WIXLIB

THE ROSEN LAW FIRM, P.A.Laurence Rosen, Esq.One Gateway Center, Suite 2600Newark, NJ 07102Tel: (973) 313-1887Fax: (973) 833-0399Email: lrosen@rosenlegal.comCounsel for PlaintiffUNITED STATES DISTRICT COURTDISTRICT OF NEW JERSEY, Individually and onbehalf of all others similarly situated,Case No:CLASS ACTION COMPLAINTFOR VIOLATIONS OF THEFEDERAL SECURITIES LAWSPlaintiff,v.JURY TRIAL DEMANDED9F INC., LEI SUN, YANJUN LIN,YIFAN REN, CHANGXING XIAO,FLYNN XUXIAN HUANG, IVANXU, JUNSHENG ZHANG, WINGHON CHEUNG, FANGXIONGGONG, DAVID CUI, LEI LIU, SIUFUNG MING, CREDIT SUISSESECURITIES (USA) LLC, HAITONGINTERNATIONAL SECURITIESCOMPANY LIMITED, CLSALIMITED, CHINA INVESTMENTSECURITIES INTERNATIONALBROKERAGE LIMITED, 9FPRIMASIA SECURITIES LIMITED,and COGENCY GLOBAL INC.,Defendants.1

Plaintiff (“Plaintiff”), individually and on behalf of all otherpersons similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’scomplaint against Defendants (defined below), alleges the following based uponpersonal knowledge as to Plaintiff and Plaintiff’s own acts, and information andbelief as to all other matters, based upon, inter alia, the investigation conducted byand through his attorneys, which included, among other things, a review of theDefendants’ public documents, conference calls and announcements made byDefendants, public filings, wire and press releases published by and regarding 9FInc. (“9F,” “JFU,” or the “Company”), and information readily obtainable on theInternet. Plaintiff believes that substantial evidentiary support will exist for theallegations set forth herein after a reasonable opportunity for discovery.NATURE OF THE ACTION1.Plaintiff brings this securities class action on behalf of persons whopurchased or otherwise acquired the Company’s securities: (1) pursuant and/ortraceable to the registration statement and related prospectus (collectively, the“Registration Statement”) issued in connection with 9F’s August 14, 2019 initialpublic offering (the “IPO” or “Offering”); and/or (2) between August 14, 2019and September 29, 2020, both dates inclusive (the “Class Period”), seeking torecover compensable damages caused by Defendants’ violations of the SecuritiesAct of 1933 (the “Securities Act”) and violations of Sections 10(b) and 20(a) of2

the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5,promulgated thereunder.2.In August 2019, Defendants held the IPO, selling approximately 8.9million American depositary shares (“ADSs”) to the investing public at 9.50 perADS, pursuant to the Registration Statement.3.By the commencement of this action, the Company’s shares tradesignificantly below the IPO price. As a result, investors were damaged.JURISDICTION AND VENUE4.The claims alleged herein arise under and pursuant to Sections 11,12(a)(2) and 15 of the Securities Act (15 U.S.C. §§77k, 771(a)(2) and 77o) andSections 10(b) and 20(a) of the Exchange Act (15 U.S.C. §§78j(b) and 78t(a)) andRule 10b-5 promulgated thereunder by the SEC (17 C.F.R. §240.10b-5).5.This Court has jurisdiction over the subject matter of this actionpursuant to 28 U.S.C. §1331 and §22 of the Securities Act and 28 U.S.C. §1331and §27 of the Exchange Act.6.This Court has jurisdiction over each defendant named hereinbecause each defendant has sufficient minimum contacts with this District so as torender the exercise of jurisdiction by this Court permissible under traditionalnotions of fair play and substantial justice.3

7.Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) and§22(a) of the Securities Act (15 U.S.C. §77v(a)) as a significant portion of theDefendants’ actions, and the subsequent damages took place within this Districtand §27 of the Exchange Act (15 U.S.C. §78aa) and 28 U.S.C. §1391(b) as thealleged misstatements entered and subsequent damages took place within thisDistrict.8.In connection with the acts, conduct and other wrongs alleged in thiscomplaint, Defendants, directly or indirectly, used the means and instrumentalitiesof interstate commerce, including but not limited to, the United States mails,interstate telephone communications and the facilities of a national securitiesexchange. Defendants disseminated the statements alleged to be false andmisleading herein into this District, and Defendants solicited purchasers of 9Fsecurities in this District.PARTIES9.Plaintiff, as set forth in the accompanying Certification, purchased theCompany’s securities at artificially inflated prices during the Class Period and wasdamaged upon the revelation of the corrective disclosure.10.Defendant 9F purports to be a company primarily engaged in theprovision of financial investment services in China through a digital financialaccount platform. The Company’s primary products and services include consumer4

loan products, online wealth management products, and payment facilitation.11.The Company is incorporated in the Cayman Islands and its headoffice is located at the Jiufu Building, Rongxin Technology Center, ChaoyangDistrict, Beijing 100102, People’s Republic of China (“PRC”). 9F ADSs trade onthe Nasdaq Exchange (“NASDAQ”) under the ticker symbol “JFU.”12.Defendant Lei Sun (“Sun”) has served as the Company’s Chairmanand Chief Executive Officer (“CEO”) since 2017 and was at the time of the IPO9F’s CEO and Chairman of the Board of Directors (the “Board”). He is also a cofounder of the Company. Defendant Sun signed the false and misleadingRegistration Statement. Defendant Sun sold 2.15 million ADSs as a “sellingshareholder” in the Company’s IPO, through Nine F Capital Limited, a BritishVirgin Islands company, which he controls. Defendant Sun beneficially owned77,526,800 ordinary shares (39.1% of the outstanding shares) of 9F just prior to theIPO.13.Defendant Yanjun Lin (“Lin”) has served as the Chief FinancialOfficer (“CFO”) since 2015 and was at the time of the IPO 9F’s CFO and amember of its Board. Defendant Lin has served as the CEO of Defendant 9FPrimasia Securities Limited (“Primasia Securities”) since 2016. Defendant Linsigned the false and misleading Registration Statement. Defendant Lin beneficiallyowned 2,490,700 ordinary shares (1.3% of the outstanding shares) of 9F just prior5

to the IPO.14.Defendants Sun and Lin as sometimes referred to as the “IndividualDefendants.”15.The Individual Defendants:(a)directly participated in the management of the Company;(b)was directly involved in the day-to-day operations of theCompany at the highest levels;(c)was privy to confidential proprietary information concerningthe Company and its business and operations;(d)was directly or indirectly involved in drafting, producing,reviewing and/or disseminating the false and misleading statementsand information alleged herein;(e)was directly or indirectly involved in the oversight orimplementation of the Company’s internal controls;(f)was aware of or recklessly disregarded the fact that the falseand misleading statements were being issued concerning theCompany; and/or(g)approved or ratified these statements in violation of the federalsecurities laws.16.The Company is liable for the acts of the Individual Defendants and6

its employees under the doctrine of respondeat superior and common lawprinciples of agency because all of the wrongful acts complained of herein werecarried out within the scope of their employment.17.The scienter of the Individual Defendants and other employees andagents of the Company is similarly imputed to the Company under respondeatsuperior and agency principles.18.Defendant Yifan Ren (“Ren”) was at the time of the IPO a member of9F’s Board. He is also a co-founder of the Company. Defendant Ren signed thefalse and misleading Registration Statement. Defendant Ren beneficially owned43,583,400 ordinary shares (23.3% of the outstanding shares) of 9F just prior to theIPO.19.Defendant Changxing Xiao (“Xiao”) was at the time of the IPO amember of 9F’s Board. Defendant Xiao signed the false and misleadingRegistration Statement. Defendant Xiao beneficially owned 13,920,300 ordinaryshares (7.4% of the outstanding shares) of 9F just prior to the IPO.20.Defendant Flynn Xuxian Huang (“Huang”) was at the time of the IPOa member of 9F’s Board. Defendant Huang signed the false and misleadingRegistration Statement.21.Defendant Ivan Xu (“Xu”) was at the time of the IPO a member of9F’s Board. Defendant Xu signed the false and misleading Registration Statement.7

Defendant Xu beneficially owned 7,237,000 ordinary shares (3.8% of theoutstanding shares) of 9F just prior to the IPO.22.Defendant Junsheng Zhang (“Zhang”) was at the time of the IPO amember of 9F’s Board. Defendant Zhang signed the false and misleadingRegistration Statement. Defendant Zhang beneficially owned 3,912,700 ordinaryshares (2.1% of the outstanding shares) of 9F just prior to the IPO.23.Defendant Wing Hon Cheung (“Cheung”) was at the time of the IPO amember of 9F’s Board. Defendant Cheung signed the false and misleadingRegistration Statement.24.Defendant Fangxiong Gong was named in the Registration Statement,with his consent, as having accepted appointment as a Company director effectiveupon the SEC’s declaration of effectiveness of the Registration Statement.25.Defendant David Cui (“Cui”) was named in the RegistrationStatement, with his consent, as having accepted appointment as a Companydirector effective upon the SEC’s declaration of effectiveness of the RegistrationStatement.26.Defendant Lei Liu (“Liu”) was named in the Registration Statement,with his consent, as having accepted appointment as a Company director effectiveupon the SEC’s declaration of effectiveness of the Registration Statement. He isalso a co-founder of the Company and was, at the time of the IPO, its Executive8

President and Chief Risk Officer. Defendant Liu beneficially owned 4,347,600ordinary shares (2.3% of the outstanding shares) of 9F just prior to the IPO.Defendant Liu became the Company’s Chief Risk Officer in June 2020 andreplaced Defendant Sun as 9F’s CEO in August 2020.27.Defendant Siu Fung Ming (“Ming”) was at the time of the IPO 9F’sduly authorized representative in the United States. Defendant Ming signed thefalse and misleading Registration Statement on his own behalf and on behalf ofDefendant Cogency Global Inc. (“Cogency Global”), Defendant Ming’s employer.28.The Individual Defendants and the defendants named in ¶¶18-27 aresometimes referred to herein as the “Offering Defendants.”29.Each of the Offering Defendants signed or authorized the signing ofthe Registration Statement, solicited the investing public to purchase securitiesissued pursuant thereto, hired and assisted the underwriters, planned andcontributed to the IPO and Registration Statement, and attended road shows andother promotions to meet with and present favorable information to potential 9Finvestors, all motivated by their own and the Company’s financial interests.30.Defendant Credit Suisse Securities (USA) LLC served as anunderwriter for the Company’s IPO. Credit Suisse Securities (USA) LLCmaintains an office at 2121 Avenue of the Stars, Los Angeles, CA 90067.31.Defendant Haitong International Securities Company Limited served9