BLCT / BlueCity Holdings Ltd - ADR - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39364 BlueCity Holdings Limited (Exact name of registrant as specified i

As filed with the Securities and Exchange Commission on August 16, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-249899 REGISTRATION STATEMENT NO

As filed with the Securities and Exchange Commission on August 16, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on August 16, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-249899 REGISTRATION STATEMENT NO

As filed with the Securities and Exchange Commission on August 16, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) BlueCity Holdings Limited (Name of the Issuer

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) ? BlueCity Holdings Limited (Name of the Issuer) ? BlueCity Holdings Limited Baoli Ma Multelements Limited Diversefuture Limited BlueCity Media Limited Shimmery Sapphire Holding Limited C

BlueCity Announces Completion of Merger

Exhibit 99.1 BlueCity Announces Completion of Merger BEIJING, AUGUST 12, 2022 ? BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that completion of the merger (the ?Merger?) with Diversefuture Limited (the ?Merger Sub?), a wholly-owned subsidiary of Multelements Limited (the ?Parent?), pursuant to the previously announced Agre

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 August 2022 Commission File Number: 001-393

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 August 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Ch

BLCT / BlueCity Holdings Ltd / Ma Baoli - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L 106** G11957 100** (CUSIP Number) BlueCity Media Limited Shimmery Sapphire Holding Limited Cantrust (Far East) Limited

BlueCity Announces Shareholders’ Approval of Merger Agreement

Exhibit 99.1 BlueCity Announces Shareholders? Approval of Merger Agreement BEIJING, JULY 29, 2022 ? BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that at an extraordinary general meeting of shareholders held today, the Company?s shareholders voted in favor of, among other things, the proposal to authorize and approve the pr

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 July 2022 Commission File Number: 001-39364

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 July 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chin

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 June 2022 Commission File Number: 001-39364

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 June 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chin

Section 238 of the Cayman Islands Companies Act Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex D to the Proxy Statement.

TABLE OF CONTENTS Exhibit (a)-(1)? PROXY STATEMENT OF THE COMPANY Shareholders of BlueCity Holdings Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of BlueCity Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?), to be held on July 29, 2022 at 10:00 a.

BlueCity Holdings Limited to Hold Extraordinary General Meeting of Shareholders

Exhibit 99.1 BlueCity Holdings Limited to Hold Extraordinary General Meeting of Shareholders BEIJING, JUNE 23, 2022 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced it has called an extraordinary general meeting of shareholders (the ?EGM?), to be held on July 29, 2022 at 10:00 a.m. (Beijing time), at Block 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Amendment No. 1 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) BlueCity Holdings Limited (Name of the Issuer)

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 June 2022 Commission File Number: 001-39364

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 June 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chin

Discussion Materials prepared by Kroll, LLC, operating through its Duff & Phelps Opinions Practice, dated April 30, 2022, for discussion with the special committee of the board of directors of the Company.*

Exhibit (c) - (2) BlueCity Holdings Limited Fairness Analysis Presented to the Special Committee of Independent Directors Prepared by: Duff & Phelps Opinions Practice April 30, 2022 Private and Confidential The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us.

Calculation of Filing Fee Tables.*

Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) BlueCity Holdings Limited (Name of the Issuer and Name of Person Filing Statement) Table 1 ? Transaction Value Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 48,799,217 (1) $ 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) BlueCity Holdings Limited (Name of the Issuer) BlueCity Holding

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Opinion of Kroll, LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, dated April 30, 2022, incorporated herein by reference to Annex C to the Proxy Statement.

TABLE OF CONTENTS Exhibit (a)-(1)? PRELIMINARY PROXY STATEMENT OF THE COMPANY Shareholders of BlueCity Holdings Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of BlueCity Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?), to be held on ???????? ?? at ???????? ?? a.

2

Exhibit 99.1 BlueCity Announces Promotion of Junchen Sun to Chief Financial Officer BEIJING, May 19, 2022 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that that it has promoted Mr. Junchen Sun, acting Chief Financial Officer of the Company, to Chief Financial Officer, effective May 19, 2022. Mr. Sun join

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 May 2022 Commission File Number: 001-39364

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 May 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of China

BLCT / BlueCity Holdings Ltd / Ma Baoli - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L 106** G11957 100** (CUSIP Number) BlueCity Media Limited Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Roa

BlueCity Enters into Definitive Agreement for Going-Private Transaction

Exhibit 99.1 BlueCity Enters into Definitive Agreement for Going-Private Transaction BEIJING, APRIL 30, 2022 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that it has entered into an Agreement and Plan of Merger (the ?Merger Agreement?) with Multelements Limited (?Parent?), Diversefuture Limited, a wholly

SUPPORT AGREEMENT

Exhibit J STRICTLY CONFIDENTIAL EXECUTION VERSION SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of April 30, 2022 by and among Multelements Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?Parent?) and certain shareholders of BlueCity Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the ?Company?), listed on Schedule A hereto (each, a ?Shareholder? and collectively, the ?Shareholders?).

INTERIM INVESTORS AGREEMENT

Exhibit K STRICTLY CONFIDENTIAL EXECUTION VERSION INTERIM INVESTORS AGREEMENT This INTERIM INVESTORS AGREEMENT (the ?Agreement?) is made as of April 30, 2022, by and among (i) Multelements Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?Parent?), (ii) Diversefuture Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (?Merger Sub?), (iii) Mr.

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 May 2022 Commission File Number: 001-39364

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 May 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of China

AGREEMENT AND PLAN OF MERGER by and among MULTELEMENTS LIMITED DIVERSEFUTURE LIMITED BLUECITY HOLDINGS LIMITED Dated as of April 30, 2022 TABLE OF CONTENTS

Exhibit 99.2 Execution Version AGREEMENT AND PLAN OF MERGER by and among MULTELEMENTS LIMITED DIVERSEFUTURE LIMITED and BLUECITY HOLDINGS LIMITED Dated as of April 30, 2022 TABLE OF CONTENTS Page Article I Definitions and Interpretation 2 Section 1.01 Certain Definitions 2 Section 1.02 Terms Defined Elsewhere 10 Section 1.03 Interpretation 11 Article II The Merger 12 Section 2.01 The Merger 12 Sec

LIMITED GUARANTEE

Exhibit H CONFIDENTIAL EXECUTION VERSION LIMITED GUARANTEE This LIMITED GUARANTEE, dated as of April 30, 2022 (this ?Limited Guarantee?), is made by Metaclass Management ELP (the ?Guarantor?) in favor of BlueCity Holdings Limited, an exempted company incorporated with limited liability incorporated under the Laws of the Cayman Islands (the ?Guaranteed Party?).

[Remainder of page intentionally left blank]

Exhibit I CONFIDENTIAL EXECUTION VERSION April 30, 2022 Multelements Limited Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, modified or supplemented from time to time, the ?Merger Agreement?), by and among Multelements Limited, an exempted company incorporated with limited

AGREEMENT AND PLAN OF MERGER by and among MULTELEMENTS LIMITED DIVERSEFUTURE LIMITED BLUECITY HOLDINGS LIMITED Dated as of April 30, 2022 TABLE OF CONTENTS

Exhibit G Execution Version AGREEMENT AND PLAN OF MERGER by and among MULTELEMENTS LIMITED DIVERSEFUTURE LIMITED and BLUECITY HOLDINGS LIMITED Dated as of April 30, 2022 TABLE OF CONTENTS Page Article I Definitions and Interpretation 2 Section 1.

JOINT FILING AGREEMENT

EXHIBIT L JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of BlueCity Holdings Limited, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.

CEO Certification 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, Baoli Ma, certify that: 1. I have reviewed this annual report on Form 20-F of BlueCity Holdings Limited; 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 li

CEO Certification 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 BlueCity Holdings Limited (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, Baoli Ma, Chief Executive Officer of the Company, certify

CFO Certification 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 BlueCity Holdings Limited (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, Alfred Chung-Chieh Ying, Chief Strategy Officer of the Co

Consent of KPMG Huazhen LLP

Exhibit 15.3 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-249899 and No. 333-259999) on Form S-8 of our report dated April 28, 2022, with respect to the consolidated financial statements of BlueCity Holdings Limited. /s/ KPMG Huazhen LLP Beijing, China April 28, 2022

CFO Certification 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, Alfred Chung-Chieh Ying, certify that: 1. I have reviewed this annual report on Form 20-F of BlueCity Holdings Limited; 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 stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Consent of King & Wood Mallesons

Exhibit 15.2 April 28, 2022 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ Bai Zi Wan Road, Chaoyang District Beijing 100022 People’s Republic of China Re: Consent of People’s Republic of China Counsel Dear Sirs, We consent to the reference to our firm under the headings “Item 3.D. Key Information - Risk Factors - Risks Related to Our Corporate Structure” and “Item 4. Inf

Consent of Conyers Dill & Pearman

Exhibit 15.1 nd Floor, Cricket Square CONYERS DILL & PEARMAN SIX, 2nd Floor, Cricket Square PO Box 2681, Grand Cayman KY1-1111 Cayman Islands T +1 345 945 3901 conyers.com 28 April 2022 Matter No.: 833063 852 2842 9530 [email protected] BlueCity Holdings Limited Block 2 Tower B Room 028 No. 22 Pingguo Shequ Bai Zi Wan Road Chaoyang District Beijing 100022 People’s Republic of China Dear Sir

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Exhibit F CONFIDENTIAL EXECUTION VERSION April 18, 2022 Board of Directors (the ?Board?) BlueCity Holdings Limited (the ?Company?) Room 028, Tower B, Block 2 No.

BLCT / BlueCity Holdings Ltd / Ma Baoli - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L 106** G11957 100** (CUSIP Number) BlueCity Media Limited Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Roa

Assignment Agreement, dated April 18, 2022, by and among Spriver Tech Limited and Metaclass Management ELP and acknowledged and confirmed by Mr. Baoli Ma.

Exhibit E CONFIDENTIAL EXECUTION VERSION ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT (this “Agreement”) dated as of April 18, 2022 (the “Effective Date”) is between Spriver Tech Limited (the “Assignor”) and Metaclass Management ELP (the “Assignee”).

BlueCity Announces Receipt of Updated Preliminary Non-Binding Proposal

Exhibit 99.1 BlueCity Announces Receipt of Updated Preliminary Non-Binding Proposal BEIJING, APRIL 18, 2022 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that its Board of Directors (the ?Board?) has received a preliminary non-binding proposal letter dated April 18, 2022 (the ?Proposal Letter?) from Mr. B

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 2022 Commission File Number: 001-3936

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 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chi

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 2022 Commission File Number: 001-3936

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 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chi

BlueCity Announces Fourth Quarter and Full Year 2021 Unaudited Financial Results

Exhibit 99.1 BlueCity Announces Fourth Quarter and Full Year 2021 Unaudited Financial Results BEIJING, China, April 8, 2022 (GLOBAL NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (Nasdaq: BLCT), a leading online LGBTQ platform, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2021. Fourth Quarter 2021 Highlights ? Total re

BLCT / BlueCity Holdings Ltd / Crystal Stream Capital Management Ltd - BLUECITY HOLDINGS LIMITED Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L106** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designa

BLCT / BlueCity Holdings Ltd / Shunwei China Internet Fund II, L.P. - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class o

BlueCity Holdings Limited Announces Appointment of Financial Advisor and Legal Counsel to the Special Committee

Exhibit 99.1 BlueCity Holdings Limited Announces Appointment of Financial Advisor and Legal Counsel to the Special Committee BEIJING, January 10, 2022 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that the independent special committee (the ?Special Committee?) of the Company?s board of directors (the ?Bo

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 January 2022 Commission File Number: 001-39

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 January 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of C

BLCT / BlueCity Holdings Ltd / Ma Baoli - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L 106** G11957 100** (CUSIP Number) BlueCity Media Limited Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Roa

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 January 2022 Commission File Number: 001-39

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 January 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of C

BlueCity Holdings Limited Announces Formation of Special Committee

Exhibit 99.1 BlueCity Holdings Limited Announces Formation of Special Committee BEIJING, January 4, 2022 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that its board of directors (the ?Board?) has formed a special committee consisting of three independent directors, Wenjie (Jenny) Wu, Shengwen (Roy) Rong,

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Exhibit D January 2, 2022 Board of Directors (the ?Board?) BlueCity Holdings Limited (the ?Company?) Room 028, Tower B, Block 2 No.

Consortium Agreement dated January 2, 2022 by and among Mr. Baoli Ma and Spriver Tech Limited.

Exhibit C CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of January 2, 2022 (the ?Agreement?), by and between Mr.

BlueCity Holdings Limited Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company

Exhibit 99.1 BlueCity Holdings Limited Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company BEIJING, January 3, 2022 (GLOBAL NEWSWIRE) ? BlueCity Holdings Limited ( ?BlueCity? or the ?Company?) (NASDAQ: BLCT), a leading online LGBTQ platform, today announced that its board of directors (the ?Board?) has received a preliminary non-binding proposal letter (the ?Proposal Let

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 January 2022 Commission File Number: 001-39

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 January 2022 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road Beijing 100022 People?s Republic of China (Address of pri

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 November 2021 Commission File Number: 001-3

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 November 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of

BlueCity Announces Third Quarter 2021 Unaudited Financial Results

EX-99.1 2 tm2134000d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BlueCity Announces Third Quarter 2021 Unaudited Financial Results BEIJING, China, Nov 26, 2021 (GLOBAL NEWSWIRE) - BlueCity Holdings Limited (“BlueCity” or the “Company”) (Nasdaq: BLCT), a leading online LGBTQ platform, today announced its unaudited financial results for the third quarter ended September 30, 2021. Third Quarter 2021 Highlig

BlueCity Announces Changes to Board and Committee Compositions

Exhibit 99.1 BlueCity Announces Changes to Board and Committee Compositions BEIJING, November 1st, 2021 - BlueCity Holdings Limited (?BlueCity? or the ?Company?) (NASDAQ: BLCT), a world?s leading online LGBTQ platform, today announced the appointment of Mr. Guojie Shi as a new independent director to its board of directors (the ?Board?) and a member of the Board?s compensation committee (the ?Comp

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 November 2021 Commission File Number: 001-3

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 November 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of

2021 Share Incentive Plan

Exhibit 10.1 BlueCity Holdings Limited 2021 SHARE INCENTIVE PLAN Article 1 PURPOSE The purpose of this 2021 Share Incentive Plan is to promote the success and enhance the value of BlueCity Holdings Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s shareho

As filed with the Securities and Exchange Commission on October 4, 2021

As filed with the Securities and Exchange Commission on October 4, 2021 Registration No.

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 August 2021 Commission File Number: 001-393

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 August 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Ch

BlueCity Announces Second Quarter 2021 Unaudited Financial Results -- 18.0% year-over-year revenue growth-- -- 58.1% year-over-year total paying user growth--

EX-99.1 2 tm2125773d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BlueCity Announces Second Quarter 2021 Unaudited Financial Results - 18.0% year-over-year revenue growth- - 58.1% year-over-year total paying user growth- BEIJING, China, Aug 24, 2021 (GLOBAL NEWSWIRE) - BlueCity Holdings Limited (“BlueCity” or the “Company”) (Nasdaq: BLCT), a leading online LGBTQ platform, today announced its unaudited fin

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 July 2021 Commission File Number: 001-39364

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 July 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chin

BlueCity Appoints Alfred Chung-Chieh Ying as Chief Strategy Officer

Exhibit 99.1 BlueCity Appoints Alfred Chung-Chieh Ying as Chief Strategy Officer BEIJING, July 15, 2021 /PRNewswire/ - BlueCity Holdings Limited ("BlueCity" or the "Company") (NASDAQ: BLCT), a leading online LGBTQ platform, today announced the appointment of Mr. Alfred Chung-Chieh Ying as the Company?s Chief Strategy Officer, effective immediately. Mr. Ying joins BlueCity?s executive leadership te

BlueCity Announces First Quarter 2021 Unaudited Financial Results -- 30.7% year-over-year revenue growth-- -- 47.8% year-over-year total paying user growth--

EX-99.1 2 tm2119362d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BlueCity Announces First Quarter 2021 Unaudited Financial Results - 30.7% year-over-year revenue growth- - 47.8% year-over-year total paying user growth- BEIJING, China, June 10, 2021 (GLOBAL NEWSWIRE) - BlueCity Holdings Limited (“BlueCity” or the “Company”) (Nasdaq: BLCT), a leading online LGBTQ platform, today announced its unaudited fin

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 June 2021 Commission File Number: 001-39364

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 June 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chin

BlueCity Announces Resignation of Chief Financial Officer

Exhibit 99.1 BlueCity Announces Resignation of Chief Financial Officer BEIJING, May 20, 2021 /PRNewswire/ - BlueCity Holdings Limited ("BlueCity" or the "Company") (NASDAQ: BLCT), a leading online LGBTQ platform, announced today that Mr. Zhiyong (Ben) Li resigned from his position as the Company's Chief Financial Officer due to personal reasons, effective May 20, 2021. Mr. Li will serve as the Com

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 May 2021 Commission File Number: 001-39364

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 May 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of China

- FORM 20-F

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CEO Certification 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 BlueCity Holdings Limited (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, Baoli Ma, Chief Executive Officer of the Company, certify

CFO Certification 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, Zhiyong (Ben) Li, certify that: 1. I have reviewed this annual report on Form 20-F of BlueCity Holdings Limited; 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 mad

English translation of Share Purchase Agreement, among the Registrant, Beijing BlueCity Culture and Media Co., Ltd, and other parties thereto, dated November 25, 2020

EX-4.10 3 blct-20201231xex4d10.htm EXHIBIT 4.10 Exhibit 4.10 Share Purchase Agreement BlueCity Holdings Limited Beijing BlueCity Culture and Media Co., Ltd iRainbow Investment Holding Limited Qiang Xiao Guang Zhao Chao Wu iRainbow Limited iAloha Limited iRainbow Hong Kong Limited Beijing Aloha Technology Co., Ltd And Beijing Asphere Interactive Network Technology Co., Ltd November 25, 2020 Table o

Description of Securities

Exhibit 2.5 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) Each two American Depositary Shares (“ADSs”) representing one Class A ordinary share of BlueCity Holdings Limited (we, “BlueCity” or the “Company”), as the case may be (the “Shares”) are listed and traded on the Nasdaq Global Market under the symbol

Consent of KPMG Huazhen LLP

Exhibit 15.3 Consent of Independent Registered Public Accounting Firm The Board of Directors BlueCity Holdings Limited: We consent to the incorporation by reference in the registration statement (No. 333- 249899) on Form S-8 of BlueCity Holdings Limited of our report dated April 29, 2021, with respect to the consolidated balance sheets of BlueCity Holdings Limited as of December 31, 2019 and 2020,

Consent of Conyers Dill & Pearman

Exhibit 15.1 CONYERS DILL & PEARMAN SIX, 2nd Floor, Cricket Square PO Box 2681, Grand Cayman KY1-1111 Cayman Islands T +1 345 945 3901 conyers.com 29 April 2021 Matter No.: 833063 852 2842 9530 [email protected] BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ Bai Zi Wan Road, Chaoyang District Beijing 100022 People’s Republic of China Dear Sir/Madam, Re: BlueCity Ho

CFO Certification 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 BlueCity Holdings Limited (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, Zhiyong (Ben) Li, Chief Financial Officer of the Compan

Consent of King & Wood Mallesons

Exhibit 15.2 April 29, 2021 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ Bai Zi Wan Road, Chaoyang District Beijing 100022 People’s Republic of China Re: Consent of People’s Republic of China Counsel Dear Sirs, We consent to the reference to our firm under the headings “Item 3.D. Key Information - Risk Factors - Risks Related to Our Corporate Structure” and “Item 4.C. I

CEO Certification 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, Baoli Ma, certify that: 1. I have reviewed this annual report on Form 20-F of BlueCity Holdings Limited; 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 li

STOCK TRADING PLAN

EX-99.B 2 a21-122561ex99db.htm EXHIBIT B Exhibit B 10b5-1 Plan STOCK TRADING PLAN This Stock Trading Plan (the “Plan”) is entered into between the parties below for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). “Broker” shall mean Goldman Sachs & Co. LLC. Referred to herei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L 106** G11957 100** (CUSIP Number) BlueCity Media Limited Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Roa

Current Report of Foreign Issuer - 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 March 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of Chi

BlueCity Announces Fourth Quarter and Full Year 2020 Unaudited Financial Results — Fourth Quarter Revenues of RMB278.8 million, up 24.2% year-over-year —Fourth Quarter Total Paying Users of 518 thousand, up 37.9% year-over-year —Full Year Revenues of

EX-99.1 2 a21-105931ex99d1.htm EX-99.1 Exhibit 99.1 BlueCity Announces Fourth Quarter and Full Year 2020 Unaudited Financial Results — Fourth Quarter Revenues of RMB278.8 million, up 24.2% year-over-year —Fourth Quarter Total Paying Users of 518 thousand, up 37.9% year-over-year —Full Year Revenues of RMB1.03 billion, up 35.9% year-over-year BEIJING, China, March 23, 2020 (GLOBAL NEWSWIRE) — BlueC

BlueCity Holdings Limited

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L106** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXC

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Titl

JOINT FILING AGREEMENT

EX-99.1 Page 1 3 of 13 Pages Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) w

BlueCity Announces Changes to Board and Committee Compositions

Exhibit 99.1 BlueCity Announces Changes to Board and Committee Compositions BEIJING, January 5, 2021 (GLOBE NEWSWIRE) - BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ: BLCT), a world’s leading online LGBTQ platform, today announced the appointment of Mr. Weiru Chen as a new independent director to its board of directors (the “Board”), effective immediately. Mr. Zhe Wei has concurr

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 January 2021 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People?s Republic of C

Current Report of Foreign Issuer - 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 December 2020 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People’s Republic of

BlueCity Announces Third Quarter 2020 Unaudited Financial Results — 47.3% year-over-year revenue growth— —43.8% year-over-year total paying user growth— —Reported first quarterly adjusted net income of RMB7.1 million (US$1.0 million)— —Completed acqu

Exhibit 99.1 BlueCity Announces Third Quarter 2020 Unaudited Financial Results — 47.3% year-over-year revenue growth— —43.8% year-over-year total paying user growth— —Reported first quarterly adjusted net income of RMB7.1 million (US$1.0 million)— —Completed acquisition of Finka, a leading Chinese gay social networking app — BEIJING, China, December 2, 2020 (GLOBAL NEWSWIRE) — BlueCity Holdings Li

Current Report of Foreign Issuer - 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 November 2020 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People’s Republic of

BlueCity Announces Acquisition of Finka

Exhibit 99.1 BlueCity Announces Acquisition of Finka BEIJING, Nov. 25, 2020 (GLOBE NEWSWIRE) — BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ: BLCT), a world’s leading online LGBTQ platform, today announced that it has entered into a definitive agreement with iRainbow Hong Kong Limited (“Finka”) and all of its subsidiaries and other entities under the control of Finka, pursuant to

- S-8

As filed with the Securities and Exchange Commission on November 6, 2020 Registration No.

Deposit Agreement, among the Registrant, the depositary and the holders and beneficial owners of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3 to the Form S-8, as amended, initially filed on November 6, 2020 (File No.333- 249899))

Exhibit 4.3 DEPOSIT AGREEMENT by and among BLUECITY HOLDINGS LIMITED 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 July 7, 2020 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of July 7, 2020, by and among (i) BlueCity Holdings Limited, a company

BlueCity Announces Second Quarter 2020 Unaudited Financial Results —32.2% year-over-year revenue growth— —58.5% year-over-year total paying user growth—

Exhibit 99.1 BlueCity Announces Second Quarter 2020 Unaudited Financial Results —32.2% year-over-year revenue growth— —58.5% year-over-year total paying user growth— BEIJING, China, Aug 26, 2020 (GLOBAL NEWSWIRE) — BlueCity Holdings Limited (“BlueCity” or the “Company”) (Nasdaq: BLCT), a leading online LGBTQ platform, today announced its unaudited financial results for the second quarter ended Jun

Current Report of Foreign Issuer - 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 August 2020 Commission File Number: 001-39364 BlueCity Holdings Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 People’s Republic of Ch

Joint Filing Statement

Exhibit A Joint Filing Statement We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BlueCity Holdings Limited (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 09610L 106** G11957 100** (CUSIP Number) BlueCity Media Limited Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road

5,300,000 American Depositary Shares BlueCity Holdings Limited Representing 2,650,000 Class A Ordinary Shares

424(B)(4) Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-239205 5,300,000 American Depositary Shares BlueCity Holdings Limited Representing 2,650,000 Class A Ordinary Shares This is an initial public offering of 5,300,000 American depositary shares, or ADSs, of BlueCity Holdings Limited. Each two ADSs represent one Class A ordinary share, par value US$0.0001 per share. Pri

-

July 2, 2020 VIA EDGAR Ms. Jan Woo, Legal Branch Chief Mr. Mitchell Austin, Staff Attorney Mr. Robert Littlepage, Accounting Branch Chief Ms. Claire DeLabar, Staff Accountant Office of Technology Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: BlueCity Holdings Limited (CIK No. 0001791278) Registration Statement on Form F-1 (File

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Underwriter Acceleration Request AMTD Global Markets Limited 23/F-25/F, Nexxus Building 41 Connaught Road Central, Hong Kong Loop Capital Markets LLC 111 West Jackson Boulevard, Suite 1901 Chicago, Illinois 60604 U.

- AMENDMENT NO.1 TO FORM F-1

Amendment No.1 to Form F-1 Table of Contents As filed with the Securities and Exchange Commission on July 1, 2020 Registration No. 333-239205 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BlueCity Holdings Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Regi

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT by and among BLUECITY HOLDINGS LIMITED 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) BlueCity Holdings Limited, a company incorporated in the Cayman Islands, with its principal executive office at Block 2 Tower B Room 028, No.

- FORM F-6

As filed with the Securities and Exchange Commission on July 1, 2020 Registration No.

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM ????????? PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTR

Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3) (incorporated herein by reference to Exhibit 4.3 to the Form F-1, as amended, initially filed on July 1, 2020 (File No.333-239205))

EX-4.3 3 d831427dex43.htm EX-4.3 Exhibit 4.3 DEPOSIT AGREEMENT by and among BLUECITY HOLDINGS LIMITED 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) BlueCity Holdin

The description of the Registrant’s Class A ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-39364) filed with the Commission on July 1, 2020, including any amendment and report subsequently filed for the purpose of updating that description.

Form 8-A12B 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 BlueCity Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 BLUECITY HOLDINGS LIMITED 5,300,000 American Depositary Shares Representing 2,650,000 Class A Ordinary Shares (par value 0.0001 per share) UNDERWRITING AGREEMENT [●], 2020 AMTD GLOBAL MARKETS LIMITED LOOP CAPITAL MARKETS LLC TIGER BROKERS (NZ) LIMITED PRIME NUMBER CAPITAL LLC R. F. LAFFERTY & CO., INC. As Representatives of the Several Underwriters c/o AMTD Global Markets Limite

Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Form F-1, as amended, initially filed on June 16, 2020 (File No.333-239205))

EX-4.2 Exhibit 4.2 Incorporated in the Cayman Islands BlueCity Holdings Limited This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Ordinary USD 0.0001 Date of Record Certificate Number % Paid 100.00 The above shares are subject to the Memorandum and Articles of Association of the Company and transferable in accordance therewith. Director

English Translation of the Equity Interest Pledge Agreement among Mr. Baoli Ma, Mr. Changyou Ma, Beijing BlueCity Information & Technology Co., Ltd. and Beijing BlueCity Culture and Media Co., Ltd., dated June 26, 2018

EX-10.6 Exhibit 10.6 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (“Agreement”) is made and entered into by and among the following Parties in Beijing, the People’s Republic of China (“PRC”) on June 26, 2018: Pledgor 1: MA Baoli Address: *** PRC ID Number: *** Pledgor 2: MA Changyou Address: *** PRC ID Number: *** (Pledgor 1 and Pledgor 2 are hereinafter collectively refe

2015 Stock Incentive Plan

Exhibit 10.1 BLUECITY HOLDINGS LIMITED 2015 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this 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. 2. Definitions. The following definitions shall apply as used herein and in the individual Award Agre

English Translation of the Exclusive Consulting and Services Agreement between Beijing BlueCity Information & Technology Co., Ltd. and Beijing BlueCity Culture and Media Co., Ltd., dated June 26, 2018

EX-10.7 Exhibit 10.7 Exclusive Consulting and Services Agreement This Exclusive Consulting and Services Agreement (this “Agreement”) is made and entered into by and between the following Parties in Beijing, the People’s Republic of China (“PRC”) on June 26, 2018: Party A: Beijing BlueCity Information & Technology Co., Ltd. Party B: Beijing BlueCity Culture and Media Co., Ltd. Whereas: 1. Party A i

Joinder to the Fifth Amended and Restated Shareholders Agreement among the Registrant, FH Priolo Limited and FH Saltator Limited, dated February 8, 2018

EX-4.5 Exhibit 4.5 JOINDER TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This Joinder to the Fifth Amended and Restated Shareholders Agreement (“Joinder Agreement”) is made and entered into as of February 8, 2018, by and between BlueCity Holdings Limited (the “Company”), FH Priolo Limited and FH Saltator Limited (collectively, the “New Shareholders”, each a “New Shareholder”). WHEREAS (

Principal Subsidiaries of the Registrant

EX-21.1 Exhibit 21.1 LIST OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED AFFILIATED ENTITIES Subsidiaries Place of Incorporation BlueCity Holdings Hong Kong Limited Hong Kong BlueCity Holdings Global Limited Hong Kong Bluedbaby Global Limited Hong Kong Fleeper Holdings Limited Hong Kong BlueCity Vietnam Company Limited Vietnam Bluebaby LLC U.S. Blued Japan Co., Ltd. Japan Land of Glory Ltd. Cayman Isl

Seventh Amended and Restated Memorandum and Articles of Association of the Registrant of the Registrant, effective April 12, 2018 (incorporated herein by reference to Exhibit 3.2 to the Form F-1, as amended, initially filed on June 16, 2020 (File No.333-239205))

EX-3.2 Exhibit 3.2 THE COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES SEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BLUECITY HOLDINGS LIMITED (Adopted by special resolution of the shareholders passed on June 15, 2020 and effective immediately prior to the closing of the Company’s initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Sh

English translation of Powers of Attorney granted by Mr. Baoli Ma, the sole shareholder of Beijing BlueCity Culture and Media Co., Ltd, dated June 26, 2018 (incorporated herein by reference to Exhibit 10.5 to the Form F-1, as amended, initially filed on June 16, 2020 (File No.333-239205))

EX-10.5 Exhibit 10.5 Powers of Attorney I, MA Baoli (PRC ID Number: [***]) and MA Changyou (RPC ID Number: [***]), hold 100% equity interests in Beijing BlueCity Culture and Media Co., Ltd. (“BlueCity Culture”) in aggregate (“Equity Interests”), and hereby unconditionally and irrevocably authorize the directors of the direct or indirect shareholders of Beijing BlueCity Technology & Information Co.

Form of Employment Agreement between the Registrant and its executive officers

EX-10.4 Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between BlueCity Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive and to assure itsel

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

EX-99.2 Exhibit 99.2 June 16, 2020 To: BlueCity Holdings Limited Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrati

Consent of Frost & Sullivan

EX-99.3 Exhibit 99.3 [Letterhead of Frost & Sullivan] June 16, 2020 BLUECITY HOLDINGS LIMITED Block 2 Tower B Room 028, No. 22 Pingguo Shequ Bai Zi Wan Road, Chaoyang District Beijing 100022 Peoples’ Republic of China Re: Consent of Frost & Sullivan Ladies and Gentlemen, We, Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., understand that Bluecity Holdings Limited (the “Company”) plans to fil

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

EX-3.1 Exhibit 3.1 BLUECITY HOLDINGS LIMITED (the “Company”) (incorporated in the Cayman Islands with exempted limited liability) Written Resolutions of the shareholders of the Company passed pursuant to the Company’s Sixth Amended and Restated Memorandum and Articles of Association on April 12, 2018. We, the undersigned, being all the shareholders of the Company acting by written consent without

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) ????????? 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTR

Code of Business Conduct and Ethics of the Registrant

Exhibit 99.1 BLUECITY HOLDINGS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of BlueCity Holdings Limited, a Cayman Islands company, and its subsidiaries and affiliates (collectively, the “Company”) consistent with the highest standards of business ethics, and is intended to quali

Powers of Attorney (included on signature page)

Form F-1 Table of Contents As filed with the Securities and Exchange Commission on June 16, 2020 Registration No.

Fifth Amended and Restated Shareholders’ Agreement between the Registrant and other parties thereto dated April 3, 2020 (incorporated herein by reference to Exhibit 4.4 to the Form F-1, as amended, initially filed on June 16, 2020 (File No.333-239205))

EX-4.4 Exhibit 4.4 BLUECITY HOLDINGS LIMITED (an exempted company with limited liability incorporated in the Cayman Islands) (the “Company”) WRITTEN RESOLUTIONS OF ALL THE SHAREHOLDERS OF THE COMPANY PASSED PURSUANT TO THE SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY (THE “CURRENT M&A”) ON APRIL 3, 2020 We the undersigned, being all the shareholders of the Compa

English Translation of the Exclusive Option Agreement among Beijing BlueCity Information & Technology Co., Ltd., Mr. Baoli Ma, Mr. Changyou Ma and Beijing BlueCity Culture and Media Co., Ltd., dated June 26, 2018

EX-10.8 Exhibit 10.8 Exclusive Option Agreement This Exclusive Option Agreement (“Agreement”) is made and entered into and among following parties in Beijing on June 26, 2018: Party A: Beijing BlueCity Information & Technology Co., Ltd. Address: *** Party B: MA Baoli (“Party B-1”) and MA Changyou (“Party B-2”) Address: *** (Party B-1 and Party B-2 hereinafter are collectively referred to as “Party

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

EX-10.3 Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 by and between BlueCity Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”). WHEREAS, the Indemnitee has agreed to serve as a director or executive

2020 Share Incentive Plan

Exhibit 10.2 BLUECITY HOLDINGS LIMITED 2020 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of this 2020 Share Incentive Plan is to promote the success and enhance the value of BlueCity Holdings Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s shareho

English translation of Spousal Consent Letter granted by Shuying Chen (incorporated herein by reference to Exhibit 10.9 to the Form F-1, as amended, initially filed on June 16, 2020 (File No.333-239205))

EX-10.9 Exhibit 10.9 Spouse Consent Letter I, CHEN Shuying (PRC ID Number: ***), the legal spouse of MA Changyou (PRC ID Number: ***), hereby unconditionally and irrevocably agree that, the equity interests in Beijing BlueCity Culture and Media Co., Ltd. (“BlueCity”) held and registered in the name of my spouse, Ma Changyou (“Target Equity Interests”), shall be disposed of in accordance with the a

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DRSLTR SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * ANDREW L. FOSTER * BRADLEY A. KLEIN ~ CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTED IN ENGLAND & WALES) ~ (ALSO ADMITTED IN ILLINOIS) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 世達國際律師事務所 42/F, EDIN

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DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 13, 2020 Registration No.

Exclusive Option Agreement

EX-10.7 Exhibit 10.7 Exclusive Option Agreement This Exclusive Option Agreement (“Agreement”) is made and entered into and among following parties in Beijing on June 26, 2018: Party A: Beijing BlueCity Information & Technology Co., Ltd. Address: *** Party B: MA Baoli (“Party B-1”) and MA Changyou (“Party B-2”) Address: *** (Party B-1 and Party B-2 hereinafter are collectively referred to as “Party

Exclusive Consulting and Services Agreement

EX-10.6 Exhibit 10.6 Exclusive Consulting and Services Agreement This Exclusive Consulting and Services Agreement (this “Agreement”) is made and entered into by and between the following Parties in Beijing, the People’s Republic of China (“PRC”) on June 26, 2018: Party A: Beijing BlueCity Information & Technology Co., Ltd. Party B: Beijing BlueCity Culture and Media Co., Ltd. Whereas: 1. Party A i

Equity Interest Pledge Agreement

EX-10.5 Exhibit 10.5 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (“Agreement”) is made and entered into by and among the following Parties in Beijing, the People’s Republic of China (“PRC”) on June 26, 2018: Pledgor 1: MA Baoli Address: *** PRC ID Number: *** Pledgor 2: MA Changyou Address: *** PRC ID Number: *** (Pledgor 1 and Pledgor 2 are hereinafter collectively refe

JOINDER TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

EX-4.5 3 filename3.htm Exhibit 4.5 JOINDER TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This Joinder to the Fifth Amended and Restated Shareholders Agreement (“Joinder Agreement”) is made and entered into as of February 8, 2018, by and between BlueCity Holdings Limited (the “Company”), FH Priolo Limited and FH Saltator Limited (collectively, the “New Shareholders”, each a “New Sharehol

BLUECITY HOLDINGS LIMITED FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

EX-4.4 Exhibit 4.4 BLUECITY HOLDINGS LIMITED FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2017 by and among (a) BlueCity Holdings Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), (b) BlueCity Holdings Hong Kong Limit

Powers of Attorney

EX-10.4 Exhibit 10.4 Powers of Attorney I, MA Baoli (PRC ID Number: [***]) and MA Changyou (RPC ID Number: [***]), hold 100% equity interests in Beijing BlueCity Culture and Media Co., Ltd. (“BlueCity Culture”) in aggregate (“Equity Interests”), and hereby unconditionally and irrevocably authorize the directors of the direct or indirect shareholders of Beijing BlueCity Technology & Information Co.

Spouse Consent Letter

EX-10.8 Exhibit 10.8 Spouse Consent Letter I, CHEN Shuying (PRC ID Number: ***), the legal spouse of MA Changyou (PRC ID Number: ***), hereby unconditionally and irrevocably agree that, the equity interests in Beijing BlueCity Culture and Media Co., Ltd. (“BlueCity”) held and registered in the name of my spouse, Ma Changyou (“Target Equity Interests”), shall be disposed of in accordance with the a

BLUECITY HOLDINGS LIMITED 2015 STOCK INCENTIVE PLAN

EX-10.1 Exhibit 10.1 BLUECITY HOLDINGS LIMITED 2015 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this 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. 2. Definitions. The following definitions shall apply as used herein and in the individual Aw

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DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 17, 2020 Registration No.

SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION BLUECITY HOLDINGS LIMITED Incorporated on the 17th day of December, 2013 Amended and Restated this 15th day of September, 2014 Second Amended and Restated this 4th day of November, 201

EX-3.1 Exhibit 3.1 Company No.: 283617 SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUECITY HOLDINGS LIMITED Incorporated on the 17th day of December, 2013 Amended and Restated this 15th day of September, 2014 Second Amended and Restated this 4th day of November, 2014 Third Amended and Restated this 8th day of April, 2016 Fourth Amended and Restated this 27th day of June,

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DRSLTR SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL

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DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 22, 2019 Registration No.

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DRSLTR SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL