ITEM 4. PURPOSE OF TRANSACTION
On October 27, 2020, the Issuer publicly announced that Pintec (Yinchuan) Technology Co., Ltd. (the “Transferee”), a
wholly-owned subsidiary of the Issuer, entered into an Equity Transfer Agreement (the “Equity Transfer Agreement”), pursuant to which Ningxia Fengyin Enterprise Management Consulting LLP (the “Transferor”) agreed to transfer all
the outstanding equity interests in Yinchuan Chuanxi Technology Co., Ltd. (“Chuanxi Technology”), to the Transferee, in exchange for a total consideration of RMB400,000,000 (the “Consideration”).
The Transferor, the Transferee and Chuanxi Technology also entered into a supplemental agreement to the Equity Transfer Agreement, pursuant to
which the Warrant was granted to Otov Alfa Holdings Limited, an affiliate of the Transferor, to purchase up to 320,036,570 Class A ordinary shares in the form of 45,719,510 ADSs, each representing 7 Class A ordinary shares of the Issuer,
par value $0.000125 per share, to satisfy the payment obligation of the Consideration.
The terms of the Warrant and the Equity Transfer
Agreement, as amended, provide that, among other things:
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The number of the shares issuable upon exercise of the Warrant is calculated by the U.S. dollar equivalent of the
Consideration divided by US$1.30 per ADS, representing approximately a 25.0% premium to the 45-day volume weighted average price of the ADSs as of the date of the Equity Purchase Agreement.
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The Warrant is exercisable immediately at the par value per Warrant Share and will expire on the third
anniversary of the issuance date.
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If the Warrant is fully exercised before its expiration date, the Transferee will be released from the obligation
to pay the Consideration.
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If the Warrant is not fully exercised before its expiration date, the Transferee will be required to pay the
portion of the Consideration not reflected by the shares issuable upon exercise of the Warrant (to the extent exercised) within 20 days after the expiration date of the Warrant. The Transferee is also obligated to pay an annual interest of 8.75% for
any unpaid portion of the Consideration on a quarterly basis.
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The information disclosed in this Item 4 does not purport
to be complete and is qualified in its entirety by reference to the Warrant, a copy of which is attached hereto as Exhibits 99.2, and which is incorporated herein by reference in its entirety.
Except as indicated above, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action
specified in Item 4 on this Schedule 13D. The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be
effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws.
ITEM 5. INTEREST IN SECURITIES
OF THE ISSUER
(a) As of the date of this Schedule 13D, Otov Alfa Holdings Limited has not exercised any part of the Warrant and does
not hold Issuer’s ordinary shares of record. Pursuant to the terms of the Warrant, Otov Alfa Holdings Limited has the right to purchase up to 320,036,570 Class A ordinary shares in the form of 45,719,510 ADSs, each representing 7
Class A ordinary shares of the Issuer.
(b) As of the date of this Schedule 13D, Mr. Li, through Otov Alfa Holdings Limited,
indirectly holds the right to purchase up to 320,036,570 Class A ordinary shares in the form of 45,719,510 ADSs, each representing 7 Class A ordinary shares of the Issuer.
(c) Except as set forth in Item 3 and 4 above, none of the Reporting Persons, and to their knowledge, none of the Reporting Persons has
effected any transactions in the Class A ordinary shares during the 60 days preceding the filing of this Schedule 13D.
(d) Not
applicable.
(e) Not applicable.