Ucommune International Ltd. Announces Unaudited Fourth Quarter and Full Year 2020 Financial Results

BEIJING,April 15,2021 -- Ucommune International Ltd. (NASDAQ: UK) ("Ucommune" or the "Company"),a leading agile office space manager and provider in China,today announced its unaudited financial results for the fourth quarter and full year ended December 31,2020.

Fourth Quarter 2020Financial Highlights

Net revenues were RMB278.7 million,representing an increase of 39.4% from the third quarter of 2020 and a decrease of 4.8% from the fourth quarter of 2019.

Net loss was RMB149.1 million,narrowing by 11.9% from the third quarter of 2020 and by 36.8% from the fourth quarter of 2019.

Adjusted net income was RMB62.8 million,compared with an adjusted net loss (non-GAAP) of RMB122.8 million in the third quarter of 2020 and an adjusted net loss (non-GAAP) of RMB194.6 million in the fourth quarter of 2019. For a reconciliation of net loss to adjusted net income,see the "Non-GAAP Financial Measures" section and the table captioned "Ucommune Group Holdings Limited Reconciliation of GAAP and Non-GAAP Results" below.

EBITDA loss was RMB94.8 million,narrowing by 40.1% from RMB158.2 million in the third quarter of 2020 and by 51.0% from RMB193.6 million in the fourth quarter of 2019. For a reconciliation of net loss to EBITDA,see the "Non-GAAP Financial Measures" section and the table titled "Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

AdjustedEBITDA loss was RMB9.4 million,narrowing by 87.7% from RMB76.1 million in the third quarter of 2020 and by 91.4% from RMB109.2 million in the fourth quarter of 2019. For a reconciliation of net loss to adjusted EBITDA,see the "Non-GAAP Financial Measures" section and the table titled "Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

Fourth Quarter 2020 Operating Highlights

As of December 31,2020,Ucommune had committed to 234 office spaces in 54 cities,among which 163 spaces were in operation,and provided approximately 647,700 square meters of managed area to 1,044,700 members.

As of December 31,under Ucommune's asset-light model,the Company's total number of spaces under contract had increased by 166.0% to 125 across 46 cities from 47 across 25 cities as of December 31,2019,while the Company's total managed area under contract had increased by 105.3% to 351,500 square meters from 171,200 square meters as of December 31,2019.[1]

[1] Spaces and managed area under contract include those in operation,under construction,and in preparation for construction.

Dr. Daqing Mao,Founder of Ucommune,commented,"As the urbanization of core cities has gradually wound down,high-quality land has become scarce and the demand from existing enterprises for commercial office space remains strong. At the end of 2019,in response to the market's evolution and a tightening regulatory environment across China's commercial real estate industry,we began to shift our business from a self-operated model to an asset-light model to further augment our operational flexibility. Leveraging our asset-light services,operational expertise,potent customer acquisition capabilities,and refined partnership network,we successfully capitalized on these trends,ramping up the total managed area under our asset-light model to 54.3% of our total managed area by the end of 2020. Meanwhile,our subsidiary Xiyu Information,a provider of SaaS services and IoT solutions,continued to gain traction,with our other service revenue increasing by 297.3% year over year in the fourth quarter. As our business roadmap is fully aligned with the industry's long-term trajectory,we are well-positioned to benefit from the rising demand for more flexible,scalable,and efficient workspace solutions. Looking ahead,we plan to continue fueling our business transformation while refining our operations to deliver lasting value to our members,partners,and society at large."

Mr. Cheong Kwok Mun,Chief Financial Officer of Ucommune,added,"As a result of the residual impact of COVID-19 and its corresponding effects from our decision to streamline our self-operatedbusiness,we experienced a minor decline in total revenues during the fourth quarter of 2020,as compared to the corresponding quarter in 2019. Nevertheless,full year of 2020 revenue of RMB877.1 million came in at the top end of the RMB850-870 million revenue guidance provided in our third quarter 2020 results release. As we continued to advance our transition to an asset-light model while also improving our operating efficiency,we significantly reduced our net loss by 36.8% year over year and recorded adjusted net income of RMB62.8 million. In light of the increasing market demand for quality agile office space services and office space management services,we remain confident in our long-term business prospects. Going forward,we plan to prudently utilize our healthy capital position to take advantage of these market opportunities,to generate positive cash flow,and direct resources towards managing our workspace profitability. Ucommune remains confident that we are on the path to profitability over the foreseeable future."

Fourth Quarter 2020 Financial Results

Total net revenues decreased by 4.8% to RMB278.7 millionin the fourth quarter of2020from RMB292.8 million in the fourthquarter of2019. Revenues from the asset-light model increased by 220.8% to RMB10.8 millionin the fourth quarter of2020from RMB3.4 million in the fourth quarter of2019.

Workspace membership services revenues decreased by 44.5% to RMB76.8 million in the fourth quarter of 2020 from RMB138.4 million in the fourth quarter of 2019,mainly due to the closure of unprofitable spaces in operation and the contraction of the Company's co-working space services as a result of the COVID-19 outbreak in 2020.

Marketing and branding servicesrevenues decreased by 16.2% to RMB110.1 million in the fourth quarter of 2020 from RMB131.3 million in the fourth quarter of 2019,mainly due to the reduction in customers' budgets for advertising and marketing services as a result of COVID-19.

Other services revenues increased by 297.3% to RMB91.7 million in the fourth quarter of 2020 from RMB23.1 million in the fourth quarter of 2019,primarily due to increased net revenue from the Company's interior design and construction services and SaaS services.

Total costs of revenues decreased by 19.0% to RMB285.2millionin the fourth quarter of2020from RMB352.0 million in the fourth quarter of2019.Costs of revenues from the asset-light model increased by 141.9% to RMB5.7millionin the fourth quarter of2020from RMB2.4 million in the fourth quarter of2019.

Costs of workspace membership decreased by 47.0% to RMB110.6 million in the fourth quarter of 2020 from RMB208.8 million in the fourth quarter of 2019,mainly due to decreased operational costs related to leases,property services and staff.

Costs ofmarketing and branding services decreased by 10.1% to RMB108.8 million in the fourth quarter of 2020 from RMB121.0 million in the fourth quarter of 2019,mainly due to decreased advertising costs.

Costs of other services increased by 196.7% to RMB65.9 million in the fourth quarter of 2020 from RMB22.2 million in the fourth quarter of 2019,which was in line with the increase in other services revenues.

General and administrative expenses increased by 341.7% to RMB233.0 million in the fourth quarter of2020from RMB52.7 million in the fourth quarter of2019,mainly due to increased share-based compensation expenses.

Sales and marketing expenses decreased by 12.0% to RMB24.2million in the fourth quarter of2020from RMB27.5 million in the fourth quarter of2019,mainly due to the reductions in staff costs and promotional marketing costs,which were partly offset by the increase in share-based compensation expenses.

EBITDAlossdecreased by 51.0% to RMB94.8 million in the fourth quarter of 2020 from RMB193.6 million in the fourth quarter of 2019. AdjustedEBITDAloss(Non-GAAP) decreased by 91.4% to RMB9.4 million in the fourth quarter of 2020 from RMB109.2 million in the fourth quarter of 2019.For a reconciliation of net loss to EBITDA and Adjusted EBITDA,see the "Non-GAAP Financial Measures" section and the table titled "Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

Impairment loss on long-lived assets decreased by 48.4% to RMB3.0 million in the fourth quarter of2020from RMB5.9 million in the fourth quarter of2019,primarilydueto the decrease in impairment costs from ROU assets and improvement in leaseholds as a result of the Company's voluntary closure of those office spaces that had a negative impact on its cash flows.

Pre-opening expensesdecreased by 100.0% to nil in the fourth quarter of2020from RMB1.0 million in the fourth quarter of2019,mainly due to the Company's decision to gradually shift its workspace management strategy from a self-managed approach to an asset-light management approach.

Other income,net improved substantially to RMB126.5million in the fourth quarter of2020from other expense,net of RMB43.0 million in the fourth quarter of2019,mainly due to the Company's decision to voluntarily close office spaces as part of its business transformation,which led to the early termination of lease contracts and a corresponding reversal of expenses related to the lease contracts.

Net loss narrowed by 36.8% to RMB149.1 million in the fourth quarter of2020from RMB236.0 million in the fourth quarter of2019. Adjusted net incomewas RMB62.8 millionin the fourth quarter of2020,compared with an adjusted net loss of RMB194.6 million in the fourth quarter of 2019.For a reconciliation of net loss to adjusted net income,see the "Non-GAAP Financial Measures" section and the table captioned "Ucommune Group Holdings Limited Reconciliation of GAAP and Non-GAAP Results" below.

Basic and diluted net loss per sharewere both RMB2.23 in the fourth quarter of2020,representing a decrease of 53.3% from RMB4.78 in the fourth quarter of2019,mainly as the result of lower net loss and an increase in weighted average shares outstanding.

Basic and diluted adjusted net income per sharewere both RMB1.02 in the fourth quarter of2020,compared to basic and diluted adjusted net loss per share of RMB3.95 in the fourth quarter of2019.For a reconciliation of net loss to adjusted net income,see the "Non-GAAP Financial Measures" section and the table captioned "Ucommune Group Holdings Limited Reconciliation of GAAP and Non-GAAP Results" below.

Cash,cash equivalents and restricted cashwere RMB400.8 million as of December31,representing anincrease of 104.2% from RMB196.3 million as ofDecember 31,primarily due to the PIPE financing in connection with the Company's business combination,which was consummated on November 17,2020.

Business Outlook

For the first quarter of 2021,the Company expects net revenues to be in the range of RMB210 million to RMB230 million. With the rapid development of its asset-light businesses in the coming quarter,the Company expects that net loss and EBITDA loss will continue to narrow in the foreseeable future. These forecasts reflect the Company's current and preliminary views on the market and its operational conditions,which are subject to change.

Recent Developments

On February 2,2021,the Company successfully concluded its public offering of Class A ordinary shares and warrants and obtained approximately $20.0 million in gross proceeds.

On January 25,the Company announced an additional investment in Beijing Xiyu Information Technology Co.,Ltd. ("Xiyu Information"),a subsidiary of the Company and provider of SaaS services and IOT solutions,increasing its ownership in Xiyu Information from 51.0% to 53.2%.The Company decided to increase its investment in Xiyu Information to meet the growing market demand for SaaS services and IOT solutions in China.

Conference Call

The Company's management will hold a conference call on Thursday,2021 at 08:00 A.M. Eastern Time or 08:00 P.M. Beijing Time to discuss the financial results. Listeners may access the call by dialing the following numbers:

International:

1-412-902-4272

United States Toll Free:

1-888-346-8982

Mainland China Toll Free:

4001-201203

Hong Kong Toll Free:

852-301-84992

Conference ID:

Ucommune International Ltd.

The replay will be accessible through April 22,2021 by dialing the following numbers:

International:

1-412-317-0088

United States Toll Free:

1-877-344-7529

Access Code:

10154283

A live and archived webcast of the conference call will also be available at the Company's investor relations website at https://ir.ucommune.com/.

About Ucommune International Ltd.

Ucommune is China's leading agile office space manager and provider. Founded in 2015,Ucommune has created a large-scale intelligent agile office ecosystem covering economically vibrant regions throughout China to empower its members with flexible and cost-efficient office space solutions. Ucommune's various offline agile office space services include self-operated models,such as U Space,U Studio,and U Design,as well as asset-light models,such as U Brand and U Partner. By utilizing its expertise in the real estate and retail industries,Ucommune operates its agile office spaces with high efficiency and engages in the urban transformation of older and under-utilized buildings to redefine commercial real estate in China.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars ("US$") at specified rates solely for the convenience of the reader. Unless otherwise stated,all translations from RMB to US$ were made at the rate of RMB6.5250 to US$1.00,the exchange rate on December 31,set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB,as the case may be,at any particular rate or at all.

Statement Regarding Preliminary Unaudited Financial Information

The unaudited financial information set out in this earnings release is preliminary and subject to potential adjustments.Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company'syear-end audit,which could result in significant differences from this preliminary unaudited financial information.

The financial statements for the fourth quarter and the full year ended December 31,2020 included in this earnings release have not been audited or reviewed by the Company's Independent Registered Public Accounting Firm. The Company is in the process of finalizing the accounting treatment related to the warrants issued by Orisun Acquisition Corp.,the Company's predecessor entity. These warrants could potentially be classified as a liability. The fair value of the warrants could be material to the financial statements and is currently not reflected in the financial statements for the fourth quarter or the full year ended December 31,2020 in this earning release.

Safe Harbor Statements

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934,as amended. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "potential," "continue," "ongoing," "targets," "guidance" and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC"),in its annual report to shareholders,in press releases and other written materials and in oral statements made by its officers,directors or employees to third parties. Any statements that are not historical facts,including statements about the Company's beliefs and expectations,are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement,including but not limited to the following: the Company's growth strategies; its future business development,results of operations and financial condition; its ability to understand members' needs and provide products and services to attract and retain members; its ability to maintain and enhance the recognition and reputation of its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with members and business partners; trends and competition in China's agile office space market; changes in its revenues and certain cost or expense items; the expected growth of China's agile office space market; PRC governmental policies and regulations relating to the Company's business and industry,and general economic and business conditions in China and globally and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks,uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release,and the Company undertakes no obligation to update any forward-looking statement,except as required under applicable law.

Non-GAAP Financial Measures

To supplement the Company's combined and consolidated financial statements,which are prepared and presented in accordance with U.S. GAAP,Ucommune uses the following non-GAAP financial measures for Ucommune's combined and consolidated results: EBITDA (including EBITDA margin),adjusted EBITDA (including adjusted EBITDA margin) and adjusted net income.The Company believes that EBITDA,adjusted EBITDA and adjusted net income help understand and evaluate the Company's core operating performance.

EBITDA,adjusted EBITDA and adjusted net income are presented to enhance investors' overall understanding of the Company's financial performance and should not be considered a substitute for,or superior to,the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measure to its most directly comparable GAAP financial measures. As EBITDA,adjusted EBITDA and adjusted net income have material limitations as analytical metrics and may not be calculated in the same manner by all companies,they may not be comparable to other similarly titled measures used by other companies.

In light of the foregoing limitations,you should not consider EBITDA,adjusted EBITDA and adjusted net income as substitutes for,net loss prepared in accordance with GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on any single financial measure. For more information on these non-GAAP financial measures,please see the table captioned "Ucommune InternationalLtd. Reconciliation of GAAP and Non-GAAP Results" near the end of this release.

EBITDA represents net loss before interest expense,net,provision for income taxes,depreciation of property and equipment and amortization of intangible assets.

Adjusted EBITDA represents net loss before (i) interest expense,other (expense)/income,provision for income taxes and loss on disposal of subsidiaries and (ii)certain non-cash expenses,consisting ofshare-based compensation expense,impairment loss on long-term investments. impairment loss on long-lived assets,depreciation of property and equipment,amortization of intangible assets and change in fair value of liabilities to be settled in shares,which we do not believe are reflective of the Company's core operating performance during the periods presented.

Adjusted net income represents net income before share-based compensation expense,impairment loss on long-lived assets,impairment loss on long-term investments,change in fair value of liabilities to be settled in shares and loss on disposal of subsidiaries.

For investor and media inquiries,please contact:

Ucommune International Ltd.

ir@ucommune.com

ICR,LLC.

Sharon Zhou

ucommune@icrinc.com

+1 (212) 537-3847

FINANCIAL STATEMENTS

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of RMB and USD,except for number of shares)

As of December 31,2019

As of December 31,2020

RMB

RMB

USD

ASSETS

Current assets:

Cash and cash equivalents

175,774

348,064

53,343

Restricted cash

-

52,199

8,000

Term deposits

41,715

47,710

7,312

Short-term investments

37,930

5,900

904

Accounts receivable

86,200

125,359

19,212

Prepaid expenses and other current assets

135,830

163,401

25,039

Amounts due from related parties,current

52,611

24,504

3,755

Held-for-sale asset

356,233

-

-

Total current assets

886,293

767,137

117,565

Non-current assets

Restricted cash

20,527

527

81

Long-term investments

29,329

9,051

1,387

Property and equipment,net

567,844

350,980

53,790

Right-of-use assets,net

1,851,729

879,348

134,766

Intangible assets,net

40,105

28,420

4,356

Goodwill

1,533,485

1,485

235,017

Rental deposit

98,486

61,170

9,375

Long-term prepaid expenses

116,363

113,271

17,360

Amounts due from related parties,non-current

884

297

46

Other assets,non-current

185

194,444

29,800

Total non-current assets

4,258,937

3,170,993

485,978

TOTAL ASSETS

5,145,230

3,938,130

603,543

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - continued

(Amounts in thousands of RMB and USD,2020

RMB

RMB

USD

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Short-term borrowings

138,647

49,457

7,580

Long-term borrowings,current portion

14,390

3,618

554

Note payable

-

12,105

1,855

Accounts payable

325,682

272,299

41,732

Accrued expenses and other current liabilities

276,577

263,997

40,459

Amounts due to related parties,current

43,251

92,737

14,213

Advance workspace membership fee

99,226

53,667

8,225

Contract liabilities

23,875

14,833

2,273

Income taxes payable

325

1,366

209

Deferred subsidy income

11,974

9,562

1,465

Convertible bond

69,762

-

-

Held-for-sale liabilities

32,514

-

-

Lease liabilities,current

589,467

365,049

55,946

Total current liabilities

1,625,690

1,138,690

174,511

Non-current liabilities:

Long-term borrowings

5,000

15,242

2,336

Refundable deposits from members,non-current

14,308

16,477

2,525

Deferred tax liabilities

2,427

1,543

236

Lease liabilities,non-current

1,393,691

580,562

88,975

Total non-current liabilities

1,415,426

613,824

94,072

TOTAL LIABILITIES

3,041,116

1,752,514

268,583

SHAREHOLDERS' EQUITY

Class A ordinary shares

44

49

7

Class B ordinary shares

-

6

1

Additional paid-in capital

3,645,669

4,230,656

648,376

Statutory reserves

3,827

5,065

776

Accumulated deficit

(1,750,475)

(2,240,205)

(343,326)

Accumulated other comprehensive (loss) income

(926)

4,742

727

Total Ucommune International Ltd.

shareholders' equity

1,898,139

2,000,313

306,561

Noncontrolling interests

205,975

185,303

28,399

TOTAL EQUITY

2,104,114

2,185,616

334,960

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

5,543

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of RMB and USD,except for number of shares and per share data)

For the ThreeMonths Ended

December 31,

For the Year Ended

December 31,

2019

2020

2020

2019

2020

2020

RMB

RMB

USD

RMB

RMB

USD

Revenue:

Workspace membership revenue

138,360

76,822

11,773

557,994

422,984

64,825

Marketing and branding service revenue

131,342

110,104

16,874

534,826

317,461

48,653

Other service revenue

23,087

91,735

14,059

74,538

136,692

20,949

Total revenue

292,789

278,661

42,706

1,167,358

877,137

134,427

Cost of revenue:

Workspace membership

(208,812)

(110,576)

(16,947)

(814,002)

(557,102)

(85,380)

Marketing and branding service

(121,031)

(108,816)

(16,677)

(485,473)

(297,893)

(45,654)

Other services

(22,195)

(65,852)

(10,092)

(69,917)

(113,074)

(17,329)

Total cost of revenue

(352,038)

(285,244)

(43,716)

(1,369,392)

(968,069)

(148,363)

Operating expenses:

Impairment loss on long-lived assets

(5,908)

(3,048)

(467)

(52,030)

(36,505)

(5,595)

Pre-opening expenses

(976)

-

-

(15,124)

-

-

Sales and marketing expenses

(27,497)

(24,208)

(3,710)

(75,841)

(47,061)

(7,212)

General and administrative expenses

(52,746)

(232,982)

(35,706)

(181,582)

(320,202)

(49,073)

Remeasurement gain of previously held equity

interests in connection with step acquisitions

-

-

-

386

-

-

Change in fair value of advance for equity interests

subscription

-

-

-

(179,475)

-

-

Loss from operations

(146,376)

(266,821)

(40,893)

(705,700)

(494,700)

(75,816)

Interest expense,net

(7,343)

(2,134)

(327)

(10,402)

(12,863)

(1,971)

Subsidy income

(3,739)

1,225

188

16,782

13,931

2,135

Impairment loss on long-term investments

(35,453)

(6,553)

(1,004)

(37,453)

(10,060)

(1,542)

Gain on disposal of long-term investments

-

-

-

-

8,561

1,312

Loss on disposal of subsidiaries

-

-

-

-

(39,703)

(6,085)

Other (expense)/income,net

(43,011)

126,459

19,381

(63,480)

30,393

4,658

Loss before income taxes and loss from equity

method investments

(235,922)

(147,824)

(22,655)

(800,253)

(504,441)

(77,309)

Provision for income taxes

(92)

(534)

(82)

(4,872)

(2,864)

(439)

Loss from equity method investments

52

(783)

(120)

(1,548)

(639)

(98)

Net loss

(235,962)

(149,141)

(22,857)

(806,673)

(507,944)

(77,846)

Less: Net loss attributable to noncontrolling interests

3,240

(3,955)

(606)

(15,523)

(19,452)

(2,981)

Net loss attributable to Ucommune International

Ltd.

(239,202)

(145,186)

(22,251)

(791,150)

(488,492)

(74,865)

Net loss per share attributable to ordinary shareholders

of Ucommune International Ltd.

- Basic

(4.78)

(2.23)

(0.34)

(15.80)

(7.50)

(1.15)

- Diluted

(4.78)

(2.23)

(0.34)

(15.80)

(7.50)

(1.15)

Weighted average shares used in calculating net loss per

share

- Basic

50,074,152

65,141,759

65,759

50,759

- Diluted

50,759

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands of RMB and USD,

For the Year Ended December 31,

2019

2020

2020

2019

2020

2020

RMB

RMB

USD

RMB

RMB

USD

Net loss

(235,962)

(149,141)

(22,857)

(806,673)

(507,944)

(77,846)

Other comprehensive loss,net of tax

-

-

-

-

-

-

Foreign currency translation adjustments

2,151

4,729

725

(69)

5,768

884

Total Comprehensive loss

(233,811)

(144,412)

(22,132)

(806,742)

(502,176)

(76,962)

Less: Comprehensive loss attributable to noncontrolling

interest

3,269

(3,856)

(591)

(15,524)

(19,352)

(2,966)

Comprehensive loss attributable to Ucommune

International Ltd.'s shareholders

(237,080)

(140,556)

(21,541)

(791,218)

(482,824)

(73,996)

UCOMMUNE INTERNATIONAL LTD.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(Amounts in thousands of RMB and USD,except for number of shares and per share data)

The following table sets forth a reconciliation of net lossto EBITDA and adjusted EBITDA for the periods indicated:

For the Three Months

Ended December31,

For the Year

Ended December31,

2019

2020

2020

2019

2020

2020

RMB

RMB

USD

RMB

RMB

USD

Net loss

(235,846)

Interest expense,net

7,343

2,134

327

10,402

12,863

1,971

Provision for income taxes

92

534

82

4,872

2,864

439

Depreciation of property and equipment

29,666

45,344

6,949

108,303

76,353

11,702

Amortization of intangible assets

5,289

6,295

965

10,803

11,202

1,717

EBITDA (non-GAAP)

(193,572)

(94,834)

(14,534)

(672,293)

(404,662)

(62,017)

Share-based compensation expense

-

202,333

31,009

-

202,009

Impairment loss on long-lived assets

5,908

3,048

467

52,030

36,505

5,595

Change in fair value of liabilities to be

settled in shares

-

-

-

179,475

-

-

Impairment loss on long-term investments

35,453

6,553

1,004

37,453

10,060

1,542

Loss on disposal of subsidiaries

-

-

-

-

39,703

6,085

Other expense/(income),net

43,011

(126,459)

(19,381)

63,480

(30,393)

(4,658)

Adjusted EBITDA (non-GAAP)

(109,200)

(9,359)

(1,435)

(339,855)

(146,454)

(22,444)

The table below sets forth a reconciliation of net loss to adjusted (net loss)/income for the periods indicated:

For the Three Months

Ended December31,846)

Share-based compensation expense

-

202,085

Adjusted (net loss)/income (non-GAAP)

(194,601)

62,793

9,623

(537,715)

(219,343)

(33,615)