**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 20-F/A**

 

**(Amendment No. 1)**

 

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**(Mark One)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF   1934**                                                                                                                                                                                                                                                                                 |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                              |
| **x**      | **ANNUAL REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended December 31, 2018.**                                                                                                                                                                                                                                                     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                              |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period   from                      to                    ** |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                              |
| **o**      | **SHELL COMPANY REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                                             |

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

**For the transition period from                       to                        **

 

Commission file number: 001-38712

 
| **Pintec   Technology Holdings Limited**                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                                                                                                             |
|                                                                                                                                                                                                                                               |
| **N/A**                                                                                                                                                                                                                                            |
| (Translation of Registrant’s name into English)                                                                                                                                                                                               |
|                                                                                                                                                                                                                                               |
| **Cayman Islands**                                                                                                                                                                                                                                 |
| (Jurisdiction of incorporation or organization)                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                               |
| **9/F Heng An Building**

**No. 17 East 3rd Ring Road**

**Chaoyang District, Beijing**

**People’s Republic of China**

**+86 10 8564-3600**                                                                                                 |
| (Address of principal executive offices)                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                               |
| **Steven Yuan Ning Sim, Chief Financial Officer**

**Telephone: +86 10 8564-3600**

**Email: steven.sim@pintec.com**

**9/F Heng An Building**

**No. 17 East 3rd Ring Road**

**Chaoyang District, Beijing**

**People’s Republic of China** |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                                                                                                                          |

 

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

 

| **Title of each class**                                                                                                         | ** ** | **Trading   Symbol(s)** | ** ** | **Name of each exchange on which registered** |
|------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------|------------|-----------------------------------------------------------------------------|
| **American depositary shares (one American   depositary share representing seven Class A ordinary shares, par value US$0.000125   per share)** | ** ** | **PT**                  | ** ** | **The Nasdaq Stock Market LLC****(The Nasdaq Global Market)**               |
| **Class A ordinary shares, par value US$0.000125   per share***                                                                                | ** ** | ** **              | ** ** | **The Nasdaq Stock Market LLC****(The Nasdaq Global Market)**               |

 

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*              Not for trading, but only in connection with the listing on The Nasdaq Global Market of American depositary shares.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

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

 
| **None**         |
|------------------|
| (Title of Class) |

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

**As of December 31, 2018, there were 213,811,958 Class A ordinary shares and 51,782,495 Class B ordinary shares, par value US$0.000125 per share.**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

o Yes   x No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

o Yes   x No

 

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

 

| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer x |   | Emerging growth company x |
|---------------------------|--------|---------------------|--------|-------------------------|--------|--------------------------------|

 

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

 

†    The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP x |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board o |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes   o No

 

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** **

**EXPLANATORY NOTE**

 

We are amending our Annual Report on Form 20-F for the year ended December 31, 2018 as originally filed with the U.S. Securities and Exchange Commission on July 30, 2019 (the “Original Annual Report”), to correct certain disclosure about the numbers of options which are outstanding and which may still be granted under our share incentive plans. The last sentence on page 107 in the Original Annual Report, under “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentives—2018 Share Incentive Plan,” should read:

 

“As of the date of this annual report, options to purchase a total of 3,280,455 ordinary shares were granted and outstanding under our Second Plan, and options to purchase an additional 2,679,746 ordinary shares may still be granted in the aggregate under our First Plan and our Second Plan.”

 

This Amendment No. 1 consists of a cover page, this explanatory note, the signature pages and the required certifications of the chief executive officer and chief financial officer of Pintec Technology Holdings Limited.

 

Except for the matters described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Annual Report.

 

1

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**Item 19.**                          **Exhibits**

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                  |       | Third   Amended and Restated Memorandum and Articles of Association of the Registrant   (incorporated by reference to Exhibit 3.2 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.1                  |       | Registrant’s   Specimen American Depositary Receipt (incorporated by reference to   Exhibit 4.1 of our registration statement on Form F-1 (file no.   333-226188), as amended, initially filed with the Securities and Exchange   Commission on July 16, 2018)                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.2                  |       | Registrant’s   Specimen Certificate for Class A Ordinary Shares (incorporated by   reference to Exhibit 4.2 of our registration statement on Form F-1   (file no. 333-226188), as amended, initially filed with the Securities and   Exchange Commission on July 16, 2018)                                                                                                                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.3                  |       | Form of   Deposit Agreement (incorporated by reference to Exhibit 4.3 of our   registration statement on Form F-1 (file no. 333-226188), as amended,   initially filed with the Securities and Exchange Commission on July 16,   2018)                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1                  |       | 2017   Share Incentive Plan of the Registrant (incorporated by reference to   Exhibit 10.1 of our Registration Statement on Form F-1 (file no. 333-226188)   filed with the Securities and Exchange Commission on July 16, 2018)                                                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2                  |       | Form of   Indemnification Agreement between the Registrant and its directors and   executive officers (incorporated by reference to Exhibit 10.2 of our   registration statement on Form F-1 (file no. 333-226188), as amended,   initially filed with the Securities and Exchange Commission on July 16,   2018)                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3                  |       | Form of   Employment Agreement between the Registrant and its executive officers   (incorporated by reference to Exhibit 10.3 of our registration statement   on Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4                  |       | English   translation of Exclusive Business Cooperation Agreement between Sky City   (Beijing) Technology Co., Ltd. and Anquying (Tianjin) Business   Information Consulting Co., Ltd. dated December 13, 2017   (incorporated by reference to Exhibit 10.4 of our registration statement   on Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.5                  |       | English   translation of Exclusive Option Agreement among Sky City (Beijing) Technology   Co., Ltd., Anquying (Tianjin) Business Information Consulting   Co., Ltd. and shareholders of Anquying (Tianjin) Business Information   Consulting Co., Ltd. dated December 13, 2017 (incorporated by   reference to Exhibit 10.5 of our registration statement on Form F-1   (file no. 333-226188), as amended, initially filed with the Securities and   Exchange Commission on July 16, 2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6                  |       | English   translation of Equity Pledge Agreement among Sky City (Beijing) Technology   Co., Ltd., Anquying (Tianjin) Business Information Consulting   Co., Ltd. and shareholders of Anquying (Tianjin) Business Information   Consulting Co., Ltd. dated December 13, 2017 (incorporated by   reference to Exhibit 10.6 of our registration statement on Form F-1   (file no. 333-226188), as amended, initially filed with the Securities and   Exchange Commission on July 16, 2018)    |

 

2

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| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.7                  |       | English   translation of the Power of Attorney by the shareholders of Anquying   (Tianjin) Business Information Consulting Co., Ltd. dated   December 13, 2017 (incorporated by reference to Exhibit 10.7 of our   registration statement on Form F-1 (file no. 333-226188), as amended,   initially filed with the Securities and Exchange Commission on July 16,   2018)                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8                  |       | English   translation of Exclusive Business Cooperation Agreement between Pintec   (Beijing) Technology Co., Ltd. and Xuanji Intelligence (Beijing)   Technology Co., Ltd. dated December 13, 2017 (incorporated by   reference to Exhibit 10.8 of our registration statement on Form F-1   (file no. 333-226188), as amended, initially filed with the Securities and   Exchange Commission on July 16, 2018)                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9                  |       | English   translation of Exclusive Option Agreement among Pintec (Beijing) Technology   Co., Ltd., Xuanji Intelligence (Beijing) Technology Co., Ltd. and   shareholders of Xuanji Intelligence (Beijing) Technology Co., Ltd..   dated December 13, 2017 (incorporated by reference to Exhibit 10.9   of our registration statement on Form F-1 (file no. 333-226188), as   amended, initially filed with the Securities and Exchange Commission on   July 16, 2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10                 |       | English   translation of Equity Pledge Agreement among Pintec (Beijing) Technology   Co., Ltd., Xuanji Intelligence (Beijing) Technology Co., Ltd. and   shareholders of Xuanji Intelligence (Beijing) Technology Co., Ltd. dated   December 13, 2017 (incorporated by reference to Exhibit 10.10 of   our registration statement on Form F-1 (file no. 333-226188), as   amended, initially filed with the Securities and Exchange Commission on   July 16, 2018)    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.11                 |       | English   translation of the Power of Attorney by the shareholders of Xuanji   Intelligence (Beijing) Technology Co., Ltd. dated December 13, 2017   (incorporated by reference to Exhibit 10.11 of our registration   statement on Form F-1 (file no. 333-226188), as amended, initially filed   with the Securities and Exchange Commission on July 16, 2018)                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.12                 |       | English   translation of Exclusive Business Cooperation Agreement between Pintec (Beijing)   Technology Co., Ltd. and Pintec Jinke (Beijing) Technology Information   Co., Ltd. (incorporated by reference to Exhibit 10.12 of our   registration statement on Form F-1 (file no. 333-226188), as amended,   initially filed with the Securities and Exchange Commission on July 16,   2018)                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.13                 |       | English   translation of Exclusive Option Agreement among Pintec (Beijing) Technology   Co., Ltd., Pintec Jinke (Beijing) Technology Information Co., Ltd.   and shareholders of Pintec Jinke (Beijing) Technology Information   Co., Ltd. (incorporated by reference to Exhibit 10.13 of our   registration statement on Form F-1 (file no. 333-226188), as amended,   initially filed with the Securities and Exchange Commission on July 16,   2018)                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.14                 |       | English   translation of Equity Pledge Agreement among Pintec (Beijing) Technology Co., Ltd.,   Pintec Jinke (Beijing) Technology Information Co., Ltd. and shareholders   of Pintec Jinke (Beijing) Technology Information Co., Ltd. (incorporated   by reference to Exhibit 10.14 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.15                 |       | English   translation of the Power of Attorney by the shareholders of Pintec Jinke   (Beijing) Technology Information Co., Ltd. (incorporated by reference to   Exhibit 10.15 of our registration statement on Form F-1 (file no.   333-226188), as amended, initially filed with the Securities and Exchange Commission   on July 16, 2018)                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.16                 |       | English   translation of Exclusive Business Cooperation Agreement between Pintec   (Beijing) Technology Co., Ltd. and Beijing Hongdian Fund Distributor   Co., Ltd. dated December 13, 2017 (incorporated by reference to   Exhibit 10.16 of our registration statement on Form F-1 (file no.   333-226188), as amended, initially filed with the Securities and Exchange   Commission on July 16, 2018)                                                                   |

 

3

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| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.17                 |       | English   translation of Exclusive Option Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and   shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated   December 13, 2017 (incorporated by reference to Exhibit 10.17 of   our registration statement on Form F-1 (file no. 333-226188), as   amended, initially filed with the Securities and Exchange Commission on   July 16, 2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.18                 |       | English   translation of Equity Pledge Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and   shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated   December 13, 2017 (incorporated by reference to Exhibit 10.18 of   our registration statement on Form F-1 (file no. 333-226188), as   amended, initially filed with the Securities and Exchange Commission on   July 16, 2018)    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.19                 |       | English   translation of the Power of Attorney by the shareholders of Beijing Hongdian   Fund Distributor Co., Ltd. dated December 13, 2017 (incorporated by   reference to Exhibit 10.19 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.20                 |       | English   translation of “Jiequhua” Business Cooperation Agreement by and among Tianjin   Quna Internet Finance Information Technology Co., Ltd. and Shanghai   Anquying Technology Co., Ltd. dated April 3, 2018   (incorporated by reference to Exhibit 10.20 of our registration   statement on Form F-1 (file no. 333-226188), as amended, initially filed   with the Securities and Exchange Commission on July 16, 2018)           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.21                 |       | English   translation of “Naquhua” Business Cooperation Agreement by and among Shanghai   Anquying Technology Co., Ltd. and Xi’an Quxie Financial   Services Co., Ltd. dated December 25, 2017 (incorporated by   reference to Exhibit 10.21 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.22                 |       | English   translation of Supplemental Agreement (I) to Naquhua Business   Cooperation Agreement by and among Shanghai Anquying   Technology Co., Ltd. and Xi’an Quxie Financial   Services Co., Ltd. dated February 2, 2018 (incorporated by   reference to Exhibit 10.22 of our registration statement on Form F-1   (file no. 333-226188), as amended, initially filed with the Securities and   Exchange Commission on July 16, 2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.23                 |       | English   translation of Supplemental Agreement (III) to Naquhua Business   Cooperation Agreement by and among Shanghai Anquying   Technology Co., Ltd. and Xi’an Quxie Financial   Services Co., Ltd. dated May 1, 2018 (incorporated by   reference to Exhibit 10.23 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.24                 |       | Lerong   Cooperation Agreement by and among Shanghai Anquying   Technology Co., Ltd. and Beijing Lerong Duoyuan Information   Technology Co., Ltd. dated August 30, 2016 (incorporated   by reference to Exhibit 10.24 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.25                 |       | Master   Transaction Agreement by and between Pintec Technology Holdings Limited and   Pintec Holdings Limited, dated December 1, 2017 (incorporated by   reference to Exhibit 10.25 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.26                 |       | Restructuring   Agreement by and among Pintec Holdings Limited and Shareholders, dated   December 1, 2017 (incorporated by reference to Exhibit 10.26 of our   registration statement on Form F-1 (file no. 333-226188), as amended,   initially filed with the Securities and Exchange Commission on July 16,   2018)                                                                                                                                                 |

 

4

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| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.27                 |       | Cooperation   Framework Agreement by and between Pintec Technology Holdings Limited and   Pintec Holdings Limited, dated December 1, 2017 (incorporated by   reference to Exhibit 10.27 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.28                 |       | Non-Competition   Agreement by and between Pintec Technology Holdings Limited and Pintec   Holdings Limited, dated December 1, 2017 (incorporated by reference to   Exhibit 10.28 of our registration statement on Form F-1 (file no.   333-226188), as amended, initially filed with the Securities and Exchange   Commission on July 16, 2018)                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.29                 |       | Intellectual   Property License Agreement by and between Pintec Technology Holdings Limited   and Pintec Holdings Limited, dated December 1, 2017 (incorporated by   reference to Exhibit 10.29 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.30                 |       | Loan   agreement between Shenzhen Qianhai Minheng Commericial   Factoring Co., Ltd. and Xuan Zhang dated as of January 22,   2018, and amended as of March 9, 2018 (incorporated by reference to   Exhibit 10.30 of our registration statement on Form F-1 (file no.   333-226188), as amended, initially filed with the Securities and Exchange   Commission on July 16, 2018)                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.31                 |       | 2018   Share Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.32                 |       | Loan   agreement between Shenzhen Qianhai Minheng Commercial   Factoring Co., Ltd. and Xijin (Shanghai) Venture Capital   Management Co., Ltd. dated as of July 14, 2018 (incorporated   by reference to Exhibit 10.32 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.33                 |       | Loan   agreement between Shenzhen Qianhai Minheng Commercial Factoring   Co., Ltd. and Xijin (Shanghai) Venture Capital   Management Co., Ltd. dated as of July 25, 2018 (incorporated   by reference to Exhibit 10.33 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018)                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.34                 |       | Supplementary   Agreement to loan agreement between Shenzhen Qianhai Minheng Commercial   Factoring Co., Ltd. and Xijin (Shanghai) Venture Capital   Management Co., Ltd. dated as of August 21, 2018 (incorporated   by reference to Exhibit 10.34 of our registration statement on   Form F-1 (file no. 333-226188), as amended, initially filed with the   Securities and Exchange Commission on July 16, 2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.35†           |       | English   translation of Exclusive Option Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and   shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated   January 23, 2019                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.36†           |       | English   translation of Equity Pledge Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and   shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated   January 23, 2019                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.37†           |       | English   translation of the Power of Attorney by Wei Hu, a shareholder of Beijing   Hongdian Fund Distributor Co., Ltd., dated January 23, 2019                                                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.38†           |       | English   translation of the Power of Attorney by Beijing Xinshun Dingye Technology   Co., Ltd., a shareholder of Beijing Hongdian Fund Distributor   Co., Ltd., dated January 23, 2019                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.39†           |       | English   translation of Termination Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and Wei Hu,   a shareholder of Beijing Hongdian Fund Distributor Co., Ltd., dated   January 23, 2019                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.40†           |       | English   translation of Exclusive Option Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Xinshun Dingye Technology Co., Ltd. and   shareholders of Beijing Xinshun Dingye Technology Co., Ltd. dated   January 30, 2019                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.41†           |       | English   translation of Equity Pledge Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Xinshun Dingye Technology Co., Ltd. and   shareholders of Beijing Xinshun Dingye Technology Co., Ltd. dated   January 30, 2019                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.42†           |       | English   translation of the Power of Attorney by Wei Hu, a shareholder of Beijing   Xinshun Dingye Technology Co., Ltd., dated January 30, 2019                                                                                                                                                                                                                                                                                                 |

 

5

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| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.43†           |       | English   translation of the Power of Attorney by Yudong Zheng, a shareholder of   Beijing Xinshun Dingye Technology Co., Ltd., dated January 30, 2019                                                                                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.44†           |       | English   translation of Termination Agreement among Pintec (Beijing) Technology   Co., Ltd., Beijing Xinshun Dingye Technology Co., Ltd. and the   shareholders of Beijing Xinshun Dingye Technology Co., Ltd. dated   January 30, 2019                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.45†           |       | English   translation of Supplementary Agreement 2 to loan agreement between Shenzhen   Qianhai Minheng Commercial Factoring Co., Ltd. and Xijin (Shanghai)   Venture Capital Management Co., Ltd. dated as of December 31,   2018                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.46†           |       | English   translation of Ganzhou Jimu Micro Finance Co., Ltd. Purchase Agreement   between Lerong Duoyuan (Beijing) Technology Co., Ltd. and Shanghai   Anquying Technology Co., Ltd., dated as of March 18, 2019                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.47†           |       | English   translation of Loan Agreement among Shanghai Anquying Technology Co., Ltd.,   Beijing LeRong Duoyuan Information Technology Co., Ltd., Sky City (Beijing)   Technology Co., Ltd., Shenzhen Qianhai Minheng Commercial Factoring Co.,   Ltd., Pintec (Beijing) Technology Co., Ltd., Lerong Duoyuan (Beijing) Science   and Technology Co., Ltd. and Jianianhua (Tianjin) Information Technology Co.,   Ltd. dated July 19, 2019 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.48†           |       | English   translation of Supplementary Agreement 1 to loan agreement among Shanghai   Anquying Technology Co., Ltd., Beijing LeRong Duoyuan Information   Technology Co., Ltd., Sky City (Beijing) Technology Co., Ltd. and   Lerong Duoyuan (Beijing) Technology Co., Ltd. dated July 19, 2019                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.49†           |       | English   translation of Supplementary Agreement 2 to loan agreement among Shanghai   Anquying Technology Co., Ltd., Beijing LeRong Duoyuan Information   Technology Co., Ltd., Sky City (Beijing) Technology Co., Ltd. and   Lerong Duoyuan (Beijing) Technology Co., Ltd. dated July 19, 2019                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.50†           |       | English   translation of Loan Agreement among the Registrant, Jimu Holdings Limited,   Next Hop Holdings Limited, Next Hop HongKong Limited and Sky City HongKong   Limited dated July 19, 2019                                                                                                                                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.51†           |       | English   translation of Supplementary Agreement to loan agreement between the   Registrant and Jimu Holdings Limited dated July 19, 2019                                                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.52†           |       | English   translation of Information Service Cooperation Agreement among Beijing LeRong   Duoyuan Information Technology Co., Ltd., Lerong Duoyuan (Beijing) Technology   Co., Ltd. and Shanghai Anquying Technology Co., Ltd. dated July 19, 2019                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 8.1†            |       | List   of Principal Subsidiaries and Consolidated Affiliated Entities                                                                                                                                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 11.1                 |       | Code   of Business Conduct and Ethics (incorporated by reference to   Exhibit 99.1 of our Registration Statement on Form F-1 (file no.   333-226188), as amended, initially filed with the Securities and Exchange   Commission on July 16, 2018)                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 12.1*                |       | Certification by Principal Executive Officer Pursuant   to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 12.2*                |       | Certification by Principal Financial Officer Pursuant   to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 13.1†           |       | Certification   by Principal Executive Officer Pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 13.2†           |       | Certification   by Principal Financial Officer Pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 15.1†           |       | Consent   of Shihui Partners                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 15.2†           |       | Consent   of Travers Thorp Alberga                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 15.3†           |       | Consent   of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public   Accounting Firm                                                                                                                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101.INS†        |       | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101.SCH†        |       | XBRL Taxonomy Extension   Schema Document                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101.CAL†        |       | XBRL Taxonomy Extension   Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101.DEF†        |       | XBRL Taxonomy Extension   Definition Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101.LAB†        |       | XBRL Taxonomy Extension   Label Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101.PRE†        |       | XBRL Taxonomy Extension   Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                  |

 

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†                 Filed with the Original Annual Report

 

*                 Filed herewith

 

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**SIGNATURES**

 

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this amendment no. 1 to the annual report on its behalf.

 
|                 | Pintec Technology Holdings Limited |
|----------------------|------------------------------------|
|                 |                               |
|                 | By:                                | /s/ Wei Wei |
|                 |                               | Name: | Wei Wei |
|                 |                               | Title: | Chief Executive Officer and Director |
|                 |                               |
| Date: August 7, 2019 |                               |

 

7

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