT payments in accordance with Chinese Mainland law. VAT has been phased in since May 2012 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not subject to business tax on the services we provide.

VAT has been phased in since May 2012 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not subject to business tax on the services we provide.

Cash used in investing activities was RMB913.4 million (US$132.4 million) in 2022, which was primarily attributable to (i) an aggregate amount of RMB8,281.1 million (US$1,200.7 million) for the principal payment of loans at fair value and loans receivables under Consolidated trust and partnership model, and (ii) purchase of financial investments of RMB90.5 million (US$13.1 million), which partially offset by (i) an aggregate amount of RMB7,352.7 million (US$1066.0 million) for principal collection of loans at fair value and loans receivables under Consolidated trust and partnership model, and (ii) the collection of loans’ earnings rights from a related party of RMB100.0 million (US$14.5 million).

Cash used in investing activities was RMB1,217.5 million in 2022, which was primarily attributable to (i) an aggregate amount of RMB8,281.1 million for the principal payment of loans at fair value and loans receivables under Consolidated trust and partnership model, (ii) an aggregate amount of RMB299.3 million for loans made to customers and principal collections of loans receivables provided by Xiaoying Microcredit, and (iii) purchase of financial investments of RMB90.5 million, which partially offset by (i) an aggregate amount of RMB7,352.7 million for principal collection of loans at fair value and loans receivables under Consolidated trust and partnership model, and (ii) the collection of loans’ earnings rights from a related party of RMB100.0 million.

Since Shenzhen Xintang (VIE) did not renew its financing guarantee license in 2022, our company group settled the remaining business of Shenzhen Xintang (VIE) in the first quarter of 2023 with no outstanding balance of financial guarantee derivative as of December 2023. Deferred guarantee income.

Investing Activities Cash used in investing activities was RMB1,106.3 million (US$155.8 million) in 2023, which was primarily attributable to (i) an aggregate amount of RMB9,160.4 million (US$1,290.2 million) for the principal payment of loans at fair value and loans receivables under Consolidated trust and partnership model, and (ii) purchase of financial investments of RMB424.1 million (US$59.7 million), which partially offset by (i) an aggregate amount of RMB8,486.7 million (US$1,195.3 million) for principal collection of loans at fair value and loans receivables under Consolidated trust and partnership model.

Cash used in investing activities was RMB1,683.6 million in 2023, which was primarily attributable to (i) an aggregate amount of RMB9,160.4 million for the principal payment of loans at fair value and loans receivables under Consolidated trust and partnership model, (ii) an aggregate amount of RMB577.3 million for loans made to customers and principal collections of loans receivables provided by Xiaoying Microcredit, and (iii) purchase of financial investments of RMB424.1 million, which partially offset by an aggregate amount of RMB8,486.7 million for principal collection of loans at fair value and loans receivables under Consolidated trust and partnership model.

The number of active borrowers on our platform increased from 2,371,537 borrowers in 2021 to 3,326,774 borrowers in 2022, and then further increased to 4,495,997 borrowers in 2023, of which 1,543,794 or 65.1%, 2,100,641 or 63.1%, and 2,853,149 or 63.5% were new borrowers, respectively.

The number of active borrowers on our platform increased from 3,326,774 borrowers in 2022 to 4,495,997 borrowers in 2023, and then further increased to 5,231,887 borrowers in 2024, of which 2,100,641 or 63.1%, 2,853,149 or 63.5%, and 3,180,028 or 60.8% were new borrowers, respectively.

For loans facilitated through the Consolidated Trusts and Partnerships, during the year ended December 31, 2022 and 2023, when change in one of our estimates or a combined effect of changes of multiple estimates, which results in a 0.5% increase/decrease in the probability of default while holding all other estimates constant, there would be approximately RMB 14 million and RMB 18 million, respectively, pre-tax impact to our consolidated results of operations.

For loans receivables are covered by the financing guarantee company, during the year ended December 31, 2023 and 2024, when change in one of our estimates or a combined effect of changes of multiple estimates, which results in a 0.5% increase/decrease in the probability of default while holding all other estimates constant, there would be approximately RMB18 million and RMB17 million decrease/increase, respectively, pre-tax impact to our consolidated results of operations.

We benefit from the protection of credit insurance or guarantee service which is provided by our financial institutional cooperators to investors or institutional funding in the event of borrower’s default. Substantially all of our financial institutional cooperators have at least AA+ credit rating issued by renowned rating companies.

Net Income As a result of the foregoing, our net income increased from RMB812.0 million in 2022 to RMB1,186.8 million (US$167.2 million) in 2023.

Net Income As a result of the foregoing, our net income increased from RMB1,186.8 million in 2023 to RMB1,539.9 million (US$211.0 million) in 2024.

In 2023, the difference between our cash provided by operating activities and our net income of RMB1,186.8 million (US$167.2 million) in 2023 resulted mainly from (i) the increase of accounts receivable and contract assets of RMB509.9 million (US$71.8 million), and (ii) the increase of loan receivable from Xiaoying Credit Loans and other loans provided by Xiaoying Microcredit of RMB577.3 million (US$81.3 million), which were partially offsets by (i) provisions for loans receivable from Xiaoying Credit Loans and other loans of RMB233.4 million (US$32.9 million), (ii) the increase of income taxes payable of RMB176.4 million (US$24.8 million), (iii) the decrease in accrued expenses and other current liabilities of RMB97.3 million (US$13.7 million), (iv) the decrease in deposits to institutional cooperators of RMB68.5 million (US$9.7 million), (v) the increase in guarantee liabilities of RMB61.9 million (US$8.7 million) and (vi) the increase in deferred guarantee income of RMB46.6 million (US$6.6 million). 125 Table of Contents Cash provided by operating activities was RMB322.7 million (US$46.8 million) in 2022.

In 2023, the difference between our cash provided by operating activities and our net income of RMB1,186.8 million in 2023 resulted mainly from (i) the increase of accounts receivable and contract assets of RMB509.9 million, and, which were partially offsets by (i) provisions for loans receivable from Xiaoying Credit Loans and other loans of RMB233.4 million, (ii) the increase of income taxes payable of RMB176.4 million, (iii) the increase in accrued expenses and other current liabilities of RMB92.4 million, (iv) the decrease in deposits to institutional cooperators of RMB68.5 million, (v) the provision for contingent guarantee liabilities of RMB67.5 million and (vi) the increase in deferred guarantee income of RMB46.6 million.

Post-origination Service Post-origination service fees increased from RMB315.6 million in 2021 to RMB372.5 million (US$54.0 million) in 2022, primarily due to the cumulative effect of increased volume of loans facilitated during the year. Revenues from post-origination services are recognized on a straight-line basis over the term of the underlying loans as the services are being provided.

Post-origination Service Post-origination service fees increased from RMB596.6 million in 2023 to RMB759.5 million (US$104.1 million) in 2024, primarily due to the cumulative effect of increased volume of loans facilitated in the previous years. Revenues from post-origination services are recognized on a straight-line basis over the term of the underlying loans as the services are being provided.

Our payable to investors and institutional funding partners at amortized cost was RMB2,627.9 million and RMB3,584.0 million (US$504.8 million) as of December 31, 2022 and 2023 respectively, primarily due to an increase in the transaction volume in 2023.

Our payable to investors and institutional funding partners at amortized cost was RMB3,584.0 million and RMB2,184.1 million (US$299.2 million) as of December 31, 2023 and 2024 respectively, primarily due to a decrease in the transaction volume in 2024.

Our loans receivable from Xiaoying Credit Loans and other loans increased from RMB3,810.4 million as of December 31, 2022 to RMB4,947.8 million (US$696.9 million) as of December 31, 2023, primarily due to an increase in loans facilitated through Consolidated Trusts and Partnerships and an increase in loans provided by our own fund from our microcredit business.

Our loans receivable from Xiaoying Credit Loans and other loans decreased from RMB4,947.8 million as of December 31, 2023 to RMB4,828.3 million (US$661.5 million) as of December 31, 2024, primarily due to a decrease in loans facilitated through Consolidated Trusts and Partnerships, and partially offset by an increase in loans provided by our own fund from our microcredit business.

We are subject to value added tax, or VAT, at a rate of 6% on the services we provide to borrowers, investors and institutional funding partners, and at a rate of 13% on the commodities we sold on our online shopping mall, less any deductible VAT we have already paid or borne.

We are subject to value added tax, or VAT, at a rate of 6% on the services we provide to borrowers, investors and institutional funding partners, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with Chinese Mainland law.

Our payable to investors and institutional funding partners at amortized cost was RMB1,487.4 million and RMB2,627.9 million as of December 31, 2021 and 2022 respectively. Financial Guarantee Derivative.

Our payable to investors and institutional funding partners at amortized cost was RMB2,627.9 million and RMB3,584.0 million as of December 31, 2022 and 2023 respectively. Contingent guarantee liabilities.

The size of our borrower base directly affects the total amount of loans we facilitate and in turn the service fees that we collect.

Size of Borrower Base and Engagement Our revenues are dependent on our ability to acquire new borrowers and retain existing borrowers. The size of our borrower base directly affects the total amount of loans we facilitate and in turn the service fees that we collect.

Income Tax Expense Income tax expense decreased from RMB389.4 million in 2022 to RMB249.4 million (US$35.1million) in 2023, primarily due to the decrease of valuation allowance as a result of a change in judgment about the ability of our company group to utilize a beginning-of-the-year deferred tax asset in future years.

Income Tax Expense Income tax expense decreased from RMB396.1 million in 2022 to RMB261.1 million (US$36.8million) in 2023, primarily due to the decrease of valuation allowance as a result of a change in judgment about the ability of our company group to utilize a beginning-of-the-year deferred tax asset in future years. 115 Table of Contents Net Income As a result of the foregoing, our net income increased from RMB812.0 million in 2022 to RMB1,186.8 million (US$167.2 million) in 2023.

The following table sets forth our contractual obligations, including interest payments, as of December 31, 2023: Payment Due by Period Less than 1 More than 3 Total year 1-2 years 2-3 years years (RMB in thousands) Contractual Obligations: Operating lease obligations (1) 57,144,872 15,666,317 16,009,686 9,572,584 15,896,285 Short-term borrowings 591,770,972 591,770,972 — — — Note: (1) Operating lease obligations represent our obligations for office premises, which include all future cash outflows under ASC Topic 842, Leases.

The following table sets forth our contractual obligations, including interest payments, as of December 31, 2024: Payment Due by Period Less than 1 More than 3 Total year 1-2 years 2-3 years years (RMB in thousands) Contractual Obligations: Operating lease obligations (1) 44,984,098 15,691,876 12,414,733 11,926,988 4,950,501 Short-term borrowings 331,153,075 331,153,075 — — — Note: (1) Operating lease obligations represent our obligations for office premises, which include all future cash outflows under ASC Topic 842, Leases.

Other Revenue Other revenue increased from RMB179.9 million in 2022 to RMB315.5 million (US$44.4 million) in 2023, primarily due to an increase in referral service fee for introducing borrowers to other platforms. 117 Table of Contents Operating Expenses The following table sets forth our operating expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented. For the Year Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except for percentages) Operating costs and expenses: Origination and servicing 2,126,742 59.7 % 2,869,845 404,209 59.6 % General and administrative 171,524 4.8 % 186,515 26,270 3.9 % Sales and marketing 15,448 0.4 % 12,539 1,766 0.3 % (Reversal of) provision for contingent guarantee liabilities (14,000) (0.4) % 67,520 9,510 1.4 % Provision for accounts receivable and contract assets 21,836 0.6 % 12,234 1,723 0.3 % Reversal of provision for loan receivable from Xiaoying Housing Loans (6,066) (0.2) % (4,213) (593) (0.1) % Provision for loans receivable from Xiaoying Credit Loans and other loans 164,642 4.6 % 233,350 32,867 4.8 % (Reversal of) provision for credit losses on deposits to institutional cooperators 1,296 0.0 % (674) (95) (0.0) % (Reversal of) provision for credit losses for other financial assets (765) (0.0) % 86 12 0.0 % Total operating expenses 2,480,657 69.5 % 3,377,202 475,669 70.1 % Origination and servicing expenses Origination and servicing expenses increased from RMB2,126.7 million in 2022 to RMB2,869.8 million (US$404.2 million) in 2023, primarily due to the following factors: (i) an increase in commission fees and collection expenses resulting from the increase in total loan amount facilitated and originated this year, and (ii) an increase in interest expenses as a result of an increase in payable to institutional funding partners and investors.

Operating Expenses The following table sets forth our operating expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented. For the Year Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except for percentages) Operating costs and expenses: Origination and servicing 1,337,370 37.5 % 1,544,014 217,470 32.1 % Borrower acquisitions and marketing 833,109 23.4 % 1,370,942 193,093 28.5 % General and administrative 143,235 4.0 % 153,943 21,682 3.2 % (Reversal of) provision for contingent guarantee liabilities (14,000) (0.4) % 67,520 9,510 1.4 % Provision for accounts receivable and contract assets 21,836 0.6 % 12,234 1,723 0.3 % Reversal of provision for loan receivable from Xiaoying Housing Loans (6,066) (0.2) % (4,213) (593) (0.1) % Provision for loans receivable from Xiaoying Credit Loans and other loans 164,642 4.6 % 233,350 32,867 4.8 % Change in fair value of financial guarantee derivative (137,654) (3.9) % (24,966) (3,516) (0.5) % Fair value adjustments related to Consolidated Trusts 6,168 0.2 % 531 75 0.0 % Provision for (reversal of) credit losses on deposits to institutional cooperators 1,296 0.0 % (674) (95) (0.0) % (Reversal of) provision for credit losses for other financial assets (765) (0.0) % 86 12 0.0 % Total operating expenses 2,349,171 65.8 % 3,352,767 472,228 69.6 % Origination and servicing expenses 114 Table of Contents Origination and servicing expenses increased from RMB1,337,4 million in 2022 to RMB1,544.0 million (US$217.5 million) in 2023, primarily due to the following factors: (i) an increase in collection expenses resulting from the increase in total loan amount facilitated and originated this year, and (ii) an increase in interest expenses as a result of an increase in payable to institutional funding partners and investors.

This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. As of December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) Assets Cash and cash equivalents 584,762 602,271 1,195,352 168,362 Restricted cash 407,276 404,689 749,070 105,504 Accounts receivable and contract assets, net 747,480 1,161,912 1,659,588 233,748 Loans receivable from Xiaoying Credit Loans and other loans, net 2,484,073 3,810,393 4,947,833 696,888 Loan receivable from Xiaoying Housing Loans, net 12,083 10,061 8,657 1,219 Loans at fair value 389,679 120,280 — — Deposits to institutional cooperators, net 1,500,407 1,770,317 1,702,472 239,788 Prepaid expenses and other current assets, net 213,127 71,082 48,768 6,869 Financial guarantee derivative 11,817 — — — Deferred tax assets, net 274,869 88,428 135,958 19,149 Long-term investments 560,038 495,995 493,411 69,496 Financial investments 82,844 192,620 608,198 85,663 Property and equipment, net 6,188 5,861 8,642 1,217 Intangible assets, net 36,817 36,550 36,810 5,185 Other non-current assets 31,279 67,204 55,265 7,784 Total Assets 7,342,739 8,837,663 11,650,024 1,640,872 Liabilities Payable to investors at fair value 462,714 141,289 — — Payable to investors and institutional funding partners at amortized cost 1,487,379 2,627,910 3,584,041 504,802 Guarantee liabilities — — 61,907 8,719 Financial guarantee derivative 565,953 107,890 — — Deferred guarantee income — — 46,597 6,563 Short-term borrowings 166,500 70,209 565,000 79,579 Accrued payroll and welfare 44,605 63,681 86,771 12,221 Other taxes payable 219,544 255,691 289,821 40,820 Income taxes payable 117,148 270,089 446,500 62,888 Deposit payable to channel cooperators 21,012 19,700 19,700 2,775 Dividend payable — — 59,226 8,342 Accrued expenses and other current liabilities 268,967 476,035 575,727 81,089 Other non-current liabilities 12,022 51,193 37,571 5,292 Deferred tax liabilities — 722 30,040 4,231 Total Liabilities 3,365,844 4,084,409 5,802,901 817,321 Accounts receivable and contract assets, net.

This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. As of December 31, 2022 2023 2024 RMB RMB RMB US$ (in thousands) Assets Cash and cash equivalents 602,271 1,195,352 984,611 134,891 Restricted cash, net 404,689 749,070 676,793 92,720 Accounts receivable and contract assets, net 1,161,912 1,659,588 2,029,550 278,047 Loans receivable from Xiaoying Credit Loans and other loans, net 3,810,393 4,947,833 4,828,317 661,477 Loan receivable from Xiaoying Housing Loans, net 10,061 8,657 — — Loans at fair value 120,280 — — — Deposits to institutional cooperators, net 1,770,317 1,702,472 1,958,297 268,286 Prepaid expenses and other current assets 71,082 48,768 34,079 4,667 Financial guarantee derivative — — 1,038 142 Deferred tax assets, net 88,428 135,958 197,713 27,087 Long-term investments 495,995 493,411 498,038 68,231 Financial investments 192,620 608,198 513,476 70,346 Property and equipment, net 5,861 8,642 15,833 2,169 Intangible assets, net 36,550 36,810 36,592 5,013 Other non-current assets 67,204 55,265 44,951 6,158 Total Assets 8,837,663 11,650,024 11,819,288 1,619,234 Liabilities Payable to investors and institutional funding partners at amortized cost 2,627,910 3,584,041 2,184,086 299,218 Payable to investors at fair value 141,289 — — — Contingent guarantee liabilities — 61,907 187,641 25,707 Financial guarantee derivative 107,890 — — — Deferred guarantee income — 46,597 164,725 22,567 Short-term borrowings 70,209 565,000 328,500 45,004 Accrued payroll and welfare 63,681 86,771 94,717 12,976 Other taxes payable 255,691 289,821 279,993 38,358 Income taxes payable 270,089 446,500 591,491 81,034 Deposit payable to channel cooperators 19,700 19,700 12,016 1,646 Dividend payable — 59,226 — — Accrued expenses and other current liabilities 476,035 575,727 929,490 127,340 Other non-current liabilities 51,193 37,571 27,516 3,770 Deferred tax liabilities 722 30,040 65,959 9,036 Total Liabilities 4,084,409 5,802,901 4,866,134 666,656 Accounts receivable and contract assets, net.

As of December 31, 2021, financial guarantee derivatives had an asset position of RMB11.8 million, primarily due to the time lag between the payments to certain financial institutional cooperators and the collection of monthly guarantee service fees from borrowers. The cumulative amount paid to those financial institutional cooperators was greater than the cumulative monthly guarantee service fees collected from borrowers.

As of December 31, 2024, financial guarantee derivatives had an asset position of RMB1.04 million, primarily due to an estimation of cumulative amount to be paid to those financial institutional cooperators was less than the cumulative monthly guarantee service fees collected. Deferred guarantee income.

Financing Activities Cash provided by financing activities was RMB1,227.5 million (US$172.9 million) in 2023, which was attributable to by cash receipt from investors and institutional funding partners of RMB3,252.0 million (US$458.0 million) and proceeds from short-term borrowings of RMB802.5 million (US$113.0 million), which was partially offset by (i) cash paid to investors and institutional funding partners of RMB2,437.2 million (US$343.3 million), (ii) repayment of short-term borrowings of RMB307.7 million (US$43.3 million) and (iii) cash paid to repurchase common stocks of RMB24.9 milllion (US$3.5 million). 126 Table of Contents Cash provided by financing activities was RMB576.4 million (US$83.6 million) in 2022, which was attributable to by cash receipt from investors and institutional funding partners of RMB2,595.8 million (US$376.4 million) and proceeds from short-term borrowings of RMB70.2 million (US$10.2 million), which was partially offset by (i) cash paid to repurchase common stocks of RMB146.7 milllion (US$21.3 million), (ii) cash paid to investors and institutional funding partners of RMB1,776.7 million (US$257.6 million) and (iii) repayment of short-term borrowings of RMB166.5 million (US$24.1 million).

Cash provided by financing activities was RMB576.4 million in 2022, which was attributable to by cash receipt from investors and institutional funding partners under Consolidated trust and partnership model of RMB2,595.8 million and proceeds from short-term borrowings of RMB70.2 million, which was partially offset by (i) cash paid to repurchase common shares of RMB146.7 million, (ii) cash paid to investors and institutional funding partners under Consolidated trust and partnership model of RMB1,776.7 million and (iii) repayment of short-term borrowings of RMB166.5 million.

If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%. 124 Table of Contents If our holding company in the Cayman Islands or any of our subsidiaries outside of Chinese Mainland were deemed to be a “resident enterprise” under the Law of the PRC on Enterprise Income Tax, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.

If our holding company in the Cayman Islands or any of our subsidiaries outside of Chinese Mainland were deemed to be a “resident enterprise” under the Law of the PRC on Enterprise Income Tax, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “ Item 3. Key Information—3.D.

Provision for Accounts Receivable and Contract Assets Provision for accounts receivable and contract assets decreased from RMB21.8 million in 2022 to RMB12.2 million (US$1.7 million) in 2023, primarily due to a decrease in accounts receivable and contract assets generated from business of Shenzhen Xintang (VIE) as our company group settled the remaining business in the first quarter of 2023. 118 Table of Contents Provision for loans receivable from Xiaoying Credit Loans and other loans Provision for loan receivables from Xiaoying Credit Loans and other loans increased from RMB164.6 million in 2022 to RMB233.4 million (US$32.9 million) in 2023, primarily due to an increase in loans receivable held by the Company as a result of the increase in the total loan amount facilitated and originated this year and in estimated default rate compared with 2022.

The fee rate variation depends on various factors in the competitive market and our adjustment in pricing will impact our revenues and profitability, as our revenues are generated from the service fees or interest fees. 112 Table of Contents Ability to Maintain Effective Risk Management Our ability to effectively assess the credit risk of borrowers and classify borrowers into appropriate risk profiles impacts our ability to attract and retain borrowers and institutional funding partners, both of which directly relate to users’ confidence in our platform.

Ability to Maintain Effective Risk Management Our ability to effectively assess the credit risk of borrowers and classify borrowers into appropriate risk profiles impacts our ability to attract and retain borrowers and institutional funding partners, both of which directly relate to users’ confidence in our platform.

Our loans at fair value decreased from RMB389.7 million as of December 31, 2021 to RMB120.3 million as of December 31. Deposits to institutional cooperator,net. Deposits to cooperators relate to the pledged cash to our financial institutional cooperators and the amount of deposit is separately agreed with each institutional cooperator.

Our loans receivable from Xiaoying Credit Loans and other loans increased from RMB3,810.4 million as of December 31, 2022 to RMB4,947.8 million as of December 31, 2023. Deposits to institutional cooperators, net. Deposits to cooperators relate to the pledged cash to our financial institutional cooperators and the amount of deposit is separately agreed with each institutional cooperator.

Our payable to investors at fair value were RMB462.7 million and RMB141.3 million as of December 31, 2021 and 2022, respectively. Payable to investors and institutional funding partners at amortized cost. Payable to investors and institutional funding partners at amortized cost consist primarily of the proceeds received from the trust partners and investors through consolidated trust and partnerhips.

Payable to investors and institutional funding partners at amortized cost. Payable to investors and institutional funding partners at amortized cost consist primarily of the proceeds received from the trust partners and investors through consolidated trust and partnerships.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net Revenues The following table sets forth the breakdown of our net revenues, both in absolute amount and as a percentage of our total net revenues, for the periods presented: For the Year Ended December 31, 2021 2022 RMB % RMB US$ % (in thousands, except for percentages) Net revenues Loan facilitation service 2,545,593 70.2 % 2,044,344 296,402 57.4 % Post-origination service 315,590 8.7 % 372,451 54,000 10.5 % Financing income 671,901 18.5 % 966,277 140,097 27.1 % Other revenue 93,381 2.6 % 179,878 26,080 5.0 % Total net revenue 3,626,465 100 % 3,562,950 516,579 100.0 % 119 Table of Contents Loan Facilitation Service Loan facilitation service fees decreased from RMB2,545.4 million in 2021 to RMB2,044.3 million (US$296.4 million) in 2022, primarily due to a decrease in average total borrowing cost of the borrowers; and also partially offset by an increase in the total loan amount facilitated this year compared with 2021.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net Revenues The following table sets forth the breakdown of our net revenues, both in absolute amount and as a percentage of our total net revenues, for the periods presented: For the Year Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except for percentages) Net revenues Loan facilitation service 2,044,344 57.4 % 2,740,974 386,058 56.9 % Post-origination service 372,451 10.5 % 596,582 84,027 12.4 % Financing income 966,277 27.1 % 1,137,336 160,190 23.6 % Guarantee income — — 24,497 3,450 0.5 % Other revenue 179,878 5.0 % 315,495 44,436 6.6 % Total net revenue 3,562,950 100.0 % 4,814,884 678,161 100.0 % 113 Table of Contents Loan Facilitation Service Loan facilitation service fees increased from RMB2,044.3 million in 2022 to RMB2,741.0 million (US$386.1 million) in 2023, primarily due to an increase in the total loan amount facilitated this year compared with 2022.

The change in such delinquency rate of Xiaoying Credit Loan was primarily due to (i) the challenge due to the slow recovery of Chinese Mainland’s macroeconomy and (ii) the intensification of competition in the industry. 115 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented.

The change in such delinquency rate of Xiaoying Credit Loan was primarily due to (i) the proactive adjustment of our risk policies in response to the evolving environment; and (ii) our improved ability to attract and retain more borrowers with better credit score. 108 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented.

Financing Income Financing income increased from RMB671.9 million in 2021 to RMB966.3 million (US$140.1 million) in 2022, primarily due to an increase in average loan balances compared with 2021.

Financing Income Financing income increased from RMB1,137.3 million in 2023 to RMB1,372.0 million (US$188.0 million) in 2024, primarily due to an increase in average loan balances held by us compared with 2023.

Our accounts receivable and contract assets increased from RMB747.5 million as of December 31, 2021 to RMB1,161.9 million as of December 31, 2022. Loans receivable from Xiaoying Credit Loans and other loans, net. Loans receivable from Xiaoying Credit Loans and other loans consist primarily of loans facilited through the Consolidated Trusts and Partnerships and loans provided by Xiaoying Microcredit (VIE).

Our accounts receivable and contract assets increased from RMB1,161.9 million as of December 31, 2022 to RMB1,659.6 million as of December 31, 2023. 116 Table of Contents Loans receivable from Xiaoying Credit Loans and other loans, net.

Net Income (Loss) As a result of the foregoing, our net income decreased from RMB825.4 million in 2021 to RMB812.0 million (US$117.7 million) in 2022. 121 Table of Contents Discussion of Key Balance Sheet Items The following table sets forth selected information from our consolidated balance sheet as of December 31, 2021, 2022 and 2023.

Discussion of Key Balance Sheet Items The following table sets forth selected information from our consolidated balance sheet as of December 31, 2022, 2023 and 2024.

In 2023, one of our Chinese Mainland subsidiaries, Tianjin Yuexin that holds the financing guarantee license, cooperated with external financing guarantee companies, where Tianjin Yuexin assumes 20% of the guarantee liability, and the external financing guarantee company assumes 80% of the guarantee liability. See “Item 4. Information on the Company—4.B. Business Overview—Our Partnership with Financial Institutional Cooperators “ for details.

Changes to our arrangement with financial institutional cooperators in credit insurance or guarantee services, credit assessment and other aspects of our business could affect our investors’ confidence, the growth of our business and our profitability. 106 Table of Contents In 2023, one of our Chinese Mainland subsidiaries, Tianjin Yuexin that holds the financing guarantee license, cooperated with external financing guarantee companies, where Tianjin Yuexin assumes 20% of the guarantee liability, and the external financing guarantee company assumes 80% of the guarantee liability.

Treasury bills with original maturities over three months and wealth management products for the purposes of benefiting our financial position. Our financial investments increased from RMB192.6 million in 2022 to RMB608.2 million (US$85.7 million) in 2023, primarily due to the remaining capital contributions made to Venture captial funds in 2023 and the increase of investments in the U.S.

Treasury bills with original maturities over three months, fund linked note, term deposit and wealth management products for the purposes of benefiting our financial position. Our financial investments decreased from RMB608.2 million in 2023 to RMB513.5 million (US$70.3 million) in 2024, primarily due to the redemption of wealth management products during the year.

General and administrative expenses General and administrative expenses increased from RMB171.5 million in 2022 to RMB186.5 million (US$26.3 million) in 2023, primarily due to the increase in labor costs, and partially offset by decrease in share-based compensation expenses.

General and administrative General and administrative expenses increased from RMB143.2 million in 2022 to RMB153.9 million (US$21.7 million) in 2023, primarily due to the increase in labor costs.

Accounts receivable and contract assets consist primarily of the service fees earned from our customers. Our accounts receivable and contract assets increased from RMB1,161.9 million as of December 31, 2022 to RMB1,659.6 million (US$233.7 million) as of December 31, 2023, primarily due to an increase in the total loan amount facilitated of Xiaoying Card Loan in 2023 compared with 2022.

Our accounts receivable and contract assets increased from RMB1,659.6 million as of December 31, 2023 to RMB2,029.6 million (US$278.0 million) as of December 31, 2024, primarily due to an increase in accounts receivable and contract assets from guarantee income receivable as a result of the increased volume of loans facilitated covered by the guarantee service this year compared with 2023.

The ACL for loans provided by Xiaoying Microcredit is calculated using vintage-based loss rate and macroeconomic forecast scenario models, and the ACL for loans facilitated through the Consolidated Trusts and Partnerships is calculated using probability of default, loss given default and macroeconomic forecast scenario models.

The ACL for loans receivable that are not covered by the financing guarantee company and for contingent guarantee liabilities generated from financing guarantee business is calculated using vintage-based loss rate and macroeconomic forecast scenario models, and the ACL for loans receivables are covered by the financing guarantee company is calculated using probability of default, loss given default and macroeconomic forecast scenario models.

Accrued expenses and other current liabilities increased from RMB476.0 million in 2022 to RMB575.7 million (US$81.1 million) in 2023, primarily due to the increase in commission fee payable and transaction cost payable resulting from the increase in total loan amount facilitated and originated in 2023.

Accrued expenses and other current liabilities increased from RMB575.7 million in 2023 to RMB929.5 million (US$127.3 million) in 2024, primarily due to the following factors: (i) an increase in commission fee payable and transaction cost payable resulting from the increase in total operating costs, (ii) an increase in share repurchase payable to a major shareholder regarding a share repurchase transaction incurred in December 2024.

Cash provided by operating activities was RMB449.2 million (US$70.5 million) in 2021.

Cash provided by operating activities was RMB626.8 million in 2022.

The deposits paid to our financial institutional cooperators slightly decreased from RMB1,770.3 million as of December 31, 2022 to RMB1,702.5 million (US$239.8 million) as of December 31, 2023. The deposits paid to our financial institutional cooperators increased from RMB1,500.4 million as of December 31, 2021 to RMB1,700.3 million as of December 31, 2022. Prepaid expenses and other current assets, net.

The deposits paid to our financial institutional cooperators decreased from RMB1,770.3 million as of December 31, 2022 to RMB1,702.5 million as of December 31, 2023. Long-term investments. Long-term investments mainly consist of equity investments of Chinese Mainland private companies.

Chinese Mainland Our subsidiaries, VIEs and subsdiaries of the VIEs established in the Chinese Mainland are subject to an income tax rate of 25% in the years presented.

Chinese Mainland Our subsidiaries, VIEs and subsidiaries of the VIEs established in the Chinese Mainland are subject to an income tax rate of 25% in the years presented. A subsidiary was granted a 15% preferential income tax rate as a qualified enterprise under an incentive regime, initially effective from 2020 to 2022, with the eligibility subsequently extended through 2025.

Other Revenue Other revenue increased from RMB93.4 million in 2021 to RMB179.9 million (US$26.1 million) in 2022, primarily due to an increase in referral service fee for introducing borrowers to other platforms and an increase in technology service fees received for providing assistant technology development services.

Guarantee income generated from financing guarantee business operated by a subsidiary which holds the financing guarantee license and commenced the financing guarantee business in 2023. Other Revenue Other revenue increased from RMB179.9 million in 2022 to RMB315.5 million (US$44.4 million) in 2023, primarily due to an increase in referral service fee for introducing borrowers to other platforms.

We will continue to diversify our funding sources, expand our loan product and service mix, and enhance our risk management to support our business growth. Size of Borrower Base and Engagement Our revenues are dependent on our ability to acquire new borrowers and retain existing borrowers.

We remain committed to full compliance with regulatory directives and continue to engage constructively with stakeholders. We will continue to diversify our funding sources, expand our loan product and service mix, and enhance our risk management to support our business growth.

The primary reasons for the increase of the delinquency rates in 2023 include (i) the challenge due to the slow recovery of Chinese Mainland’s macroeconomy and (ii) the intensification of competition in the industry. 114 Table of Contents Delinquency Rate by Vintage of Xiaoying Credit Loan We refer to loans facilitated during a specified time period as vintage.

Delinquency Rate by Vintage of Xiaoying Credit Loan We refer to loans facilitated during a specified time period as vintage.

The results of operations in any period are not necessarily indicative of our future trends. For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenues Loan facilitation service 2,545,593 70.2 % 2,044,344 57.4 % 2,740,974 386,058 56.9 % Post-origination service 315,590 8.7 % 372,451 10.5 % 596,582 84,027 12.4 % Financing income 671,901 18.5 % 966,277 27.1 % 1,137,336 160,190 23.6 % Guarantee income — — — — 24,497 3,450 0.5 % Other revenue 93,381 2.6 % 179,878 5.0 % 315,495 44,436 6.6 % Total net revenue 3,626,465 100.0 % 3,562,950 100.0 % 4,814,884 678,161 100.0 % Operating costs and expenses: Origination and servicing 1,963,006 54.1 % 2,126,742 59.7 % 2,869,845 404,209 59.6 % General and administrative 187,858 5.2 % 171,524 4.8 % 186,515 26,270 3.9 % Sales and marketing 20,830 0.6 % 15,448 0.4 % 12,539 1,766 0.3 % (Reversal of) provision for contingent guarantee liabilities (24) (0.0) % (14,000) (0.4) % 67,520 9,510 1.4 % Provision for accounts receivable and contract assets 77,248 2.1 % 21,836 0.6 % 12,234 1,723 0.3 % Reversal of provision for loan receivable from Xiaoying Housing Loans (378) (0.0) % (6,066) (0.2) % (4,213) (593) (0.1) % Provision for loans receivable from Xiaoying Credit Loans and other loans 76,395 2.1 % 164,642 4.6 % 233,350 32,867 4.8 % Impairment losses on deposits to institutional cooperators: (Reversal of) provision for credit losses on deposits to institutional cooperators (8,291) (0.2) % 1,296 0.0 % (674) (95) (0.0) % (Reversal of) provision of credit losses for other financial assets (1,223) (0.0) % (765) (0.0) % 86 12 0.0 % Total operating expenses 2,315,421 63.9 % 2,480,657 69.5 % 3,377,202 475,669 70.1 % Income (loss) from operations 1,311,044 36.1 % 1,082,293 30.5 % 1,437,682 202,492 29.9 % Interest income (expense), net 19,709 0.5 % 3,756 0.1 % (20,365) (2,868) (0.4) % Foreign exchange gain(loss) 5,147 0.1 % (19,963) (0.6) % (4,023) (567) (0.1) % Income (loss) from financial investments — — 20,900 0.6 % (12,225) (1,722) (0.3) % Impairment losses on financial investments — — (8,875) (0.2) % — — — Impairment losses on long-term investments — — (26,866) (0.8) % (46,771) (6,588) (1.0) % Change in fair value of financial guarantee derivative (170,339) (4.7) % 137,654 3.9 % 24,966 3,516 0.5 % Fair value adjustments related to Consolidated Trusts (7,267) (0.2) % (6,168) (0.2) % (531) (75) (0.0) % Other income, net 32,506 1.0 % 40,724 1.1 % 24,351 3,430 0.5 % Income before income taxes and gain (loss) from equity in affiliates 1,190,800 32.8 % 1,223,455 34.4 % 1,403,084 197,618 29.1 % Income tax expense (368,735) (10.2) % (389,358) (10.9) % (249,438) (35,133) (5.2) % Gain (loss) from equity in affiliates, net of tax 3,342 0.1 % (22,102) (0.6) % 33,148 4,669 0.7 % Net income 825,407 22.7 % 811,995 22.9 % 1,186,794 167,154 24.6 % 116 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net Revenues The following table sets forth the breakdown of our net revenues, both in absolute amount and as a percentage of our total net revenues, for the periods presented: For the Year Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except for percentages) Net revenues Loan facilitation service 2,044,344 57.4 % 2,740,974 386,058 56.9 % Post-origination service 372,451 10.5 % 596,582 84,027 12.4 % Financing income 966,277 27.1 % 1,137,336 160,190 23.6 % Guarantee income — — 24,497 3,450 0.5 % Other revenue 179,878 5.0 % 315,495 44,436 6.6 % Total net revenue 3,562,950 100.0 % 4,814,884 678,161 100.0 % Loan Facilitation Service Loan facilitation service fees increased from RMB2,044.3 million in 2022 to RMB2,741.0 million (US$386.1 million) in 2023, primarily due to an increase in the total loan amount facilitated this year compared with 2022.

The results of operations in any period are not necessarily indicative of our future trends. For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenues Loan facilitation service 2,044,344 57.4 % 2,740,974 56.9 % 3,102,345 425,020 52.8 % Post-origination service 372,451 10.5 % 596,582 12.4 % 759,539 104,056 12.9 % Financing income 966,277 27.1 % 1,137,336 23.6 % 1,372,004 187,964 23.5 % Guarantee income — — 24,497 0.5 % 201,716 27,635 3.4 % Other revenue 179,878 5.0 % 315,495 6.6 % 436,178 59,756 7.4 % Total net revenue 3,562,950 100.0 % 4,814,884 100.0 % 5,871,782 804,431 100.0 % Operating costs and expenses: Origination and servicing 1,337,370 37.5 % 1,544,014 32.1 % 1,738,139 238,124 29.6 % Borrower acquisitions and marketing 833,109 23.4 % 1,370,942 28.5 % 1,582,472 216,798 27.0 % General and administrative 143,235 4.0 % 153,943 3.2 % 175,934 24,103 3.0 % (Reversal of) provision for contingent guarantee liabilities (14,000) (0.4) % 67,520 1.4 % 241,738 33,118 4.1 % Provision for accounts receivable and contract assets 21,836 0.6 % 12,234 0.3 % 35,732 4,895 0.6 % Reversal of provision for loan receivable from Xiaoying Housing Loans (6,066) (0.2) % (4,213) (0.1) % (4,157) (569) (0.1) % Provision for loans receivable from Xiaoying Credit Loans and other loans 164,642 4.6 % 233,350 4.8 % 225,815 30,936 3.8 % Change in fair value of financial guarantee derivative (137,654) (3.9) % (24,966) (0.5) % (1,038) (142) (0.0) % Fair value adjustments related to Consolidated Trusts 6,168 0.2 % 531 0.0 % — — — Provision for (reversal of) credit losses on deposits to institutional cooperators 1,296 0.0 % (674) (0.0) % 3,223 441 0.1 % (Reversal of) provision for credit losses for other financial assets (765) (0.0) % 86 0.0 % 155 22 0.0 % Total operating expenses 2,349,171 65.8 % 3,352,767 69.7 % 3,998,013 547,726 68.1 % Income from operations 1,213,779 34.2 % 1,462,117 30.3 % 1,873,769 256,705 31.9 % Interest income (expense), net 3,756 0.1 % (20,365) (0.4) % (560) (77) (0.0) % Foreign exchange loss (19,963) (0.6) % (4,023) (0.1) % (9,533) (1,306) (0.2) % (Loss) income from financial investments (9,526) (0.3) % 6,498 0.1 % 17,134 2,347 0.3 % Impairment losses on financial investments (8,875) (0.2) % — — — — — Other income, net 40,724 1.1 % 24,351 0.5 % 13,521 1,852 0.2 % Income before income taxes 1,219,895 34.3 % 1,468,578 30.4 % 1,894,331 259,521 32.2 % Income tax expense (396,074) (11.0) % (261,130) (5.4) % (405,702) (55,581) (6.9) % (Loss) gain from equity in affiliates, net of tax (42,252) (1.3) % (1,931) (0.0) % 10,159 1,392 0.2 % Gain (loss) from financial investments at equity method, net of tax 30,426 0.9 % (18,723) (0.4) % 41,118 5,633 0.7 % Net income 811,995 22.9 % 1,186,794 24.6 % 1,539,906 210,965 26.2 % Note: The presentation of consolidated statements of comprehensive income has been changed since 2024.

Cash provided by financing activities was RMB1,301.3 million (US$204.2 million) in 2021, which was attributable to by cash receipt from investors related to loans at fair value and institutional funding partners of RMB3,972.7 million (US$623.4 million) and proceeds from short-term bank borrowings of RMB266.5 million (US$41.9 million), which was partially offset by cash paid to investors related to loans at fair value and to institutional funding partners of RMB2,489.1 million (US$390.6 million) and repayment of short-term bank borrowings of RMB450.5 million (US$70.7 million).

Financing Activities Cash used in financing activities was RMB1,935.2 million (US$265.1 million) in 2024, which was attributable to by (i) cash paid to investors and institutional funding partners under Consolidated trust and partnership model of RMB3,098.1 million (US$424.4 million), (ii) repayments of short-term borrowings of RMB370.0 million (US$50.7 million), and (iii) cash paid to repurchase common shares of RMB182.2 million (US$25.0 million), which was partially offset by (i) cash received from investors and institutional funding partners under Consolidated trust and partnership model of RMB1,698.2 million (US$232.6 million) and (ii) proceeds from short-term borrowings of RMB133.5 million (US$18.3 million). 120 Table of Contents Cash provided by financing activities was RMB1,227.5 million in 2023, which was attributable to by cash receipt from investors and institutional funding partners under Consolidated trust and partnership model of RMB3,252.0 million and proceeds from short-term borrowings of RMB802.5 million, which was partially offset by (i) cash paid to investors and institutional funding partners under Consolidated trust and partnership model of RMB2,437.2 million, (ii) repayments of short-term borrowings of RMB307.7 million and (iii) cash paid to repurchase common shares of RMB24.9 million.

In 2021, the difference between our cash provided by operating activities and our net income of RMB825.4 million (US$129.5 million) in 2021 resulted mainly from (i) the increase in loans receivable from Xiaoying Credit Loans and other loans of RMB890.4 million (US$139.7 million) provided by our own fund from our microcredit business, (ii) the increase of deposits to institutional cooperators of RMB584.2 million (US$91.7 million), and (iii) the increase of accounts receivable and contract assets of RMB411.4 million (US$64.6 million), which were partially offsets by (i) the change of financial guarantee derivatives due to the lag between payments to the financing guarantee companies and the collection of monthly guarantee derivative of RMB551.3 million (US$86.5 million), (ii) the deferred tax expenses of RMB333.4 million (US$52.3 million), and (iii) the change in fair value of financial guarantee derivative of RMB170.3 million (US$26.7 million).

In 2024, the difference between our cash provided by operating activities and our net income of RMB1,539.9 million (US$211.0 million) in 2024 resulted mainly from (i) the increase of accounts receivable and contract assets of RMB405.7 million (US$55.6 million), (ii) the increase of deposits to institutional cooperators of RMB259.0 million (US$35.5 million), (iii) the decrease in contingent guarantee liabilities of RMB116.0 million (US$15.9 million), which were partially offsets by (i) provisions for loans receivable from Xiaoying Credit Loans and other loans of RMB225.8 million (US$30.9 million), (ii) the increase of income taxes payable of RMB143.9 million (US$19.7 million), (iii) the increase of deferred guarantee income of RMB118.1 million (US$16.2 million) and (iv) provision for contingent guarantee liabilities of RMB241.7 million (US$33.1 million).

… 78 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

33 edited+6 added−4 removed83 unchanged

2023 filing

2024 filing

Our board of Directors has determined that each of the three directors satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A of the Corporate Governance Rules of the NYSE.

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company is required to declare the nature of his interest at a meeting of our directors.

A director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered.

The audit committee is responsible for, among other things: selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● setting clear hiring policies for employees or former employees of the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● reviewing and approving all related-party transactions; ● discussing the annual audited financial statements with management and the independent auditors; ● discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; ● reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; ● reviewing with management and the independent auditors related-party transactions and off-balance sheet transactions and structures; ● reviewing with management and the independent auditors the effect of regulatory and accounting initiatives; 136 Table of Contents ● reviewing policies with respect to risk assessment and risk management; ● reviewing our disclosure controls and procedures and internal control over financial reporting; ● reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by the Company; ● establishing procedures for the receipt, retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; ● periodically reviewing and reassessing the adequacy of our audit committee charter; ● such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and ● meeting separately, periodically, with management, the internal auditors and the independent auditors.

The audit committee is responsible for, among other things: selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● setting clear hiring policies for employees or former employees of the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● reviewing and approving all related-party transactions; ● discussing the annual audited financial statements with management and the independent auditors; ● discussing with management and the independent auditor’s major issues regarding accounting principles and financial statement presentations; ● reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; ● reviewing with management and the independent auditors related-party transactions and off-balance sheet transactions and structures; ● reviewing with management and the independent auditors the effect of regulatory and accounting initiatives; 130 Table of Contents ● reviewing policies with respect to risk assessment and risk management; ● reviewing our disclosure controls and procedures and internal control over financial reporting; ● reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by the Company; ● establishing procedures for the receipt, retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; ● periodically reviewing and reassessing the adequacy of our audit committee charter; ● such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and ● meeting separately, periodically, with management, the internal auditors and the independent auditors.

In the event of a merger or a change of control, except as otherwise provided in the applicable award agreement, the Administrator may provide for the treatment of each outstanding award without a Plan participant’s consent, including without limitation, that ● Awards will be assumed, or substantially equivalent awards be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; ● Upon written notice to a participant, the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control; ● Outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon consummation of such merger or change in control; 133 Table of Contents ● The awards will terminate in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such awards or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such awards or realization of the participant’s rights, then such award may be terminated by the company without payment), or such awards will be replaced with other rights or property selected by the Administrator in its sole discretion; or ● Any combination of the foregoing.

In the event of a merger or a change of control, except as otherwise provided in the applicable award agreement, the Administrator may provide for the treatment of each outstanding award without a Plan participant’s consent, including without limitation, that ● Awards will be assumed, or substantially equivalent awards be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; ● Upon written notice to a participant, the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control; ● Outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon consummation of such merger or change in control; ● The awards will terminate in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such awards or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such awards or realization of the participant’s rights, then such award may be terminated by the company without payment), or such awards will be replaced with other rights or property selected by the Administrator in its sole discretion; or ● Any combination of the foregoing.

A director will be removed from office automatically if, among other thing, the director (i) dies; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) is found to be or becomes of unsound mind; (iv) resigns his office by notice in writing to the Company; (v) is prohibited by law from being a director; and (vi) is removed from the office pursuant to any other provisions of our second amended and restated memorandum and articles of association. 138 Table of Contents 6.D.

The nominating and corporate governance committee is responsible for, among other things: ● identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees; ● evaluating, at least annually, its own performance and reporting to the board of directors on such evaluation; ● overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and 137 Table of Contents ● reviewing and assessing periodically the adequacy of its charter and recommending any proposed changes to the board of directors for approval.

The nominating and corporate governance committee is responsible for, among other things: ● identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees; ● evaluating, at least annually, its own performance and reporting to the board of directors on such evaluation; ● overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and 131 Table of Contents ● reviewing and assessing periodically the adequacy of its charter and recommending any proposed changes to the board of directors for approval.

If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy. 135 Table of Contents 6.C.

Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. (1) Represents (i) 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company controlled by Mangrove Coast Trust, (ii) 3,000,000 Class A shares in form of 50,000 ADS and 3,803,645 Class A ordinary shares held by Mr.

Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. (1) Represents (i) 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company controlled by Mangrove Coast Trust, (ii) 3,000,000 Class A shares in form of 500,000 ADS and 3,803,645 Class A ordinary shares held by Mr.

In the case of an incentive stock option granted to an employee who has owned ordinary shares representing more than ten percent of the voting power of all classes of ordinary shares of the company or any parent or subsidiary, the per share exercise price will be no less than one hundred ten percent of the fair market value per ordinary share on the date of grant, and the term of the incentive stock option will be five years from the date of grant or such shorter term as may be provided in the award document. 132 Table of Contents ● SARs.

The registered address of Pine Cove Global Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. 140 Table of Contents 6.F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None.

The registered address of Pine Cove Global Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. 134 Table of Contents 6.F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None.

Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of March 31, 2024, by: ● each of our directors and executive officers; ● all of our directors and executive officers as a group; and ● each person known to us to own beneficially more than 5% of our ordinary shares.

Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of March 31, 2025, by: ● each of our directors and executive officers; ● all of our directors and executive officers as a group; and ● each person known to us to own beneficially more than 5% of our ordinary shares.

Restricted stock is an award of ordinary shares of our common stock that are subject to restrictions on transfer and a substantial risk of forfeiture. ● RSU. An RSU represents a right to receive the value of one ordinary share, subject to specified vesting and other restrictions. ● Performance Awards.

Restricted stock is an award of ordinary shares of our common share that are subject to restrictions on transfer and a substantial risk of forfeiture. 126 Table of Contents ● RSU. An RSU represents a right to receive the value of one ordinary share, subject to specified vesting and other restrictions. ● Performance Awards.

Each committee’s members and functions are described below. Audit Committee Our audit committee consists of three directors, namely Shengwen Rong, Longgen Zhang and Zheng Xue, and is chaired by Shengwen Rong.

Each committee’s members and functions are described below. Audit Committee Our audit committee consists of three directors, namely Zheng Xue, Longgen Zhang and Zheng Wan, and is chaired by Zheng Xue.

Operating Results—Critical Accounting Policies, Judgments and Estimates—Share-based compensation.” Clawback Policy On November 22, 2023, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recoupment of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the NYSE rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).

Compensation—Share Incentive Plan.” Clawback Policy On November 22, 2023, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recoupment of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the NYSE rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).

Yue (Justin) Tang, and (iii) 1,645,298 Class A ordinary shares in the form of 274,216 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., which is ultimately controlled by Mr. Yue (Justin) Tang. The registered address of Mangrove Coast Investment Limited is Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.

Yue (Justin) Tang, and (iii) 1,743,890 Class A ordinary shares in the form of 290,648 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., which is ultimately controlled by Mr. Yue (Justin) Tang. The registered address of Mangrove Coast Investment Limited is Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.

Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of three directors, namely Zheng Xue, Shengwen Rong and Longgen Zhang, and is chaired by Zheng Xue.

Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of three directors, namely Zheng Wan, Zheng Xue and Longgen Zhang, and is chaired by Zheng Wan.

Compensation Committee Our compensation committee consists of three directors, namely Longgen Zhang, Shengwen Rong and Zheng Xue, and is chaired by Longgen Zhang.

Compensation Committee Our compensation committee consists of three directors, namely Longgen Zhang, Zheng Wan and Zheng Xue, and is chaired by Longgen Zhang.

Zhang received a master’s degree in professional accounting from New Texas A&M University and a master’s degree in business administration from New Texas A&M University. 6.B. Compensation Compensation For the fiscal year ended December 31, 2023, the aggregate cash compensation and benefits that we paid to our directors and executive officers was approximately RMB10.7 million (US$1.5 million).

Zhang received a master’s degree in professional accounting from New Texas A&M University and a master’s degree in business administration from New Texas A&M University. 6.B. Compensation Compensation For the fiscal year ended December 31, 2024, the aggregate cash compensation and benefits that we paid to our directors and executive officers was approximately RMB13.8 million (US$1.9 million).

The restricted stock units shall vest over a period of three years. 134 Table of Contents The table below summarizes, as of the date of this annual report, the awards we have granted (excluding those cancelled, forfeited or expired) to our directors and executive officers. Ordinary Shares Option Underlying Option Exercise Expiration Name Position Options Awarded Price Grant Date Date Yue (Justin) Tang Chief Executive 3,803,645 US$ 0.04 January 25, 2015 January 24, 2025 Officer and Chairman 24,000,000 US$ 4.75 May 9, 2018 May 8, 2023 6,000,000 US$ 0 November 10, 2021 November 10, 2031 Shaoyong (Simon) Cheng Non-execeutive * US$ 0.04 May 3, 2016 May 2, 2026 Director * US$ 0.04 October 11,2017 October 10,2027 * US$ 4.75 May 9, 2018 May 8,2023 * US$ 0 January 21,2020 January 19,2030 Frank Fuya Zheng Chief Financial Officer * US$ 0 October 31,2020 October 30,2030 * US$ 0 November 10, 2021 November 10, 2031 Kan (Kent) Li President and * US$ 0.04 May 3, 2016 May 2,2026 Director * US$ 1.575 October 11, 2017 October 10, 2027 * US$ 4.75 May 9, 2018 May 8, 2023 * US$ 0 January 21, 2020 January 19, 2030 * US$ 0 November 10, 2021 November 10, 2031 Yufan (Jason) Jiang Chief Risk Officer * US$ 0.04 May 3, 2016 May 2, 2026 * US$ 0.04 October 11, 2017 October 10, 2027 * US$ 0 November 20, 2019 November 20, 2029 * US$ 0 April 30, 2020 April 30, 2030 * US$ 0 November 10, 2021 November 10, 2031 Shengwen Rong Independent Director * US$ 0 April 15,2019 — * US$ 0 March 3, 2022 — Zheng Xue Independent Director * US$ 0 April 15,2019 — * US$ 0 March 3, 2022 — Longgen Zhang Independent Director * US$ 0 April 15,2019 — * US$ 0 March 3, 2022 — * Less than 1% of our total outstanding shares.

The restricted stock units shall vest over a period of three years. 128 Table of Contents The table below summarizes, as of the date of this annual report, the awards we have granted (excluding those cancelled, forfeited or expired) to our directors and executive officers. Ordinary Shares Option Underlying Option Exercise Expiration Name Position Options Awarded Price Grant Date Date Yue (Justin) Tang Chief Executive 6,000,000 US$ 0 November 10, 2021 November 10, 2031 Officer and Chairman * US$ 0 January 10, 2024 January 10, 2034 Shaoyong (Simon) Cheng Non-executive * US$ 0.04 May 3, 2016 May 2, 2026 Director * US$ 0.04 October 11,2017 October 10,2027 * US$ 0 January 21,2020 January 19,2030 Frank Fuya Zheng Chief Financial Officer * US$ 0 October 31,2020 October 30,2030 * US$ 0 November 10, 2021 November 10, 2031 * US$ 0 January 10, 2024 January 10, 2034 Kan (Kent) Li President and * US$ 0.04 May 3, 2016 May 2,2026 Director * US$ 1.575 October 11, 2017 October 10, 2027 * US$ 0 January 21, 2020 January 19, 2030 * US$ 0 November 10, 2021 November 10, 2031 * US$ 0 January 10, 2024 January 10, 2034 Yufan (Jason) Jiang Chief Risk Officer * US$ 0.04 May 3, 2016 May 2, 2026 * US$ 0.04 October 11, 2017 October 10, 2027 * US$ 0 November 20, 2019 November 20, 2029 * US$ 0 April 30, 2020 April 30, 2030 * US$ 0 November 10, 2021 November 10, 2031 * US$ 0 January 10, 2024 January 10, 2034 Zheng Wan Independent Director * US$ 0 June 1, 2024 June 1, 2034 Zheng Xue Independent Director * US$ 0 April 15,2019 April 15,2029 * US$ 0 March 3, 2022 March 3, 2032 * US$ 0 August 1, 2024 August 1, 2034 Longgen Zhang Independent Director * US$ 0 April 15,2019 April 15,2029 * US$ 0 March 3, 2022 March 3, 2032 * US$ 0 August 1, 2024 August 1, 2034 * Less than 1% of our total outstanding shares.

Directors and Senior Management The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this annual report. Name Age Position/Title Yue (Justin) Tang 53 Chief Executive Officer, Chairman Kan (Kent) Li 50 President, Director Frank Fuya Zheng 57 Chief Financial Officer Yufan (Jason) Jiang 40 Chief Risk Officer Shaoyong (Simon) Cheng 54 Non-executive Director Shengwen Rong 55 Independent Director Zheng Xue 53 Independent Director Longgen Zhang 59 Independent Director Mr.

Directors and Senior Management The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this annual report. Name Age Position/Title Yue (Justin) Tang 54 Chief Executive Officer, Chairman Kan (Kent) Li 51 President, Director Frank Fuya Zheng 58 Chief Financial Officer Yufan (Jason) Jiang 41 Chief Risk Officer Shaoyong (Simon) Cheng 55 Non-executive Director Zheng Wan 51 Independent Director Zheng Xue 54 Independent Director Longgen Zhang 60 Independent Director Mr.

However, subject to the adjustment provision and change in control provision, any such action by the Administrator that would materially adversely affect the rights of a holder of an outstanding award may not be taken without the holder’s consent, except to the extent that such action is taken to cause the Share Incentive Plan to comply with applicable laws, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or to impose any “clawback” or recoupment provisions on any awards in accordance with the Share Incentive Plan.

Since August 2011, Mr. Xue has served as an independent director at Yingli Solor (YGE). Mr.

Zheng Xue has served as our independent director since September 2018. Since August 2011, Mr. Xue has served as an independent director at Yingli Solor (YGE). Mr.

If a Management Director (as defined in our second amended and restated memorandum and articles of association), Mr Yue (Justin) Tang shall have the right to appoint another person as a director (such director shall be a Managing Director) by delivering a written notice to the Company and such replacement shall become effective automatically upon the delivery of such notice without any further action or resolution of the board or the shareholders, provided that Mr.

Yue (Justin) Tang shall have the right to appoint another person as a director (such director shall be a Managing Director) by delivering a written notice to the Company and such replacement shall become effective automatically upon the delivery of such notice without any further action or resolution of the board or the shareholders, provided that Mr.

Moreover, each executive officer has agreed not to, for a certain period following termination of his or her employment or expiration of the employment agreement: (i) carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with us, (ii) solicit or entice away any of our user, client, representative or agent, or (iii) employ, solicit or entice away or attempt to employ, solicit or entice away any of our officer, manager, consultant or employee. 131 Table of Contents In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for two years following the last date of employment.

These shares, however, are not included in the computation of the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. Ordinary Shares Beneficially Owned as of March 31, 2024 Percentage of total ordinary Percentage of shares on an as aggregate Class A ordinary share Class B ordinary share converted basis voting power** Number % Number % Directors and Executive Officers: Yue (Justin) Tang(1) 10,968,470 5.55 % 97,600,000 100.00 % 36.79 % 91.32 % Shaoyong (Simon) Cheng * * — — * * Frank Fuya Zheng * * — — * * Kan (Kent) Li * * — — * * Yufan (Jason) Jiang * * — — * * Shengwen Rong * * — — * * Zheng Xue * * — — * * Longgen Zhang * * — — * * All directors and executive officers as a group 10,968,470 5.55 % 97,600,000 100.00 % 36.79 % 91.32 % Principal Shareholders: Mangrove Coast Investment Limited(1) 10,968,470 5.55 % 97,600,000 100.00 % 36.79 % 91.32 % Dragon Destiny Limited(2) 27,113,806 13.73 % — — 9.19 % 1.26 % Pine Cove Global Limited(3) 20,000,000 10.12 % — — 6.78 % 0.93 % * Less than 1% of our total outstanding shares. ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.

These shares, however, are not included in the computation of the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. Ordinary Shares Beneficially Owned as of March 31, 2025 Percentage of total ordinary Percentage of shares on an as aggregate Class A ordinary share Class B ordinary share converted basis voting power** Number % Number % Directors and Executive Officers: Yue (Justin) Tang(1) 11,067,062 7.11 % 97,600,000 100 % 42.91 % 93.14 % Shaoyong (Simon) Cheng * * — — * * Frank Fuya Zheng * * — — * * Kan (Kent) Li * * — — * * Yufan (Jason) Jiang * * — — * * Zheng Wan * * — — * * Zheng Xue * * — — * * Longgen Zhang * * — — * * All directors and executive officers as a group 11,067,062 7.11 % 97,600,000 100 % 42.91 % 93.14 % Principal Shareholders: Mangrove Coast Investment Limited(1) 11,067,062 7.11 % 97,600,000 100 % 42.91 % 93.14 % Dragon Destiny Limited(2) 27,113,806 17.42 % — — 10.71 % 1.29 % Pine Cove Global Limited(3) 20,000,000 12.85 % — — 7.90 % 0.95 % * Less than 1% of our total outstanding shares. ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.

Employees As of December 31, 2023, we had a total of 521 employees based in China.

Employees As of December 31, 2024, we had a total of 563 employees based in China.

The calculations in the table below are based on 295,132,135 ordinary shares issued and outstanding as of March 31, 2024 comprised of 197,532,135 Class A ordinary shares and 97,600,000 Class B ordinary shares. 139 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the ordinary shares.

The calculations in the table below are based on 253,256,363 ordinary shares outstanding as of March 31, 2025 comprised of 155,656,363 Class A ordinary shares and 97,600,000 Class B ordinary shares. 133 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the ordinary shares.

Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, users or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent. 125 Table of Contents We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

On January 25, 2015, we granted 13,843,645 stock options to employees and executives. On June 29, 2015, we granted 630,000 stock options to certain employees, directors and officers. On May 3, 2016, we granted 7,425,000 stock options to certain employees, directors and officers. On October 11, 2017, we granted 16,616,000 stock options to certain employees and senior management.

On June 29, 2015, we granted 630,000 stock options to certain employees, directors and officers. On May 3, 2016, we granted 7,425,000 stock options to certain employees, directors and officers. On October 11, 2017, we granted 16,616,000 stock options to certain employees and senior management. On April 30, 2018, we granted 841,054 stock options to certain employees and senior management.

On April 30, 2018, we granted 841,054 stock options to certain employees and senior management. On May 9, 2018, we granted 40,000,000 stock options to certain senior management.

On May 9, 2018, we granted 40,000,000 stock options to certain senior management.

The following table sets forth the breakdown of our employees as of December 31, 2023 by function: As of December 31, 2023 Number of Employee % of Total Employees Technology Development 234 45 % Financial Products 155 30 % Risk Management 47 9 % General Management 80 15 % Marketing 5 1 % Total 521 100 % We have entered into individual employment contracts with our employees to cover matters such as salaries, benefits, and grounds for termination.

The following table sets forth the breakdown of our employees as of December 31, 2024 by function: As of December 31, 2024 Number of Employee % of Total Employees Technology Development 260 47 % Operation 119 21 % Risk Management 57 10 % General Management 92 16 % Sales and Marketing 35 6 % Total 563 100 % We have entered into individual employment contracts with our employees to cover matters such as salaries, benefits, and grounds for termination.

For discussions of our accounting policies and estimates for awards granted pursuant to the Share Incentive Plan, see “Item 5. Operating and Financial Review and Prospects—5.A.

For discussions of our accounting policies and estimates for awards granted pursuant to the Share Incentive Plan, see “Note 2 – Summary of significant accounting policies” and “Item 6. Directors, Senior Management and Employees—6.B.

Removed

Mr. Shengwen Rong has served as our independent director since September 2018. From February 2017 to September 2018, Mr. Rong served as the Senior Vice President and then the Chief Financial Officer at Yixia Technology Co., Ltd. Prior to that, Mr.

Added

Mr. Zheng Wan has served as our independent director since May 2024. Mr. Wan served as a Group Director at Cadence Design Systems since 2022. Mr. Wan served as a Director at Snap Inc from 2016 to 2018 and from 2020 to 2022. Mr. Wan served as Global Director of M&A Integration at Airbnb Inc from 2018 to 2020.

Removed

Rong served as the Chief Financial Officer at Quixey, Inc. from 2015 to 2016, the Chief Financial Officer at UCWeb from 2012 to 2014, and the Chief Financial Officer at Country Style Cooking Restaurant Chain Co., Ltd, an NYSE-listed company, from 2010 to 2012. Currently, Mr. Rong serves as an independent director of Qudian Inc. (NYSE: QD).

Added

Between 2006 and 2017, Mr. Wan served in multiple capacities at Google Inc, including as Finance Manager of Internal Audit and Risk Consulting, Corporate Development Manager, and Financial Planning & Analysis Manager. Mr. Wan received a master degree in political science from University of Utah and an MBA degree from Duke University. 124 Table of Contents Mr.

Removed

Mr Rong is a Certified Public Accountant in the United States. Mr. Rong received a bachelor’s degree in international finance from Renmin University, a master’s degree in accounting from West Virginia University and an MBA degree from University of Chicago Booth School of Business. 130 Table of Contents Mr. Zheng Xue has served as our independent director since September 2018.

Added

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for two years following the last date of employment.

Removed

We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

Added

On January 10, 2024, the Board of Directors of X Financial granted 6,400,000 restricted stock units to certain directors. The restricted stock units shall vest over a period of three years. On June 1, 2024, the Board of Directors of X Financial granted 270,000 restricted stock units to certain directors.

Added

The restricted stock units shall vest over a period of three years. On August 1, 2024, the Board of Directors of X Financial granted 540,000 restricted stock units to certain directors.

Added

If a Management Director (as defined in our second amended and restated memorandum and articles of association), Mr.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

10 edited+1 added−2 removed1 unchanged

2023 filing

2024 filing

Directors, Senior Management and Employees—6.B. Compensation— Employment Agreements and Indemnification Agreements” for a description of the employment agreements we have entered into with our senior executive officers. Share Incentives See “Item 6. Directors, Senior Management and Employees—6.B. Compensation—Share Incentive Plan” for a description of share awards we have granted to our directors, officers and other individuals as a group. 7.C.

Compensation— Employment Agreements and Indemnification Agreements” for a description of the employment agreements we have entered into with our senior executive officers. Share Incentives See “Item 6. Directors, Senior Management and Employees—6.B. Compensation—Share Incentive Plan” for a description of share awards we have granted to our directors, officers and other individuals as a group. 7.C.

Transactions with Newup Bank of Liaoning In 2022, we entered into agreements with Newup Bank of Liaoning (“Newup Bank”), according to which we charge service fees directly from Newup Bank for the intermediary service we provide.

Transactions with Newup Bank of Liaoning In 2022, we entered into agreements with Newup Bank of Liaoning (“Newup Bank”), according to which we charge service fees directly to Newup Bank for the intermediary service we provide.

Following the disposal, it no longer constitutes a related party to us. This financing guarantee company provides guarantee service for an identified portfolio of loans we facilitated and charges borrowers a guarantee fee, a portion of which will be subsequently paid to us as the service fee for the intermediary service we provide.

This financing guarantee company provides guarantee service for an identified portfolio of loans we facilitated and charges borrowers a guarantee fee, a portion of which will be subsequently paid to us as the service fee for the intermediary service we provide.

The considerations paid amounted to RMB100.0 million and RMB280.0 million, respectively, which equal to the principal amounts of the underlying loans. The former loan had been fully repaid by the end of 2020, and the interest rate applied is 15.6%. The latter loan had been fully repaid in January 2022, and the interest rate applied is 8%.

The considerations paid amounted to RMB100.0 million and RMB280.0 million, respectively, which equal to the principal amounts of the underlying loans. The former loan had been fully repaid by the end of 2020. The latter loan had been fully repaid in January 2022. The associated interest income amounted to RMB0.4 million in 2022.

Transactions with a controlled entity of Mr. Yue (Justin)Tang As of December 31, 2021, 2022 and 2023, dividend receivables of RMB15.0 million, RMB15.0 million and nil were subsequently collected from the nominal shareholder of Jiangxi Ruijing, the nominal shareholder is controlled by Mr. Yue (Justin) Tang.

Yue (Justin)Tang As of December 31, 2021 and 2022, dividend receivables of RMB15.0 million were subsequently collected in 2023 from the nominal shareholder of Jiangxi Ruijing, the nominal shareholder is controlled by Mr. Yue (Justin) Tang. During the year of 2024, we furtherly received dividend of RMB7.5 million from the nominal shareholder of Jiangxi Ruijing.

The associated interest income amounted to RMB17.3 million, RMB0.4 million and nil in 2021, 2022 and 2023, respectively. Transactions with a financing guarantee company In 2021, we entered into agreements with a financing guarantee company, which is a wholly-owned subsidiary of our equity investee obtained in 2020 and disposed in 2022.

Transactions with a financing guarantee company In 2021, we entered into agreements with a financing guarantee company, which is a wholly-owned subsidiary of our equity investee obtained in 2020 and disposed in 2022. Following the disposal, it no longer constitutes a related party to us.

We recognized total net revenue of RMB78.8 million and RMB542.7 million during the year of 2021 and 2022 in connection with the service fees of facilitation service for loans that covered by this financing guarantee company. As of December 31, 2021 and 2022, contract assets balance amounted to RMB66.8 million and RMB314.0 million (US$45.5 million), respectively.

During the year of 2022, this financing guarantee company provided guarantee service for 29.6% of the total loans we facilitated and provided. We recognized total net revenue of RMB542.7 million during the year of 2022 in connection with the service fees of facilitation service for loans that covered by this financing guarantee company.

We recognized total net revenue of RMB13.1 million and RMB11.4 million (US$1.6 million), respectively, during the year of 2022 and 2023 in connection with the service fees of facilitation service for loans.

We recognized total net revenue of RMB13.1 million and RMB11.4 million, respectively, during the year of 2022 and 2023 in connection with the service fees of facilitation service for loans. As of December 31, 2022 and 2023, accounts receivable and contract assets balance amounted to RMB13.9 million and RMB1.1 million, respectively, which had been fully settled in 2024.

As a result, we operate our relevant business through contractual arrangements among Beijing WFOE, our wholly-owned Chinese Mainland subsidiary, VIEs, our consolidated VIEs, and their shareholders. For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Consolidated VIEs and their Shareholders” Employment Agreements and Indemnification Agreements See “Item 6.

For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Consolidated VIEs and their Shareholders (“VIE Agreements”)” 135 Table of Contents Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—6.B.

As of December 31, 2022 and 2023, contract assets balance amounted to RMB13.9 million and RMB1.1 million (US$0.2 million), respectively. 141 Table of Contents Contractual Arrangement with our VIEs and their Shareholders Chinese Mainland’s laws and regulations currently restrict foreign ownership and foreign investment in VIE in Chinese Mainland.

Contractual Arrangement with our VIEs and their Shareholders Chinese Mainland’s laws and regulations currently restrict foreign ownership and foreign investment in VIE in Chinese Mainland. As a result, we operate our relevant business through contractual arrangements among Beijing WFOE, our wholly-owned Chinese Mainland subsidiary, VIEs, our consolidated VIEs, and their shareholders.

Removed

During the year of 2021 and 2022, this financing guarantee company provided guarantee service for 5.9% and 29.6% of the total loans we facilitated and provided.

Added

As of December 31, 2022, accounts receivable and contract assets balance amounted to RMB314.0 million, which had been fully settled in 2023. Transactions with a controlled entity of Mr.

Removed

Transactions with Shenyang Tianxinhao Technology Limited In 2021, we provided a loan of RMB150.0 million to an associate of us, Shenyang Tianxinhao Technology Limited. The loan had been fully repaid in 2021, and the monthly interest rate applied is 0.5%. The associated interest income amounted to RMB0.75 million in 2021.

Other XYF 10-K year-over-year comparisons

XYF 10-K 2022 vs 2023