g29g10g14g3g14g3g44g15g15g16g1Cg1Bg16g17g5Dg49g10g14g11g4Bg57g50g3g29g10g14g3g38g56g48g3g57g4Bg48g56g48g3g4Fg4Cg51g4Eg56g3g57g52g3g55g44g53g4Cg47g4Fg5Cg3g55g48g59g4Cg48g5Ag3g57g4Bg48g3g47g52g46g58g50g48g51g57g37g24g25g2Fg28g3g32g29g3g26g32g31g37g28g31g37g36g3g33g2Bg32g28g31g2Cg3Bg3g37g35g28g28g3g2Bg32g2Fg27g2Cg31g2Ag36g3g2Fg2Cg30g2Cg37g28g27g3g2Cg31g27g28g3Bg3g37g32g3g37g2Bg28g3g26g32g31g36g32g2Fg2Cg27g24g37g28g27g3g29g2Cg31g24g31g26g2Cg24g2Fg3g36g37g24g37g28g30g28g31g37g36Table of ContentsAs led with the Securities and Exchange Commission on October 28, 2019Registration No. 333- SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Phoenix Tree Holdings Limited(Exact name of Registrant as specied in its charter)Cayman Islands(State or Other Jurisdiction ofIncorporation or Organization)7370(Primary Standard IndustrialClassication Code Number)Not Applicable(I.R.S. EmployerIdentication Number)Room 212, Chao Yang Shou Fu8 Chao Yang Men Nei StreetDongcheng District, Beijing 100010People's Republic of China+86-10-5717-6925(Address, including zip code, and telephone number, including area code, of Registrant's principal executive ofces)Cogency Global Inc.10 E. 40th Street, 10th FloorNew York, NY10016, United States+1-212-947-7200(Name, address, including zip code, and telephone number, including area code of agent for service)Copies to:Chris K.H. Lin, Esq.Daniel Fertig, Esq.Simpson Thacher and each Class B ordinary share is entitled to twenty (20)votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.Upon the completion of this offering, we will be a “controlled company“ as dened under the NYSE Listed Company Manual because Jing Gao, our co-founder, director and chief executiveofcer, will benecially own all of our Class B ordinary shares representing % of the voting power of our total issued and outstanding shares immediately after the completion of thisoffering, assuming the underwriters do not exercise their option to purchase additional ADSs.The underwriters expect to deliver the ADSs against payment in New York, New York on , 2019.Prospectus dated , 2019Citigroup Credit Suisse J.P. Morgan(in alphabetical order)Table of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTS No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we mayauthorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy,only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date,regardless of the time of delivery of this prospectus or any sale of the ADSs.Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any led free writing prospectus in anyjurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writingprospectus led with the United States Securities and Exchange Commission, or SEC, must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and thedistribution of this prospectus or any led free writing prospectus outside of the United States.Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.iProspectus Summary 1 The Offering 14 Summary Consolidated Financial and Operating Data 17 Risk Factors 22 Special Note Regarding Forward Looking Statements and Industry Data 68 Use of Proceeds 70 Dividend Policy 71 Capitalization 72 Dilution 74 Enforcement of Civil Liabilities 76 Our History and Corporate Structure 78 Selected Consolidated Financial and Operating Data 81 Management's Discussion and Analysis of Financial Condition and Results of Operations 86 Industry Overview 111 Business 116 Regulations 143 Management 154 Principal Shareholders 166 Related Party Transactions 170 Description of Share Capital 171 Description of American Depositary Shares 184 Shares Eligible for Future Sale 196 Taxation 198 Underwriting 206 Expenses Related to This Offering 217 Legal Matters 218 Experts 219 Where You Can Find More Information 220 Index to Consolidated Financial Statements F-1 Table of ContentsPROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you shouldconsider before investing in our ADSs. You should carefully read the entire prospectus, including “Risk Factors“ and the nancial statements, before making an investment decision. Thisprospectus contains information from an industry report commissioned by us and prepared by iResearch Global Inc., or iResearch, an independent industry research rm, to provideinformation regarding our industry and our market position in China. We refer to this report, which was dated August 28, 2019, as the iResearch Report.Our MissionOur mission is to help people live better.Our BusinessWe are redening the residential rental market through technology. We started Danke in 2015 to provide young people with comfortable yet affordable homes. Today, we are one ofthe largest co-living platforms in China with the fastest growth, according to iResearch. We established operations in 13 cities in China as of September 30, 2019 and have become amajor player in each of the 10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 as of December 31, 2015 to 406,746 asof September 30, 2019, a 166-fold increase over less than four years.Number of apartment units of Danke Apartment (in thousands)(1) Increase over the three years and nine months from December 31, 2015 to September 30, 2019. (2) CAGR over the three years from December 31, 2015 to December 31, 2018.China's residential rental market is expected to nearly double its size from 2018 to reach RMB3.0 trillion in 2023. We see an enormous opportunity within this addressable market,one of the last conventional markets to be touched by technology. China's residential rental market is highly1Table of Contentsfragmented and inefcient, and one in which both individual property owners and renters suffer from numerous pain points. We provide solutions to both property owners and rentersthrough our innovative “new rental“ business model, which is dened by the following features: Centralization. We centrally operate the apartments sourced from property owners and rent them out to our residents. Standardization. We standardize the design, renovation and furnishing of our apartment units, and provide high-quality, reliable one-stop services. Online. Our entire business process is empowered by technology to enable seamless online experience for both property owners and residents. We have had no physicalstorefront since inception.(1) According to a survey conducted by iResearch of China's leading co-living platforms, including us and our peers.2Table of ContentsWe operate two branded products, “Danke Apartment ( )“ and “Dream Apartment ( ).“ Danke Apartment has been the primary focus of our business sinceour inception in 2015. We source and lease apartments from individual property owners on a long-term basis, design, renovate and furnish such apartments in a standardized and stylishmanner, and rent them out to individual residents, either as private rooms within an apartment or an entire apartment. Leveraging our experience in operating Danke Apartment, weintroduced Dream Apartment in November 2018 to target the large but underserved blue-collar apartment segment. We lease entire buildings or oors in a building, transform them intodormitory-style apartments, and rent them to corporate clients for employee accommodation. For all of our residents, we provide high-quality one-stop services, including cleaning,repair and maintenance, WiFi as well as 24/7 resident support.We run Danke like a data science company. As our founders are technology veterans, technology is deeply rooted in our DNA. At the core of our technology system is ourproprietary articial intelligence decision engine, or “Danke Brain,“ which makes real-time and unbiased decisions based on data analytics to guide each step of our business operationsand generate valuable business intelligence. Danke Brain has self-learning capability. It is able to apply what it learns in existing cities and neighborhoods to new cities andneighborhoods, and improves from each transaction and interaction. It reduces our reliance on local expertise, enables higher efciency and facilitates rapid expansion. Danke Brain issupported by our big data platform, which continually processes and structurizes a massive amount of data with over 100 dimensions. Connecting everything together, our ITinfrastructure digitizes our business operation and links all of our employees, property owners, residents and third-party service providers.Leveraging our robust technology capabilities, we are able to handle complicated and large-scale business operations. For instance, pricing decisions represent a core competencyfor a co-living platform, yet pricing is complex due to the heterogeneous nature of apartments, neighborhoods and cities. Our technology system enables us to make tens of thousands ofpricing decisions each day with approximately 95% accuracy rate of the estimated lease-out price, without the need to rely on the local expertise of individual agents. We also havestrong capabilities to manage the dynamic supply chain through technology. We can effectively manage an extensive network of renovation contractors to simultaneously renovate50,000 apartment units scattered in thousands of neighborhoods across 13 cities and maintain consistent quality. We use proprietary technologies to achieve precise budgeting, accuratetime estimate, and seamless workow coordination across our supply chain.Empowered by our data, technology and apartment network, we have created a vibrant and expanding ecosystem to connect and benet property owners, residents and third-partyservice providers. Their interaction forms a virtuous cycle, while also providing us with signicant monetization opportunities.3Table of ContentsOur disruptive business model has enabled us to achieve unparalleled growth, operational excellence and customer satisfaction. We are particularly proud of the followingachievements, where in each case we ranked the highest amongst our peers, according to iResearch:(1) Growth over the three and a half years from December 31, 2015 to June 30, 2019. We achieved 166-fold increase in the number of apartment units we held over the period betweenDecember 31, 2015 and September 30, 2019. (2) As of June 30, 2019. Our occupancy rate was 87% as of September 30, 2019. (3) Percentage of residents surveyed that would recommend our platforms to others, according to a survey conducted by iResearch in August 2019. (4) For the rst half of 2019; excluding residents who entered into leases with Aishangzu prior to our acquisition of Aishangzu. The renewal rate of our residents exceeded 50% in each of 2017 and2018. We improved our ranking among our peers in terms of such renewal rate from the third in 2017 to the rst in 2018 and the rst half of 2019, according to iResearch. The renewal rate ofour residents for the nine months ended September 30, 2019 was 52%. (5) For the period between our inception and June 30, 2019; excluding property owners who entered into leases with Aishangzu prior to our acquisition of Aishangzu. The renewal rate of ourproperty owners for the period between our inception and September 30, 2019 was 79%.We currently generate revenues primarily from rents and service fees. Our revenues increased by 307.3% from RMB656.8 million in 2017 to RMB2,675.0 million(US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in the nine months ended September 30, 2018 to RMB4,999.7 million (US$699.5 million) in the nine monthsended September 30, 2019.We are just taking off. Our business model not only enables us to achieve strong performance, but also places us in a unique position to capture the enormous potential of China'sresidential rental market.Our Market OpportunitiesChina's residential rental market size reached RMB1.8 trillion in 2018 and is expected to grow to RMB3.0 trillion in 2023, according to iResearch. The residential rental market sizeof China's tier 1 and tier 2 cities reached RMB1.2 trillion in total in 2018 and is expected to grow to RMB2.0 trillion in 2023.The growth in China's residential rental market is mainly driven by the following factors: Continued urbanization High housing prices, particularly in tier 1 and tier 2 cities Changes in young people's consumption habits and lifestyle Favorable policies supporting the residential rental market4