Here Group Ltd

Filing Date

Mar 27, 2026

Transaction Date

Mar 18, 2026

Accession Number

0001973372-26-000008

Form Type

3

Footnotes

1. (F1)Each American depositary share represents three class A ordinary shares.
2. (F2)The reported securities represent shares to be received in connection with the merger transaction involving Shenzhen Yiqi Culture Co., Ltd. ("Letsvan merger deal"). A total of 18,219,330 Class A ordinary shares will be issued to the reporting person or his designated entity (referred to as the "Reporting Person") upon the conditions of the Letsvan merger deal.
3. (F3)As described in footnote (2),the above mentioned shares are subject to the following restrictions, and the closing has not yet occurred as certain conditions remain unsatisfied. First Tranche: Within ten (10)business days after the closing date, 10,931,598 shares (60% of the aggregate) will be issued to the Reporting Person, subject to a one-year lock-up period. Second Tranche: Within ten (10)business days after the closing date, 3,643,866 shares (20% of the aggregate) will be issued to the Reporting Person, subject to a continued employment requirement and a four-year lock-up period, with one-fourth (1/4) of the shares vesting annually. Final Tranche: Within ten (10) business days following full vesting of the Second Tranche shares, the remaining 3,643,866 shares (the final 20% of the aggregate) will be issued to the Reporting Person, subject to a four-year lock-up period, with one-fourth (1/4) vesting annually.