QTT / Qutoutiao Inc - ADR - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Qutoutiao Inc - ADR
US ˙ NASDAQ ˙ US74915J1079
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1733298
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Qutoutiao Inc - ADR
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
April 30, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

April 30, 2025 EX-13.1

Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bing Xu, Chief Executive Officer and Chief F

April 30, 2025 EX-12.1

Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Bing Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

April 30, 2025 EX-15.2

April 30, 2025

Exhibit 15.2 April 30, 2025 To: Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China +86-21-5889-0398 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this consent, excluding the Hong Kong Special Administrative Region,

April 30, 2025 EX-15.1

Consent of Shandong Haoxin Certified Public Accountants Co., Ltd.

Exhibit 15.1 Consent of Shandong Haoxin Certified Public Accountants Co., Ltd. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-229673 and 333-257224) of Qutoutiao Inc. of our report dated April 30, 2025 relating to the financial statements, which appears in this Form 20-F of Qutoutiao Inc. for the year ended December 31, 2024. /s/ Shandong Ha

May 15, 2024 EX-15.1

Consent of Shandong Haoxin Certified Public Accountants Co., Ltd.

Exhibit 15.1 Consent of Shandong Haoxin Certified Public Accountants Co., Ltd. We hereby consent to the incorporation by reference in this Annual Report on Form 20-F of Qutoutiao Inc. of our report dated May 15, 2024 relating to the financial statements, which appears in this Form 20-F. /s/ Shandong Haoxin Certified Public Accountants Co., Ltd. Weifang, the People’s Republic of China May 15, 2024

May 15, 2024 EX-15.3

May 15, 2024

Exhibit 15.3 May 15, 2024 To: Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China +86-21-5889-0398 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this consent, excluding the Hong Kong Special Administrative Region, t

May 15, 2024 EX-13.1

Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bing Xu, Chief Executive Officer and Chief F

May 15, 2024 EX-12.1

Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Bing Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

May 15, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

May 15, 2024 EX-15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-229673 and 333-257224) of Qutoutiao Inc. of our report dated May 2, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Shanghai, People’s Republic of China May

April 29, 2024 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-38644 CUSIP NUMBER: 74915J206 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 19, 2023 CORRESP

Qutoutiao Inc. Building No. 2, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China

Qutoutiao Inc. Building No. 2, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China October 19, 2023 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention:    Mr. Austin Pattan  Ms. Jennifer Gowetski Re: Qutoutiao Inc. Form 20-F for the Fiscal Year Ended Dece

August 25, 2023 CORRESP

Qutoutiao Inc. Building No. 2, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China

Qutoutiao Inc. Building No. 2, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China August 25, 2023 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Austin Pattan Ms. Jennifer Gowetski Re: Qutoutiao Inc. Form 20-F for the Fiscal Year Ended December

May 12, 2023 EX-13.1

Certification by the Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 Exhibit 13.1 Certification by the Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Siliang Tan, Chief Exec

May 12, 2023 EX-15.3

May 12, 2023

EX-15.3 Exhibit 15.3 May 12, 2023 To: Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China +86-21-5889-0398 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this consent, excluding the Hong Kong Special Administrative R

May 12, 2023 EX-15.1

Consent of Shandong Haoxin Certified Public Accountants Co., Ltd.

EX-15.1 Exhibit 15.1 Consent of Shandong Haoxin Certified Public Accountants Co., Ltd. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-229673 and 333-257224) of Qutoutiao Inc. of our report dated May 12, 2023 relating to the financial statements, which appears in this Annual Report on Form 20-F of Qutoutiao Inc. for the year ended December 31

May 12, 2023 EX-12.1

Certification by the Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 Exhibit 12.1 Certification by the Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Eric Siliang Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mater

May 12, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

May 12, 2023 EX-15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-15.2 Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-229673 and 333-257224) of Qutoutiao Inc. of our report dated May 2, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Shanghai, People’s Republic of China

May 12, 2023 EX-15.4

Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F

Exhibit 15.4 Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F I, Eric Siliang Tan, Chairman, Chief Executive Officer and Interim Chief Financial Officer of Qutoutiao Inc. (the “Company”), certify that to my knowledge following due inquiry: (1) As of the date hereof, the directors and officers of the Company consist of: Eric Siliang Tan, Jianfei Dong, Oliver Yucheng

May 12, 2023 EX-16.1

May 12, 2023

EX-16.1 Exhibit 16.1 May 12, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Qutoutiao Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 16F of the Annual Report on Form 20-F for the year ended December 31, 2022 of Qutoutiao Inc. dated May 12, 2023.

April 28, 2023 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ T

NT 20-F SEC FILE NUMBER: 001-38644 CUSIP NUMBER: 74915J206 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 20, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 2023 (Commission File No. 001-38644) QUTOUTIAO INC. Building No.

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 2023 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People’s Republic of China (Address of registrant’s princip

March 20, 2023 EX-99.1

Qutoutiao Inc. Announces Nasdaq Delisting Determination

EX-99.1 Exhibit 99.1 Qutoutiao Inc. Announces Nasdaq Delisting Determination SHANGHAI, China, March 20, 2023 (GLOBE NEWSWIRE) – Qutoutiao Inc. (“Qutoutiao” or the “Company”) today announced that on March 14, 2023, it received a determination letter (the “Letter”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Staf

January 19, 2023 EX-99.2

Qutoutiao Inc. Announces Receipt of Nasdaq Notice

Exhibit 99.2 Qutoutiao Inc. Announces Receipt of Nasdaq Notice SHANGHAI, China, January 19, 2023 (GLOBE NEWSWIRE) – Qutoutiao Inc. (“Qutoutiao” or the “Company”) today announced that it has received a written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) dated January 13, 2023, indicating that the Company is not currently in complian

January 19, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 2023 (Commission File No. 001-38644) QUTOUTIAO INC. Building No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 2023 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People’s Republic of China (Address of registrant’s principal exec

January 19, 2023 EX-99.1

Qutoutiao Inc. Announces Change of Auditor

EX-99.1 2 qtt-ex9917.htm EX-99.1 QUTOUTIAO INC. ANNOUNCES CHANGE OF AUDITOR Exhibit 99.1 Qutoutiao Inc. Announces Change of Auditor SHANGHAI, China, January 19, 2023 (GLOBE NEWSWIRE) – Qutoutiao Inc. (“Qutoutiao” or the “Company”) announced that it dismissed PricewaterhouseCoopers Zhong Tian LLP (“PwC”) on January 3, 2023 and engaged Shandong Haoxin Certified Public Accountants Co., Ltd. (“Shandon

November 1, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal exe

November 1, 2022 EX-99.1

Qutoutiao Inc. Announces Management Change

Exhibit 99.1 Qutoutiao Inc. Announces Management Change SHANGHAI, China, November 1, 2022 (GLOBE NEWSWIRE) ? Qutoutiao Inc. ("Qutoutiao" or the "Company") has received a notice of resignation from Mr. Xiaolu Zhu, who will cease to serve as chief financial officer of the Company, effective November 2, 2022. Mr. Zhu's resignation is due to personal reasons, and the Company is grateful for his valuab

September 28, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal ex

September 28, 2022 EX-99.1

Qutoutiao Inc. Announces Receipt of Nasdaq Notice

Exhibit 99.1 Qutoutiao Inc. Announces Receipt of Nasdaq Notice SHANGHAI, China, September 28, 2022 (GLOBE NEWSWIRE) ? Qutoutiao Inc. ("Qutoutiao" or the "Company") today announced that it has received a written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Nasdaq?) dated September 26, 2022, indicating that for the last 30 consecutive business

September 15, 2022 EX-99.1

Qutoutiao Inc. Announces Receipt of Nasdaq Notice

Exhibit 99.1 Qutoutiao Inc. Announces Receipt of Nasdaq Notice SHANGHAI, China, September 14, 2022 (GLOBE NEWSWIRE) ? Qutoutiao Inc. ("Qutoutiao" or the "Company") today announced that it received a written notification from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") dated September 13, 2022, indicating that the Company no longer meets the continue

September 15, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal ex

May 2, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 2022 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal executiv

May 2, 2022 EX-15.2

Consent of King & Wood Mallesons

Exhibit 15.2 May 2, 2022 To: Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People?s Republic of China +86-21-5889-0398 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People?s Republic of China (the ?PRC?, for purposes of this consent, excluding the Hong Kong Special Administrative Region, th

May 2, 2022 EX-99.1

Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2021 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2021 Unaudited Financial Results SHANGHAI, China, May 2, 2022 (GLOBE NEWSWIRE) - Qutoutiao Inc. (?Qutoutiao?, the ?Company? or ?We?, and together with its subsidiaries and controlled affiliated entities, the ?Group?) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial resu

May 2, 2022 EX-13.1

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Siliang Tan, Chief Executive Officer of the Company, certif

May 2, 2022 EX-12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.2 Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaolu Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

May 2, 2022 EX-15.1

Consent of Independent Registered Public Accounting Firm

EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-229673 and 333-257224) and Form F-3 (No. 333-234779) of Qutoutiao Inc. of our report dated May 2, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Sh

May 2, 2022 EX-12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Eric Siliang Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state

May 2, 2022 EX-13.2

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.2 Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaolu Zhu, Chief Financial Officer of the Company, certify, pur

May 2, 2022 EX-4.25(A)

Third Supplemental Agreement to the Convertible Loan Agreement, dated April 29, 2022, by and between the Registrant and Alibaba Investment Limited.

Exhibit 4.25A THIRD SUPPLEMENTAL AGREEMENT THIS THIRD SUPPLEMENTAL AGREEMENT (this ?Agreement?) is made effective as of April 29, 2022 by and between QUTOUTIAO INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on NASDAQ with stock code ?QTT? (the ?Borrower? or the ?Company?), and ALIBABA.COM HONG KONG LIMITED, a business company incorpora

May 2, 2022 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

February 11, 2022 SC 13G/A

QTT / Qutoutiao Inc. / Tencent Holdings Ltd - SCHEDULE 13G AMENDMENT NO.2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, US$0.0001 par value per share (Title of Class of Securities) 74915J206 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

February 11, 2022 EX-99.(A)

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.

December 21, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal exe

December 21, 2021 EX-99.1

Qutoutiao Inc. Reports Third Quarter 2021 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Third Quarter 2021 Unaudited Financial Results SHANGHAI, China, December 21, 2021 (GLOBE NEWSWIRE) - Qutoutiao Inc. (?Qutoutiao?, the ?Company? or ?We?) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the third quarter ended September 30, 2021. Third Quarter 2021 Highlights ? Net revenues

December 2, 2021 EX-99.1

Qutoutiao Inc. Announces Plan to Implement ADS Ratio Change

Ex. 99.1 Qutoutiao Inc. Announces Plan to Implement ADS Ratio Change SHANGHAI, December 2, 2021 ? Qutoutiao Inc. (?Qutoutiao? or the ?Company?) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced that it plans to change the ratio of its American Depositary Shares (?ADSs?) to its Class A ordinary shares (the ?ADS Ratio?), par value US$0.0001 per share, from the c

December 2, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal exe

September 7, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal ex

September 7, 2021 EX-99.1

Qutoutiao Inc. Reports Second Quarter 2021 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Second Quarter 2021 Unaudited Financial Results SHANGHAI, China, September 7, 2021 (GLOBE NEWSWIRE) - Qutoutiao Inc. (?Qutoutiao?, the ?Company? or ?We?) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the second quarter ended June 30, 2021. Second Quarter 2021 Highlights ? Net revenues w

June 21, 2021 S-8

As Filed with the Securities and Exchange Commission on June 21, 2021

As Filed with the Securities and Exchange Commission on June 21, 2021 Registration No.

June 2, 2021 EX-99.1

Qutoutiao Inc. Reports First Quarter 2021 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports First Quarter 2021 Unaudited Financial Results SHANGHAI, China, June 1st, 2021 (GLOBE NEWSWIRE) - Qutoutiao Inc. (?Qutoutiao?, the ?Company? or ?We?) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the first quarter ended March 31, 2021. First Quarter 2021 Highlights ? Net revenues decrea

June 2, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal executi

March 26, 2021 EX-15.1

Consent of Independent Registered Public Accounting Firm

EX-15.1 7 d28345dex151.htm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-229673) and Registration Statement on Form F-3 (No. 333-234779) of Qutoutiao Inc. of our report dated March 26, 2021 relating to the financial statements, which appears in this Form 20-F. /s/

March 26, 2021 EX-12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaolu Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

March 26, 2021 EX-15.2

Consent of King & Wood Mallesons

EX-15.2 8 d28345dex152.htm EX-15.2 Exhibit 15.2 March 26, 2021 To: Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China +86-21-5889-0398 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this consent, excluding the Hong

March 26, 2021 EX-13.1

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Siliang Tan, Chief Executive Officer of the Company, certif

March 26, 2021 EX-13.2

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Xiaolu Zhu, Chief Financial Officer of the Company, certify, pursuant to

March 26, 2021 20-F

- FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

March 26, 2021 EX-12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Eric Siliang Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ma

March 11, 2021 CORRESP

Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People’s Republic of China

Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road, Pudong New Area Shanghai 200124 People?s Republic of China March 11, 2021 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Year End

March 4, 2021 CORRESP

Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yide Road, Pudong New Area Shanghai 201203 People’s Republic of China

Qutoutiao Inc. Building No. 8, Shanghai Pudong Software Park 519 Yide Road, Pudong New Area Shanghai 201203 People?s Republic of China March 4, 2021 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Year Ended

March 4, 2021 EX-99.1

Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2020 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2020 Unaudited Financial Results SHANGHAI, China, March 4, 2021 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the fourth quarter and fiscal year ended December 31, 2020. Fourth Quarter

March 4, 2021 6-K

Current Report of Foreign Issuer - QUTOUTIAO REPORTS FOURTH QUARTER AND FISCAL YEAR 2020 UNAUDITED FINANCIAL RESULTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 2021 (Commission File No. 001-38644) QUTOUTIAO INC. Building No. 8, Shanghai Pudong Software Park 519 Yi De Road Pudong New Area, Shanghai, 200124 People?s Republic of China (Address of registrant?s principal execut

February 19, 2021 CORRESP

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People’s Republic of China

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People?s Republic of China February 19, 2021 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Y

February 2, 2021 EX-99.(A)

JOINT FILING AGREEMENT

EX-99.(A) 2 d103995dex99a.htm EX-99.(A) Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments th

February 2, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, US$0.0001 par value per share (Title of Class o

Schedule 13G Amendment No.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, US$0.0001 par value per share (Title of Class of Securities) 74915J107** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check t

December 28, 2020 CORRESP

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People’s Republic of China

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People?s Republic of China December 28, 2020 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Y

December 17, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal

December 17, 2020 EX-99.1

Qutoutiao Inc. Reports Third Quarter 2020 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Third Quarter 2020 Unaudited Financial Results SHANGHAI, China, December 16, 2020 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the third quarter ended September 30, 2020. Third Quarter 2020 Highlights • Combined ave

November 18, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal

November 18, 2020 EX-99.2

QUTOUTIAO INC. (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: QTT) NOTICE OF ANNUAL GENERAL MEETING to be held on December 2, 2020 (or any adjourned or postponed meeting thereof)

Ex 99.2 QUTOUTIAO INC. (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: QTT) NOTICE OF ANNUAL GENERAL MEETING to be held on December 2, 2020 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Qutoutiao Inc. (the “Company”) will be held at 11/F, Block 3, XingChuang Technology Center, Shen Jiang Road 5005, S

November 18, 2020 EX-99.1

Qutoutiao Inc. to Hold 2020 Annual General Meeting on December 2, 2020

Ex 99.1 Qutoutiao Inc. to Hold 2020 Annual General Meeting on December 2, 2020 SHANGHAI, November 18, 2020 - Qutoutiao Inc. (“Qutoutiao” or the “Company”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced that it will hold its 2020 annual general meeting of shareholders (the “AGM”) at 11/F, Block 3, XingChuang Technology Center, Shen Jiang Road 5005, Shanghai,

October 27, 2020 CORRESP

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People’s Republic of China

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People?s Republic of China October 27, 2020 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Ye

September 29, 2020 CORRESP

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People’s Republic of China

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People?s Republic of China September 29, 2020 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal

September 22, 2020 6-K

Current Report of Foreign Issuer - 6-K-Q2'20 ER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principa

September 22, 2020 EX-99.1

Qutoutiao Inc. Reports Second Quarter 2020 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Second Quarter 2020 Unaudited Financial Results SHANGHAI, China, September 21, 2020 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the second quarter ended June 30, 2020. Second Quarter 2020 Highlights • Combined aver

August 10, 2020 CORRESP

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People’s Republic of China

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People?s Republic of China August 10, 2020 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Yea

July 17, 2020 CORRESP

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People’s Republic of China

Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center 5005 Shen Jiang Road, Pudong New Area Shanghai 200120 People?s Republic of China July 17, 2020 VIA EDGAR Mr. Morgan Youngwood Mr. Stephen Krikorian Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qutoutiao Inc. Form 20-F for the Fiscal Year

June 5, 2020 6-K

Current Report of Foreign Issuer - QTT 20Q1 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal exe

June 5, 2020 EX-99.1

Qutoutiao Inc. Reports First Quarter 2020 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports First Quarter 2020 Unaudited Financial Results SHANGHAI, China, June 4, 2020 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the first quarter ended March 31, 2020. First Quarter 2020 Highlights • Combined average MAUs

April 23, 2020 EX-4.33

Voting Rights Proxy Agreement, dated January 1, 2019, by and among Shanghai Quyun, DragonS Information and each shareholder of DragonS Information (English Translation) (incorporated herein by reference to Exhibit 4.33 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.33 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on January 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Biao Liu, Chinese, ID No.: [REDACTED]; 2. Zhongyuan Zhang, Chinese, ID No.: [REDACTED] (together with Biao Liu hereinafter referred to as “Shareholders”)

April 23, 2020 EX-4.32

Share Pledge Agreement, dated January 1, 2019, by and among Shanghai Quyun, Shanghai DragonS Information Technology, Co., Ltd. (“DragonS Information”) and each shareholder of DragonS Information (English Translation) (incorporated herein by reference to Exhibit 4.32 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.32 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on January 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Biao Liu, Chinese, ID No.: [REDACTED]; 2. Zhongyuan Zhang, Chinese, ID No.: [REDACTED] (together with Biao Liu hereinafter referred to respectively or collectively as “Pledgor” or

April 23, 2020 EX-4.40

Exclusive Option Agreement, dated June 1, 2019, by and among Shanghai Quyun, Rapid Information and each shareholder of Rapid Information (English Translation) (incorporated herein by reference to Exhibit 4.40 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.40 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on June 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Linhong Wang, Chinese, ID No.: [REDACTED]; 2. Jun Sun, Chinese, ID No.: [REDACTED] (together with Linhong wang hereinafter referred to as “Shareholders”); 3. Shanghai Quyun Internet Technolo

April 23, 2020 EX-4.41

Loan Agreement, dated June 1, 2019, by and among Shanghai Quyun and each shareholder of Rapid Information (English Translation) (incorporated herein by reference to Exhibit 4.41 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.41 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”) is executed on June 1, 2019 in Shanghai, the People's Republic of China (“PRC”) by and among the following parties: 1. Linhong Wang, Chinese, ID No.: [REDACTED]; 2. Jun Sun, Chinese, ID No.: [REDACTED] (together with Linhong Wang hereinafter referred to as “Borrower”); and 3. Shanghai Quyun Internet Technology Co., Ltd., a limited

April 23, 2020 EX-4.27

Share Pledge Agreement, dated September 29, 2019, by and among Shanghai Quyun, Anhui Zhangduan Internet Technology Co., Ltd. (“Anhui Zhangduan”) and each shareholder of Anhui Zhangduan (English Translation) (incorporated herein by reference to Exhibit 4.27 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.27 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on September 29, 2019 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Wanting Xu, Chinese, ID No.: [REDACTED]; 2. Min Gao, Chinese, ID No.: [REDACTED] (together with Wanting Xu hereinafter referred to respectively or collectively as “Pledgor” or “

April 23, 2020 EX-4.34

Exclusive Technical and Consulting Service Agreement, dated January 1, 2019, by and between Shanghai Quyun and DragonS Information (English Translation) (incorporated herein by reference to Exhibit 4.34 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

EX-4.34 11 qtt-ex434212.htm EX-4.34 Exhibit 4.34 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on January 1, 2019 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Quyun Internet Technology Co., Ltd., a limited liability company established and validly existing un

April 23, 2020 EX-13.1

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Siliang Tan, Chief Executive Officer of the Company, certify, pursu

April 23, 2020 EX-15.2

Consent of King & Wood Mallesons

EX-15.2 25 qtt-ex152117.htm EX-15.2 Exhibit 15.2 April 23, 2020 To: Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People’s Republic of China +86-21-6858-3790 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this consent, excluding th

April 23, 2020 EX-13.2

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaolu Zhu, Chief Financial Officer of the Company, certify, pursuant to

April 23, 2020 EX-4.39

Exclusive Technical and Consulting Service Agreement, dated June 1, 2019, by and between Shanghai Quyun and Rapid Information (English Translation) (incorporated herein by reference to Exhibit 4.39 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.39 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on June 1, 2019 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Quyun Internet Technology Co., Ltd., a limited liability company established and validly existing under PRC law with its registered address

April 23, 2020 EX-12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaolu Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

April 23, 2020 20-F

- QTT 2019 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

April 23, 2020 EX-4.26

Series B Preferred Share Purchase Agreement, dated September 24, 2019, by and among Fun Literature Limited, Fun Literature (HK) Limited, Shanghai Zhicao, Big Rhinoceros Horn, Qutoutiao Inc. and CMC Rocket Holdings Limited (incorporated herein by reference to Exhibit 4.26 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.26 Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm to our company if publicly disclosed. Such excluded information has been marked with [***]. SERIES B PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this “A

April 23, 2020 EX-4.30

Exclusive Option Agreement, dated September 29, 2019, by and among Shanghai Quyun, Anhui Zhangduan and each shareholder of Anhui Zhangduan (English Translation) (incorporated herein by reference to Exhibit 4.30 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.30 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on September 29, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Wanting Xu, Chinese, ID No.: [REDACTED]; 2. Min Gao, Chinese, ID No.: [REDACTED] (together with Wanting Xu hereinafter referred to as “Shareholders”); 3. Shanghai Quyun Internet Techno

April 23, 2020 EX-4.28

Voting Rights Proxy Agreement, dated September 29, 2019, by and among Shanghai Quyun, Anhui Zhangduan and each shareholder of Anhui Zhangduan (English Translation) (incorporated herein by reference to Exhibit 4.28 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.28 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on September 29, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Wanting Xu, Chinese, ID No.: [REDACTED]; 2. Min Gao, Chinese, ID No.: [REDACTED] (together with Wanting Xu hereinafter referred to as “Shareholders”);

April 23, 2020 EX-15.1

Consent of Independent Registered Public Accounting Firm

EX-15.1 24 qtt-ex151116.htm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (No. 333-229673) and Registration Statement on Form F-3 (No. 333-234779) of Qutoutiao Inc. of our report dated April 23, 2020 relating to the financial statements, which appears in this Form 20-F. /s/

April 23, 2020 EX-4.36

Loan Agreement, dated January 1, 2019, by and among Shanghai Quyun and each shareholder of DragonS Information (English Translation) (incorporated herein by reference to Exhibit 4.36 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.36 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”) is executed on January 1, 2019 in Shanghai, the People's Republic of China (“PRC”) by and among the following parties: 1. Biao Liu, Chinese, ID No.: [REDACTED]; 2. Zhongyuan Zhang, Chinese, ID No.: [REDACTED] (together with Biao Liu hereinafter referred to as “Borrower”); and 3. Shanghai Quyun Internet Technology Co., Ltd., a limit

April 23, 2020 EX-4.35

Exclusive Option Agreement, dated January 1, 2019, by and among Shanghai Quyun, DragonS Information and each shareholder of DragonS Information (English Translation) (incorporated herein by reference to Exhibit 4.35 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.35 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on January 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Biao Liu, Chinese, ID No.: [REDACTED]; 2. Zhongyuan Zhang, Chinese, ID No.: [REDACTED] (together with Biao Liu hereinafter referred to as “Shareholders”); 3. Shanghai Quyun Internet Techn

April 23, 2020 EX-4.31

Loan Agreement, dated September 29, 2019, by and among Shanghai Quyun and each shareholder of Anhui Zhangduan (English Translation) (incorporated herein by reference to Exhibit 4.31 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.31 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”) is executed on September 29, 2019 in Shanghai, the People's Republic of China (“PRC”) by and among the following parties: 1. Wanting Xu, Chinese, ID No.: [REDACTED]; 2. Min Gao, Chinese, ID No.: [REDACTED] (together with Wanting Xu hereinafter referred to as “Borrower”); and 3. Shanghai Quyun Internet Technology Co., Ltd., a limite

April 23, 2020 EX-4.29

Exclusive Technical and Consulting Service Agreement, dated September 29, 2019, by and between Shanghai Quyun and Anhui Zhangduan (English Translation) (incorporated herein by reference to Exhibit 4.29 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.29 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on September 29, 2019 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Quyun Internet Technology Co., Ltd., a limited liability company established and validly existing under PRC law with its registered a

April 23, 2020 EX-2.4

Description of Rights of Each Class of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

EX-2.4 2 qtt-ex24111.htm EX-2.4 Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”), every four of which represent one Class A ordinary share of Qutoutiao Inc. (“we,” “us,” “our company,” or “our”), are listed and traded on the on the Nasdaq Global Select Market and

April 23, 2020 EX-12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Eric Siliang Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ma

April 23, 2020 EX-4.37

Share Pledge Agreement, dated June 1, 2019, by and among Shanghai Quyun, Hubei Rapid Information Technology Co., Ltd. (“Rapid Information”) and each shareholder of Rapid Information (English Translation) (incorporated herein by reference to Exhibit 4.37 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.37 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on June 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Linhong Wang, Chinese, ID No.: [REDACTED]; 2. Jun Sun, Chinese, ID No.: [REDACTED] (together with Linhong Wang hereinafter referred to respectively or collectively as “Pledgor” or “Pl

April 23, 2020 EX-4.38

Voting Rights Proxy Agreement, dated June 1, 2019, by and among Shanghai Quyun, Rapid Information and each shareholder of Rapid Information (English Translation) (incorporated herein by reference to Exhibit 4.38 to the annual report on Form 20-F for the fiscal year ended December 31, 2019)

Exhibit 4.38 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on June 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Linhong Wang, Chinese, ID No.: [REDACTED]; 2. Jun Sun, Chinese, ID No.: [REDACTED] (together with Linhong Wang hereinafter referred to as “Shareholders”); 3

March 19, 2020 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K Q4'19 ER(NEW)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal ex

March 19, 2020 EX-99.1

Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2019 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2019 Unaudited Financial Results SHANGHAI, China, March 18, 2020 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the fourth quarter and fiscal year ended December 31, 2019. Fourth Quarter

February 7, 2020 SC 13G/A

QTT / Qutoutiao Inc. / Li Lei - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 74915J 107 (1) (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

February 7, 2020 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.0001 par value per share, of Qutoutiao Inc., a Cayman Islands company, and th

January 22, 2020 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s p

January 22, 2020 EX-99.1

INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2018 and June 30, 2019 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for six month

EX-99.1 2 d868322dex991.htm EX-99.1 Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2018 and June 30, 2019 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for six months ended June 30, 2018 and June 30, 2019 F-4 Unaudited Interim Condensed Consolidated Statements of Ch

January 22, 2020 6-K/A

QTT / Qutoutiao Inc. 6-K/A - Current Report of Foreign Issuer - FORM 6-K/A

FORM 6-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant

January 22, 2020 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 2020 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s p

January 22, 2020 424B5

5,920,492 American Depositary Shares Qutoutiao Inc. Representing 1,480,123 Class A Ordinary Shares

424(B)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-234779 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 25, 2019) 5,920,492 American Depositary Shares Qutoutiao Inc. Representing 1,480,123 Class A Ordinary Shares This prospectus supplement relates to the resale from time to time by the shareholder identified in the “Selling Shareholder” section in this prospect

January 22, 2020 EX-99.1

Qutoutiao Inc. Announces Director and Management Change

EX-99.1 Exhibit 99.1 Qutoutiao Inc. Announces Director and Management Change SHANGHAI, China, January 22, 2020 (GLOBE NEWSWIRE) — Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced a transition in the role of the Company’s Chief Financial Officer and a change in the Board. Mr. Jingbo Wang has resigned as a Dir

December 30, 2019 EX-99.1

Qutoutiao Inc. Responds to the False and Misleading Report by Wolfpack Research

Ex 99.1 Qutoutiao Inc. Responds to the False and Misleading Report by Wolfpack Research SHANGHAI, China, December 27, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today responded to the false and misleading statements made by a report (“the Report”) published by Wolfpack Research on December 10,

December 30, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K RESPONSE TO WOLFPACK RESEARCH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal

December 4, 2019 EX-99.1

Qutoutiao Inc. Reports Third Quarter 2019 Unaudited Financial Results

Ex 99.1 Qutoutiao Inc. Reports Third Quarter 2019 Unaudited Financial Results SHANGHAI, China, December 3, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the third quarter ended September 30, 2019. Third Quarter 2019 Highlights • Combined average M

December 4, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal

November 21, 2019 CORRESP

QTT / Qutoutiao Inc. CORRESP - -

CORRESP Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People’s Republic of China +86-21-6858-3790 November 21, 2019 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeff Kauten, Esq., Attorney-Advisor Ms. Jan Woo, Esq., Legal Branch Chief Re: Qut

November 19, 2019 F-3

QTT / Qutoutiao Inc. F-3 - - FORM F-3

Form F-3 Table of Contents As filed with the Securities and Exchange Commission on November 19, 2019 Registration No.

November 19, 2019 EX-99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2018 and 2019. This section should be read in conjunction with our unaudited interim condensed consolidated financia

November 19, 2019 6-K

Form 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s

November 19, 2019 EX-99.1

INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2018 and June 30, 2019 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for six month

EX-99.1 Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2018 and June 30, 2019 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for six months ended June 30, 2018 and June 30, 2019 F-4 Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equit

October 30, 2019 EX-99.1

Qutoutiao Inc. to Hold 2019 Annual General Meeting on November 13, 2019

EX-99.1 2 qtt-ex9916.htm EX-99.1 Ex 99.1 Qutoutiao Inc. to Hold 2019 Annual General Meeting on November 13, 2019 SHANGHAI, October 30, 2019 - Qutoutiao Inc. (“Qutoutiao” or the “Company”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced that it will hold its 2019 annual general meeting of shareholders (the “AGM”) at 11/F, Block 3, XingChuang Technology Center

October 30, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K 2019 AGM NOTICE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 October 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal

October 30, 2019 EX-99.2

QUTOUTIAO INC. (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: QTT) NOTICE OF ANNUAL GENERAL MEETING to be held on November 13, 2019 (or any adjourned or postponed meeting thereof)

EX-99.2 3 qtt-ex9927.htm EX-99.2 Ex 99.2 QUTOUTIAO INC. (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: QTT) NOTICE OF ANNUAL GENERAL MEETING to be held on November 13, 2019 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Qutoutiao Inc. (the “Company”) will be held at 11/F, Block 3, XingChuang Technolo

October 18, 2019 EX-99.1

Qutoutiao Announces Completion of $100 Million Financing for Midu

Ex 99.1 Qutoutiao Announces Completion of $100 Million Financing for Midu SHANGHAI, October 16, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced that its subsidiary holding the operations of Midu Novels and Midu Novels Lite (collectively, “Midu”), has completed Series B financing in t

October 18, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 October 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal

September 16, 2019 EX-99.1

Qutoutiao Inc. Announces a Change to Board of Directors

Ex 99.1 Qutoutiao Inc. Announces a Change to Board of Directors SHANGHAI, September 16, 2019 - Qutoutiao Inc. (“Qutoutiao” or the “Company”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced a change to its Board of Directors (the “Board”). Effective immediately on September 13, 2019, the first anniversary of Qutoutiao’s listing on Nasdaq, Mr. Shaoqing Jiang c

September 16, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principa

September 5, 2019 EX-99.1

Qutoutiao Inc. Reports Second Quarter 2019 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Second Quarter 2019 Unaudited Financial Results SHANGHAI, China, September 4, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the second quarter ended June 30, 2019. Second Quarter 2019 Highlights • Combined avera

September 5, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - Q2 2019 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principa

July 23, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 July 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal exe

July 23, 2019 EX-99.1

Qutoutiao Inc. Announces a Recent Development

Ex 99.1 Qutoutiao Inc. Announces a Recent Development SHANGHAI, China, July 16, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao” or the “Company”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced that in compliance with recent regulatory requirements, from 16 July to 15 October 2019, Midu Novels will undergo product upgrades and temporarily suspend content

May 29, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - REPURCHASE 20190528 RESOLUTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal exec

May 29, 2019 EX-99.1

Qutoutiao Inc. Announces up to US$50 Million Share Repurchase Program

Exhibit 99.1 Qutoutiao Inc. Announces up to US$50 Million Share Repurchase Program SHANGHAI, China, May 28, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced that its board of directors has authorized a share repurchase program under which the Company may repurchase up to US$50 million

May 21, 2019 EX-99.1

Qutoutiao Inc. Reports First Quarter 2019 Unaudited Financial Results

EX-99.1 2 qtt-ex99149.htm EX-99.1 1Q2019 6K Exhibit 99.1 Qutoutiao Inc. Reports First Quarter 2019 Unaudited Financial Results SHANGHAI, China, May 20, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), a leading operator of mobile content platforms in China, today announced its unaudited financial results in the first quarter ended March 31, 2019. First Qua

May 21, 2019 6-K

QTT / Qutoutiao Inc. 6-K - Current Report of Foreign Issuer - Q1 2019 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal exec

April 11, 2019 EX-13.1

Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lei Li, Chief Executive Officer of the Company, certify, pursuant to 18

April 11, 2019 EX-15.1

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (No. 333-229673) of Qutoutiao Inc. of our report dated March 13, 2019 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Shanghai, the People’s Republic of China April 11, 20

April 11, 2019 EX-12.2

Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jingbo Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, i

April 11, 2019 EX-12.1

Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lei Li, certify that: 1. I have reviewed this annual report on Form 20-F of Qutoutiao Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

April 11, 2019 EX-13.2

Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Qutoutiao Inc. (the “Company”) on Form 20-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jingbo Wang, Chief Financial Officer of the Company, certify, pursuant t

April 11, 2019 EX-15.2

Consent of King & Wood Mallesons

Exhibit 15.2 April 11, 2019 To: Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People’s Republic of China +86-21-6858-3790 Re: Annual Report on Form 20-F of Qutoutiao Inc. Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this consent, excluding the Hong Kong Special Administrative R

April 11, 2019 20-F

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ 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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

April 4, 2019 6-K

QTT / Qutoutiao Inc. FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 April 2019 Commission File Number: 001-38644 QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of princip

April 4, 2019 EX-99.1

Qutoutiao Announces Pricing of Upsized Follow-on Public Offering of American Depositary Shares

EX-99.1 2 d697595dex991.htm EX-99.1 Exhibit 99.1 Qutoutiao Announces Pricing of Upsized Follow-on Public Offering of American Depositary Shares SHANGHAI, April 3, 2019 (GLOBE NEWSWIRE) — Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), an innovative and fast-growing mobile content platform company in China, today announced the pricing of an upsized public offering (the “Offering”

April 3, 2019 424B4

10,000,000 American Depositary Shares Qutoutiao Inc. Representing 2,500,000 Class A Ordinary Shares

424(B)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No.

April 3, 2019 F-1MEF

QTT / Qutoutiao Inc. F-1MEF

F-1MEF As filed with the Securities and Exchange Commission on April 3, 2019 Registration No.

April 1, 2019 F-1/A

Powers of Attorney (included on the signature page in Part II of this Registration Statement)

Amendment No.1 to Form F-1 As filed with the Securities and Exchange Commission on April 1, 2019 Registration No. 333-230624 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qutoutiao Inc. (Exact name of Registrant as specified in its charter) Cayman Islands 7370 Not Applicable (State or Other Jurisdiction

April 1, 2019 EX-1.1

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 2,125,000 CLASS A ORDINARY SHARES QUTOUTIAO INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENT [Date] Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 United States Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005 United States CLSA Limited 18/F, One Pacific Place 88 Qu

April 1, 2019 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESP April 1, 2019 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 United States Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 United States CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong Jefferies LLC 520 Madison Avenue New York, NY 10022 United States as representatives of the several underwriters VIA EDGAR Ms. Jan Woo, Esq., Legal Branch C

April 1, 2019 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESP Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai 200120 People’s Republic of China April 1, 2019 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Jan Woo, Esq., Legal Branch Chief Mr. Mitchell Austin, Esq., Staff Attorney Re: Qutoutiao Inc. Regist

March 29, 2019 EX-99.1

Qutoutiao Announces Investment by Alibaba

EX-99.1 Exhibit 99.1 Qutoutiao Announces Investment by Alibaba SHANGHAI, China, March 28, 2019 (GLOBE NEWSWIRE) – Qutoutiao Inc. (“Qutoutiao” or the “Company”) (NASDAQ: QTT), a leading mobile content platform company in China, today announced that the Company has entered into a convertible loan agreement with Alibaba Investment Limited, an affiliate of Alibaba Group (“Alibaba”). Pursuant to the ag

March 29, 2019 EX-99.2

Qutoutiao Inc. Announces Proposed Follow-on Public Offering of American Depositary Shares

EX-99.2 Exhibit 99.2 Qutoutiao Inc. Announces Proposed Follow-on Public Offering of American Depositary Shares SHANGHAI, March 30, 2019 (GLOBE NEWSWIRE) – Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), an innovative and fast-growing mobile content platform company in China, today announced that it filed a registration statement on FormF-1 with the U.S. Securities and Exchange C

March 29, 2019 6-K

QTT / Qutoutiao Inc. FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 2019 Commission File Number: 001-38644 QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of princip

March 29, 2019 EX-10.21

Voting Rights Proxy Agreement by and among Shanghai Zhicao, Big Rhinoceros Horn and each shareholder of Big Rhinoceros Horn (English Translation)

EX-10.21 Exhibit 10.21 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on December 4, 2018 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to as “Sharehol

March 29, 2019 EX-21.1

Subsidiaries of Registrant

EX-21.1 Exhibit 21.1 LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Virgin Islands Shanghai Quyun Internet Technology Co., Ltd.* 上海趣蕴网络科技有限公司 PRC Shanghai Dianguan Internet Technology Co., Ltd. * 上海点

March 29, 2019 F-1

Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Qutoutiao Inc. (File No. 333-230624) initially filed with the Securities and Exchange Commission on March 29, 2019)

Form F-1 Table of Contents As filed with the Securities and Exchange Commission on March 29, 2019 Registration No.

March 29, 2019 EX-10.20

Equity Interest Pledge Agreement by and among Shanghai Zhicao Information Technology Co., Ltd. (“Shanghai Zhicao”), Shanghai Big Rhinoceros Horn Information Technology, Co., Ltd (“Big Rhinoceros Horn”) and each shareholder of Big Rhinoceros Horn (English Translation)

EX-10.20 Exhibit 10.20 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on December 4, 2018 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to respectively or collectively as “Pledgo

March 29, 2019 EX-10.23

Exclusive Option Agreement by and among Shanghai Zhicao, Big Rhinoceros Horn and each shareholder of Big Rhinoceros Horn (English Translation)

EX-10.23 Exhibit 10.23 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on December 4, 2018 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to as “Shareholders”); 3. Shanhai Zhicao Informat

March 29, 2019 EX-10.22

Exclusive Technology and Consulting Service Agreement by and between Shanghai Zhicao and Big Rhinoceros Horn (English Translation)

EX-10.22 Exhibit 10.22 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on December 4, 2018 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Zhicao Information Technology Co., Ltd., a limited liability company established and validly existing under PRC law with its

March 29, 2019 EX-10.25

Convertible Loan Agreement, dated March 28, 2019, by and between the Registrant and Alibaba Investment Limited

EX-10.25 9 d695805dex1025.htm EX-10.25 Exhibit 10.25 Execution Version Dated March 28, 2019 QUTOUTIAO INC. (as Borrower) ALIBABA INVESTMENT LIMITED (as Lender) CONVERTIBLE LOAN AGREEMENT TABLE OF CONTENTS Clause No. Heading Page No. 1. Interpretation 1 2. Drawdown 6 3. Interest 7 4. Proposed Conversion 7 5. Repayment 8 6. Payment Provisions 8 7. Representations and Warranties 9 8. Undertakings 18

March 29, 2019 EX-10.24

Loan Agreement by and among Shanghai Zhicao and each shareholder of Big Rhinoceros Horn (English Translation)

EX-10.24 Exhibit 10.24 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”) is executed on December 4, 2018 in Shanghai, the People’s Republic of China (“PRC”) by and among the following parties: 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to as “Borrower”); and 3. Shanhai Zhicao Information Technology Co., Ltd.

March 29, 2019 EX-99.2

Opinion of King & Wood Mallesons regarding certain PRC tax matters (included in Exhibit 99.2)

EX-99.2 Exhibit 99.2 March 29, 2019 To: Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People’s Republic of China +86-21-6858-3790 Referred as the “Company” Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this opinion, excluding the Hong Kong Special Administrative Region, the Maca

March 13, 2019 DRS

QTT / Qutoutiao Inc.

DRS Table of Contents Confidentially submitted to the Securities and Exchange Commission on March 13, 2019 Registration No.

March 13, 2019 DRSLTR

QTT / Qutoutiao Inc. DRSLTR

DRSLTR Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD, CENTRAL HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number +852-25147650 E-mail Address clin@stblaw.

March 13, 2019 EX-10.23

Exclusive Option Agreement

EX-10.23 Exhibit 10.23 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on December 4, 2018 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to as “Shareholders”); 3. Shanhai Zhicao Informat

March 13, 2019 EX-10.20

Share Pledge Agreement

EX-10.20 2 filename2.htm Exhibit 10.20 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on December 4, 2018 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to respectively or collect

March 13, 2019 EX-10.22

Exclusive Technical and Consulting Service Agreement

EX-10.22 4 filename4.htm Exhibit 10.22 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on December 4, 2018 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Zhicao Information Technology Co., Ltd., a limited liability company established and validly existing under P

March 13, 2019 EX-10.24

LOAN AGREEMENT

EX-10.24 Exhibit 10.24 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”) is executed on December 4, 2018 in Shanghai, the People’s Republic of China (“PRC”) by and among the following parties: 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred to as “Borrower”); and 3. Shanhai Zhicao Information Technology Co., Ltd.

March 13, 2019 EX-10.21

Shareholders’ Voting Rights Proxy Agreement

EX-10.21 3 filename3.htm Exhibit 10.21 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on December 4, 2018 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Min Gao, Chinese, ID No.: [REDACTION]; 2. Wanting Xu, Chinese, ID No.: [REDACTION] (together with Min Gao hereinafter referred

March 13, 2019 EX-21.1

LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Vi

EX-21.1 Exhibit 21.1 LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Virgin Islands Shanghai Quyun Internet Technology Co., Ltd.* 上海趣蕴网络科技有限公司 PRC Shanghai Dianguan Internet Technology Co., Ltd. * 上海点

March 6, 2019 6-K

QTT / Qutoutiao Inc. 6-K (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 2019 (Commission File No. 001-38644) QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of registrant’s principal ex

March 6, 2019 EX-99.1

Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2018 Unaudited Financial Results

Exhibit 99.1 Qutoutiao Inc. Reports Fourth Quarter and Fiscal Year 2018 Unaudited Financial Results SHANGHAI, March 5, 2019 (GLOBE NEWSWIRE) - Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), an innovative and fast growing mobile content platform company in China, today announced its unaudited financial results in the fourth quarter and fiscal year ended December 31, 2018. Fourth

February 14, 2019 S-8

Form S-8

Form S-8 As Filed with the Securities and Exchange Commission on February 14, 2019 Registration No.

February 14, 2019 EX-10.1

Qutoutiao Inc. Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (Registration No. 333-229673), filed with the Securities and Exchange Commission on February 14, 2019)

EX-10.1 3 d670687dex101.htm EX-10.1 Exhibit 10.1 QUTOUTIAO INC. EQUITY INCENTIVE PLAN As adopted on January 31, 2019 1. Purposes of the Plan. The purposes of this Qutoutiao Inc. Equity Incentive Plan (the “Plan”) is to enable Qutoutiao Inc., a Cayman Islands company (the “Company”) to attract and retain the services of employees, directors and consultants considered essential to the success of the

February 13, 2019 EX-99.1

Joint Filing Agreement

EX-99.1 2 d701659dex991.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.0001 par value per share, of Qutoutiao In

February 13, 2019 EX-99.1

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.0001 par value per share, of Qutoutiao Inc., a Cayman Islands company

February 13, 2019 SC 13G

QTT / Qutoutiao Inc. / Li Lei - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 74915J 107 (1) (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriat

February 13, 2019 SC 13G

QTT / Qutoutiao Inc. / Tan Eric Siliang - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 74915J 107 (1) (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriat

February 1, 2019 SC 13G

QTT / Qutoutiao Inc. / Tencent Holdings Ltd - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Qutoutiao Inc. (Name of Issuer) Class A Ordinary Shares, US$0.0001 par value per share (Title of Class of Securities) 74915J107** (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 13, 2018 EX-99.1

Qutoutiao Inc. Reports Third Quarter 2018 Unaudited Financial Results

EX-99.1 Exhibit 99.1 Qutoutiao Inc. Reports Third Quarter 2018 Unaudited Financial Results SHANGHAI, November 12, 2018 (GLOBE NEWSWIRE) — Qutoutiao Inc. (“Qutoutiao”, the “Company” or “We”) (NASDAQ: QTT), an innovative and fast growing mobile content platform in China, today announced its unaudited financial results for the third quarter ended September 30, 2018. Third Quarter 2018 Highlights • Av

November 13, 2018 6-K

QTT / Qutoutiao Inc. FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 2018 Commission File Number: 001-38644 QUTOUTIAO INC. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai, 200120 People’s Republic of China (Address of prin

September 14, 2018 424B4

12,000,000 American Depositary Shares Qutoutiao Inc. Representing 3,000,000 Class A Ordinary Shares

424(B)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-226913 12,000,000 American Depositary Shares Qutoutiao Inc. Representing 3,000,000 Class A Ordinary Shares This is an initial public offering of shares of American depositary shares, or ADSs, representing Class A ordinary shares of Qutoutiao Inc. We are offering 12,000,000 ADSs to be sold in this offering. Every four

September 11, 2018 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 4,000,000 CLASS A ORDINARY SHARES QUTOUTIAO INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENT [Date] Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 United States Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005 United States China Merchants Securities (HK) Co., Ltd. 48/F, O

September 11, 2018 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESP September 11, 2018 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 United States Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 United States China Merchants Securities (HK) Co., Ltd. 48/F, One Exchange Square Central Hong Kong UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 as representatives of the several underwriters VIA ED

September 11, 2018 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESP Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005 Pudong New Area, Shanghai 200120 People’s Republic of China September 11, 2018 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Folake Ayoola, Esq., Special Counsel Mr. Matthew Derby, Esq., Attorney-Advisor Mr. Stephen Kriko

September 11, 2018 FWP

Qutoutiao Inc.

Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-226913 September 11, 2018 Qutoutiao Inc. Qutoutiao Inc., or our company, has filed a registration statement on Form F-1, including a prospectus, with the Securities and Exchange Commission, or the SEC, for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in th

September 11, 2018 EX-10.20

Supplementary Agreement to Series C1 Preferred Share Purchase Agreement, dated September 4, 2018, by and among Shimmering Horizon L.P., the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.20 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.20 Exhibit 10.20 Supplementary Agreement to Series C1 Preferred Share Purchase Agreement This Supplementary Agreement to the Series C1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of September 4, 2018 (the “Effective Date”) by and among: (1) Qutoutiao Inc., a company organized under the Laws of Cayman Islands (the “Company”), (2) InfoUniversal Limited, a company o

September 11, 2018 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESP Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7650 E-mail Address clin@stblaw.

September 11, 2018 EX-10.23

Supplementary Agreement to Series C1 Preferred Share Purchase Agreement, dated September 11, 2018, by and among CG Partners Opportunity Fund SP, the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.23 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.23 Exhibit 10.23 Supplementary Agreement to Series C1 Preferred Share Purchase Agreement This Supplementary Agreement to the Series C1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of September 11, 2018 (the “Effective Date”) by and among: (1) Qutoutiao Inc., a company organized under the Laws of Cayman Islands (the “Company”), (2) InfoUniversal Limited, a company

September 11, 2018 F-1/A

Form F-1

Table of Contents As filed with the Securities and Exchange Commission on September 11, 2018 Registration No.

September 11, 2018 EX-10.22

Strategic Cooperation Framework Agreement, dated August 27, 2018, by and between Shanghai Dongfang Newspaper Co., Ltd. and Shanghai Jifen (English Translation) (incorporated herein by reference to Exhibit 10.22 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.22 Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this ?Agreement?) is entered into by and between the following Parties in Shanghai on August 27, 2018: Party A: Shanghai Dongfang Newspaper Co., Ltd. Party B: Shanghai Jifen Culture Communications Co., Ltd. The Paper, an all-media news and information platform operated by Party A which mainly pu

September 11, 2018 EX-3.2

Sixth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 3.2 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUTOUTIAO INC. (adopted by a Special Resolution passed on September 4, 2018 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) 1. The

September 4, 2018 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Qutoutiao Inc. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) 11/F, Block 3, Xing

September 4, 2018 EX-4.1

Specimen of Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 4.1 Qutoutiao Inc. NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PER SHARE FROM TO US$0.0001 DATE OF ISSUE NO. OF SHARE CLASS OF SHARE PURCHASE PRICE SHARE CERTIFICATE OF Qutoutiao Inc. INCORPORATED IN THE CAYMAN ISLANDS The authorized share capital of the Company is US$50,000 divided into 500,000,000 shares comprising of (i) 50,000,000 Class A Ordinary S

September 4, 2018 EX-10.2

Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.2 9 d545022dex102.htm EX-10.2 Exhibit 10.2 QUTOUTIAO INC. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of [*], 2018 (this “Agreement”), is executed by and between Qutoutiao Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC

September 4, 2018 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Virgin Islands Kubik Media International Ltd. British Virgin Islands Kubik Technology Pt. Ltd. Singapore Shanghai Quyun Internet Technology

September 4, 2018 EX-3.2

Sixth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 3.2 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUTOUTIAO INC. (adopted by a Special Resolution passed on August 30, 2018 and effective immediately prior to the completion of the initial public offering of the Company?s American Depositary Shares representing its Class A Ordinary Shares) 1. The na

September 4, 2018 EX-4.4

Fourth Amended and Restated Shareholders Agreement, dated September 4, 2018 (incorporated herein by reference to Exhibit 4.4 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 4.4 FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on September 4, 2018 (the “Effective Date”), by and among: 1. Qutoutiao Inc., an exempted company organized under the Laws of the Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK

September 4, 2018 EX-3.1

Fifth Amended and Restated Memorandum and Articles of Association of the Registrant, amended and restated on September 4, 2018

EX-3.1 Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUTOUTIAO INC. (adopted by a special resolution passed on August 29, 2018 and effective immediately prior to the consummation of the Series C1 Closing) TABLE OF CONTENTS INTERPRETATION 2 COMMENCEMENT OF BUSINESS 16 ISSUE OF SHARES 16

September 4, 2018 EX-99.2

Opinion of King & Wood Mallesons regarding certain PRC tax matters (included in Exhibit 99.2)

Exhibit 99.2 September 4, 2018 To: Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People?s Republic of China +86-21-6858-3790 Referred as the ?Company? Dear Sirs: We are qualified lawyers of the People?s Republic of China (the ?PRC?, for purposes of this opinion, excluding the Hong Kong Special Administrative Region, the Macau Spe

September 4, 2018 EX-10.1

Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.1 QUTOUTIAO INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?) is entered into as of by and between Qutoutiao Inc., a Cayman Islands company (the ?Company?) and the undersigned, a [director/officer] of the Company (?Indemnitee?). RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as dire

September 4, 2018 EX-10.21

Series C2 Preferred Share Purchase Agreement, dated August 27, 2018, by and among Shanghai Pengpai Online Network Technology Co., Ltd., the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.21 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.21 Exhibit 10.21 SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on August 27, 2018 by and among: 1. Qutoutiao Inc., an exempted company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai

September 4, 2018 F-1/A

- AMENDMENT NO.2 TO FORM F-1

Table of Contents As filed with the Securities and Exchange Commission on September 4, 2018 Registration No.

September 4, 2018 CORRESP

QTT / Qutoutiao Inc. CORRESP

Correspondence Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7650 E-mail Address clin@stblaw.

August 27, 2018 EX-10.19

Series C1 Preferred Share Purchase Agreement, dated August 17, 2018, by and among CG Partners Opportunity Fund SP, the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.19 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.19 Exhibit 10.19 SERIES C1 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES C1 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on August 17, 2018 by and among: 1. Qutoutiao Inc., a company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai Quyun Inte

August 27, 2018 EX-99.1

Code of Business Conduct and Ethics of the Registrant (included on the signature page in Part II of this Registration Statement) (incorporated herein by reference to Exhibit 24.1 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 99.1 CODE OF BUSINESS CONDUCT AND ETHICS OF QUTOUTIAO INC. INTRODUCTION Qutoutiao Inc., its consolidated subsidiaries and consolidated Variable Interest Entities (collectively the ?Company?) are committed to conducting their business in accordance with all applicable laws and the highest standards of business ethics. This Code of Business Conduct and Ethics (the ?Code?) contains general gu

August 27, 2018 F-1/A

- AMENDMENT NO.1 TO FORM F-1

Table of Contents As filed with the Securities and Exchange Commission on August 27, 2018 Registration No.

August 27, 2018 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESPONDENCE Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7650 E-mail Address clin@stblaw.

August 27, 2018 EX-10.18

Series C1 Preferred Share Purchase Agreement, dated August 17, 2018, by and among Shimmering Investment (BVI) Ltd., the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.18 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.18 SERIES C1 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES C1 PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on August 17, 2018 by and among: 1. Qutoutiao Inc., a company organized under the Laws of Cayman Islands (the ?Company?), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the ?HK Company?), 3. Shanghai Quyun Internet Tech

August 17, 2018 EX-10.16

Baidu Alliance Membership Registration Agreement (English Translation) (incorporated herein by reference to Exhibit 10.16 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.16 Exhibit 10.16 Baidu Alliance Membership Registration Agreement All of the services of Baidu Alliance are owned and provided by Baidu. All the services will be provided in strict compliance with the terms of service and other relevant regulations published by Baidu. Users must agree to this Baidu Alliance Membership Registration Agreement (the “Agreement”) and other applicable regulations

August 17, 2018 EX-10.10

Series B1 Preferred Share Purchase Agreement, dated March 4, 2018, by and among Image Flag Investment (HK) Limited, the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.10 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.10 SERIES B1 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES B1 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 4, 2018 by and among: 1. Qtech Ltd., a company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai Quyun Internet Technology

August 17, 2018 EX-10.12

Trust Deed dated February 26, 2018 among the Registrant, The Core Trust Company Limited, as trustee, and Qu World Limited, as nominee (incorporated herein by reference to Exhibit 10.12 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.12 Dated the 26th day of February, 2018 Qtech Ltd. (as Company) AND The Core Trust Company Limited 匯聚信託有限公司 (as Trustee) AND Qu World Limited (as Nominee A) AND QFUN Limited (as Nominee B) TRUST DEED FOR CERTAIN EQUITY INCENTIVE SCHEMES OF QTECH LTD. - 1 - THIS DEED is made the 26th day of February, 2018 BETWEEN: (1) Qtech Ltd., a company incorporated in the Cayman Islands as an exempte

August 17, 2018 EX-10.5

Exclusive Technology and Consulting Service Agreement by and between Shanghai Quyun and Shanghai Jifen (English Translation) (incorporated herein by reference to Exhibit 10.5 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.5 Exhibit 10.5 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on October 13, 2017 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Quyun Internet Technology Co., Ltd., a limited liability company established and validly existing under PRC law with its regist

August 17, 2018 EX-10.8

2017 Equity Incentive Plan

EX-10.8 Exhibit 10.8 QTECH LTD. 2017 EQUITY INCENTIVE PLAN As approved and adopted by a Board Resolution passed on February 15, 2018. 1. Explanatory Notes. In July 2017, Qtech Ltd. (the “Company”) initiated a series of transactions constituting a reorganization (the “Reorganization”), the consummation of which made Shanghai Jifen Culture Communications Co., Ltd. (“Jifen”) and its subsidiaries in t

August 17, 2018 EX-10.9

2018 Equity Incentive Plan

Exhibit 10.9 QTECH LTD. 2018 EQUITY INCENTIVE PLAN As adopted on February 25, 2018 1. Purposes of the Plan. The purposes of this Qtech Ltd. 2018 Equity Incentive Plan (the ?Plan?) is to enable Qtech Ltd., a Cayman Islands company (the ?Company?) to attract and retain the services of employees, directors and consultants considered essential to the success of the Company and the Group Members (as de

August 17, 2018 EX-10.17

Series B3 Preferred Share Purchase Agreement, dated April 19, 2018, by and among several investors, the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.17 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.17 SERIES B3 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES B3 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on April 19, 2018 by and among: 1. Qtech Ltd., a company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai Quyun Internet Technolog

August 17, 2018 EX-3.1

Fourth Amended and Restated Memorandum and Articles of Association of the Registrant, amended and restated on April 27, 2018

Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QTECH LTD. (adopted by a special resolution passed on April 27, 2018) TABLE OF CONTENTS INTERPRETATION 2 COMMENCEMENT OF BUSINESS 14 ISSUE OF SHARES 14 PREFERRED SHARES 15 ORDINARY SHARES 45 REGISTER OF MEMBERS 45 FIXING RECORD DATE 45 CER

August 17, 2018 EX-4.4

Third Amended and Restated Shareholders Agreement, dated April 27, 2018

Exhibit 4.4 THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on April 27, 2018 (the “Effective Date”), by and among: 1. Qtech Ltd., a company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai

August 17, 2018 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Virgin Islands Kubik Media International Ltd. British Virgin Islands Kubik Technology Pt. Ltd. Singapore Shanghai Quyun Internet Technology

August 17, 2018 EX-99.2

Form of opinion of King & Wood Mallesons regarding certain PRC tax matters (included in Exhibit 99.2)

EX-99.2 Exhibit 99.2 August 17, 2018 To: Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People’s Republic of China +86-21-6858-3790 Referred as the “Company” Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”, for purposes of this opinion, excluding the Hong Kong Special Administrative Region, the Mac

August 17, 2018 EX-10.4

Voting Rights Proxy Agreement by and among Shanghai Quyun, Shanghai Jifen and each shareholder of Shanghai Jifen (English Translation) (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.4 7 d545022dex104.htm EX-10.4 Exhibit 10.4 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Siliang Tan, Chinese, ID No.: [REDACTED]; 2. Lei Li, Chinese, ID No.: [REDACTED]; 3. Tianjin Shanshi Technology L.P.

August 17, 2018 EX-10.13

Share Restriction Deed between the Registrant and Innotech Group Holdings Ltd.

Exhibit 10.13 SHARE RESTRICTION DEED THIS SHARE RESTRICTION DEED (this “Deed”) is made and entered into as of January 3, 2018 by and among Qtech Ltd., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), Tan Siliang (谭思亮), a citizen of the People’s Republic of China (the “Principal”), Innotech Overseas Investment Ltd., a company duly inco

August 17, 2018 CORRESP

QTT / Qutoutiao Inc. CORRESP

CORRESP 1 filename1.htm Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7650 E-mail Address [email protected] August 17, 2018 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549 Attention: Ms. Folake Ayoola,

August 17, 2018 EX-10.7

Loan Agreement by and among Shanghai Quyun and each shareholder of Shanghai Jifen (English Translation) (incorporated herein by reference to Exhibit 10.7 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.7 Exhibit 10.7 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”) is executed on October 13, 2017 in Shanghai, the People’s Republic of China (“PRC”) by and among the following parties: 1. Siliang Tan, Chinese, ID No.: [REDACTED]; 2. Lei Li, Chinese, ID No.: [REDACTED]; 3. Tianjin Shanshi Technology L.P., a limited liability partnership established and validly existing under the PRC law w

August 17, 2018 EX-10.15

Form of Power of Attorney by certain shareholders of the Registrant

Exhibit 10.15 POWER OF ATTORNEY Date: We, [*], a company incorporated and existing under the laws of the [*] and a holder of [*] Ordinary Shares (“Our Shares”) in Qtech Ltd. (“Company”), hereby irrevocably authorize Innotech Group Holdings Ltd. (“Innotech Group”) to exercise the following rights relating to Our Shares during the term of this Power of Attorney: Innotech Group is hereby authorized t

August 17, 2018 EX-10.14

Share Restriction Deed between the Registrant and News Optimizer (BV) Ltd.

Exhibit 10.14 SHARE RESTRICTION DEED THIS SHARE RESTRICTION DEED (this ?Deed?) is made and entered into as of January 3, 2018 by and among Qtech Ltd., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the ?Company?), Li Lei (??), a citizen of the People?s Republic of China (the ?Principal?), and News Optimizer (BVI) Ltd., a company duly incorporated a

August 17, 2018 EX-10.6

Exclusive Option Agreement by and among Shanghai Quyun, Shanghai Jifen and each shareholder of Shanghai Jifen (English Translation) (incorporated herein by reference to Exhibit 10.6 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.6 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Siliang Tan, Chinese, ID No.: [REDACTION] 2. Lei Li, Chinese, ID No.: [REDACTION] 3. Tianjin Shanshi Technology L.P., a limited partnership established and validly existing under PRC law

August 17, 2018 F-1

Powers of Attorney (included on the signature page in Part II of this Registration Statement)

Table of Contents As filed with the Securities and Exchange Commission on August 17, 2018 Registration No.

August 17, 2018 EX-10.3

Equity Interest Pledge Agreement by and among Shanghai Quyun Internet Technology Co., Ltd. (“Shanghai Quyun”), Shanghai Jifen Culture Communications Co., Ltd. (“Shanghai Jifen”) and each shareholder of Shanghai Jifen (English Translation) (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

Exhibit 10.3 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Siliang Tan, Chinese, ID No.: [REDACTION]; 2. Lei Li, Chinese, ID No.: [REDACTION]; 3. Tianjin Shanshi Technology L.P., a limited partnership established and validly existing unde

August 17, 2018 EX-23.8

Consent of James Jun Peng

EX-23.8 Exhibit 23.8 Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People’s Republic of China August 17, 2018 Ladies and Gentlemen: Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 (the “Registration Statement”) of Qutoutiao Inc.

August 17, 2018 EX-23.7

Consent of Feng Li

Exhibit 23.7 Qutoutiao Inc. 11/F, Block 3, XingChuang Technology Center Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 People?s Republic of China August 17, 2018 Ladies and Gentlemen: Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 (the ?Registration Statement?) of Qutoutiao Inc. (the ?Co

August 17, 2018 EX-10.11

Series B2 Preferred Share Purchase Agreement, dated March 8, 2018, by and among several investors, the Registrant, its principal shareholders and subsidiaries and other parties named thereto (incorporated herein by reference to Exhibit 10.11 to the registration statement on Form F-1 (File No. 333-226913), as amended, initially filed with the Securities and Exchange Commission on August 17, 2018)

EX-10.11 Exhibit 10.11 SERIES B2 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES B2 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 8, 2018 by and among: 1. Qtech Ltd., a company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai Quyun Internet T

July 27, 2018 EX-10.6

Exclusive Option Agreement

EX-10.6 5 filename5.htm Exhibit 10.6 Exclusive Option Agreement THIS Exclusive Option Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Siliang Tan, Chinese, ID No.: [REDACTION] 2. Lei Li, Chinese, ID No.: [REDACTION] 3. Tianjin Shanshi Technology L.P., a limited partnership established and validl

July 27, 2018 DRS/A

-

Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 27, 2018 Registration No.

July 27, 2018 EX-10.15

POWER OF ATTORNEY

Exhibit 10.15 POWER OF ATTORNEY Date: We, [*], a company incorporated and existing under the laws of the [*] and a holder of [*] Ordinary Shares (?Our Shares?) in Qtech Ltd. (?Company?), hereby irrevocably authorize Innotech Group Holdings Ltd. (?Innotech Group?) to exercise the following rights relating to Our Shares during the term of this Power of Attorney: Innotech Group is hereby authorized t

July 27, 2018 EX-10.16

Baidu Alliance Membership Registration Agreement

EX-10.16 Exhibit 10.16 Baidu Alliance Membership Registration Agreement All of the services of Baidu Alliance are owned and provided by Baidu. All the services will be provided in strict compliance with the terms of service and other relevant regulations published by Baidu. Users must agree to this Baidu Alliance Membership Registration Agreement (the “Agreement”) and other applicable regulations

July 27, 2018 EX-21.1

LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Vi

EX-21.1 10 filename10.htm Exhibit 21.1 LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY AND ITS SUBSIDIARIES OF QUTOUTIAO INC. Subsidiaries Jurisdiction of Incorporation InfoUniversal Limited Hong Kong Qtech USA Inc. Delaware, United States QTT Asia Ltd. British Virgin Islands Kubik Media International Ltd. British Virgin Islands Kubik Technology Pt. Ltd. Singapore Shanghai

July 27, 2018 DRSLTR

QTT / Qutoutiao Inc. DRSLTR

DRSLTR Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7650 E-mail Address clin@stblaw.

July 27, 2018 EX-10.7

LOAN AGREEMENT

Exhibit 10.7 LOAN AGREEMENT THIS Loan Agreement (this ?Agreement?) is executed on October 13, 2017 in Shanghai, the People?s Republic of China (?PRC?) by and among the following parties: 1. Siliang Tan, Chinese, ID No.: [REDACTION] 2. Lei Li, Chinese, ID No.: [REDACTION]; 3. Tianjin Shanshi Technology L.P., a limited liability partnership established and validly existing under the PRC law with its

July 27, 2018 EX-10.17

SERIES B3 PREFERRED SHARE PURCHASE AGREEMENT

EX-10.17 Exhibit 10.17 SERIES B3 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES B3 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on April 19, 2018 by and among: 1. Qtech Ltd., a company organized under the Laws of Cayman Islands (the “Company”), 2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”), 3. Shanghai Quyun Internet

July 27, 2018 EX-10.4

Shareholders? Voting Rights Proxy Agreement

EX-10.4 Exhibit 10.4 Shareholders’ Voting Rights Proxy Agreement THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”): 1. Siliang Tan, Chinese, ID No.: [REDACTION]; 2. Lei Li, Chinese, ID No.: [REDACTION]; 3. Tianjin Shanshi Technology L.P., a limited partnership es

July 27, 2018 EX-10.5

Exclusive Technical and Consulting Service Agreement

EX-10.5 Exhibit 10.5 Exclusive Technical and Consulting Service Agreement THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on October 13, 2017 by the following two parties in Shanghai, the People’s Republic of China (“PRC”): 1. Shanghai Quyun Internet Technology Co., Ltd., a limited liability company established and validly existing under PRC law with its regist

July 27, 2018 EX-10.3

Share Pledge Agreement

EX-10.3 2 filename2.htm Exhibit 10.3 Share Pledge Agreement THIS Share Pledge Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”): 1. Siliang Tan, Chinese, ID No.: [REDACTION]; 2. Lei Li, Chinese, ID No.: [REDACTION]; 3. Tianjin Shanshi Technology L.P., a limited partnership established a

May 23, 2018 DRSLTR

QTT / Qutoutiao Inc. DRSLTR

DRSLTR Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7650 E-mail Address clin@stblaw.

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