LIZI / Lizhi Inc. - Depositary Receipt (Common Stock) - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Lizhi Inc. - Depositary Receipt (Common Stock)
US ˙ NasdaqCM ˙ US53933L2034
DETTE SYMBOL ER IKKE LÆNGERE AKTIVT

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CIK 1783407
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 Lizhi Inc. - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
September 4, 2025 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission file number: 001-39177 So

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 108 Robinson Road, #09-01 Singapore 068900 (Address of Principal Executive Offic

September 4, 2025 EX-99.1

Sound Group Inc. Announces Ex-dividend Date for Recently Announced Special Cash Dividend

Exhibit 99.1 Sound Group Inc. Announces Ex-dividend Date for Recently Announced Special Cash Dividend SINGAPORE, September 4, 2025 (GLOBE NEWSWIRE) - Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), a global audio-centric social and entertainment company, today announced that Nasdaq has set October 1, 2025, as the ex-dividend date for the Company’s special cash dividend announced

August 28, 2025 EX-99.2

Sound Group Inc. Announces Special Cash Dividend

Exhibit 99.2 Sound Group Inc. Announces Special Cash Dividend SINGAPORE, August 28, 2025 (GLOBE NEWSWIRE) - Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), a global audio-centric social and entertainment company, today announced that the Company's board of directors (the "Board") approved a special cash dividend of US$0.005 per ordinary share, or US$1.00 per American Depositary S

August 28, 2025 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission file number: 001-39177 Sound

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 108 Robinson Road, #09-01 Singapore 068900 (Address of Principal Executive Offices)

August 28, 2025 EX-99.1

Sound Group Inc. Reports First Half of 2025 Unaudited Financial Results

Exhibit 99.1 Sound Group Inc. Reports First Half of 2025 Unaudited Financial Results Singapore, August 28, 2025 /GLOBE NEWSWIRE/ - Sound Group Inc. (NASDAQ: SOGP) (“SOGP” or the “Company” or “We”), a global audio-centric social and entertainment company, today announced its unaudited financial results for the six months ended June 30, 2025. First Half of 2025 Financial and Operational Highlights ·

June 9, 2025 EX-99.1

Sound Group Inc. Announces $4 Million Share Repurchase Program

Exhibit 99.1 Sound Group Inc. Announces $4 Million Share Repurchase Program GUANGZHOU, China, June 09, 2025 (GLOBE NEWSWIRE) - Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), a global audio-centric social and entertainment company, today announced that its board of directors (the “Board”) has approved a share repurchase program whereby the Company is authorized to repurchase its

June 9, 2025 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission file number: 001-39177 Sound G

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 108 Robinson Road, #09-01 Singapore 068900 (Address of Principal Executive Offices) I

April 29, 2025 EX-15.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.3 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- 239008) and Form S-8 (No.333-259595) of Sound Group Inc. of our report dated April 29, 2024 relating to the consolidated financial statements, which appears in this Form 20-F. Singapore April 29, 2025 /s/ Enrome LLP Enrome LLP

April 29, 2025 EX-15.2

FANGDA PARTNERS 北京 Beijing·广州 Guangzhou·香港 Hong Kong·南京 Nanjing·上海 Shanghai·深圳 Shenzhen·新加坡 Singapore

Exhibit 15.2 FANGDA PARTNERS 北京 Beijing·广州 Guangzhou·香港 Hong Kong·南京 Nanjing·上海 Shanghai·深圳 Shenzhen·新加坡 Singapore http://www.fangdalaw.com E-mail: [email protected] Tel.: 86-20-32253888 Fax: 86-20-32253899 Unit 01-06, 66F, Guangzhou CTF Finance Centre, No.6 Zhujiang East Road, Zhujiang New Town, Guangzhou 510623, PRC April 29, 2025 To: Sound Group Inc. 108 Robinson Road #09-01 Singapore 068900

April 29, 2025 EX-15.1

April 29, 2025

Exhibit 15.1 April 29, 2025 Our Ref: MRC/BLUI/L3274-H22160 SOUND GROUP INC. 108 Robinson Road #09-01 Singapore 068900 Dear Sirs or Madam SOUND GROUP INC. FOrm 20-F We consent to the reference to our firm under the heading “Item 10.E. Taxation —Cayman Islands Taxation” in the Annual Report on Form 20-F of Sound Group Inc. for the year ended December 31, 2024 (the “Annual Report”), which will be fil

April 29, 2025 EX-13.2

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

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Sound Group Inc. (formerly known as LIZHI 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, Chengfang Lu, Acting Chief Financia

April 29, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 (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

April 29, 2025 EX-99.1

Sound Group Inc. Files 2024 Annual Report on Form 20-F

Exhibit 99.1 Sound Group Inc. Files 2024 Annual Report on Form 20-F SINGAPORE, April 29, 2025 (GLOBE NEWSWIRE) - Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), a global audio-centric social and entertainment company, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2024, with the Securities and Exchange Commission (the "SEC") on

April 29, 2025 EX-11.2

Sound Group Inc. Second Amended and Restated Statement of Policy Concerning Trading in Company Securities Amended and Restated on April 27, 2025

Exhibit 11.2 Sound Group Inc. Second Amended and Restated Statement of Policy Concerning Trading in Company Securities Amended and Restated on April 27, 2025 TABLE OF CONTENTS Page No. I. Summary of Policy Concerning Trading in Company Securities 1 II. The Use of Inside Information in Connection with Trading in Securities 1 A. General Rule 1 B. Who Does the Policy Apply To? 2 C. Other Companies’ S

April 29, 2025 EX-13.1

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

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Sound Group Inc. (formerly known as LIZHI 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, Jinnan (Marco) Lai, Chief Executive

April 29, 2025 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission file number: 001-39177 Sound

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 108 Robinson Road, #09-01 Singapore 068900 (Address of Principal Executive Offices)

April 29, 2025 EX-12.2

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

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chengfang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of Sound Group Inc. (formerly known as LIZHI 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 ne

April 29, 2025 EX-12.1

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

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jinnan (Marco) Lai, certify that: 1. I have reviewed this annual report on Form 20-F of Sound Group Inc. (formerly known as LIZHI 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 f

December 13, 2024 EX-99.1

Sound Group Inc. Reports First Half of 2024 Unaudited Financial Results

Exhibit 99.1 Sound Group Inc. Reports First Half of 2024 Unaudited Financial Results Singapore, December 13, 2024 /GLOBE NEWSWIRE/ - Sound Group Inc. (NASDAQ: SOGP) (“SOGP” or the “Company” or “We”), a global audio-centric social and entertainment company, today announced its unaudited financial results for the six months ended June 30, 2024. First Half of 2024 Financial and Operational Highlights

December 13, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission file number: 001-39177 Sou

6-K 1 tm2430506d16k.htm 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singa

November 15, 2024 SC 13G/A

SOGP / Sound Group Inc. - Depositary Receipt (Common Stock) / Matrix Partners China I GP GP - SC 13G/A Passive Investment

SC 13G/A 1 d866812dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 3)* Sound Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class

November 4, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission file number: 001-39177 Sou

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal

November 4, 2024 EX-99.1

Sound Group Inc. Regains Compliance with NASDAQ Requirement

Exhibit 99.1 Sound Group Inc. Regains Compliance with NASDAQ Requirement Singapore, November 4, 2024 (GLOBE NEWSWIRE) – Sound Group Inc. (NASDAQ: SOGP) (“Sound Group” or the “Company”), a global audio-centric social and entertainment company, announced today that it has received notification from The Nasdaq Stock Market LLC (“Nasdaq”) on November 1, 2024, confirming the Company has regained compli

October 31, 2024 EX-13.2

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

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Sound Group Inc. (formerly known as LIZHI 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, Chengfang Lu, Acting Chief Financia

October 31, 2024 EX-99.1

Sound Group Inc. Files 2023 Annual Report on Form 20-F

Exhibit 99.1 Sound Group Inc. Files 2023 Annual Report on Form 20-F Singapore, October 31, 2024 (GLOBE NEWSWIRE) – Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), formerly known as LIZHI INC., a global audio-centric social and entertainment company, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2023, with the Securities and Ex

October 31, 2024 EX-4.10

Supplementary Agreement of Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement

Exhibit 4.10 Supplementary Agreement of Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement This Supplementary Agreement of Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on May 8, 2023: (1) Party A: Beijing Hon

October 31, 2024 EX-15.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.333-239008) and Form S-8 (No. 333-259595) of Sound Group Inc. of our report dated October 31, 2024 relating to the consolidated financial statements, which appears in this Form 20-F. /s/ Enrome LLP Singapore October 31, 2024 Enrome

October 31, 2024 EX-15.2

FANGDA PARTNERS 北京 Beijing·广州 Guangzhou·香港 Hong Kong·南京 Nanjing·上海 Shanghai·深圳 Shenzhen·新加坡 Singapore

Exhibit 15.2 FANGDA PARTNERS 北京 Beijing·广州 Guangzhou·香港 Hong Kong·南京 Nanjing·上海 Shanghai·深圳 Shenzhen·新加坡 Singapore http://www.fangdalaw.com E-mail: [email protected] Tel.: 86-20-32253888 Fax: 86-20-32253899 Unit 01-06, 66F, Guangzhou CTF Finance Centre, No.6 Zhujiang East Road, Zhujiang New Town, Guangzhou 510623, PRC October 31, 2024 To: Sound Group Inc. 60 Anson Road, Mapletree Anson, #09-01/0

October 31, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 (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

October 31, 2024 EX-2.4

Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)

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”) each representing 200 Class A ordinary shares of Sound Group Inc. (formerly known as LIZHI INC.) (“we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Capital Market and, in connection therewith

October 31, 2024 EX-4.7

Supplementary Agreement of Equity Pledge Agreement

Exhibit 4.7 Supplementary Agreement of Equity Pledge Agreement This Supplementary Agreement of Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on May 8, 2023: Party A: Beijing Hongyi Yichuang Information Technology Co., Ltd., a company (solely funded by Taiwan, Hong Kong or Macao legal person) with limited liability duly incorporated and val

October 31, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission file number: 001-39177 Soun

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal

October 31, 2024 EX-12.2

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

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chengfang Lu, certify that: 1.I have reviewed this annual report on Form 20-F of Sound Group Inc. (formerly known as LIZHI 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 nece

October 31, 2024 EX-13.1

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

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Sound Group Inc. (formerly known as LIZHI 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, Jinnan (Marco) Lai, Chief Executive

October 31, 2024 EX-4.16

Supplementary Agreement of First Amended and Restated Agreement of the Equity Pledge Agreement

Exhibit 4.16 Supplementary Agreement of First Amended and Restated Agreement of the Equity Pledge Agreement This Supplementary Agreement of First Amended and Restated Agreement of the Equity Pledge Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on May 8, 2023: Party A: Guangzhou Qingyin Information Technology Co., Ltd., a company with limited

October 31, 2024 EX-12.1

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

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jinnan (Marco) Lai, certify that: 1.I have reviewed this annual report on Form 20-F of Sound Group Inc. (formerly known as LIZHI 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 fac

October 31, 2024 EX-97.1

LIZHI INC. COMPENSATION RECOUPMENT POLICY

Exhibit 97.1 LIZHI INC. COMPENSATION RECOUPMENT POLICY This LIZHI INC. Compensation Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of LIZHI INC. (the “Company”) on November 21, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial repor

October 31, 2024 EX-15.1

October 31, 2024

Exhibit 15.1 October 31, 2024 SOUND GROUP INC. 60 Anson Road Mapletree Anson #09-01/02, Singapore 079914 Dear Sirs or Madam SOUND GROUP INC. FORM 20-F We consent to the reference to our firm under the heading “Item 10.E. Taxation—Cayman Islands Taxation” in the Annual Report on Form 20-F of Sound Group Inc. for the year ended December 31, 2023 (the “Annual Report”), which will be filed on the date

October 31, 2024 EX-4.19

Supplementary Agreement of Exclusive Technical Consulting and Management Service Agreement

Exhibit 4.19 Supplementary Agreement of Exclusive Technical Consulting and Management Service Agreement This Supplementary Agreement of Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on May 8, 2023: (1) Party A: Guangzhou Qingyin Information Technology Co., Ltd., a company with limited liab

July 26, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission file number: 001-39177 Sound G

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal Exe

July 9, 2024 EX-99.1

9, 2024

Exhibit 99.1 July 9, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Sound Group Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, under the Form 6-K of Sound Group Inc. dated July 9, 2024. We agree with the statements concerning our Firm contained therein. Very tru

July 9, 2024 EX-99.2

Sound Group Inc. Announces the Appointment of Enrome as Independent Auditor

Exhibit 99.2 Sound Group Inc. Announces the Appointment of Enrome as Independent Auditor Singapore, July 9, 2024 (GLOBE NEWSWIRE) – Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), formerly known as LIZHI INC., a global audio-centric social and entertainment company, today announced that the appointment of Enrome LLP (“Enrome”) as the Company’s independent registered public accoun

July 9, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission file number: 001-39177 Sound G

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal Exe

May 21, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission file number: 001-39177 Sound Gr

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal Exec

May 21, 2024 EX-99.1

Sound Group Inc. Receives NASDAQ Notice Related to Late Filing of Form 20-F

Exhibit 99.1 Sound Group Inc. Receives NASDAQ Notice Related to Late Filing of Form 20-F Singapore, May 21, 2024 (GLOBE NEWSWIRE) – Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), formerly known as LIZHI INC., a global audio-centric social and entertainment company, today announced that it has received a letter from the NASDAQ Stock Market, dated May 17, 2024 (the “Delinquency Le

April 30, 2024 NT 20-F

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Checkone) : ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

February 14, 2024 SC 13G/A

US53933L2034 / LIZHI INC SPON ADR / TMT General Partner Ltd - SC 13G/A Passive Investment

SC 13G/A 1 tm245649d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SOUND GROUP INC. (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 53933L203 ** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St

February 8, 2024 SC 13G/A

US53933L2034 / LIZHI INC SPON ADR / Matrix Partners China I GP GP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)* Sound Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 53933L 203 (CUS

February 7, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission file number: 001-39177 Sou

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal

February 7, 2024 EX-99.1

Sound Group Provides Update on Share Repurchase Program

Exhibit 99.1 Sound Group Provides Update on Share Repurchase Program SINGAPORE, Feb. 7, 2024 (GLOBE NEWSWIRE) - Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), a global audio-centric social and entertainment company, today provided an update on its $3 million share repurchase program approved by its board of directors (the “Board”) in December 2023 and effective from December 13,

January 26, 2024 EX-99.1

Sound Group Inc. Announces Trading under New Name on Nasdaq

Exhibit 99.1 Sound Group Inc. Announces Trading under New Name on Nasdaq Singapore, Jan. 26, 2024 (GLOBE NEWSWIRE) – Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP), a global audio-centric social and entertainment company, today announced that its American depositary shares, each representing two hundred (200) Class A ordinary shares, par value US$0.0001 per share (the “ADSs”), wi

January 26, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission file number: 001-39177 Soun

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal

January 25, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission file number: 001-39177 Soun

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission file number: 001-39177 Sound Group Inc. (Exact Name of Registrant as Specified in Its Charter) 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 079914 (Address of Principal

January 25, 2024 424B3

American Depositary Shares (Each American Depositary Share representing two hundred (200) Fully Paid Class A Ordinary Shares) [FORM OF FACE OF RECEIPT] AMERICAN DEPOSITARY RECEIPT AMERICAN DEPOSITARY SHARES DEPOSITED ORDINARY SHARES SOUND GROUP INC.

Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No.

January 25, 2024 EX-99.1

Sound Group Inc. (Formerly LIZHI INC.) Announces Corporate Name and Ticker Symbol Change

Exhibit 99.1 Sound Group Inc. (Formerly LIZHI INC.) Announces Corporate Name and Ticker Symbol Change Singapore, Jan. 25, 2024 (GLOBE NEWSWIRE) – Sound Group Inc., formerly known as LIZHI INC. (“Sound Group” or the “Company”), a global audio-centric social and entertainment company, today announced the results of its Extraordinary General Meeting of Shareholders held on January 25, 2024, in Singap

January 11, 2024 EX-99.1

LIZHI INC. to Change its Nasdaq Ticker Symbol to “SOGP”

Exhibit 99.1 LIZHI INC. to Change its Nasdaq Ticker Symbol to “SOGP” GUANGZHOU, China, January 11, 2024 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it will change the ticker symbol of its American depositary shares listed on the Nasdaq Capital Market from “LIZI” to “SOGP.” Trading under the new tick

January 11, 2024 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission file number: 001-39177 LIZH

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangz

December 14, 2023 EX-99.3

LIZHI INC. (Incorporated in the Cayman Islands with Limited liability) (Nasdaq Ticker: LIZI) FORM OF PROXY FOR THE extraordinary GENERAL MEETING to be held on January 25, 2024 (or any adjourned or postponed meeting thereof)

Exhibit 99.3 LIZHI INC. (Incorporated in the Cayman Islands with Limited liability) (Nasdaq Ticker: LIZI) FORM OF PROXY FOR THE extraordinary GENERAL MEETING to be held on January 25, 2024 (or any adjourned or postponed meeting thereof) Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of LIZHI INC., an exempted company incorporated in the C

December 14, 2023 EX-99.1

LIZHI INC. to Hold an Extraordinary General Meeting on January 25, 2024

Exhibit 99.1 LIZHI INC. to Hold an Extraordinary General Meeting on January 25, 2024 GUANGZHOU, China, December 14, 2023 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it will hold an Extraordinary General Meeting of Shareholders (the “EGM”) at 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 07991

December 14, 2023 EX-99.2

LIZHI INC. (Incorporated in the Cayman Islands with Limited liability) (Nasdaq Ticker: LIZI) NOTICE OF extraordinary GENERAL MEETING to be held on January 25, 2024 (or any adjourned or postponed meeting thereof)

Exhibit 99.2 LIZHI INC. (Incorporated in the Cayman Islands with Limited liability) (Nasdaq Ticker: LIZI) NOTICE OF extraordinary GENERAL MEETING to be held on January 25, 2024 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of LIZHI INC. (the “Company”) will be held at 60 Anson Road, Mapletree Anson, #09-01/02, Singapore 07

December 14, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission file number: 001-39177 LIZ

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guang

December 13, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission file number: 001-39177 LIZ

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guang

December 13, 2023 EX-99.1

LIZHI Announces $3 Million Share Repurchase Program

Exhibit 99.1 LIZHI Announces $3 Million Share Repurchase Program GUANGZHOU, China, December 13, 2023 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that its board of directors (the “Board”) has approved a share repurchase program whereby LIZHI is authorized to repurchase its Class A ordinary shares

November 29, 2023 EX-99.1

LIZHI INC. Reports Third Quarter 2023 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Third Quarter 2023 Unaudited Financial Results GUANGZHOU, China, Nov. 29, 2023 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the third quarter ended September 30, 2023. Third Quarter 2023 Financial and Operational Highlights ● Net

November 29, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission file number: 001-39177 LIZ

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guang

October 6, 2023 CORRESP

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China October 6, 2023 VIA EDGAR Ms. Chen Chen Ms. Christine Dietz Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 USA RE: LIZHI Inc. (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 28

October 5, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission file number: 001-39177 LIZH

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangz

October 5, 2023 EX-99.1

LIZHI INC. Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 LIZHI INC. Regains Compliance with Nasdaq Minimum Bid Price Requirement GUANGZHOU, China, October 5, 2023 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it had received a notification letter (the “Compliance Notification”) from the Listing Qualifications Department of the Nasdaq Stock Mark

September 20, 2023 EX-99.2

Certification under Rule 466

Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (LIZHI INC.

September 20, 2023 F-6 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS LIZHI INC. (Exa

As filed with the Securities and Exchange Commission on September 20, 2023 Registration No.

September 20, 2023 EX-99.1

AMENDMENT NO. 1 TO THE DEPOSIT AGREEMENT

AMENDMENT NO. 1 TO THE DEPOSIT AGREEMENT THIS AMENDMENT NO.1 dated as of September 20, 2023 (the “Effective Date”) to the Deposit Agreement, dated as of January 16, 2020, (the “Deposit Agreement”), by and among (i) LIZHI INC., a company incorporated under the laws of the Cayman Islands, with its principal executive office at Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe D

September 5, 2023 CORRESP

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China September 5, 2023 VIA EDGAR Ms. Chen Chen Ms. Christine Dietz Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 USA RE: LIZHI Inc. (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April

September 1, 2023 EX-99.1

LIZHI INC. Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 LIZHI INC. Announces Plan to Implement ADS Ratio Change GUANGZHOU, China, September 1, 2023 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) to Class A ordinary shares from one (1) ADS representing twenty (20) Cl

September 1, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission file number: 001-39177 LI

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guan

August 29, 2023 EX-99.1

LIZHI INC. Reports Second Quarter 2023 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Second Quarter 2023 Unaudited Financial Results GUANGZHOU, China, Aug. 29, 2023 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the second quarter ended June 30, 2023. Second Quarter 2023 Financial and Operational Highlights · Net re

August 29, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission file number: 001-39177 LIZHI

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzh

August 4, 2023 CORRESP

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China August 4, 2023 VIA EDGAR Mr. Jimmy McNamara Ms. Jennifer Thompson Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 USA RE: LIZHI Inc. (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2022 Filed Ap

August 2, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission file number: 001-39177 LIZHI

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzh

July 7, 2023 CORRESP

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China

LIZHI Inc. No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China July 7, 2023 VIA EDGAR Mr. Jimmy McNamara Ms. Jennifer Thompson Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 USA RE: LIZHI Inc. (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2022 Filed Apri

June 22, 2023 CORRESP

June 22, 2023

June 22, 2023 VIA EDGAR Mr. Jimmy McNamara Ms. Jennifer Thompson Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 USA RE: LIZHI Inc. (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 28, 2023 File No. 001-39177 Dear Mr. McNamara and Ms. Thompson: The Company acknowledges the receipt of

May 25, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission file number: 001-39177 LIZHI IN

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou

May 25, 2023 EX-99.1

LIZHI INC. Reports First Quarter 2023 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports First Quarter 2023 Unaudited Financial Results GUANGZHOU, China, May 25, 2023 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the first quarter ended March 31, 2023. First Quarter 2023 Financial and Operational Highlights · Net reven

April 28, 2023 EX-4.7

English translation of the exclusive equity transfer option agreement entered into on January 17, 2023 by and among Hongyi Technology, Guangzhou Lizhi and the shareholders of Guangzhou Lizhi

Exhibit 4.7 Exclusive Equity Transfer Option Agreement This Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) is entered into by the following parties on January 17, 2023: 1. Guangzhou Shengchuang Network Technology Co., Ltd. Registered address is Room 201-211, 213-A312, No. 1045, 1047 Tianyuan Road, Tianhe District, Guangzhou City; 2. Ding Ning, PRC citizen;

April 28, 2023 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 Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jinnan (Marco) Lai, certify that: 1.I have reviewed this annual report on Form 20-F of LIZHI 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 28, 2023 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 Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Chengfang Lu, Acting Chief Financial Officer of the Company, certify, pu

April 28, 2023 EX-15.4

Submission under Item 16I(a) of Form 20-F in relation to the Holding Foreign Companies Accountable Act

Exhibit 15.4 April 28, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: LIZHI INC. Submission under the Item 16I(a) of Form 20-F Attn: Division of Corporation Finance Office of Technology Dear Sir/Madam, In compliance with the Holding Foreign Companies Accountable Act, LIZHI INC. (the “Company”) is submitting via EDGAR

April 28, 2023 EX-2.4

Description of Securities registered under Section 12 of the Exchange Act

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”) each representing 20 Class A ordinary shares of LIZHI INC. (“we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Capital Market and, in connection therewith, the Class A ordinary shares are regi

April 28, 2023 EX-99.1

LIZHI INC. Files 2022 Annual Report on Form 20-F

Exhibit 99.1 LIZHI INC. Files 2022 Annual Report on Form 20-F GUANGZHOU, China, April 28, 2023/GLOBE NEWSWIRE/ - LIZHI INC. ("LIZHI" or the "Company") (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2022, with the Securities and Exchange Commission (the "SEC") on April 28, 2023 (U.

April 28, 2023 EX-4.9

English translation of the business operation agreement entered into on January 17, 2023 by and among Hongyi Technology, Guangzhou Lizhi and the shareholders of Guangzhou Lizhi

Exhibit 4.9 The Business Operation Agreement This Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on January 17, 2023: (1) Beijing Hongyiyichuang Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws of the Peop

April 28, 2023 EX-4.16

English translation of the first amended and restated agreement of business operation agreement entered into on January 6, 2023 by and among Guangzhou QingYin, Guangzhou Huanliao and, the shareholders of Guangzhou Huanliao

Exhibit 4.16 First Amended and Restated Agreement of Business Operation Agreement This First Amended and Restated Agreement of Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on January 6, 2023: (1) Guangzhou Qingyin Information Technology Co., Ltd., a company with limited liabil

April 28, 2023 EX-4.17

English translation of the power of attorney dated January 6, 2023 issued by Mr. Ning Ding, one of the shareholders of Guangzhou Huanliao

EX-4.17 13 lizi-20221231xex4d17.htm EXHIBIT 4.17 Exhibit 4.17 Power of Attorney I, Ding Ning (PRC citizen), shareholder of Guangzhou Huanliao Network Technology Co., Ltd. (formerly known as Guangzhou Zhiya Network Technology Co., Ltd., hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Guangzhou Qingyin Information Technology Co., Ltd. (hereinafter referred to as t

April 28, 2023 EX-4.15

English translation of the exclusive technical consulting and management service agreement entered into on July 19, 2022 by and between Guangzhou QingYin and Guangzhou Huanliao

Exhibit 4.15 Exclusive Technical Consulting and Management Service Agreement This Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on July 19, 2022: (1) Guangzhou Qingyin Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws

April 28, 2023 EX-4.14

English translation of the first amended and restated agreement of exclusive equity transfer option agreement entered into on January 6, 2023 by and among Guangzhou QingYin, Guangzhou Huanliao and the shareholders of Guangzhou Huanliao

Exhibit 4.14 First Amended and Restated Agreement of the Exclusive Equity Transfer Option Agreement This First Amended and Restated Agreement of the Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on January 6, 2023: 1. Ding Ning, PRC citizen; 2. Ren Juan, PRC citizen (together with Ding Ning, referred to as “Existi

April 28, 2023 EX-15.3

Consent of PricewaterhouseCoopers Zhong Tian LLP

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (NO.333-239008), Form S-8 (NO. 333-259595) and Form F-3 (No. 333-254782) of Lizhi Inc. of our report dated April 28, 2023 relating to the consolidated financial statements, which appears in this Form 20-F. /s/PricewaterhouseCoopers Zho

April 28, 2023 EX-4.12

English translation of the power of attorney dated January 17, 2023 issued by Guangzhou Shengchuang Network Technology Co., Ltd (广州声创网络技术有限公司), one of the shareholders of Guangzhou Lizhi

EX-4.12 8 lizi-20221231xex4d12.htm EXHIBIT 4.12 Exhibit 4.12 Power of Attorney We, Guangzhou Shengchuang Network Technology Co., Ltd. (Unified social credit code: 91440106MAC5GQ3945), shareholder of Guangzhou Lizhi Network Technology Co., Ltd. (hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Beijing Hongyiyichuang Information Technology Co., Ltd. (hereinafter re

April 28, 2023 EX-4.6

English translation of the equity pledge agreement entered into on January 17, 2023 by and between Hongyi Technology and the shareholders of Guangzhou Lizhi

Exhibit 4.6 Equity Pledge Agreement This Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on January 17, 2023: (1) Beijing Hongyiyichuang Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws of the People’s Republic of China (solely funded by Taiwan, Hong Kong or Macao lega

April 28, 2023 EX-4.18

English translation of the power of attorney dated January 6, 2023 issued by Ms. Juan Ren, one of the shareholders of Guangzhou Huanliao

Exhibit 4.18 Power of Attorney I, Ren Juan (PRC citizen), shareholder of Guangzhou Huanliao Network Technology Co., Ltd. (formerly known as Guangzhou Zhiya Network Technology Co., Ltd., hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Guangzhou Qingyin Information Technology Co., Ltd. (hereinafter referred to as the “Trustee”) to exercise the following rights wit

April 28, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission file number: 001-39177 LIZHI

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzho

April 28, 2023 EX-15.1

Consent of Walkers (Hong Kong)

Exhibit 15.1 April 28, 2023 LIZHI INC. 3-07A, Yangcheng Creative Industry Zone Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People's Republic of China Dear Sirs or Madam LIZHI INC. FORM 20-F We consent to the reference to our firm under the heading “Item 10.E. Taxation —Cayman Islands Taxation” in the Annual Report on Form 20-F of LIZHI INC.

April 28, 2023 EX-4.13

English translation of the first amended and restated agreement of equity pledge agreement entered into on January 6, 2023 by and between Guangzhou QingYin and the shareholders of Guangzhou Huanliao

Exhibit 4.13 First Amended and Restated Agreement of the Equity Pledge Agreement This First Amended and Restated Agreement of the Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on January 6, 2023: (1) Guangzhou Qingyin Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws

April 28, 2023 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 Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chengfang Lu, certify that: 1.I have reviewed this annual report on Form 20-F of LIZHI 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 28, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 (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) OF

April 28, 2023 EX-4.11

English translation of the power of attorney dated January 17, 2023 issued by Mr. Ning Ding, one of the shareholders of Guangzhou Lizhi

EX-4.11 7 lizi-20221231xex4d11.htm EXHIBIT 4.11 Exhibit 4.11 Power of Attorney I, Ding Ning (PRC Citizen), shareholder of Guangzhou Lizhi Network Technology Co., Ltd. (hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Beijing Hongyiyichuang Information Technology Co., Ltd. (hereinafter referred to as the “Trustee”) to exercise the following rights within the valid

April 28, 2023 EX-4.10

English translation of the power of attorney dated January 17, 2023 issued by Zhuhai Dayin Ruoxi Enterprise Management Center (Limited Partnership) (珠海市大音若希企业管理中心(有限合伙)), one of the shareholders of Guangzhou Lizhi

Exhibit 4.10 Power of Attorney We, Zhuhai Dayin Ruoxi Enterprise Management Center (LLP) (Unified social credit code: 91440400MA4UL6M61U), shareholder of Guangzhou Lizhi Network Technology Co., Ltd. (hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Beijing Hongyiyichuang Information Technology Co., Ltd. (hereinafter referred to as the “Trustee”) to exercise the f

April 28, 2023 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 Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Jinnan (Marco) Lai, Chief Executive Officer of the Company, certify, pur

April 28, 2023 EX-15.2

Consent of Fangda Partners

Exhibit 15.2 E-mail: [email protected] Tel.: 86-20-32253888 Fax: 86-20-32253899 Unit 01-06, 66F, Guangzhou CTF Finance Centre, No.6 Zhujiang East Road, Zhujiang New Town, Tianhe District, Guangzhou 510623, PRC April 28, 2023 To: LIZHI INC. Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, People’s Republic of China Dear Sir/Madam: We hereby conse

April 12, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission file number: 001-39177 LIZHI

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzho

April 12, 2023 EX-99.1

LIZHI Receives Additional Compliance Period to Regain Minimum Bid Price

EX-99.1 2 tm2312496d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 LIZHI Receives Additional Compliance Period to Regain Minimum Bid Price Guangzhou, April 12, 2023 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that on April 11, 2023, the Listing Qualifications department of the Nasdaq Stock Market LLC (“Na

March 29, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission file number: 001-39177 LIZHI

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzho

March 29, 2023 EX-99.1

LIZHI Receives Approval to Transfer to The Nasdaq Capital Market

Exhibit 99.1 LIZHI Receives Approval to Transfer to The Nasdaq Capital Market Guangzhou, March 29, 2023 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that on March 29, 2023, the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) approved the Company’s request to transfer th

March 16, 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission file number: 001-39177 LIZHI

6-K 1 tm239340d16k.htm 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu A

March 16, 2023 EX-99.1

LIZHI INC. Reports Fourth Quarter and Fiscal Year 2022 Unaudited Financial Results

EX-99.1 2 tm239340d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 LIZHI INC. Reports Fourth Quarter and Fiscal Year 2022 Unaudited Financial Results GUANGZHOU, China, March 16, 2023 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the fourth quarter and fiscal year ended Dec

February 14, 2023 SC 13G/A

LIZI / LIZHI INC. / TMT General Partner Ltd - SC 13G/A Passive Investment

SC 13G/A 1 tm235029d1sc13ga.htm 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)* LIZHI INC. (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 53933L104** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement

February 14, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 tm235753d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of

February 14, 2023 SC 13G

LIZI / LIZHI INC. / Lai Jinnan (Marco) - SC 13G Passive Investment

SC 13G 1 tm235753d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LIZHI INC. (Name of Issuer) Class A ordinary shares Class B ordinary shares (Title of Class of Securities) 53933L104 ** (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

November 16, 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 For the month of November 2022 Commission file number: 001-39177 LIZHI

6-K 1 d415936d6k.htm 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 For the month of November 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Ave

November 16, 2022 EX-99.1

LIZHI INC. Reports Third Quarter 2022 Unaudited Financial Results

EX-99.1 Exhibit 99.1 LIZHI INC. Reports Third Quarter 2022 Unaudited Financial Results GUANGZHOU, China, Nov. 16, 2022 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the third quarter ended September 30, 2022. Third Quarter 2022 Financial and Operational Highlight

October 12, 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 For the month of October 2022 Commission file number: 001-39177 LIZHI I

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 For the month of October 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District,

October 12, 2022 EX-99.1

LIZHI INC. Announces Receipt of Minimum Bid Price Notice from Nasdaq

Exhibit 99.1 LIZHI INC. Announces Receipt of Minimum Bid Price Notice from Nasdaq GUANGZHOU, China, October 12, 2022 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it has received a written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Nas

August 18, 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 For the month of August 2022 Commission file number: 001-39177 LIZHI IN

6-K 1 d397470d6k.htm 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 For the month of August 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenu

August 18, 2022 EX-99.1

LIZHI INC. Reports Second Quarter 2022 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Second Quarter 2022 Unaudited Financial Results GUANGZHOU, China, August 18, 2022 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the second quarter ended June 30, 2022. Second Quarter 2022 Financial and Operational Highlights ? Net

May 26, 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 For the month of May 2022 Commission file number: 001-39177 LIZHI INC.

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 For the month of May 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510

May 26, 2022 EX-99.1

LIZHI INC. Reports First Quarter 2022 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports First Quarter 2022 Unaudited Financial Results GUANGZHOU, China, May 26, 2022 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the first quarter ended March 31, 2022. First Quarter 2022 Financial and Operational Highlights ? Net reven

May 5, 2022 EX-99.1

LIZHI Provides Update on Its Status under the Holding Foreign Companies Accountable Act

Exhibit 99.1 LIZHI Provides Update on Its Status under the Holding Foreign Companies Accountable Act GUANGZHOU, May 5, 2022 /GLOBE NEWSWIRE/?LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today provides an update on its status under the Holding Foreign Companies Accountable Act (the ?HFCAA?). On May 4, 2022, in connection with its im

May 5, 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 For the month of May 2022 Commission file number: 001-39177 LIZHI INC.

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 For the month of May 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510

April 27, 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 For the month of April 2022 Commission file number: 001-39177 LIZHI INC

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 For the month of April 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 5

April 27, 2022 EX-15.3

Consent of PricewaterhouseCoopers Zhong Tian LLP

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-239008), Form S-8 (No. 333-259595) and Form F-3 (No. 333-254782) of Lizhi Inc. of our report dated April 27, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP

April 27, 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 Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Chengfang Lu, Acting Chief Financial Officer of the Company, cer

April 27, 2022 EX-15.2

Consent of Fangda Partners

Exhibit 15.2 E-mail: [email protected] Tel.: 86-20-32253888 Fax: 86-20-32253899 17/F, International Finance Place 8 Huaxia Road, Zhujiang New Town Guangzhou 510623, PRC April 27, 2022 To: LIZHI INC. Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, People’s Republic of China Dear Sir/Madam: We hereby consent to the references of the name of our f

April 27, 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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE

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 (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) OF

April 27, 2022 EX-2.4

Description of Securities registered under Section 12 of the Exchange Act

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?) each representing 20 Class A ordinary shares of LIZHI INC. (?we,? ?our,? ?our company,? or ?us?) are listed and traded on the Nasdaq Global Market and, in connection therewith, the Class A ordinary shares are regis

April 27, 2022 EX-99.1

LIZHI INC. Files 2021 Annual Report on Form 20-F and Announces Changes to Board Composition

Exhibit 99.1 LIZHI INC. Files 2021 Annual Report on Form 20-F and Announces Changes to Board Composition GUANGZHOU, April 27, 2022/GLOBE NEWSWIRE/ ? LIZHI INC. (?LIZHI? or the ?Company?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2021, with the Securities and Exchange Commissi

April 27, 2022 EX-15.1

Consent of Walkers (Hong Kong)

EX-15.1 Exhibit 15.1 April 27, 2022 LIZHI INC. 3-07A, Yangcheng Creative Industry Zone Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China Dear Sirs or Madam LIZHI INC. FORM 20-F We consent to the reference to our firm under the heading “Item 10.E. Taxation — Cayman Islands Taxation” in the Annual Report on Form 20-F of LI

April 27, 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 Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Jinnan (Marco) Lai, Chief Executive Officer of the Company, cert

April 27, 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 Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chengfang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of LIZHI 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 statement

April 27, 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 Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jinnan (Marco) Lai, certify that: 1. I have reviewed this annual report on Form 20-F of LIZHI 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 sta

March 10, 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 For the month of March 2022 Commission file number: 001-39177 LIZHI INC

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 For the month of March 2022 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 5

March 10, 2022 EX-99.1

LIZHI INC. Reports Fourth Quarter and Fiscal Year 2021 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Fourth Quarter and Fiscal Year 2021 Unaudited Financial Results GUANGZHOU, China, March 10, 2022 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2021. Fourth Quarter 2021 Financia

February 14, 2022 SC 13G

LIZI / LIZHI INC. / Lai Jinnan (Marco) - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LIZHI INC. (Name of Issuer) Class A ordinary shares Class B ordinary shares (Title of Class of Securities) 53933L104 ** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 14, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d313809dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of

February 14, 2022 SC 13G/A

LIZI / LIZHI INC. / Matrix Partners China I GP GP - SC 13G/A Passive Investment

SC 13G/A 1 d306319dsc13ga.htm 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)* Lizhi Inc. (Name of Issuer) Class A Ordinary Shares $0.0001 par value per share (Title of Class of Securities) 53933L 104** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Ch

November 29, 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 For the month of November 2021 Commission file number: 001-39177 LIZHI

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 For the month of November 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzho

November 29, 2021 EX-99.1

LIZHI INC. Reports Third Quarter 2021 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Third Quarter 2021 Unaudited Financial Results GUANGZHOU, Nov. 29, 2021 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), an audio-based social and entertainment platform, today announced its unaudited financial results for the third quarter ended September 30, 2021. Third Quarter 2021 Financial and Operational Highlights ? Net revenue

September 17, 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 For the month of September 2021 Commission file number: 001-39177 LIZHI

6-K 1 d205198d6k.htm 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 For the month of September 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Av

September 17, 2021 EX-10.1

LIZHI INC. Second Amended and Restated 2019 Share Incentive Plan (filed herewith)

Exhibit 10.1 LIZHI INC. (incorporated in the Cayman Islands with limited liability) SECOND AMENDED AND RESTATED 2019 SHARE INCENTIVE PLAN Amended and Restated on September 17, 2021 1. Purposes of the Plan. The purposes of this Second Amended and Restated 2019 Share Incentive Plan (as amended and restated, the ?Plan?) are to replace the Amended and Restated 2019 Share Incentive Plan, which was appr

September 17, 2021 S-8

As filed with the Securities and Exchange Commission on September 17, 2021.

S-8 1 d401964ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on September 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIZHI INC. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorpo

August 30, 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 For the month of August 2021 Commission file number: 001-39177 LIZHI IN

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 For the month of August 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou

August 30, 2021 EX-99.1

LIZHI INC. Reports Second Quarter 2021 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Second Quarter 2021 Unaudited Financial Results GUANGZHOU, August 30, 2021 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), a leading online UGC1 audio community and interactive audio entertainment platform in China, today announced its unaudited financial results for the second quarter ended June 30, 2021. Second Quarter 2021 Financi

July 13, 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 For the month of July 2021 Commission file number: 001-39177 LIZHI INC.

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 For the month of July 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 51

June 1, 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 For the month of June 2021 Commission file number: 001-39177 LIZHI INC.

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 For the month of June 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 51

June 1, 2021 EX-99.1

LIZHI INC. Reports First Quarter 2021 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports First Quarter 2021 Unaudited Financial Results GUANGZHOU, June 1, 2021 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), a leading online UGC1 audio community and interactive audio entertainment platform in China, today announced its unaudited financial results for the first quarter ended March 31, 2021. First Quarter 2021 Financial an

April 13, 2021 EX-99.3

FORM OF LOCK-UP AGREEMENT

EX-99.3 Exhibit 99.3 FORM OF LOCK-UP AGREEMENT April 8, 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. 17 Battery Pl, Suite 625 New York, NY 10004 As Placement Agent, pursuant to a Placement Agency Agreement, dated April 8, 2021, by and between Lizhi Inc. and Kingswood Capital Markets, division of Benchmark Investments, Inc. Re: Offering and Sale of Securities of Lizhi Inc

April 13, 2021 EX-99.2

LIZHI INC. FORM OF WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES ADSs: 2,764,128 Issue Date: April 8, 2021

EX-99.2 Exhibit 99.2 LIZHI INC. FORM OF WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES ADSs: 2,764,128 Issue Date: April 8, 2021 THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

April 13, 2021 EX-99.1

FORM OF SECURITIES PURCHASE AGREEMENT

EX-99.1 Exhibit 99.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2021, between Lizhi Inc., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

April 13, 2021 EX-99.5

LIZHI INC. ANNOUNCES PRICING OF $30.0 MILLION REGISTERED DIRECT OFFERING

EX-99.5 Exhibit 99.5 LIZHI INC. ANNOUNCES PRICING OF $30.0 MILLION REGISTERED DIRECT OFFERING GUANGZHOU, China, April 8, 2021 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, announced today that it has entered into a securities purchase agreement with a certain institutional investo

April 13, 2021 EX-99.4

[Signature page to follow]

EX-99.4 Exhibit 99.4 PERSONAL AND CONFIDENTIAL April 8, 2021 Lizhi Inc. Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 People’s Republic of China Attn: Jinnan (Marco) Lai, Chief Executive Officer Dear Mr. Lai: This letter (the “Agreement”) constitutes the agreement by and between Kingswood Capital Markets, division of Benchmark Investments, Inc. (“

April 13, 2021 EX-99.6

LIZHI INC. ANNOUNCES CLOSING OF $30.0 MILLION REGISTERED DIRECT OFFERING

EX-99.6 Exhibit 99.6 LIZHI INC. ANNOUNCES CLOSING OF $30.0 MILLION REGISTERED DIRECT OFFERING GUANGZHOU, China, April 13, 2021 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, today announced that it has closed its previously announced registered direct offering of 3,685,504 of the C

April 13, 2021 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District,

April 12, 2021 424B5

3,685,504 American Depositary Shares Representing 73,710,080 Class A Ordinary Shares Warrants to Purchase up to 2,764,128 American Depositary Shares Up to 2,764,128 American Depositary Shares underlying the Warrants Representing up to 55,282,560 Clas

424(B)(5) Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-254782 Prospectus Supplement (To Prospectus dated April 2, 2021) 3,685,504 American Depositary Shares Representing 73,710,080 Class A Ordinary Shares Warrants to Purchase up to 2,764,128 American Depositary Shares Up to 2,764,128 American Depositary Shares underlying the Warrants Representing up to 55,282,560 Class A

April 1, 2021 CORRESP

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LIZHI INC. Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People?s Republic of China +86 20 8381-8791 VIA EDGAR Mr. Larry Spirgel Office Chief United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 April 1, 2021 Re: LIZHI INC. Registration Statement on Form F

March 31, 2021 CORRESP

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LIZHI INC. Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People?s Republic of China +86 20 8381-8791 VIA EDGAR Mr. Larry Spirgel Office Chief United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 March 31, 2021 Re: LIZHI INC. Registration Statement on Form

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 Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jinnan (Marco) Lai, certify that: 1. I have reviewed this annual report on Form 20-F of LIZHI 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

March 26, 2021 EX-99.1

LIZHI INC. FILES 2020 ANNUAL REPORT ON FORM

EX-99.1 Exhibit 99.1 LIZHI INC. FILES 2020 ANNUAL REPORT ON FORM 20-F GUANGZHOU, China, March 26, 2021 (GLOBE NEWSWIRE) — LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2020 with the Securities and Exc

March 26, 2021 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 Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Chengfang Lu, Acting Chief Financial Officer of the Company, cer

March 26, 2021 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 Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Jinnan (Marco) Lai, Chief Executive Officer of the Company, certify, pur

March 26, 2021 F-3

Form F-3

Table of Contents As filed with the Securities and Exchange Commission on March 26, 2021 Registration No.

March 26, 2021 EX-15.1

Consent of Walkers (Hong Kong)

Exhibit 15.1 26 March 2021 Our Ref: JWYL/TWTH/L3274-H22160 LIZHI INC. 3-07A, Yangcheng Creative Industry Zone Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People’s Republic of China Dear Sirs or Madam LIZHI INC. FORM 20-F We consent to the reference to our firm under the heading “Item 10.E. Taxation — Cayman Islands Taxation” in the Annual Re

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 Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chengfang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of LIZHI 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,

March 26, 2021 EX-15.3

Consent of PricewaterhouseCoopers Zhong Tian LLP

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (NO. 333-239008) of Lizhi Inc. of our report dated March 26, 2021 relating to the financial statements, which appears in Lizhi Inc.’s Annual Report on Form 20-F for the year ended December 31, 2020. /s/PricewaterhouseCoopers Zhong Tian

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 (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) OF

March 26, 2021 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 ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 5

March 26, 2021 EX-15.2

Consent of JunHe LLP

EX-15.2 8 d49946dex152.htm EX-15.2 Exhibit 15.2 Suite 1301, 13/F, E Building, G.T.Land Plaza 13, Zhujiang East Road, Zhujiang New Town, Tianhe District, Guangzhou 510623, People’s Republic of China March 26, 2021 To: LIZHI INC. Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, People’s Republic of China Dear Sir/Madam: We hereby consent to the refe

March 9, 2021 EX-99.1

LIZHI INC. Reports Fourth Quarter and Fiscal Year 2020 Unaudited Financial Results

EX-99.1 Exhibit 99.1 LIZHI INC. Reports Fourth Quarter and Fiscal Year 2020 Unaudited Financial Results GUANGZHOU, March 9, 2021 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), a leading online UGC1 audio community and interactive audio entertainment platform in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended Dece

March 9, 2021 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 ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 5

February 24, 2021 EX-99.1

Joint Filing Agreement, dated as of February 24, 2021, by and between the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 24, 2021).

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A ordinary shares of LIZHI INC. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendme

February 24, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LIZHI INC. (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 53933L104** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

February 12, 2021 SC 13G

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

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lizhi Inc. (Name of Issuer) Class A Ordinary Shares $0.0001 par value per share (Title of Class of Securities) 53933L 104** (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

February 12, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned 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 of Lizhi Inc., and further agree that this agreement be included as an exhibit to such filing. Ea

November 9, 2020 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 For the month of November 2020 Commission file number: 001-39177 LIZHI

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 For the month of November 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzho

November 9, 2020 EX-99.1

LIZHI INC. Reports Third Quarter 2020 Unaudited Financial Results

Exhibit 99.1 LIZHI INC. Reports Third Quarter 2020 Unaudited Financial Results GUANGZHOU, November 9, 2020 /GLOBE NEWSWIRE/ - LIZHI INC. (?LIZHI? or the ?Company? or ?We?) (NASDAQ: LIZI), a leading online UGC1 audio community and interactive audio entertainment platform in China, today announced its unaudited financial results for the third quarter ended September 30, 2020. Third Quarter 2020 Fina

September 9, 2020 EX-99.1

LIZHI INC. Announces Appointment of Independent Director

EX-99.1 2 d35519dex991.htm EX-99.1 Exhibit 99.1 LIZHI INC. Announces Appointment of Independent Director GUANGZHOU, September 9, 2020 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, today announced that its Board of Directors (the “Board”) has approved the appointment of Professor Y

September 9, 2020 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 For the month of September 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District

August 13, 2020 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 For the month of August 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, G

August 13, 2020 EX-99.1

LIZHI INC. Reports Second Quarter 2020 Unaudited Financial Results

EX-99.1 Exhibit 99.1 LIZHI INC. Reports Second Quarter 2020 Unaudited Financial Results GUANGZHOU, August 13, 2020 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), a leading online UGC1 audio community and interactive audio entertainment platform in China, today announced its unaudited financial results for the second quarter ended June 30, 2020. Second Quarter 2020

July 13, 2020 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 For the month of July 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Gua

June 8, 2020 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on June 8, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIZHI INC. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.

May 22, 2020 EX-99.1

LIZHI INC. Reports First Quarter 2020 Unaudited Financial Results and Announces Changes in Management - Delivered record-breaking quarter and new highs on key metrics –

EX-99.1 Exhibit 99.1 LIZHI INC. Reports First Quarter 2020 Unaudited Financial Results and Announces Changes in Management - Delivered record-breaking quarter and new highs on key metrics – GUANGZHOU, May 21, 2020 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, today announc

May 22, 2020 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 For the month of March 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Gu

April 20, 2020 EX-15.2

Consent of JunHe LLP

EX-15.2 Exhibit 15.2 Suite 1301, 13/F, E Building, G.T.Land Plaza 13, Zhujiang East Road, Zhujiang New Town, Tianhe District, Guangzhou 510623, People’s Republic of China April 20, 2020 To: LIZHI INC. Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, People’s Republic of China Dear Sir/Madam: We hereby consent to the references of the name of our f

April 20, 2020 6-K

LIZI / LIZHI 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 For the month of April 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Gu

April 20, 2020 EX-99.1

LIZHI INC. Files 2019 Annual Report on Form 20-F

EX-99.1 Exhibit 99.1 LIZHI INC. Files 2019 Annual Report on Form 20-F GUANGZHOU, April 20, 2020 (GLOBE NEWSWIRE) - LIZHI INC. (“LIZHI” or the “Company”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2019 with the Securities and Exchange C

April 20, 2020 EX-4.1

LIZHI INC Amended and Restated 2019 Share Incentive Plan

EX-4.1 Exhibit 4.1 LIZHI INC. (incorporated in the Cayman Islands with limited liability) AMENDED AND RESTATED 2019 SHARE INCENTIVE PLAN Adopted on March 18, 2020 1. Purposes of the Plan. The purposes of this Amended and Restated 2019 Share Incentive Plan (the “Plan”) are to replace the 2019 Share Incentive Plan in its entirety and attract and retain the best available personnel, to provide additi

April 20, 2020 20-F

Form 20-F

Form 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 20, 2020 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 Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xi (Catherine) Chen, certify that: 1. I have reviewed this annual report on Form 20-F of LIZHI 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 st

April 20, 2020 EX-2.4

Description of Securities registered under Section 12 of the Exchange Act

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”) each representing 20 Class A ordinary shares of LIZHI INC. (“we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Global Market and, in connection therewith, the Class A ordinary shares ar

April 20, 2020 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 Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jinnan (Marco) Lai, certify that: 1. I have reviewed this annual report on Form 20-F of LIZHI 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 sta

April 20, 2020 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 Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Xi (Catherine) Chen, Chief Financial Officer of the Company, cer

April 20, 2020 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 Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of LIZHI 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, Jinnan (Marco) Lai, Chief Executive Officer of the Company, cert

April 20, 2020 EX-15.1

Consent of Walkers (Hong Kong)

EX-15.1 Exhibit 15.1 20 April 2020 Our Ref: JWYL/P3059-H20536 The Board of Directors Lizhi Inc. 3-07A, Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District Guangzhou 510330 People’s Republic of China Dear Sir or Madam Lizhi Inc. FORM 20-F We consent to the reference to our firm under the heading “Item 10.E. Taxation — Cayman Islands Taxation” in the Annual Report on Form

March 20, 2020 6-K

LIZI / LIZHI 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 For the month of March 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Gu

March 12, 2020 6-K

LIZI / LIZHI 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 For the month of March 2020 Commission file number: 001-39177 LIZHI INC. (Exact Name of Registrant as Specified in Its Charter) Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Gu

March 12, 2020 EX-99.1

LIZHI INC. Reports Fourth Quarter and Fiscal Year 2019 Unaudited Financial Results

EX-99.1 Exhibit 99.1 LIZHI INC. Reports Fourth Quarter and Fiscal Year 2019 Unaudited Financial Results GUANGZHOU, March 12, 2020 /GLOBE NEWSWIRE/ - LIZHI INC. (“LIZHI” or the “Company” or “We”) (NASDAQ: LIZI), a leading online UGC audio community and interactive audio entertainment platform in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended Dece

January 17, 2020 424B4

4,100,000 American Depositary Shares LIZHI INC. Representing 82,000,000 Class A Ordinary Shares

424(B)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-234351 4,100,000 American Depositary Shares LIZHI INC. Representing 82,000,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of LIZHI INC. We are offering 4,100,000 ADSs. Each American depositary share represents 20 of our Class

January 14, 2020 CORRESP

LIZI / LIZHI INC. CORRESP - -

Issuer Acceleration Request January 14, 2020 VIA EDGAR Mr. Jeff Kauten Ms. Maryse Mills-Apenteng Mr. Frank Knapp Ms. Christine Dietz Office of Information Technologies and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: LIZHI INC. (CIK No. 0001783407) Registration Statement on Form F-1, as amended (File No. 333-234351) Re

January 14, 2020 CORRESP

LIZI / LIZHI INC. CORRESP - -

Underwriters Acceleration Request Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 United States of America As representative of the prospective underwriters VIA EDGAR January 14, 2020 Mr. Jeff Kauten Ms. Maryse Mills-Apenteng Mr. Frank Knapp Ms. Christine Dietz Office of Information Technologies and Services Division of Corporation Finance Securities and Exchange Commission 1

January 13, 2020 EX-4.2

Registrant’s Specimen Certificate for Ordinary shares (incorporated by reference to Exhibit 4.2 to our registration statement on Form F-1 (File No. 333-234351), as amended, initially filed with the SEC on October 28, 2019)

Exhibit 4.2 LIZHI INC. INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW (AS Certificate Number AMENDED OR REVISED FROM TIME TO TIME) Number of Shares THE AUTHORISED CAPITAL OF THE COMPANY IS USD 150,000.00 DIVIDED INTO 855,080,113 CLASS A ORDINARY SHARES OF PAR VALUE USD 0.0001 EACH 231,215,000 CLASS B ORDINARY SHARES OF PAR VALUE USD 0.0001 EACH 413,704,887 SHARES OF PAR VALUE USD 0.000

January 13, 2020 F-1/A

As filed with the Securities and Exchange Commission on January 13, 2020

Table of Contents As filed with the Securities and Exchange Commission on January 13, 2020 Registration No.

January 13, 2020 EX-1.1

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 4,100,000 American Depository Shares Representing 82,000,000 Class A Ordinary Shares, Par Value US$0.0001 Per Share LIZHI INC. UNDERWRITING AGREEMENT , 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 As Representative of the Several Underwriters named in Schedule I hereto Ladies and Gentlemen: LIZHI INC., a company incorporated in the Cayman Islands wi

January 8, 2020 EX-8.3

Opinion of Davis Polk & Wardwell LLP regarding certain U.S. tax matters

EX-8.3 Exhibit 8.3 New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax January 8, 2020 Re: Registration Statement on Form F-1 Lizhi Inc. Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, The People’s Repub

January 8, 2020 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 LIZHI INC. (Exact name of Registrant as specified in Its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Y

January 8, 2020 F-6

AUKUF / AMS AG F-6 - - FORM F-6

As filed with the Securities and Exchange Commission on January 8, 2020 Registration No.

January 8, 2020 EX-4

DEPOSIT AGREEMENT by and among LIZHI INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of , 2020 DEP

DEPOSIT AGREEMENT by and among LIZHI INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of , 2020 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of , 2020, by and among (i) Lizhi Inc., a company incorporated in the Cayman Islands, with its principa

January 8, 2020 F-1/A

As filed with the Securities and Exchange Commission on January 8, 2020.

Table of Contents As filed with the Securities and Exchange Commission on January 8, 2020.

November 22, 2019 F-1/A

As filed with the Securities and Exchange Commission on November 22, 2019.

Table of Contents As filed with the Securities and Exchange Commission on November 22, 2019.

November 22, 2019 EX-4.3

Form of Deposit Agreement between the Registrant, the depositary and holders of the American Depositary Shares

EX-4.3 Exhibit 4.3 DEPOSIT AGREEMENT by and among LIZHI INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of , 2019 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of , 2019, by and among (i) Lizhi Inc., a company incorporated in the Cayman Islands

November 22, 2019 EX-21.1

Significant Subsidiaries of the Registrant

Exhibit 21.1 Significant Subsidiaries Place of Incorporation LIZHI INC. British Virgin Islands LIZHI HOLDING LIMITED Hong Kong TIYA INC. Cayman Islands TIYA INC. British Virgin Islands TIYA HOLDING LIMITED Hong Kong Beijing Hongyi Technology Co. Ltd. PRC Guangzhou TIYA Information Technology Co., Ltd. PRC VIEs Place of Incorporation Guangzhou Lizhi Network Technology Co., Ltd. PRC Guangzhou Huanli

November 8, 2019 CORRESP

LIZI / LIZHI INC. CORRESP - -

CORRESP CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ ], HAS BEEN OMITTED BECAUSE LIZHI INC.

October 28, 2019 EX-3.1

Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect

Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LIZHI INC. (Adopted by Special Resolution on March 6, 2019) THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LIZHI INC. (Adopted by Special Resolution on March 6, 201

October 28, 2019 EX-99.2

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

Exhibit 99.2 28th Floor, China Resources Tower 2666 Keyuan South Road Nanshan District Shenzhen, Guangdong 518052 P.R. China T +86 755 2216 3333 F +86 755 2216 3380 www.kwm.com October 28, 2019 To: LIZHI INC. Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands Re: Legal Opinion on Certain PRC Legal Matters Dear Sir or Madam, We are qualified

October 28, 2019 EX-10.11

English translation of the exclusive equity transfer option agreement entered into on May 20, 2019 by and among Guangzhou Tiya, Guangzhou Huanliao and Mr. Ning Ding, the sole shareholder of Guangzhou Huanliao

EX-10.11 15 d762894dex1011.htm EX-10.11 Exhibit 10.11 Exclusive Equity Transfer Option Agreement This Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on May 20, 2019: 1. Ding Ning, PRC citizen (hereinafter referred to as “Existing Shareholder”); 2. Guangzhou Tiya Information Technology Co., Ltd. (hereinafter referre

October 28, 2019 EX-10.10

English translation of the equity pledge agreement entered into on May 20, 2019 by and between Guangzhou Tiya and Mr. Ning Ding, the sole shareholder of Guangzhou Huanliao

Exhibit 10.10 Equity Pledge Agreement This Equity Pledge Agreement (hereinafter referred to as ?this Agreement?) is signed by the following parties on May 20, 2019: (1) Guangzhou Tiya Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws of the People?s Republic of China (solely funded by Taiwan, Hong Kong or Macao legal person),

October 28, 2019 EX-3.2

Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to our registration statement on Form F-1 (File No. 333-234351), as amended, initially filed with the SEC on October 28, 2019)

EX-3.2 3 d762894dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LIZHI INC. (Adopted pursuant to a special resolution passed on October 23, 2019, and effective immediately prior to the completion of the Company’s initial public offering of ADSs representing its Class

October 28, 2019 EX-4.4

Shareholders Agreement dated March 6, 2019 by and among the Registrant, its ordinary shareholders, preferred shareholders and other parties named therein

EX-4.4 Exhibit 4.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ ], HAS BEEN OMITTED BECAUSE LIZHI INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIZHI INC. IF PUBLICLY DISCLOSED. SHAREHOLDERS AGREEMENT by and among LIZHI INC. each of the entities listed in Schedule B hereto JINNAN LAI (赖金南) NING DING (丁宁) VOICE W

October 28, 2019 EX-99.5

Consent of Yipeng Li

Exhibit 99.5 October 28, 2019 LIZHI INC. (the ?Company?) Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People?s Republic of China Ladies and Gentlemen: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the reference of my name as a director of the Company, effective immediately upon the effectiveness of the

October 28, 2019 EX-10.1

LIZHI INC. 2019 Share Incentive Plan

Exhibit 10.1 LIZHI INC. (incorporated in the Cayman Islands with limited liability) 2019 SHARE INCENTIVE PLAN Adopted on May 31, 2019 1. Purposes of the Plan. The purposes of this Share Incentive Plan (the “Plan”) are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. The

October 28, 2019 EX-99.4

Consent of Yinquan Li

Exhibit 99.4 October 28, 2019 LIZHI INC. (the ?Company?) Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People?s Republic of China Ladies and Gentlemen: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the reference of my name as a director of the Company, effective immediately upon the effectiveness of the

October 28, 2019 EX-99.6

Consent of Juan Ren

Exhibit 99.6 October 28, 2019 LIZHI INC. (the ?Company?) Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 The People?s Republic of China Ladies and Gentlemen: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the reference of my name as a director of the Company, effective immediately upon the effectiveness of the

October 28, 2019 EX-99.3

Consent of iResearch Consulting Group

Exhibit 99.3 Shanghai iResearch Co., Ltd. R701 Tower B, Zhongjin International, Caoxi North No. 333, Xuhui District Shanghai, China Ladies and Gentlemen, We understand that LIZHI INC. (the ?Company?) plans to file a registration statement on Form F-1 (the ?Registration Statement?) with the United States Securities and Exchange Commission (the ?SEC?) in connection with its proposed initial public o

October 28, 2019 EX-10.12

English translation of the exclusive technical consulting and management service agreement entered into on May 20, 2019 by and between Guangzhou Tiya and Guangzhou Huanliao

Exhibit 10.12 Exclusive Technical Consulting and Management Service Agreement This Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as ?this Agreement?) was entered into by the following two parties on May 20, 2019: (1) Guangzhou Tiya Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws of

October 28, 2019 EX-10.7

English translation of the second amended and restated agreement of business operation agreement entered into on June 20, 2019 by and among Hongyi Technology, Guangzhou Lizhi and the shareholders of Guangzhou Lizhi

Exhibit 10.7 The Second Amended and Restated Agreement of Business Operation Agreement This Second Amended and Restated Agreement of Business Operation Agreement (hereinafter referred to as ?this Agreement?) was signed by the following parties (hereinafter referred to as ?Parties to this Agreement?) on June 20, 2019: (1) Beijing Hongyi Yichuang Information Technology Co., Ltd., a company with limi

October 28, 2019 EX-10.14

English translation of the power of attorney dated May 20, 2019 issued by Mr. Ning Ding, the sole shareholder of Guangzhou Huanliao

EX-10.14 Exhibit 10.14 Power of Attorney I, Ding Ning (ID number: [ ]), shareholder of Guangzhou Huanliao Network Technology Co., Ltd. (hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Guangzhou Tiya Information Technology Co., Ltd. (hereinafter referred to as the “Trustee”) to exercise the following rights within the validity period of this Power of Attorney: to

October 28, 2019 EX-10.3

Form of Employment Agreement between the Registrant and a director or executive officer of the Registrant (incorporated by reference to Exhibit 10.3 to our registration statement on Form F-1 (File No. 333-234351), as amended, initially filed with the SEC on October 28, 2019)

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), dated as of (the ?Effective Date?), is entered between LIZHI INC., an exempted company with limited liability under the laws of the Cayman Islands (the ?Company?) and (the ?Executive?). WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company

October 28, 2019 EX-10.4

English translation of the third amended and restated agreement of equity pledge agreement entered into on June 20, 2019 by and between Hongyi Technology and the shareholders of Guangzhou Lizhi

Exhibit 10.4 The Third Amended and Restated Agreement of Equity Pledge Agreement This Third Amended and Restated Agreement of Equity Pledge Agreement (hereinafter referred to as ?this Agreement?) is signed by the following parties on June 20, 2019: (1) Beijing Hongyi Yichuang Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws

October 28, 2019 EX-10.5

English translation of the fourth amended and restated agreement of exclusive equity transfer option agreement entered into on June 20, 2019 by and among Hongyi Technology, Guangzhou Lizhi and the shareholders of Guangzhou Lizhi

Exhibit 10.5 The Fourth Amended and Restated Agreement of Exclusive Equity Transfer Option Agreement This Fourth Amended and Restated Agreement of Exclusive Equity Transfer Option Agreement (hereinafter referred to as ?this Agreement?) is entered into by the following parties on June 20, 2019: 1. Lai Jinnan, citizen of the People?s Republic of China (PRC); 2. Ding Ning, PRC citizen; 3. Zhuhai Dayi

October 28, 2019 EX-10.2

Form of Indemnification Agreement between the Registrant and its directors and executive officers

EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT LIZHI INC. This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2019, by and between LIZHI INC., an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”). W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held

October 28, 2019 EX-10.8

English translation of the power of attorney dated June 20, 2019 issued by Mr. Jinnan (Marco) Lai, one of the shareholders of Guangzhou Lizhi

EX-10.8 Exhibit 10.8 Power of Attorney I, Lai Jinnan (ID number: [ ]), shareholder of Guangzhou Lizhi Network Technology Co., Ltd. (hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Beijing Hongyi Yichuang Information Technology Co., Ltd. (hereinafter referred to as the “Trustee”) to exercise the following rights within the validity period of this Power of Attorne

October 28, 2019 EX-10.9

English translation of the power of attorney dated June 20, 2019 issued by Mr. Ning Ding, one of the shareholders of Guangzhou Lizhi

EX-10.9 Exhibit 10.9 Power of Attorney I, Ding Ning (ID number: [ ]), shareholder of Guangzhou Lizhi Network Technology Co., Ltd. (hereinafter referred to as “Domestic-funded Company”), hereby irrevocably authorize Beijing Hongyi Yichuang Information Technology Co., Ltd. (hereinafter referred to as the “Trustee”) to exercise the following rights within the validity period of this Power of Attorney

October 28, 2019 F-1

Powers of Attorney (included on signature page)

Table of Contents As filed with the Securities and Exchange Commission on October 28, 2019.

October 28, 2019 EX-99.1

Code of Business Conduct and Ethics of the Registrant

Exhibit 99.1 LIZHI INC. Code of Business Conduct and Ethics Adopted on October 23, 2019 Introduction This Code of Business Conduct and Ethics (the ?Code?) has been adopted by our Board of Directors and summarizes the standards that must guide our actions. Although they cover a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or ev

October 28, 2019 EX-10.6

English translation of the amended and restated agreement of exclusive technical consulting and management service agreement entered into on June 9, 2017 by and between Hongyi Technology and Guangzhou Lizhi

Exhibit 10.6 Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement This Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as ?this Agreement?) was entered into by the following two parties on 9 June 2017: (1) Beijing Hongyi Yichuang Information Technology Co., Ltd., a wholly foreign

October 28, 2019 EX-10.13

English translation of the business operation agreement entered into on May 20, 2019 by and among Guangzhou Tiya, Guangzhou Huanliao and Mr. Ning Ding, the sole shareholder of Guangzhou Huanliao

Exhibit 10.13 Business Operation Agreement This Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on May 20, 2019: (1) Guangzhou Tiya Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws of the People’s Republic

September 30, 2019 DRSLTR

LIZI / LIZHI INC. DRSLTR - -

DRSLTR New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo Resident Hong Kong Partners Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong 852 2533 3300 tel William F.

September 30, 2019 DRS/A

This is a draft registration statement that is being confidentially submitted to the Securities and Exchange Commission on September 30, 2019.

Table of Contents This is a draft registration statement that is being confidentially submitted to the Securities and Exchange Commission on September 30, 2019.

September 12, 2019 DRS/A

This is a draft registration statement that is being confidentially submitted to the Securities and Exchange Commission on September 11, 2019.

Table of Contents This is a draft registration statement that is being confidentially submitted to the Securities and Exchange Commission on September 11, 2019.

September 11, 2019 DRSLTR

LIZI / LIZHI INC. DRSLTR - -

DRSLTR New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo Resident Hong Kong Partners Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong 852 2533 3300 tel William F.

August 6, 2019 EX-10.1

LIZHI INC. (incorporated in the Cayman Islands with limited liability) 2019 SHARE INCENTIVE PLAN Adopted on May 31, 2019

EX-10.1 Exhibit 10.1 LIZHI INC. (incorporated in the Cayman Islands with limited liability) 2019 SHARE INCENTIVE PLAN Adopted on May 31, 2019 1. Purposes of the Plan. The purposes of this Share Incentive Plan (the “Plan”) are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s busin

August 6, 2019 EX-10.10

Equity Pledge Agreement

Exhibit 10.10 Equity Pledge Agreement This Equity Pledge Agreement (hereinafter referred to as ?this Agreement?) is signed by the following parties on May 20, 2019: (1) Guangzhou Tiya Information Technology Co., Ltd., a company with limited liability duly incorporated and validly subsisting under the laws of the People?s Republic of China (solely funded by Taiwan, Hong Kong or Macao legal person),

August 6, 2019 EX-4.4

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ ], HAS BEEN OMITTED BECAUSE LIZHI INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIZHI INC. IF PUBLICLY DISCLOSED. SHAR

Exhibit 4.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ ], HAS BEEN OMITTED BECAUSE LIZHI INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIZHI INC. IF PUBLICLY DISCLOSED. SHAREHOLDERS AGREEMENT by and among LIZHI INC. each of the entities listed in Schedule B hereto JINNAN LAI (???) NING DING (??) VOICE WORLD Lt

August 6, 2019 DRSLTR

LIZI / LIZHI INC. DRSLTR - -

DRSLTR New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Resident Hong Kong Partners Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong 852 2533 3300 tel 852 2533 3388 fax William F.

August 6, 2019 EX-10.11

Exclusive Equity Transfer Option Agreement

EX-10.11 12 filename12.htm Exhibit 10.11 Exclusive Equity Transfer Option Agreement This Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on May 20, 2019: 1. Ding Ning, PRC citizen (hereinafter referred to as “Existing Shareholder”); 2. Guangzhou Tiya Information Technology Co., Ltd. (hereinafter referred to as “WFOE

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