On August 18, 2017, Elite Bond transferred its entire remaining holding of 190,063,207 Class A Shares to WP OCIM, together with its entitlement under the Pre-IPO Tier 1 ESOP, for a total consideration of US\$186,671,734 (determined with reference to the Company’s fair market value at the time of transfer and duly paid in cash upon completion) pursuant to a share purchase agreement dated July 20, 2017.

On January 19, 2018, Goldman Sachs exercised all its warrants granted pursuant to warrant instruments dated January 9, 2014 (as amended and restated on August 27, 2015) and August 27, 2015, respectively, which were granted in Goldman Sachs’ favor in consideration of the performance of its obligations under a facility agreement dated December 4, 2013 (as amended and restated on August 19, 2015) resulting in an issuance of 54,684,608 Class B2 Shares. The loan facility under such facility agreement was fully repaid.

In September 2018, Redwood Consulting exercised a portion of its options under the Pre-IPO Tier 1 ESOP, pursuant to exercise option letters dated September 7, 2018 and September 14, 2018, respectively, and nominated that 13,838,797 Class B4 Shares and 18,633,334 Class B4 Shares be allotted to WP OCIM and SK, respectively, pursuant to sale and purchase agreements dated September 7, 2018 and September 14, 2018, respectively. The consideration paid to our Company was US\$18,959,152 and US\$25,527,668 by WP OCIM and SK, respectively, and was determined with reference to the exercise price of US\$0.46 per Share as set out in the Pre-IPO Tier 1 ESOP and duly settled in cash on September 10, 2018 and September 20, 2018 by WP OCIM and SK, respectively.

On September 21, 2018, APG-Stichting transferred 41,257,634 and 55,975,003 Class B3 Shares to WP OCIM and SK, respectively, in return for US\$56,522,959 and US\$76,685,754 from WP OCIM and SK, respectively, determined with reference to the Company’s fair market value at the time of transfer, and duly settled in cash on the date of the transfers.

Since our Company’s incorporation and subsequent to each of the Pre-IPO financing rounds, we effected further changes to our authorized share capital, further information on which is set out in the section headed “Statutory and General Information—A. Further information about our Group—2. Changes in the share capital of our Company” in Appendix VIII to this Prospectus.

Pursuant to the terms of the Pre-IPO Shareholders’ Agreement, subject to the Global Offering becoming unconditional, all the issued Class C Preference Shares may either be converted to Class C Shares or redeemed upon the Global Offering becoming unconditional (“Share Conversion”). After this change is effected, the Company will have no Class C Preference Shares in issue. The holders of the Class C Preference Shares have each exercised their redemption right, except Emerald Ewood (Cayman) Limited, which has elected to redeem 50% of its shareholding and convert the remaining 50% of its shareholding to Class C Shares (in accordance with the Pre-IPO Shareholders’ Agreement).

Pursuant to the terms of the IPO Implementation Deed, subject to the Global Offering becoming unconditional, all the issued, unissued and authorized Class A Shares, Class B Shares and Class C Shares will be reclassified and re-designated as ordinary Shares (“Share Redesignation”) immediately following the Share Conversion. Immediately after these changes are effected, the authorized share capital of the Company shall be US\$4,400,000 divided into 4,400,000,000 Shares of US\$0.001 par value each, and the issued share capital shall be 2,717,894,514 Shares of US\$0.001 par value each. For further details of the IPO Implementation Deed, please refer to the paragraph headed“—IPO Implementation Arrangements” in this section of the Prospectus.

# PRE-IPO EMPLOYEE SHARE OPTION PLANS

# Pre-IPO KM ESOP

The Pre-IPO KM ESOP was adopted by our Board on November 24, 2017. As of the Latest Practicable Date, the current number of options granted to 163 grantees of the Pre-IPO KM ESOP, allow for the aggregate subscription of 63,558,343 Shares, representing approximately 2.09% of the share capital of our Company immediately following the completion of the Global Offering. No additional options will be granted under the Pre-IPO KM ESOP. For further information, a summary of the principal terms of the Pre-IPO KM ESOP is set out in the section headed “Statutory and General Information—D. Pre-IPO KM ESOP, Pre-IPO Tier 1 ESOP and Post-IPO Share Option Scheme—1. Pre-IPO KM ESOP” in Appendix VIII to this Prospectus.

ESOP Shareholders have entered into arrangements with our Company under which the ESOP Shareholders agreed to transfer an aggregate of up to 15,246,949 Class A and/or Class B1 Shares to our Company, or make cash payments, upon exercise of certain options over shares in our Company (the “Relevant Options”) by the relevant participants under the Pre-IPO KM ESOP. Pursuant to the IPO Implementation Deed, these arrangements will be terminated on the date of Listing in consideration of an adjustment to the number of Shares that Laurels is issued upon exercise of certain vested and unexercised options under the Pre-IPO Tier 1 ESOP, certain cash payments from our Company to Laurels and WP OCIM and cancellation of certain vested and unexercised options under the Pre-IPO Tier 1 ESOP held by WP OCIM (the “ESOP Unwind”). Our Company will, after Listing, make cash payments to the ESOP Shareholders based on the then market value of the Shares if any Relevant Options expire or lapse on or after the Listing Date. For further details of the IPO Implementation Deed, please see the paragraph headed “—IPO Implementation Arrangements” in this section below.

# Pre-IPO Tier 1 ESOP

The Pre-IPO Tier 1 ESOP was adopted by our Board pursuant to a shareholders’ agreement dated November 3, 2015. As of the Latest Practicable Date, each of WP OCIM and Laurels hold unexercised options to subscribe for a total of 15,800,325 Shares each and Redwood Consulting holds unexercised options to subscribe for a total of 35,995,945 Shares, representing in aggregate approximately 2.2% of the share capital of our Company immediately following the completion of the Global Offering. Under the terms of the IPO Implementation Deed, the Company and the holders of the Pre-IPO Tier 1 ESOP have agreed: (i) not to exercise any vested options under the Pre-IPO Tier 1 ESOP until the Listing Date; and (ii) to exercise or cancel all the vested and unexercised options under the Pre-IPO Tier 1 ESOP on the Listing Date on a cashless basis based on the Offer Price, such that the option holders will not be required to make payment of the strike price of the options being exercised save for the nominal value of such Shares (the “Strike Amount”) and instead, the number of Shares to be issued on such exercise will be reduced by an amount whose value would equal the Strike Amount (the “Tier 1 Exercise”). For further information, a summary of the principal terms of the Pre-IPO Tier 1 ESOP is set out in the section headed “Statutory and General Information—D. Pre-IPO KM ESOP, Pre-IPO Tier 1 ESOP and Post-IPO Share Option Scheme—2. Pre-IPO Tier 1 ESOP” in Appendix VIII to this Prospectus.

As a result of the Tier 1 Exercise and taking into account agreements related to the ESOP Unwind and the Incentivization Unwind, Laurels and Redwood Consulting will be issued 1,606,449 Shares and 11,010,870 Shares, respectively, on the Listing Date, assuming the Offer Price is determined to be HK\$16.80, the mid-point of the Offer Price range and the Listing Date is determined to be Thursday, June 20, 2019.