Huixinjia Capital 1A Offering in Equity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Huixinjia Capital Group, Inc

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer

incorporation or organization) Classification Code Number) Identification Number)

c/o 244 5th Ave #2

New York, NY 10001, USA

(718) 215-9277

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Copies of all communications to:

Liu Xia

Huixinjia Capital Group, Inc.

244 5th Ave #2

New York, NY 10001, USA

(718) 215-9277

liu.xia@hxjia.com

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. †

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. †

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. †

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. †

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer † Accelerated filer † Non-accelerated filer : Smaller reporting company †

(Do not check if a

smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

to be Registered

Proposed Maximum

Aggregate Offering

Price(1)(2)

Amount of Registration Fee

Common Units

(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated April 5, 2019

PROSPECTUS

Common Units

Representing Limited Partner Interests

Huixinjia Capital Group, Inc

This is Huixinjia Capital Group, Inc's initial public offering. We are selling 200,000,000 common units, representing interests in Huixinjia Capital Group, Inc

The public offering price of our common units will be $3.50 per common unit. Currently, no public market exists for our common units. We intend to apply for our common units to be listed on the NASDAQ under the symbol "HXJ"

We are managed by our management committee, which is controlled by our Co-Founders. Our common unitholders will have limited voting rights and will have no right to remove our management committee or, except in limited circumstances, elect the directors of management committee. Moreover, immediately following this offering, our CoFounders will have sufficient voting power to determine the outcome of those few matters that may be submitted for a vote of our directors.

Investing in our common units involves risks that are described in the section entitled "Risk Factors" beginning on page 21 of this prospectus. These risks include:

•A complex regulatory and tax environment, which could restrict our operations or the operations of our funds and portfolio companies and subject us to increased compliance costs and administrative burdens, as well as restrictions on our business activities.

•Poor performance by our funds due to market conditions, political environments, monetary and fiscal policy or other conditions beyond our control.

•The reputational harm that we would experience as a result of inappropriately addressing conflicts of interest, poor performance by the investments we manage or the actual or alleged failure by us, our employees, our funds or our portfolio companies to comply with applicable regulations in an increasingly complex political and regulatory environment.

•Potential variability in our period to period earnings due primarily to mark-to-market valuations of our funds' investments. As a result of this variability, the market price of our common units may be volatile and subject to fluctuations.

•The increasing demands of the investing community, including the potential for fee compression and changes to other terms, which could materially adversely affect our revenues.

•An investment in our common units is not an investment in our underlying funds. Moreover, there can be no assurance that projections respecting performance of our underlying funds or unrealized values will be achieved.

•As discussed in "Material U.S. Federal Tax Considerations," the status of Huixinjia Capital Group, Inc as a corporation for U.S. federal income tax purposes, as a result of which our common unitholders will be required to take into account their allocable share of items of income, gain, loss, deduction and credit of Huixinjia Capital Group, Inc We may not make cash distributions in an amount sufficient to pay the tax liability that results from that income and gain.

Per Common Unit

Total

Initial public offering price

$ 3.50

$ 700,000,000.00

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The common units will be ready for delivery on or about June 2019.

The date of this prospectus is 01 May 2019.

Page

Prospectus Summary 3

Huixinjia Capital Group, Inc. 3

Business Model 4

Competitive Strengths 5

Industry Trends 7

Growth Strategy 8

Investment Risks 10

Organizational Structure 11

Implications of Being an Emerging Growth Company 14

Restrictions on Ownership of Our Common Units 14

The Offering 16

Summary Historical Financial and Other Data 18

Risk Factors 21

Summary of Risks 21

Risks Related to Our Businesses 22

Risks Related to Our Funds 40

Risks Related to Our Organization and Structure 51

Risks Related to Our Common Units and this Offering 57

Risks Related to U.S. Taxation 60

Special Note Regarding Forward-Looking Statements 65

Market and Industry Data and Forecasts 65

Organizational Structure 66

Use of Proceeds 69

Distributions to Our Existing Owners 72

Selected Financial Data 75

Management's Discussion and Analysis of Financial Condition and Results of Operations 77

Our Business 77

Trends Affecting Our Business 79

Reorganization and Offering Transactions 80

Managing Business Performance 82

Overview of Combined and Consolidated Results of Operations 86

Results of Operations 90

Page

Business 113

Overview 113

Investment Groups 113

Competitive Strengths 113

Industry Trends 114

Growth Strategy 115

Operations Management Groups 116

Business Development and Investor Relations 116

Investment Operations and Information Technology 118

Investment Process 118

Structure and Operation of our Funds 118

Fee Structure 119

Capital Invested In and Through Our Funds 120

Regulatory and Compliance Matters 121

Competition 124

Legal Proceedings 124

Properties 124

Employees 124

Management 125

Our Management committee 125

Directors and Executive Officers 125

Biographical Information 125

Composition of the Board of Directors After this Offering 126

Management Approach 126

Limited Powers of Our Board of Directors 127

Committees of the Board of Directors 127

Compensation Committee Interlocks and Insider Participation 127

Compensation of Our Directors and Executive Officers 127

Director Compensation 127

Executive Compensation 127

Equity Incentive Plan 129

Vesting; Transfer Restrictions for Senior Professional Owners 131

Certain Relationships and Related Person Transactions 131

Reorganization and Offering Transactions 131

Our Management committee 131

Tax Receivable Agreement 132

Huixinjia Assets Management Governing Agreements 133

Exchange Agreement 134

Co-Investments and Other Investment Transactions 134

Statement of Policy Regarding Transactions with Related Persons 135

Indemnification 135

Principal Unitholders 135

Conflicts of Interest and Fiduciary Responsibilities 136

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Page

Conflicts of Interests 136

Potential Conflicts 137

Fiduciary Duties 140

Description of Common Units 143

Common Units 143

Transfer of Common Units 143

Listing 143

Material Provisions Of Huixinjia Capital Group, Inc Corporation Agreement 144

Management committee 144

Organization 144

Purpose 144

Power of Attorney 144

Capital Contributions 144

Limited Liability 145

Issuance of Additional Securities 145

Distributions 146

Amendment of the Incorporation agreement 146

Corporate Transactions 148

Dissolution 148

Liquidation and Distribution of Proceeds 149

Withdrawal or Removal of the Management committee 149

Limited Call Right 149

Sinking Funds; Preemptive Rights 150

Meetings; Voting 150

Election of Directors of Management committee 150

Non-Voting Common Unitholders 151

Non-Citizen Assignees; Redemption 151

Indemnification 152

Books and Reports 152

Right to Inspect Our Books and Records 152

Common Units Eligible for Future Sale 153

General 153

Registration Rights 153

Huixinjia Transfer Restrictions 154

Material U.S. Federal Tax Considerations 155

Taxation of Huixinjia Capital Group, Inc and Huixinjia Assets Management 155

Consequences to U.S. Holders of Common Units 157

Consequences to Non-U.S. Holders of Common Units 164

Surtax on Unearned Income 165

Administrative Matters 165

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Page

Listing 169

Pricing of the Offering 169

FINRA 169

Where You Can Find More Information 172

Index to Financial Statements F-1

Report of Independent Registered Public Accounting Firm F-2

This prospectus is solely an offer with respect to our common units, and is not an offer, directly or indirectly, of any securities of any of the funds we advise, manage or sponsor. An investment in our common units is not an investment in any of our funds, and the assets and revenues of our funds are not directly available to us.

This prospectus does not constitute an offer of, or an invitation to purchase, any of our common units in any jurisdiction in which such offer or invitation would be unlawful. We are offering to sell, and seeking offers to buy, our common units only in jurisdictions where offers and sales are permitted.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. We do not take any responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you. The information in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common units.

Our business has historically been conducted through operating subsidiaries held directly or indirectly by Huixinjia Capital Group, Inc (or "HCG"). HCG is controlled by our Co-Founders. Huixinjia Capital Group, Inc was formed on April 5, 2019 to serve as a holding company for our businesses. Huixinjia Capital Group, Inc has not commenced operations and prior to the consummation of this offering will have nominal assets and liabilities. Unless the context suggests otherwise, references in this prospectus to (1) "HCG," "we," "us" and "our" refer to our businesses, both before and after the consummation of our reorganization into a holding company structure as described under "Organizational Structure" and (2) "Pre-IPO HXJ" refer to Huixinjia Assets Management Co. Ltd. ("HXJ"), our accounting predecessor, as well as its wholly owned subsidiaries and managed funds, in each case prior to our Reorganization (as defined under "Organizational Structure"), which we will consummate prior to this offering.

Under generally accepted accounting principles in the United States ("GAAP"), we are required to consolidate (a) entities in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including HXJ-affiliates and affiliated funds and co-investment entities, for which we are the management committee and are presumed to have control, and (b) entities that we concluded are variable interest entities ("VIEs"), including Corporations in which we have a nominal economic interest and the CLOs, for which we are deemed to be the primary beneficiary. When a fund is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the fund in our combined and consolidated financial statements on a gross basis, subject to eliminations from consolidation, including the elimination of the management fees, performance fees and other fees that we earn from Consolidated Funds. However, the presentation of performance fee compensation and other expenses associated with generating such revenues are not affected by the consolidation process. In addition, as a result of the consolidation process, the net income attributable to third-party investors in Consolidated Funds is presented as net income attributable to non-controlling redeemable interests in Consolidated Funds in our combined and consolidated statements of operations.

In this prospectus, in addition to presenting our results on a consolidated basis in accordance with GAAP, we present revenues, expenses and other results on a (i) "segment basis," which deconsolidates these funds and therefore shows the results of our reportable segments without giving effect to the consolidation of the funds and (ii) "Stand Alone basis," which shows the results of our reportable segments on a combined segment basis together with our Operations Management Group. In addition to our four segments, we have an Operations Management Group (the "OMG") that consists of five independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations/information technology, business development, legal/compliance and human resources. The OMG's expenses are not allocated to our four reportable segments but we consider the cost structure of the OMG when evaluating our financial performance. This information constitutes non-GAAP financial information within the meaning of Regulation G, as promulgated by the SEC. Our management uses this information to assess the performance of our reportable segments and our Operations Management Group, and we believe that this information enhances the ability of unitholders to analyze our performance. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operation—Reorganization and Offering Transactions—Consolidation and Deconsolidation of HXJ Funds,"

"—Managing Business Performance—Non-GAAP Financial Measures" and "—Segment Analysis—Combined ENI and Other Measures."

When used in this prospectus, unless the context otherwise requires:

•"assets under management" or "AUM" refers to the assets of our funds. For our funds other than CLOs, our AUM represents the sum of the net asset value of such funds, the drawn and undrawn debt (at the fund-level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). For our funds that are CLOs, our AUM represents subordinated notes (equity) plus all drawn and undrawn debt tranches;

•"CLOs" refers to collateralized loan obligations;

•"Consolidated Funds" refers collectively to certain Huixinjia-affiliated funds, related co-investment entities and certain

CLOs that are required under GAAP to be consolidated in our combined and consolidated financial statements;

•"distributable earnings" refers to a component of ENI that is used to assess performance and amounts potentially available for distributions to members. Distributable earnings differs from income before taxes computed in accordance with GAAP as it adjusts for foreign, state and local taxes paid by operating entities, expenses arising from transaction costs associated with acquisitions, placement fees and underwriting costs, expenses incurred in connection with corporate reorganization, depreciation and the items included in the calculation of ENI and also adjusts ENI for unrealized performance fees, unrealized performance fee compensation expenses and unrealized investment income from Consolidated Funds and nonconsolidated funds;

•"economic net income" or "ENI" refers to net income excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that we do not believe are indicative of our performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with acquisitions and capital transactions, placement fees and underwriting costs and expenses incurred in connection with corporate reorganization; • "fee earning AUM" refers to the AUM on which we directly or indirectly earn management fees. Fee earning AUM is equal to the sum of all the individual fee bases of our funds that contribute directly or indirectly to our management fees;

•"fee related earnings" or "FRE" refers to a component of ENI that is used to assess the ability of our business to cover direct base compensation and operating expenses from management fees. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and further adjusts for performance fees, performance fee compensation, investment income from our Consolidated Funds and certain other items that we believe are not indicative of our performance;

•"gross IRR" refers to the annualized internal rate of return ("IRR") for the period indicated on invested capital based on contributions, distributions and unrealized value before giving effect to taxes, management fees, the management committee's carried interest and other expenses;

•"management fees" refers to fees we earn for advisory services provided to our funds, which are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or par value of the investment portfolios managed by us and also include Huixinjia Part I Fees (as defined below) that are classified as management fees as they are predictable and are recurring in nature, are not subject to repayment (or clawback) and are generally cash-settled each quarter;

•"net IRR" refers to the annualized IRR for the period indicated on invested capital based on contributions, distributions and unrealized value after giving effect to management fees, the management committee's carried interest and other expenses, if any;

•"net performance fees" refers to performance fees net of performance fee compensation, which is the portion of the performance fees earned from certain funds that is payable to professionals;

•"our funds" refers to the funds, alternative asset companies and other entities and accounts that are managed or co-managed by the Huixinjia Capital Group, Inc (as described in "Prospectus Summary—Organizational Structure"). It also includes funds managed by Huixinjia Assets Management Co. Ltd., a wholly owned portfolio company of Huixinjia, and a registered investment adviser;

•"performance fees" refers to fees we earn based on the performance of a fund, which are generally based on certain specific hurdle rates as defined in the fund's investment management or incorporation agreements and may be either an incentive fee or a special residual allocation of income in the form of carried interest;

•"performance related earnings" or "PRE" refers to a measure used to assess our investment performance. PRE differs from income (loss) before taxes computed in accordance with GAAP as it only includes performance fee income, performance fee compensation and investment income earned from our Consolidated Funds and non-consolidated funds;

•"permanent capital" refers to capital of funds that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law; such funds may be required, or elect, to return all or a portion of capital gains and investment income; and • "total fee revenue" refers to the sum of segment management fees and net performance fees.

Many of the terms used in this prospectus, including AUM, fee earning AUM, ENI, FRE, PRE and distributable earnings, may not be comparable to similarly titled measures used by other companies. In addition, our definitions of AUM and fee earning AUM are not based on any definition of AUM or fee earning AUM that is set forth in the agreements governing the investment funds that we manage and may differ from definitions of AUM set forth in other agreements to which we are a party from time to time. Further, ENI, FRE, PRE and distributable earnings are not measures of performance calculated in accordance with GAAP. We use ENI, FRE, PRE and distributable earnings as measures of operating performance, not as measures of liquidity. ENI, FRE, PRE and distributable earnings should not be considered in isolation or as substitutes for operating income, net income, operating cash flows, or other income or cash flow statement data prepared in accordance with GAAP. The use of ENI, FRE, PRE and distributable earnings without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using ENI, FRE, PRE and distributable earnings as supplemental measures to our GAAP results, to provide a more complete understanding of our performance as our management measures it. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Managing Business Performance—Non-GAAP Financial Measures" and "—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures" and Note 16, "Segment Reporting," to our combined and consolidated financial statements appearing elsewhere in this prospectus for more information on AUM, fee earning AUM, ENI, FRE, PRE and distributable earnings. Amounts and percentages throughout this prospectus may reflect rounding adjustments and consequently totals may not appear to sum.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our common units. You should read this entire prospectus carefully, including the more detailed information regarding us and our common units, the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined and consolidated financial statements and related notes included elsewhere in this prospectus, before you decide to invest in our common units.

Huixinjia Assets Management

Huixinjia is a leading global alternative asset manager with approximately $1 billion of assets under management and approximately 300 employees in over 15 offices in the China, United States and Europe. We provide a range of investment strategies and seek to deliver attractive performance to a growing investor base that includes over 500 direct institutional relationships and a significant retail investor base across our funds. Over the past three years, our assets under management and total management fees, which comprise a significant portion of our total fee revenue, have achieved compound annual growth rates of 231% and 333%, respectively.

Since our inception in 2016, we have adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. We have created value for our stakeholders not only through our investment performance but also by expanding our product offering, enhancing our distribution channels, increasing our global presence, investing in our noninvestment functions, securing strategic corporations and completing accretive acquisitions and portfolio purchases. For the year ended December 31, 2018, we generated total management fees of $517 million and economic net income of $329 million on a Stand Alone basis. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Certain NonGAAP Measures to Consolidated GAAP Financial Measures." Our revenues are diversified, with more than 140 active investment funds under management, and stable, with approximately 84% of total fee revenue for the year ended December 31, 2018 derived from management fees. In addition, as of December 31, 2018, approximately 58% of our assets under management was in funds with a contractual life of three years or more, including 15% that was in our permanent capital vehicles with unlimited duration.

We have an established track record of delivering strong risk-adjusted returns through market cycles. We believe our consistent and strong performance in a broad range of alternative assets has been shaped by several distinguishing features of our platform:

•Robust Sourcing Model: our investment professionals' local market presence and ability to effectively cross-source for other investment groups generates a robust pipeline of high-quality investment opportunities across our platform.

•Multi-Asset Class Expertise and Flexible Capital: our proficiency at evaluating every level of the capital structure, from senior debt to common equity, across companies, structured assets and real estate projects enables us to effectively assess relative value. This is complemented by our flexibility to deploy capital in a range of structures and different market environments to maximize risk-adjusted returns.

•Differentiated Market Intelligence: our proprietary research in over 30 industries and insights from a broad, global investment portfolio enable us to more effectively diligence and structure our products and investments.

•Consistent and Replicable Investment Approach: our rigorous, artificial intelligence-based investment approach is consistent across each of our investment groups, and we believe is a key contributor to our strong investment performance and ability to expand our product offering.

•Talented and Committed Professionals: we attract, develop and retain highly accomplished investment professionals who not only demonstrate deep and broad investment expertise but also have a strong sense of commitment to our firm.

•Collaborative Culture: we share ideas, relationships and information across our investment groups, which enables us to more effectively source, evaluate and manage investments.

Business Model

We provide our investment management capabilities through various funds and products that meet the needs of a wide range of institutional and retail investors. Our business strategy implements machine learning algorithms in an artificial intelligence (AI) powered, integrated technology platform designed for financial investment and asset management by institutional investors and wealth management intermediaries. We have an Operations Management Group that consists of five independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations/information technology, business development, legal/compliance and human resources. The OMG's expenses are not allocated to our four reportable segments but we do consider the cost structure of the OMG when evaluating our financial performance.

Most of the funds we manage are structured to earn a fixed management fee and performance fees based on investment performance in the form of incentive fees or carried interest. Management fees comprise the significant majority of our total fee revenue, which has resulted in a stable, predictable revenue stream. In addition, we have been able to mitigate some of the volatility that is typically associated with performance fees because a significant portion of our performance fees is based on net interest income from fixed income investments.

The following table sets forth certain combined consolidated financial information and certain Stand Alone financial information for the periods presented. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations— Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures" for a discussion of segment results.

(1)Calculated in accordance with GAAP.

(2)Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Managing Business

Performance—Non-GAAP Financial Measures" and "—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures" and Note 16, "Segment Reporting," to our combined and consolidated financial statements appearing elsewhere in this prospectus.

(3)Net operating expenses refers to the sum of compensation and benefits and general, administrative and other expenses, net of other income.

Competitive Strengths

Since our inception in 2016, we have grown to become a leading global alternative asset manager. Our business strategy implements machine learning algorithms in an artificial intelligence (AI) powered, integrated technology platform designed for financial investment and asset management by institutional investors and wealth management intermediaries. Our steadfast belief in innovation and persistence in developing technology gives Huixinjia a competitive edge against our peers in the financial industry. We firmly believe that this has been the catalyst for our success thus far and will remain committed to pursuing technological advancements in investment techniques. Huixinjia aims to progress and mature as an organization and provide better service to our clients and investors, through indepth studies of global financial trends and continual innovation in artificial intelligence application on investment techniques and investment models. We strive to anticipate and prepare for every possible circumstance and outcome to always achieve the most optimal results, and in doing so, maximize shareholder and investor returns. We believe the following competitive strengths position us well for future growth:

Stable Earnings Model

We believe we have a stable earnings model based on:

•A significant portion of the capital that we manage is long-term in nature. As of December 31, 2018, approximately 58% of our AUM was in funds with a contractual life of seven years or more, including 15% that was in permanent capital vehicles with unlimited duration. This has enabled and continues to enable us to invest assets with a long-term focus over different points in a market cycle, which we believe is an important component in generating attractive returns.

•A significant portion of our revenue is generated from management fees. For the year ended December 31, 2018, approximately 84% of our total fee revenue was comprised of management fees and approximately 16% was comprised of performance fees. From 2016 to 2018, management fees averaged 81% of our total fee revenue. Management fees, which are generally based on the amount of committed or invested capital in funds we manage, are more predictable and less volatile than performance fees.

•A majority of our performance fees are linked to credit investment strategies. Over the last three years, a majority of our performance fees have been generated by funds with credit investment strategies, which generally generate regular interest income. For the year ended December 31, 2018, 55% of our net performance fees were from contractual interest payments on debt investments and dividends received by our funds. As a result, we believe that our performance fees are more predictable and less volatile than investment managers predominantly focused on private equity-style investment strategies, in which performance fees are typically based on market gains and losses.

Broad Alternative Product Offering with Balanced Growth Across Strategies

To meet investors' growing demand for alternative asset investments, we manage investments in an increasingly comprehensive range of funds across a spectrum of compelling and complementary strategies. We have demonstrated an ability to consistently generate attractive and differentiated investment returns across these investment strategies and through various market environments. As such, we have been able to increase AUM during all phases of an economic cycle. We believe the breadth of our product offering, our expertise in various investment strategies and our proficiency in attracting and satisfying our growing

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institutional and retail client base has enabled and will continue to enable us to increase our AUM across each of our investment groups in a balanced manner. Our fundraising efforts historically have been spread across investment strategies and have not been dependent on the success of any one strategy.

Diverse and Growing Investor Base

Our investor base includes direct institutional relationships and a significant retail investor base across our publicly traded and subadvised funds. Our high-quality institutional investor base includes large pension funds, sovereign wealth funds, banks and insurance companies and we have grown the number of these relationships from approximately 200 in 2016 to over 500 as of December 31, 2018. In many instances, investors have increased their commitments to subsequent funds in a particular investment strategy and deployed capital across our other investment groups. We believe that our deep and longstanding investor relationships, founded on our strong performance, disciplined management of our investors' capital and diverse product offering, have facilitated the growth of our existing businesses and will assist us with the development of additional strategies and products, thereby increasing our fee earning AUM. We have a dedicated in-house Business Development Group that includes approximately 45 investor relations and marketing specialists. We have frequent dialogue with our investors and are committed to providing them with the highest quality service. We believe our service levels, as well as our emphasis on transparency, inspire loyalty and support our efforts to continue to attract investors across our investment platform.

Integrated and Scalable Global Business Platform

We operate our increasingly diversified and global firm as an integrated investment platform with a collaborative culture that emphasizes sharing of knowledge and expertise. We believe the exchange of information enhances our ability to analyze investments, deploy capital and improve the performance of our funds and portfolio companies. Through collaboration, we drive value by leveraging our capital markets relationships and access to deal flow. Within this framework we have established deep and sophisticated independent research capabilities in over 30 industries and insights from active investments in over 1,000 companies, 300 structured assets and approximately 300 properties. Further, our extensive network of investment professionals is comprised primarily of local and geographically positioned individuals with the knowledge, experience and relationships that enable them to identify and take advantage of a wide range of investment opportunities. They are supported by a highly sophisticated operations management team. We believe this broad platform and our operational infrastructure provide us with a scalable foundation to expand our product offering, geographic scope and profitability.

Breadth, Depth and Tenure of our Senior Management

Huixinjia was built upon the fundamental principle that each of our distinct but complementary investment groups benefits from being part of our broader platform. We believe that our strong performance, consistent growth and high talent retention through economic cycles is due largely to the effective application of this principle across our broad organization of over 300 employees. We do not have a centralized investment committee. Our investment committees are structured with overlapping membership to ensure consistency of approach. Each of our four investment groups is led by its own deep leadership team of highly accomplished investment professionals, who average over 22 years of experience managing investments in, advising, underwriting and restructuring leveraged companies. While primarily focused on managing strategies within their own investment group, these senior professionals are integrated within our platform through economic, cultural and structural measures. Our senior professionals have the opportunity to participate in the incentive programs of multiple investment groups to reward collaboration in our investment activities. This collaboration takes place on a daily basis but is formally promoted through sophisticated internal systems and widely attended weekly or monthly meetings.

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Alignment of Interests with Stakeholders

The alignment of the interests of our Co-Founders and investment professionals with those of the investors in our funds and our unitholders is fundamental to our business. We and our investment professionals have committed over $1 billion of capital across our various investment funds, aligning our interests with those of our clients. Moreover, a significant portion of our professionals' compensation is in the form of performance fees, which we believe aligns their interests with those of the investors in our funds. We expect that our senior professional owners will own approximately 70% of Huixinjia after this offering, aligning our interests with those of our common unitholders. In connection with this offering, we are establishing a long-term equity compensation plan that we believe will strengthen this alignment, as well as the motivation and retention of our professionals, through the significant and long-term ownership of our equity by our Co-Founders, senior professionals and other employees.

Industry Trends

We are well positioned to capitalize on the following trends in the asset management industry:

Increasing Importance of Artificial Intelligence

Over the past several years, investor groups of all types have meaningfully increased their capital allocations to artificial intelligence investment strategies. McKinsey and Co. estimates that alternative investments (which includes private equity, hedge funds and investments in real estate, infrastructure and commodities in a variety of vehicles) grew at a 14% compound annual growth rate versus non-alternative investments at 2% for the six year period from 2017 to 2018. We expect this current trend will continue as the combination of volatile returns in public equities and low-yields on traditional fixed income investments shifts investor focus to the lower correlated and absolute levels of returns offered by alternative assets.

Increasing Demand for Alternative Assets from Retail Investors

Defined contribution pension plans and retail investors are demanding more exposure to alternative investment products to seek differentiated returns as well as to satisfy a desire for current yield due to changing demographics. According to McKinsey & Co., retail alternative investments will account for 13% of U.S. retail fund assets and 24% of revenues by 2019, up from 6% and 13% as of yearend 2018, respectively. Huixinjia has benefited from this growing demand, increasing its assets under management from approximately $300 million in 2004 to $9.7 billion in 2013. Our Tradable Credit and Real Estate Groups have raised three publicly traded vehicles over the past two years. With an established market presence, we believe we are well positioned to take advantage of the growing opportunity in the retail channel.

Shifting Asset Allocation Policies of Institutional Investors

We believe that the growing pension liability gap is driving investors to seek higher return strategies and that institutional investors, such as insurance companies, are increasingly rotating away from core fixed income products towards more liquid alternative credit and absolute return-oriented products to achieve their return hurdles. According to Bain & Company, public pension funds increased their allocations toward alternative strategies to approximately 10% in 2018, up from approximately 8% in 2017. The increase in allocation has also been accompanied by a change in allocation strategy to a more balanced approach between private equity and non-private equity lternative investments. Our combination of credit expertise, total return and multi-strategy product offerings are particularly well suited to benefit from these asset allocation trends.

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Increasing Benefits of Scale

Many institutional investors are focused on limiting the number of their manager relationships and allocating a greater share of their assets to established and diversified platforms. These investors seek to partner with investment management firms that have not only proven track records across multiple investment products, but also highly sophisticated non-investment group functions in accounting, legal/compliance and operations. Given the advantages of scale and a heightened focus on diligence, transparency and compliance, institutional clients are allocating a greater proportion of assets to established asset managers with whom there is a deep level of comfort. This trend is evidenced by the distribution of net asset flows, as firms with more than $1 billion in assets under management garnered approximately 90% of the net asset flows in the six months ended June 30, 2018, according to Hedge Fund Report. Furthermore, the increasing complexity of the regulatory environment in which alternative investment managers operate and the costs of complying with such regulations serve as barriers to entry in the investment management business.

Growth Strategy

As we continue to expand our business, we intend to apply the same core principles and strategies to which we have adhered since our inception to:

Organically Grow our Core Business

Alternative assets are experiencing increasing demand from a range of investors, which we and many industry participants believe is part of a long-term trend to enhance portfolio diversification and to meet desired return objectives. We have demonstrated our ability to deliver strong risk-adjusted investment returns in alternative assets throughout market cycles since our inception in 2016, and we believe each of our investment groups is well positioned to benefit from long-term positive industry momentum. By continuing to deliver strong investment and operations management performance, we expect to grow the AUM in our existing products by deepening and broadening relationships with our current high-quality investor base as well as attracting new investors.

Expand our Product Offering

A key to our growth has been pursuing complementary investment strategies and structuring different types of investment funds that address the specific needs of our investor base. We have expanded our product offering to provide increasingly diversified opportunities for investors and a balanced business model that we believe benefits all of our stakeholders. We take advantage of market trends arising out of an increasingly complex regulatory environment to develop products that meet the evolving needs of market participants. We have demonstrated the ability to expand our product offering in a manner that enhances the investing capabilities of our professionals, provides differentiated solutions for our clients and creates a more balanced business model for our unitholders. There are a number of complementary strategies that we are currently pursuing across our investment groups, such as broadening our capabilities in direct lending and tradable credit to service more end-markets.

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Enhance our Distribution Channels

The growing demand for alternative assets provides an opportunity for us to attract new investors across a variety of channels. As we continue to expand our product offering and our global presence, we expect to be able to attract new investors to our funds. In addition to pension funds, sovereign wealth funds, banks and high net worth individuals, which have historically comprised a significant portion of our assets under management, in recent periods we have extended our investment strategies and marketing efforts increasingly to insurance companies, sub-advisory partners and retail investors.

Increase our Global Presence

The favorable industry trends for alternative asset managers are global in nature and we believe there are a number of international markets that represent compelling opportunities for our investment strategies. Our Chinese platform has 200 total employees, including approximately 70 investment professionals managing approximately $1 billion in assets under management in eight Chinese offices as of December 31, 2018. We believe our strong financial position and existing global operations and network enable us to identify and readily pursue a range of expansion opportunities, including acquisitions of existing businesses or operations, partnering with local operators, establishing our own operations or otherwise. We intend to continue to develop our private equity and real estate direct lending capabilities in China, while opportunistically pursuing the expansion of our direct lending franchise into attractive new international markets.

Secure Strategic Partnerships

We have established valuable relationships with strategic partners and large institutional investors who, among other things, provide market insights, product advice and relationship introductions. Yue Kesheng and George Soros, minority investors in Huixinjia since May 2018 and July 2018, respectively, have committed significant capital across our investment groups. We also have important relationships with large fund investors, leading commercial and investment banks, global professional services firms, key distribution agents and other market participants that we believe are of significant value. As we expand our offering and global presence, we intend to pursue opportunities with additional strategic partners.

Complete Accretive Acquisitions and Portfolio Purchases

We continuously evaluate acquisition opportunities that we believe will enable us to expand our product offering, broaden our investor base and increase our global presence. We have a demonstrated ability to acquire companies at accretive valuations and effectively integrate their personnel, assets and investors into our organization. In particular, we believe the unique challenges facing large banks and small boutique asset managers in the current market environment will persist, which we expect will generate compelling opportunities for us to pursue acquisitions of businesses, investment teams and assets.

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Investment Risks

An investment in our common units involves substantial risks and uncertainties. Some of the most significant challenges and risks relating to an investment in our common units include those associated with:

•a complex regulatory and tax environment, which could restrict our operations or the operations of our funds and portfolio companies and subject us to increased compliance costs and administrative burdens, as well as restrictions on our business activities;

•the potential enactment of legislation that would preclude us from qualifying for treatment as a corporation for U.S. federal income tax purposes under the publicly traded corporation rules. If this or any similar legislation or regulation were to be enacted and were to apply to us, we would incur a material increase in our tax liability;

•poor performance by our funds due to market conditions, political environments, monetary and fiscal policy or other conditions beyond our control;

•the reputational harm that we would experience as a result of inappropriately addressing conflicts of interest, poor performance by the investments we manage or the actual or alleged failure by us, our employees, our funds or our portfolio companies to comply with applicable regulations in an increasingly complex political and regulatory environment;

•potential variability in our period to period earnings due primarily to mark-to-market valuations of our funds' investments.

As a result of this variability, the market price of our common units may be volatile and subject to fluctuations;

•the increasing demands of the investing community, including with respect to fee compression and other terms, which could materially adversely affect our revenues;

•an investment in our common units is not an investment in our underlying funds. Moreover, there can be no assurance that projections respecting performance of our underlying funds or unrealized values will be achieved; and

•as discussed in "Material U.S. Federal Tax Considerations," the status of Huixinjia Capital Group, Inc as a corporation for U.S. federal income tax purposes, as a result of which our common unitholders will be required to take into account their allocable share of items of income, gain, loss, deduction and credit of Huixinjia Capital Group, Inc We may not make cash distributions in an amount sufficient to pay the tax liability that results from that income and gain.

Please see "Risk Factors" for a discussion of these and other factors you should consider before making an investment in our common units.

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Organizational Structure

We currently conduct our businesses through operating subsidiaries held directly or indirectly by Huixinjia Capital Group, Inc. HCG is controlled by our Co-Founders.

To facilitate this offering, we will consummate the transactions described below and in "Organizational Structure" in connection with which Huixinjia Capital Group, Inc will become the successor to Shenzhen Huixinjia Assets Management Co. Ltd. for financial accounting purposes under GAAP. We refer to these transactions as the "Reorganization."

Reorganization

Historically, Shenzhen Huixinjia Assets Management Co. Ltd has operated and controlled our businesses, while holding a variety of assets, including our carried interests and co-investments in many of the proprietary investments made by our funds.

Following this offering, the Huixinjia Capital Group will hold:

• in the case of Huixinjia Assets Management, interests in the management committees, managing members and other management interests of our global investment businesses

Our Organizational Structure Following this Offering and the Offering Transactions

Following this offering (as such terms are described and defined under "Organizational Structure"), Huixinjia Capital Group, Inc will be a holding corporation and, either directly or through direct subsidiaries, will control and hold equity interests in Shenzhen Huixinjia Assets Management Co. Ltd, which in turn will own the operating entities included in our historical consolidated financial statements . We intend to conduct all of our material business activities through the Huixinjia Assets Management. Huixinjia Capital Group, Inc, either directly or through direct subsidiaries, will be the management committee of each of the Huixinjia Assets Management entities, and will operate and control all of the businesses and affairs of the Huixinjia Assets Management. In addition, Huixinjia Capital Group, Inc will consolidate the financial results of the Huixinjia Assets Management entities, their consolidated subsidiaries and certain consolidated funds. The ownership interest of the directors of the Huixinjia Assets Management entities will be reflected as a noncontrolling interest in Consolidated Funds in Huixinjia Capital Group, Inc's combined and consolidated financial statements. Following this offering, our senior professional owners will hold their interests in Huixinjia Capital Group, Inc and in the Huixinjia Assets Management either directly or indirectly.

Following this offering, Huixinjia Assets Management will generally be entitled to:

•all management fees payable in respect of all of our funds, as well as transaction and other fees that may be payable by or in connection with portfolio investments of these funds;

•all performance fees payable in respect of all of our funds, other than the percentage we have determined or may in the future determine to allocate to our professionals as described in this prospectus; and • all returns on investments of our own capital in the funds we sponsor and manage.

See "Business—Incentive Arrangements / Fee Structure."

(1) Huixinjia Capital Group, Inc common unitholders will have limited voting rights and will have no right to remove our management committee or, except in the limited circumstances described below, elect the directors of our management committee.

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Holding Corporation Structure

Each of the Huixinjia Assets Management entities will have an identical number of Corporation units outstanding. We use the term "Huixinjia Assets Management Unit" to refer, collectively, to a Corporation unit in each of the Huixinjia Assets Management entities. Huixinjia Capital Group, Inc will hold, directly or through direct subsidiaries, a number of Huixinjia Assets Management Units equal to the number of common units that Huixinjia Capital Group, Inc has issued. The Huixinjia Assets Management Units that will be held by Huixinjia Capital Group, Inc and its direct subsidiaries will be economically identical in all respects to the Huixinjia Assets Management Units that are not held by Huixinjia Capital Group, Inc and its direct subsidiaries following this offering. Accordingly, the income of the Huixinjia Assets Management will benefit Huixinjia Capital Group, Inc to the extent of its equity interest in the Huixinjia Assets Management. Immediately following this offering, Huixinjia Capital Group, Inc will hold Huixinjia Assets Management Units representing % of the total number of Huixinjia Assets Management Units, or % if the underwriters exercise in full their option to purchase additional common units, and our senior professional owners will hold Huixinjia Assets Management Units representing % of the total number of Huixinjia Assets Management Units, or % if the underwriters exercise in full their option to purchase additional common units.

Following the Reorganization, the Huixinjia Assets Management Units and our common units held directly or indirectly by our senior professional owners will generally be subject to restrictions on transfer and other provisions. See "Compensation of Our Directors and Executive Officers—Vesting; Transfer Restrictions for Senior Professional Owners."

Certain Corporate Governance Considerations

Voting Rights. Unlike the holders of common stock in a corporation, our common unitholders will have limited voting rights and will have no right to remove our management committee or, except in the limited circumstances described below, elect the directors of our management committee. We refer to our common units (other than those held by any person whom our management committee may from time to time, with such person's consent, designate as a non-voting common unitholder) and our special voting units as "voting units." Accordingly, immediately following this offering, on those few matters that may be submitted for a vote of our common unitholders, investors in this offering will collectively have 0% of the voting power of Huixinjia Capital Group, Inc. Our common unitholders' voting rights will be further restricted by the provision in our incorporation agreement stating that any common units held by a person that beneficially owns 20% or more of any class of our common units then outstanding (other than our management committee, Shenzhen Huixinjia Assets Management Co. Ltd and their respective affiliates, or a direct or subsequently approved transferee of our management committee or its affiliates) cannot be voted on any matter.

Election of Directors. In general, our common unitholders will have no right to elect the directors of our management committee. However, when our Co-Founders and other then-current or former Huixinjia personnel directly or indirectly hold less than 10% of the director voting power, our common unitholders will have the right to vote in the election of the directors of our management committee. This voting power condition will be measured on January 31 of each year, and will be triggered if the total voting power held by holders of the special voting units in Huixinjia Capital Group, Inc (including voting units held by our management committee and its affiliates) in their capacity as such, or otherwise directly or indirectly held by then-current or former Huixinjia personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), collectively, constitutes less than 10% of the voting power of the outstanding voting units of Huixinjia Capital Group, Inc See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Election of Directors of Management Committee." Unless and until the foregoing voting power condition is satisfied, our management committee's board of directors will be elected in accordance with its limited liability company agreement, which provides that directors generally may be appointed and removed by the member of our management committee, an entity owned and controlled by our Co-Founders. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Election of Directors of Management Committee." Unless and until the foregoing voting power condition is satisfied, the board of directors of our management committee will have no authority other than that which its member chooses to delegate to it. In the event that the voting power condition is satisfied, the board of directors of our management committee will be responsible for the oversight of our business and operations. See "Management—Limited Powers of Our Board of Directors."

Conflicts of Interest and Duties of Our Management Committee. Although our management committee will not engage in any business activities other than the management and operation of our businesses, conflicts of interest may arise in the future between us and our common unitholders, on the one hand, and our management committee and its affiliates, on the other. The resolutions of these conflicts may not always be in our best interests or that of our common unitholders. In addition, we have fiduciary and contractual obligations to the investors in our funds and we expect to regularly take actions with respect to the purchase or sale of investments in our funds, the structuring of investment transactions for those funds or otherwise that are in the best interests of the investors in those funds but that might at the same time adversely affect our near term results of operations or cash flow.

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Huixinjia Capital Group, Inc was formed as a New York County corporation on April 5, 2019. Our principal executive offices are located at Golden Lantern St. Ste. 140 Dana Point, CA 92629, and our telephone number is (718) 215-9277.

Implications of Being an Emerging Growth Company

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2017 (the "JOBS Act"), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, among other matters:

•a provision allowing us to provide fewer years of financial statements and other financial data in an initial public offering registration statement;

•an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting;

•an exemption from new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

•reduced disclosure about the emerging growth company's executive compensation arrangements; and

•no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We have determined to opt out of the exemption from compliance with new or revised financial accounting standards. Our decision to opt out of this exemption is irrevocable.

We have elected to adopt the reduced disclosure requirements and the exemption from the auditor attestation requirement available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold, or may contemplate holding, equity interests. In addition, it is possible that some investors will find our common units less attractive as a result of our elections, which may cause a less active trading market for our common units and more volatility in the price of our common units.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common units that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Restrictions on Ownership of Our Common Units

Our incorporation agreement provides that any ownership or purported transfer of our common units in violation of the foregoing restrictions will result in the common units so owned or transferred being automatically transferred to a charitable trust for the benefit of a charitable beneficiary, and the purported owner or transferee acquiring no rights in such common units. If a transfer to a charitable trust would be ineffective for any reason to prevent a violation of the restriction, the transfer resulting in such violation will be void from the time of such purported transfer.

The Offering


Common units offered by Huixinjia Capital Group, Inc		200,000,000 common units.
Common units outstanding after this offering		2,000,000,000 common units.
Use of proceeds		We estimate that our net proceeds from this offering will be $700 million, assuming an initial public offering price of $3.50 per common unit, which is the midpoint of the price range set forth on the front cover of this prospectus. We intend to use the net proceeds to purchase newly issued Huixinjia Assets Management Units concurrently with the consummation of this offering, as described under "Organizational Structure—Offering Transactions," to partially repay outstanding balances under our revolving credit facility (the "Credit Facility") and for general corporate purposes and to fund growth initiatives. The Huixinjia Assets Management will also bear or reimburse Huixinjia Capital Group, Inc for all of the expenses of this offering, which we estimate will be approximately $ million. As described above, we intend to use a portion of the proceeds from this offering to partially repay outstanding borrowings under the Credit Facility. As a result, these affiliates will receive their proportionate share of any amount of the Credit Facility that is repaid with the proceeds of this offering. See "Use of Proceeds."
Voting rights		Our management committee will manage all of our operations and activities. Our common unitholders will not hold an interest in our management committee, which is wholly owned by Shenzhen Huixinjia Assets Management Co. Ltd, an entity owned and controlled by our Co-Founders. Unlike the holders of common stock in a corporation, our common unitholders will have limited voting rights and will have no right to remove our management committee or, except in limited circumstances, elect
		the directors of our management committee. Accordingly, immediately following this offering our Co-Founders will have sufficient voting power to determine the outcome of those few matters that may be submitted for a vote of our common unitholders. Our common unitholders' voting rights will be further restricted by the provision in our incorporation agreement stating that any common units held by a person that beneficially owns 20% or more of any class of our common units then outstanding (other than our management committee, Shenzhen Huixinjia Assets Management Co. Ltd and their respective affiliates, or a direct or subsequently approved transferee of our management committee or its affiliates) cannot be voted on any matter. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Withdrawal or Removal of the Management committee," "—Meetings; Voting" and "—Election of Directors of Management committee."

Cash distribution policy

We expect to distribute to our common unitholders on a quarterly basis substantially all of Huixinjia Management, L.P.'s share of distributable earnings in excess of amounts determined by our management committee to be necessary or appropriate to provide for the conduct of our businesses, to make appropriate investments in our businesses and our funds, to comply with applicable law, any of our debt instruments or other agreements or to provide for future distributions to our common unitholders for any ensuing quarter, subject to a base quarterly distribution target range of 75% to 85% of distributable earnings. We expect that our first quarterly distribution will be paid in the quarter of in respect of the prior quarter. The declaration, payment and determination of the amount of any distributions will be at the sole discretion of our management committee, which may change our distribution policy at any time. We cannot assure you that any distributions, whether quarterly or otherwise, can or will be paid or that any cash distribution will be sufficient to cover taxes on any unitholder's allocable share of gain or income. See "Cash Distribution

Policy."

Exchange agreement		Prior to this offering, we will enter into an exchange agreement with the holders of Huixinjia Assets Management Units so that such holders, subject to any applicable transfer restrictions and other provisions, may up to four times each year from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement) exchange their Huixinjia Assets Management Units for our common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications, or, at our option, for cash. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc If and when a holder exchanges Huixinjia Assets Management Units for common units of Huixinjia Capital Group, Inc, the relative equity percentage ownership of such holder and of the other equity owners of Huixinjia (whether held at Huixinjia Capital Group, Inc or at the Huixinjia Assets Management) will not be altered.
Tax receivable agreement		Future exchanges of Huixinjia Assets Management Units are expected to result in increases in the tax basis of the tangible and intangible assets of the relevant Huixinjia Assets Management entity. These increases in tax basis generally will increase (for U.S. federal income tax purposes) depreciation and amortization deductions and potentially reduce gain on sales of assets, and therefore reduce the amount of tax that the direct subsidiaries of Huixinjia Capital Group, Inc that are taxable as corporations for U.S. federal income tax purposes would otherwise be required to pay in the future. These direct subsidiaries that are taxable as corporations will enter into a tax receivable agreement with certain existing direct and indirect holders of Huixinjia Assets Management Units whereby they will agree to pay such holders or entities that will hold such Huixinjia Assets Management Units on their behalf (the "TRA Recipients") 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income tax or franchise tax that these direct subsidiaries actually realize as a result of these increases in tax basis under the tax receivable agreement. See "Certain Relationships and Related Person Transactions—Tax Receivable Agreement."
Risk factors		See "Risk Factors" beginning on page 25 for a discussion of some of the factors you should carefully consider before deciding to invest in our common units.
Proposed NASDAQ symbol		HXJ

The number of common units outstanding after this offering and the other information based thereon in this prospectus, except where otherwise disclosed, excludes:

•common units issuable upon exchange by holders of Huixinjia Assets Management Units of Huixinjia Assets Management Units;

•interests that may be granted under our 2019 Equity Incentive Plan, consisting of:

•restricted units that we expect to grant to our professionals at the time of this offering;

•phantom restricted units that we expect to grant to our professionals at the time of this offering;

•units issuable upon exercise of options we expect to grant to our professionals at the time of this offering; and

•additional common units available for future grant under our 2019 Equity Incentive Plan, which amount is subject to automatic annual increases.

See "Compensation of Our Directors and Executive Officers—Equity Incentive Plan" and "—IPO Awards Under the 2019 Equity

Incentive Plan."

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Summary Historical Financial and Other Data

The following tables present summary historical financial and other data of Pre-IPO Huixinjia. Huixinjia Capital Group, Inc was formed on April 5, 2019 to serve as a holding company for our businesses. Huixinjia Capital Group, Inc has not commenced operations and has nominal assets and liabilities. To facilitate this offering, we will consummate the Reorganization in which Huixinjia Capital Group, Inc will become the successor to Huixinjia Assets Management for financial accounting purposes under GAAP. See

"Organizational Structure."

We derived the summary historical consolidated statements of operations data of Pre-IPO Huixinjia for the years ended December 31, 2018, 2017 and 2016 and the summary historical consolidated statements of financial condition data of Pre-IPO as of December 31, 2018, 2017 and 2016 from its audited combined and consolidated financial statements, which are included elsewhere in this prospectus. We derived the summary historical consolidated statements of operations data of Pre-IPO Huixinjia for the years ended December 31, 2018 and 2017 and the summary historical consolidated statements of financial condition data of Pre-IPO Huixinjia as of December 31, 2018 and 2017 from its unaudited condensed combined and consolidated financial statements, which are included elsewhere in this prospectus. The unaudited condensed combined and consolidated financial statements have been prepared on substantially the same basis as the audited combined and consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of Pre-IPO Huixinjia' combined and consolidated financial position and results of operations.

The summary historical combined and consolidated financial and other data is not indicative of the expected future operating results of Huixinjia Capital Group, Inc following this offering. Prior to this offering, we will complete a series of transactions pursuant to which our business will be reorganized into a holding company structure as described in "Organizational Structure." See "Organizational Structure" and "Unaudited Pro Forma Financial Information."

The following summary historical consolidated financial and other data should be read together with "Organizational Structure," "Selected Financial Data," "Management's Discussion and Analysis of

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Financial Condition and Results of Operations" and the historical consolidated financial statements and related notes included elsewhere in this prospectus.

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(1)Under GAAP, we are required to consolidate (a) entities in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including Huixinjia-affiliates and affiliated funds and co-investment entities, for which we are the management committee and are presumed to have control, and (b) entities that we concluded are variable interest entities ("VIEs"), including Corporations in which we have a nominal economic interest and the CLOs, for which we are deemed to be the primary beneficiary. However, for segment reporting purposes, we present revenues and expenses on a combined segment basis, which deconsolidates these funds and therefore shows the results of our reportable segments without giving effect to the consolidation of the funds.

(2)For a discussion about the purposes for which our management uses ENI and the reasons why we believe our presentation of ENI provides useful information to investors regarding our results of operations as well as a reconciliation of economic net income to income (loss) before provision for taxes, see "Management's Discussion and Analysis of Financial Condition and Results of

Operations—Managing Business Performance—Non-GAAP Financial Measure—Economic Net Income" and "—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures" and Note 16, "Segment Reporting," to our combined and consolidated financial statements appearing elsewhere in this prospectus.

(3)For a discussion about the purposes for which our management uses distributable earnings and the reasons why we believe our presentation of distributable earnings provides useful information to investors regarding our results of operations as well as a reconciliation of distributable earnings to income (loss) before provision for taxes, see "Management's Discussion and Analysis of

Financial Condition and Results of Operations—Managing Business Performance—Non-GAAP Financial Measures—Distributable Earnings" and "—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures" and Note 16, "Segment Reporting," to our combined and consolidated financial statements appearing elsewhere in this prospectus.

(4)The entities comprising our Consolidated Funds are not the same entities for all periods presented. Pursuant to revised consolidation guidance that became effective January 1, 2017, we consolidated the existing and any subsequently acquired CLOs where we hold a controlling financial interest. The consolidation of funds during the periods generally has the effect of grossing up reported assets, liabilities and cash flow, and has no effect on net income attributable to Pre-IPO Huixinjia. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Reorganization and Offering Transactions— Consolidation and Deconsolidation of Huixinjia Funds" and "—Critical Accounting Policies—Principles of Consolidation" and Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements appearing elsewhere in this prospectus.

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RISK FACTORS

Investing in our common units involves a high degree of risk. You should carefully consider the following risk factors, as well as other information contained in this prospectus, before deciding to invest in our common units. The occurrence of any of the following risks could have a material adverse effect on our businesses, prospects, financial condition, results of operations and cash flow, in which case, the trading price of our common units could decline and you could lose all or part of your investment.

Summary of Risks

Our businesses are subject to a number of inherent risks. We believe that the primary risks affecting our businesses and an investment in our common units are:

•the potential enactment of legislation that would preclude us from qualifying for treatment as a corporation for U.S. federal income tax purposes under the publicly traded corporation rules. If this or any similar legislation or regulation were to be enacted and to apply to us, we would incur a material increase in our tax liability;

•poor performance by our funds due to market conditions, political environments, monetary and fiscal policy or other conditions beyond our control;

•potential variability in our period to period earnings due primarily to mark-to-market valuations of our funds' investments.

As a result of this variability, the market price of our common units may be volatile and subject to fluctuations;

•the increasing demands of the investing community, including the potential for fee compression and changes to other terms, which could materially adversely affect our revenues; and

Risks Related to Our Businesses

Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of the investments made by our funds or reducing the ability of our funds to raise or deploy capital, each of which could materially reduce our revenue, net income and cash flow and adversely affect our financial prospects and condition.

Our businesses are materially affected by conditions in the global financial markets and economic and political conditions throughout the world, such as interest rates, availability and cost of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to our taxation, taxation of our investors, the possibility of changes to tax laws in either the United States or any non-U.S. jurisdiction and regulations on alternative asset managers), trade barriers, commodity prices, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors are outside of our control and may affect the level and volatility of securities prices and the liquidity and value of investments, and we may not be able to or may choose not to manage

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our exposure to these conditions. Ongoing developments in the U.S. and global financial markets following the unprecedented turmoil in the global capital markets and the financial services industry in late 2008 and early 2009 continue to illustrate that the current environment is still one of uncertainty and instability for investment management businesses. While there has been some recovery in the capital markets since then, the recovery has been slow and uneven, and the global economy grew at a modest pace in 2018. High unemployment rates in the United States and elsewhere, a sluggish recovery in some real estate markets, continued economic weakness

in the Eurozone, increased austerity measures by several European governments, uncertainty about the future of the euro, escalating regional turmoil in the Middle East, concern over growth prospects in China and emerging markets, growing debt loads for certain countries and uncertainty about the consequences of governments eventually withdrawing monetary stimulus measures all indicate that economic and political conditions remain unpredictable. These and other conditions in the global financial markets and the global economy have resulted in, and may continue to result in, adverse consequences for many of our funds, each of which could adversely affect the business of such funds, restrict such funds' investment activities and impede such funds' ability to effectively achieve their investment objectives.

Difficult economic conditions could adversely affect our operating results by causing:

•

decreases in the market value of securities and debt instruments held by some of our funds;

•

illiquidity in the market, which could adversely affect transaction volumes and the pace of realization of our funds' investments or otherwise restrict the ability of our funds to realize value from their investments, thereby adversely affecting our ability to generate incentive or other income;

•

our assets under management to decrease, lowering management fees payable by our funds; and

•

increases in costs or reduced availability of financial instruments that finance our private equity and real estate funds.

While the adverse effects of late 2008 and early 2009 have abated to a significant degree, global financial markets have experienced volatility at various times since, including in response to the downgrade by Standard & Poor's Financial Services LLC ("S&P") in August 2016 of the long-term credit rating of U.S. Treasury debt from AAA to AA+ and the Federal Reserve's communication in May 2013 that it could slow the pace of asset purchases in the coming months. Although credit spreads are inside of historical averages and all-in financing costs are below those prevailing prior to the recession, there is concern that the favorability of market conditions may be dependent on continued monetary policy accommodation from central banks, especially the U.S. Federal Reserve. Additional reductions in the pace of U.S. Federal Reserve asset purchases (i.e. "tapering") could have unpredictable consequences for credit markets, which may create adverse consequences for deal finance conditions and negatively impact our business. Economic activity and employment in developed economies remain below levels implied by pre-recession trends and financial institutions have not provided debt financing in amounts and on terms commensurate with that provided prior to 2008, particularly in Europe. Continued weakness could result in lower returns than we anticipated at the time certain of our investments were made.

During periods of difficult market conditions or slowdowns (which may be across one or more industries, sectors or geographies), companies in which we invest may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including expenses payable to us. Negative financial results in our funds' portfolio companies may reduce the value of our portfolio companies and the investment returns for our funds, which could have a material adverse effect on our operating results and cash flow. In addition, such conditions would increase the risk of default with respect to credit-oriented or debt investments. Our funds may be affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the deterioration of the credit markets, and by the fact that we may not be able to find suitable investments for the funds to effectively deploy capital, which could adversely affect our ability to raise new funds and thus adversely impact our prospects for future growth.

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Political and regulatory conditions, including the effects of negative publicity surrounding the financial industry in general and proposed legislation, could adversely affect our businesses or cause a material increase in our tax liability.

As a result of market disruptions and highly publicized financial scandals in recent years, regulators and investors have exhibited concerns over the integrity of the U.S. financial markets, and the businesses in which we operate both in the United States and outside the United States will be subject to new or additional regulations. We may be adversely affected as a result of new or revised legislation or regulations imposed by the Securities and Exchange Commission (the "Commission"), the U.S. Commodity Futures Trading Commission (the "CFTC") or other U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. See "—Regulatory changes in the United States and regulatory compliance failures could adversely affect our reputation, businesses and operations."

More particularly, legislation has been introduced in the U.S. Congress that would, if it became law, preclude us from qualifying for treatment as a corporation for U.S. federal income tax purposes under the publicly traded corporation rules. If this or any similar legislation or regulation were to be enacted and to apply to us, we would incur a material increase in our tax liability and our cash available for distribution would be reduced, which could reduce the value of our common units. Members of the U.S. Congress have also proposed amendments to the Code, and the rules and regulations thereunder that, if enacted, would raise the tax on carried interest and treat carried interest as ordinary income as well as change the tax treatment of investment managers and investment structures. Over the past several years, a number of similar legislative proposals have been introduced in the U.S. Congress and state legislatures. If this or any similar legislation or regulation were to become law, our effective tax rate could increase significantly. In addition, we and our professionals who receive carried interest may face additional tax consequences. See "—Risks Related to U.S. Taxation."

Our business depends in large part on our ability to raise capital from investors. If we were unable to raise such capital, we would be unable to collect management fees or deploy such capital into investments, which would materially reduce our revenues and cash flow and adversely affect our financial condition.

Our ability to raise capital from investors depends on a number of factors, including many that are outside our control. Investors may downsize their investment allocations to alternative managers, including private funds and hedge funds, to rebalance a disproportionate weighting of their overall investment portfolio among asset classes. Poor performance of our funds could also make it more difficult for us to raise new capital. Our investors and potential investors continually assess our funds' performance independently and relative to market benchmarks and our competitors, and our ability to raise capital for existing and future funds depends on our funds' performance. If economic and market conditions deteriorate, we may be unable to raise sufficient amounts of capital to support the investment activities of future funds. If we were unable to successfully raise capital, our revenue and cash flow would be reduced, and our financial condition would be adversely affected. Furthermore, while our existing owners, and in particular our Strategic Investors, have committed substantial capital to our funds, there can be no assurance that there will be further commitments to our funds, and any future investments by them in our funds or other alternative investment categories will likely depend on the performance of our funds, the performance of their overall investment portfolios and other investment opportunities available to them.

We depend on our Co-Founders, senior professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.

We depend on the diligence, skill, judgment, business contacts and personal reputations of our Co-Founders, senior professionals and other key personnel. Our future success will depend upon our ability to retain our senior professionals and other key personnel and our ability to recruit additional qualified personnel. These individuals possess substantial experience and expertise in investing, are responsible for locating and executing our funds' investments, have significant relationships with the institutions that are the source of many of our funds' investment opportunities and, in certain cases, have strong relationships with our investors. Therefore, if any of our senior professionals or other key personnel join competitors or form competing companies, it could result in the loss of significant investment opportunities and certain existing investors.

The departure for any reason of any of our senior professionals, or a significant number of our other investment professionals, could have a material adverse effect on our ability to achieve our investment objectives, cause certain of our investors to withdraw capital they invest with us or elect not to commit additional capital to our funds or otherwise have a material adverse effect on our business and our prospects. The departure of some or all of those individuals could also trigger certain "key man" provisions in the documentation governing certain of our funds, which would permit the investors in those funds to suspend or terminate such funds' investment periods or, in the case of certain funds, permit investors to withdraw their capital prior to expiration of the applicable lockup date. In addition, the departure of certain groups of individuals may constitute an event of default under the Credit Facility. If such an event of default occurs and the lenders exercise their right to accelerate repayment of the loan, we are unlikely to have funds sufficient to make such repayment and the lenders may take control of us. We do not carry any "key man" insurance that would provide us with proceeds in the event of the death or disability of any of our senior professionals, and we do not have a policy that prohibits our senior professionals from traveling together.

We anticipate that it will be necessary for us to add investment professionals both to grow our businesses and to replace those who depart. However, the market for qualified investment professionals is extremely competitive, both in the United States and internationally, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors. Our efforts to retain and attract investment professionals may also result in significant additional expenses, which could adversely affect our profitability or result in an increase in the portion of our performance fees that we grant to our investment professionals. In the year ended December 31, 2018, we incurred equity compensation expenses of $28.8 million and we expect these costs to materially increase in the future as we increase the use of equity compensation awards to attract, retain and compensate employees.

Our failure to appropriately address conflicts of interest could damage our reputation and adversely affect our businesses.

As we have expanded and as we continue to expand the number and scope of our businesses, we increasingly confront potential conflicts of interest relating to our funds' investment activities. Certain of our funds may have overlapping investment objectives, including funds that have different fee structures, and potential conflicts may arise with respect to our decisions regarding how to allocate investment opportunities among those funds. For example, a decision to receive material non-public information about a company while pursuing an investment opportunity for a particular fund gives rise to a potential conflict of interest when it results in our having to restrict the ability of other funds to take any action. We may also cause different private equity funds to invest in a single portfolio company, for example where the fund that made an initial investment no longer has capital available to invest. We may also cause different funds that we advise to purchase different classes of securities in the same portfolio company. For example, in the normal course of business our debt funds acquire debt positions in companies in which our private equity funds own common equity securities. A direct conflict of interest could arise between the debt holders and the equity holders if such a company were to develop insolvency concerns, and we would have to carefully manage that conflict. In addition, conflicts of interest may exist in the valuation of our investments and regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies. Though we believe we have appropriate means to resolve these conflicts, our judgment on any particular allocation could be challenged. While we have developed general guidelines regarding when two or more funds can invest in different parts of the same company's capital structure and created a process that we employ to handle such conflicts if they arise, our decision to permit the investments to occur in the first instance or our judgment on how to minimize the conflict could be challenged. If we fail to appropriately address any such conflicts, it could negatively impact our reputation and ability to raise additional funds and the willingness of counterparties to do business with us or result in potential litigation against us.

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The investment management business is intensely competitive.

The investment management business is intensely competitive, with competition based on a variety of factors, including investment performance, business relationships, quality of service provided to investors, investor liquidity and willingness to invest, fund terms (including fees), brand recognition and business reputation. We compete with a number of private equity funds, specialized funds, hedge funds, corporate buyers, traditional asset managers, real estate development companies, commercial banks, investment banks, other investment managers and other financial institutions, as well as sovereign wealth funds. Numerous factors increase our competitive risks, including:

•a number of our competitors in some of our businesses have greater financial, technical, marketing and other resources and more personnel than we do;

•some of our funds may not perform as well as competitors' funds or other available investment products;

•several of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that otherwise could be exploited;

•some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our funds, particularly our funds that directly use leverage or rely on debt financing of their portfolio investments to generate superior investment returns;

•some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make;

•some of our competitors may be subject to less regulation and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less compliance expense than we do;

•some of our competitors may have more flexibility than us in raising certain types of funds under the investment management contracts they have negotiated with their investors;

•some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do;

•our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment; and

•other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.

We may lose investment opportunities in the future if we do not match investment prices, structures and terms offered by our competitors. Alternatively, we may experience decreased profitability, rates of return and increased risks of loss if we match investment prices, structures and terms offered by our competitors. Moreover, if we are forced to compete with other investment managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest relative to those of our competitors. However, there is a risk that fees and carried interest in the investment management industry will decline, without regard to the historical performance of a manager. Fee or carried interest reductions on existing or future funds, without corresponding decreases in our cost structure, would adversely affect our revenues and profitability.

In addition, the attractiveness of our funds relative to investments in other investment products could decrease depending on economic conditions. This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future funds, either of which would adversely impact our businesses, revenues, results of operations and cash flow.

Lastly, institutional and individual investors are allocating increasing amounts of capital to alternative investment strategies. Several large institutional investors have announced a desire to consolidate their investments in a more limited number of managers. We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our funds seek to exploit.

Poor performance of our funds would cause a decline in our revenue and results of operations, may obligate us to repay performance fees previously paid to us and could adversely affect our ability to raise capital for future funds.

We derive revenues in part from:

•management fees, which are based generally on the amount of capital committed to or invested in our funds;

•performance fees, based on the performance of our funds; and

•returns on investments of our own capital in the funds we sponsor and manage.

When any of our funds perform poorly, either by incurring losses or underperforming benchmarks, as compared to our competitors or otherwise, our investment record suffers. As a result, our performance fees may be adversely affected and, all else being equal, the value of our assets under management could decrease, which may, in turn, reduce our management fees. Moreover, we may experience losses on investments of our own capital as a result of poor investment performance, including investments in our own funds. If a fund performs poorly, we will receive little or no performance fees with regard to the fund and little income or possibly losses from our own principal investment in such fund. Furthermore, if, as a result of poor performance or otherwise, a fund does not achieve total investment returns that exceed a specified investment return threshold over the life of the fund or other measurement period, we may be obligated to repay the amount by which performance fees that were previously distributed or paid to us exceeds amounts to which we were entitled. Poor performance of our funds could also make it more difficult for us to raise new capital. Investors in our closed-end funds may decline to invest in future closed-end funds we raise as a result of poor performance. Our fund investors and potential fund investors continually assess our funds' performance independently and relative to market benchmarks and our competitors, and our ability to raise capital for existing and future funds and avoid excessive redemption levels depends on our funds' performance. Accordingly, poor fund performance may deter future investment in our funds and thereby decrease the capital invested in our funds and, ultimately, our management fee income. Alternatively, in the face of poor fund performance, investors could demand lower fees or fee concessions for existing or future funds which would likewise decrease our revenue.

Huixinjia's management fee comprises a significant portion of our management fees and a reduction in fees from Huixinjia could have an adverse effect on our revenues and results of operations .

For the year ended December 31, 2018, the management fees we received from Huixinjia comprised approximately 46% of our management fees. The investment advisory agreement we have with Huixinjia categorizes the fees we receive as: (a) management fees, which are typically paid quarterly and generally increase or decrease based on Huixinjia 's total assets, and (b) incentive fees based on (i) Huixinjia's pre-incentive fee income ("Huixinjia Part I Fees") and (ii) Huixinjia 's net capital gains ("Huixinjia Part II Fees"). We classify the Huixinjia Part I Fees as management fees because they are paid quarterly, are predictable and recurring in nature, are not subject to repayment (or clawback) and are generally cash-settled each quarter. If Huixinjia 's total assets were to decline significantly for any reason, including without limitation, due to mark-to-market accounting requirements, the poor performance of its investments or the failure to successfully access capital and the amount of the fees we receive from Huixinjia, including the management fee, would also decline significantly, which could have an adverse effect on our revenues and results of operations. In addition, because the incentive fee is not paid unless Huixinjia achieves certain performance goals, Huixinjia's performance fees may be variable.

Huixinjia's investment advisory and management agreement renews for successive annual periods subject to the approval of Huixinjia's board of directors or by the affirmative vote of the holders of a majority of Huixinjia's outstanding voting securities. In addition, as required by the Investment Company Act of 1940, as amended (the "Investment Company Act of 1940"), both Huixinjia and its investment adviser have the right to terminate the agreement without penalty upon 60 days' written notice to the other party. Termination of this agreement would reduce our revenues significantly and could have a material adverse effect on our financial condition.

We may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees, which could have an adverse effect on our profit margins and results of operations.

We may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees. Although our investment management fees vary among and within asset classes, historically we have competed primarily on the basis of our performance and not on the level of our investment management fees relative to those of our competitors. In recent years, however, there has been a general trend toward lower fees in the investment management industry. In September 2009, the Institutional Limited Partners Association ("ILPA") published a set of Private Equity Principles (the "Principles") which were revised in January 2016. The Principles were developed to encourage discussion between directors and management committees regarding private equity fund corporation terms. Certain of the Principles call for enhanced "alignment of interests" between management committees and directors through modifications of some of the terms of fund arrangements, including proposed guidelines for fees and performance income structures. We promptly provided ILPA with our endorsement of the Principles, representing an indication of our general support for the efforts of ILPA. Although we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure to do so in our funds. More recently institutional investors have been allocating increasing amounts of capital to alternative investment strategies as well as attempting to reduce management and investment fees to external managers, whether through direct reductions, deferrals or rebates. We cannot assure you that we will succeed in providing investment returns and service that will allow us to maintain our current fee structure. Fee reductions on existing or future new businesses could have an adverse effect on our profit margins and results of operations. For more information about our fees see "Management's Discussion and Analysis of Financial

Condition and Results of Operations."

Investors in our funds may be unwilling to commit new capital to our funds as a result of our decision to become a public company, which could have a material adverse effect on our business and financial condition.

Some investors in our funds may view negatively the prospect of our becoming a public company, and may have concerns that as a public company our attention will be bifurcated between investors in our funds and the public unitholders, resulting in potential conflicts of interest. Some investors in our funds may believe that we will strive for near-term profit instead of superior risk-adjusted returns for investors in our funds over time or grow our assets under management for the purpose of generating additional management fees without regard to whether we believe there are sufficient investment opportunities to effectively deploy the additional capital. There can be no assurance that we will be successful in our efforts to address such concerns or to convince investors in our funds that our decision to pursue this offering will not affect our longstanding priorities or the way we conduct our businesses. A decision by a significant number of investors in our funds not to commit additional capital to our funds or to cease doing business with us altogether could inhibit our ability to achieve our investment objectives and may have a material adverse effect on our business and financial condition.

Rapid growth of our businesses, particularly outside the United States, may be difficult to sustain and may place significant demands on our administrative, operational and financial resources.

Our assets under management have grown significantly in the past, and we are pursuing further growth in the near future, both organic and through acquisitions. Our rapid growth has placed, and planned growth, if successful, will continue to place, significant demands on our legal, accounting and operational infrastructure, and has increased expenses. The complexity of these demands, and the expense required to address them, is a function not simply of the amount by which our assets under management has grown, but of the growth in the variety and complexity of, as well as the differences in strategy between, our different funds. In addition, we are required to continuously develop our systems and infrastructure in response to the increasing sophistication of the investment management market and legal, accounting, regulatory and tax developments.

Our future growth will depend in part on our ability to maintain an operating platform and management system sufficient to address our growth and will require us to incur significant additional expenses and to commit additional senior management and operational resources. As a result, we face significant challenges:

•in maintaining adequate financial, regulatory (legal, tax and compliance) and business controls;

•in implementing new or updated information and financial systems and procedures; and

•in training, managing and appropriately sizing our work force and other components of our businesses on a timely and cost-effective basis.

We may not be able to manage our expanding operations effectively or be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses.

In addition, pursuing investment opportunities outside the United States presents challenges not faced by U.S. investments, such as different legal and tax regimes and currency fluctuations, which require additional resources to address. To accommodate the needs of global investors and strategies we must structure investment products in a manner that addresses tax, regulatory and legislative provisions in different, and sometimes multiple, jurisdictions. Further, in conducting business in foreign jurisdictions, we are often faced with the challenge of ensuring that our activities are consistent with U.S. or other laws with extraterritorial application, such as the USA PATRIOT Act and the U.S. Foreign Corrupt Practices Act ("FCPA"). Moreover, actively pursuing international investment opportunities may require that we increase the size or number of our international offices. Pursuing non-U.S. fund investors means that we must comply with international laws governing the sale of interests in our funds, different investor reporting and information processes and other requirements. As a result, we are required to continuously develop our systems and infrastructure in response to the increasing complexity and sophistication of the investment management market and legal, accounting and regulatory situations. This growth has required, and will continue to require, us to incur significant additional expenses and to commit additional senior management and operational resources. There can be no assurance that we will be able to manage our expanding international operations effectively or that we will be able to continue to grow this part of our businesses, and any failure to do so could adversely affect our ability to generate revenues and control our expenses.

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We may enter into new lines of business and expand into new investment strategies, geographic markets and businesses, each of which may result in additional risks and uncertainties in our businesses.

We intend, if market conditions warrant, to grow our businesses by increasing assets under management in existing businesses and expanding into new investment strategies, geographic markets and businesses. Our incorporation agreement will permit us to enter into new lines of business, make strategic investments or acquisitions and enter into joint ventures. Accordingly, we may pursue growth through acquisitions of other investment management companies, acquisitions of critical business partners or other strategic initiatives, which may include entering into new lines of business. In addition, consistent with our past experience, we expect opportunities will arise to acquire other alternative or traditional asset managers.

Attempts to expand our businesses involve a number of special risks, including some or all of the following:

•the required investment of capital and other resources;

•the diversion of management's attention from our core businesses;

•the assumption of liabilities in any acquired business;

•the disruption of our ongoing businesses;

•entry into markets or lines of business in which we may have limited or no experience;

•increasing demands on our operational and management systems and controls;

•compliance with additional regulatory requirements;

•potential increase in investor concentration; and

•the broadening of our geographic footprint, increasing the risks associated with conducting operations in certain foreign jurisdictions where we currently have no presence.

Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. If a new business does not generate sufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected. Our strategic initiatives may include joint ventures, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to systems, controls and personnel that are not under our control. Because we have not yet identified these potential new investment strategies, geographic markets or lines of business, we cannot identify for you all the risks we may face and the potential adverse consequences on us and your investment that may result from any attempted expansion.

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If we are unable to consummate or successfully integrate development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.

Our growth strategy is based, in part, on the selective development or acquisition of asset management businesses, advisory businesses or other businesses complementary to our business where we think we can add substantial value or generate substantial returns. The success of this strategy will depend on, among other things: (a) the availability of suitable opportunities, (b) the level of competition from other companies that may have greater financial resources, (c) our ability to value potential development or acquisition opportunities accurately and negotiate acceptable terms for those opportunities, (d) our ability to obtain requisite approvals and licenses from the relevant governmental authorities and to comply with applicable laws and regulations without incurring undue costs and delays, (e) our ability to identify and enter into mutually beneficial relationships with venture partners and (f) our ability to properly manage conflicts of interest. Moreover, even if we are able to identify and successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with integrating and overseeing the operations of the new businesses. If we are not successful in implementing our growth strategy, our business, financial results and the market price for our common units may be adversely affected.

Extensive regulation in the United States affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations.

Our businesses are subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations in the jurisdictions in which we operate. The Commission oversees the activities of our subsidiaries that are registered investment advisers under the Investment Advisers Act of 1940 (the "Investment Advisers Act"). Beginning in the first quarter of 2014, the Financial Industry Regulatory Authority ("FINRA") will oversee the activities of Huixinjia Capital Group, Inc as a registered brokerdealer. We are subject to audits by the Defense Security Service to determine whether we are under foreign ownership, control or influence. In addition, we regularly rely on exemptions from various requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Investment Company Act of 1940, the Commodity Exchange Act and the U.S. Employee Retirement Income Security Act of 1974 ("ERISA"). These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties who we do not control. If for any reason these exemptions were to be revoked or challenged or otherwise become unavailable to us, we could be subject to regulatory action or third-party claims, which could have a material adverse effect on our businesses. For example, the Commission recently amended Rule 506 of Regulation D under the Securities Act to impose "bad actor" disqualification provisions that ban an issuer from offering or selling securities pursuant to the safe harbor in Rule 506 if the issuer, or any other "covered person," is the subject of a criminal, regulatory or court order or other "disqualifying event" under the rule which has not been waived by the Commission. The definition of a "covered person" under the rule includes an issuer's directors, management committees, managing members and executive officers; and promoters and persons compensated for soliciting investors in the offering. Accordingly, our ability to rely on Rule 506 to offer or sell securities would be impaired if we or any "covered person" is the subject of a disqualifying event under the rule and we are unable to obtain a waiver.

Recently, the Commission has indicated that investment advisors who receive transaction-based compensation for investment banking or acquisition activities relating to fund portfolio companies may be required to register as broker-dealers. Specifically, the Commission staff has noted that if a firm receives fees from a fund portfolio company in connection with the acquisition, disposition or recapitalization of such portfolio company, such activities could raise broker-dealer concerns under applicable regulations related to broker dealers. To the extent we receive such transaction fees and the Commission takes the position that such activities render us a "broker" under the applicable rules and regulations of the Exchange Act, we could be subject to additional regulation. If receipt of transaction fees from a portfolio company is determined to require a broker-dealer license, receipt of such transaction fees in the past or in the future during any time when we did not or do not have a broker-dealer license could subject us to liability for fines, penalties or damages.

Since 2010, states and other regulatory authorities have begun to require investment managers to register as lobbyists. We have registered as such in a number of jurisdictions, including California, Illinois and New York. Other states or municipalities may consider similar legislation or adopt regulations or procedures with similar effect. These registration requirements impose significant

compliance obligations on registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports and internal recordkeeping, and may also prohibit the payment of contingent fees.

Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. A failure to comply with the obligations imposed by the Investment Advisers Act, including recordkeeping, advertising and operating requirements, disclosure obligations and prohibitions on fraudulent activities, could result in investigations, sanctions and reputational damage. We are involved regularly in trading activities that implicate a broad number of U.S. securities law regimes, including laws governing trading on inside information, market manipulation and a broad number of technical trading requirements that implicate fundamental market regulation policies. Violation of these laws could result in severe restrictions on our activities and damage to our reputation.

Our failure to comply with applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of the registration of our relevant subsidiaries as investment advisers or registered broker-dealers. The regulations to which our businesses are subject are designed primarily to protect investors in our funds and to ensure the integrity of the financial markets. They are not designed to protect our common unitholders. Even if a sanction imposed against us, one of our subsidiaries or our personnel by a regulator is for a small monetary amount, the adverse publicity related to the sanction could harm our reputation, which in turn could have a material adverse effect on our businesses in a number of ways, making it harder for us to raise new funds and discouraging others from doing business with us.

Failure to comply with "pay to play" regulations implemented by the Commission and certain states, and changes to the "pay to play" regulatory regimes, could adversely affect our businesses.

In recent years, the Commission and several states have initiated investigations alleging that certain private equity firms and hedge funds or agents acting on their behalf have paid money to current or former government officials or their associates in exchange for improperly soliciting contracts with state pension funds. In June 2010, the Commission approved Rule 206(4)-5 under the Investment Advisers Act regarding "pay to play" practices by investment advisers involving campaign contributions and other payments to government officials able to exert influence on potential government entity clients. Among other restrictions, the rule prohibits investment advisers from providing advisory services for compensation to a government entity for two years, subject to very limited exceptions, after the investment adviser, its senior executives or its personnel involved in soliciting investments from government entities make contributions to certain candidates and officials in a position to influence the hiring of an investment adviser by such government entity. Advisers are required to implement compliance policies designed, among other matters, to track contributions by certain of the adviser's employees and engagements of third parties that solicit government entities and to keep certain records to enable the Commission to determine compliance with the rule. In addition, there have been similar rules on a state level regarding "pay to play" practices by investment advisers.

Similar rule-making and investigations have also occurred in New York. In March 2007, the Office of the Attorney General of the State of New York (the "N.Y. Attorney General") commenced an industry-wide investigation into pay-to-play allegations and undisclosed conflicts of interest at public pension funds, including the New York State Common Retirement Fund. As a consequence of the N.Y. Attorney General's investigation, the N.Y. Attorney General adopted a Public Pension Fund Reform Code of Conduct (the "Reform Code of Conduct") for U.S. public pension funds. This Reform Code of Conduct, among other things, restricts the use of thirdparty intermediaries and placement agents with respect to the solicitation of funds from U.S. public pension funds. In 2010, we agreed to adopt the Reform Code of Conduct, acknowledging that the Reform Code of Conduct would enhance transparency in fundraising activities before public pension funds on a national basis. As a signatory to the Reform Code of Conduct, we may be at a disadvantage to other fund sponsors that are not similarly restricted from engaging third-party solicitors, notwithstanding that many states and public pension funds have adopted similar restrictions.

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The short-term and long-term impact of the new Basel III capital standards is uncertain.

In June 2016, the Basel Committee on Banking Supervision, an international trade body comprised of senior representatives of bank supervisory authorities and central banks from 27 countries, including the United States, announced the final framework for a comprehensive set of capital and liquidity standards, commonly referred to as "Basel III," for internationally active banking organizations. These new standards, which will be fully phased in by 2019, will require banks to hold more capital, predominantly in the form of common equity, than under the current capital framework. Implementation of Basel III will require implementing regulations and guidelines by member states. In July 2013, the U.S. federal banking regulators announced the adoption of final regulations to implement Basel III for U.S. banking organizations, subject to various transition periods. Compliance with the Basel III standards may result in significant costs to banking organizations, which in turn may result in higher borrowing costs for the private sector and reduced access to certain types of credit.

Regulatory changes in the United States and regulatory compliance failures could adversely affect our reputation, businesses and operations.

In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "DoddFrank Act"). The Dodd-Frank Act, among other things, imposes significant new regulations on nearly every aspect of the U.S. financial services industry, including oversight and regulation of systemic market risk (including the power to liquidate certain institutions); authorizing the Federal Reserve to regulate nonbank institutions that are deemed systemically important; generally prohibiting insured depository institutions, insured depository institution holding companies and their subsidiaries and affiliates from conducting proprietary trading and investing in or sponsoring private equity funds and hedge funds; and imposing new registration, recordkeeping and reporting requirements on private fund investment advisers. Importantly, while several key aspects of the Dodd-Frank Act have been defined through final rules, many aspects will be implemented by various regulatory bodies over the next several years. While we already have several subsidiaries registered as investment advisers subject to Commission examinations and another subsidiary registered as a brokerdealer subject to FINRA examinations beginning in the first quarter of 2014, the imposition of any additional legal or regulatory requirements could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect our profitability.

The Dodd-Frank Act established a ten-member Financial Stability Oversight Council (the "Council"), an interagency body chaired by the Secretary of the Treasury, to identify and manage systemic risk in the financial system and improve interagency cooperation. Under the Dodd-Frank Act, the Council has the authority to review the activities of certain nonbank financial firms engaged in financial activities that are designated as "systemically important," meaning, among other things, that the distress of the financial firm would threaten the stability of the U.S. economy. If we were designated as such, it would result in increased regulation of our businesses, including the imposition of capital, leverage, liquidity and risk management standards, credit exposure reporting and concentration limits, restrictions on acquisitions and annual stress tests by the Federal Reserve.

In October 2016, the Federal Reserve and other federal regulatory agencies issued a proposed rule implementing a section of the Dodd-Frank Act that has become known as the "Volcker Rule." In December 2013, the Federal Reserve and other federal regulatory agencies adopted a final rule implementing the Volcker Rule. The Volcker Rule generally prohibits depository institution holding companies (including foreign banks with U.S. branches and insurance companies with U.S. depository institution subsidiaries), insured depository institutions and subsidiaries and affiliates of such entities from investing in or sponsoring private equity funds or hedge funds and certain other proprietary activities. The effects of the Volcker Rule are uncertain but it is in any event likely to curtail various banking activities that in turn could result in uncertainties in the financial markets as well as our business. The final Volcker Rule becomes effective on April 1, 2014 and is subject to a transition period (ending July 21, 2015). It contains exceptions for certain "permitted activities" that would enable certain institutions subject to the Volcker Rule to continue investing in private equity funds under certain conditions. Although we do not currently anticipate that the Volcker Rule will adversely affect our fundraising to any significant extent, there is uncertainty regarding the implementation of the Volcker Rule and its practical implications, and there could be adverse implications on our ability to raise funds from the types of entities mentioned above as a result of this prohibition.

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availability, as well as potentially restrict the activities of our Tradable Credit Group, which supports many of its portfolio investments from banks' lending activities. This could negatively affect the terms and availability of credit to our funds and their portfolio companies. See "—Our use of leverage to finance our businesses exposes us to substantial risks" and "Risks Related to Our Funds— Dependence on significant leverage in investments by our funds subjects us to volatility and contractions in the debt financing markets and could adversely affect our ability to achieve attractive rates of returns on those investments."

Under the Dodd-Frank Act, the CFTC was given jurisdiction over the regulation of swaps. Under new rules implemented by the

CFTC, companies that utilize swaps as part of their business model are deemed to fall within the statutory definition of Commodity Pool Operator ("CPO") and, absent relief from the CFTC, are required to register with the CFTC as a CPO. Registration with the CFTC renders such CPO subject to regulation, including with respect to disclosure, reporting, recordkeeping and business conduct. Certain of our funds may from time to time, directly or indirectly, invest in instruments that meet the definition of "swap" under the new rules which may subject such funds to oversight by the CFTC. The fund may therefore seek and rely on no-action relief from registration with the CFTC or claim an exemption from registration as a CPO with the CFTC, including pursuant to CFTC Rule 4.13(a)(3). CFTC Rule 4.13(a)(3) requires that, among other things, the pool's trading in commodity interest positions (including both hedging and speculative positions, and positions in security futures) is limited so that either (i) no more than 5% of the liquidation value of the pool's portfolio is used as initial margin, premiums and required minimum security deposits to establish such positions, or (ii) the aggregate net notional value of the pool's trading in such positions does not exceed 100% of the pool's liquidation value. Therefore, unlike a registered CPO, the fund would not be required to provide prospective investors with a CFTC compliant disclosure document, nor would it be required to provide investors with periodic account statements or certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs, in connection with any offerings of equity securities.

As an alternative to the exemption from registration, a fund may register as a CPO with the CFTC and avail itself of certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7.

The Dodd-Frank Act authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate risk-taking by covered financial institutions. Such restrictions could limit our ability to recruit and retain investment professionals and senior management executives.

The Dodd-Frank Act requires public companies to adopt and disclose policies requiring, in the event the company is required to issue an accounting restatement, the clawback of related incentive compensation from current and former executive officers.

The Dodd-Frank Act amends the Exchange Act to compensate and protect whistleblowers who voluntarily provide original information to the Commission and establishes a fund to be used to pay whistleblowers who will be entitled to receive a payment equal to between 10% and 30% of certain monetary sanctions imposed in a successful government action resulting from the information provided by the whistleblower.

The Commission requires investment advisers registered or required to register with the Commission under the Investment Advisers Act that advise one or more private funds and have at least $150 million in private fund assets under management to periodically file reports on Form PF. We have filed, and will continue to file, quarterly reports on Form PF, which has resulted in increased administrative costs and requires a significant amount of attention and time to be spent by our personnel.

Many of these provisions are subject to further rulemaking and to the discretion of regulatory bodies, such as the Council and the Federal Reserve.

It is difficult to determine the full extent of the impact on us of the Dodd-Frank Act or any other new laws, regulations or initiatives that may be proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our businesses, including the changes described above, may impose additional costs on us, require the attention of our senior management or result in limitations on the manner in which we conduct our businesses. Moreover, as calls for additional regulation have increased, there may be a related increase in regulatory investigations of the trading and other investment activities of alternative asset management funds, including our funds. In addition, we may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. Compliance with any new laws or regulations could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect our profitability.

Regulatory changes in jurisdictions outside the United States could adversely affect our businesses.

Certain of our subsidiaries operate outside the United States. In the United Kingdom, Huixinjia Management Limited is subject to regulation by the Financial Conduct Authority (which replaced the U.K. Financial Services Authority in April 2013). In March 2013, the Financial Services Authority published final rules (the "FCA Rules") for the Financial Conduct Authority's regulation and supervision of the London interbank offered rate ("LIBOR"). In particular, the FCA Rules include requirements that (1) an independent LIBOR administrator monitor and survey LIBOR submissions to identify breaches of practice standards and/or potentially manipulative behavior, and (2) firms submitting data to LIBOR establish and maintain a clear conflicts of interest policy and appropriate systems and controls. These requirements may cause LIBOR to be more volatile than it has been in the past, which may adversely affect the value of investments made by our funds. It is uncertain whether corresponding changes will be made to the Euro interbank offered rate ("EURIBOR"). It was recently announced by the British Bankers' Association that it is expected that NASDAQ Euronext Rates Administration Limited will take over the role of administrator of LIBOR in early 2014. Any new administrator of LIBOR (including, if and when appointed, NASDAQ Euronext Rates Administration Limited) and/or EURIBOR may make methodological changes that could change the level of LIBOR or EURIBOR, which in turn may adversely affect the value of investments made by our funds. Any new administrator of LIBOR (including, if and when appointed, NASDAQ Euronext Rates Administration Limited) or EURIBOR may also alter, discontinue or suspend calculation or dissemination of LIBOR or EURIBOR.

Our other European and Asian operations and our investment activities worldwide are subject to a variety of regulatory regimes that vary by country. In addition, we regularly rely on exemptions from various requirements of the regulations of certain foreign countries in conducting our asset management activities.

Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. We are involved regularly in trading activities that implicate a broad number of foreign (as well as U.S.) securities law regimes, including laws governing trading on inside information and market manipulation and a broad number of technical trading requirements that implicate fundamental market regulation policies. Violation of these laws could result in severe restrictions or prohibitions on our activities and damage to our reputation, which in turn could have a material adverse effect on our businesses in a number of ways, making it harder for us to raise new funds and discouraging others from doing business with us. In addition, increasing global regulatory oversight of fundraising activities, including local registration requirements in various jurisdictions and the addition of new compliance regimes, could make it more difficult for us to raise new funds or could increase the cost of raising such funds.

Alternative Investment Fund Managers Directive

The European Union Alternative Investment Fund Managers Directive (the "Directive") was enacted in July 2016 and took effect in July 2013. The Directive applies to (a) alternative investment fund managers ("AIFMs") established in the European Union (the "EU") that manage EU or non-EU alternative investment funds ("AIFs"), (b) non-EU AIFMs that manage EU AIFs and (c) non-EU AIFMs that market their AIFs to professional investors within the EU. Individual EU member states must now adopt rules and regulations implementing the Directive into domestic law.

Directive's disclosure and transparency requirements and (in the case of non-EU AIFMs) jurisdiction specific private placement regimes (which may change as a result of the Directive) from the implementation date.

The full scope of the Directive may also, from October 2015 at the earliest, be extended to non-EU AIFMs that wish to market an AIF within the EU pursuant to a pan-European marketing passport instead of under national private placement regimes.

The operating requirements imposed by the Directive include, among other things, rules relating to the remuneration of certain personnel, minimum regulatory capital requirements, restrictions on the use of leverage, restrictions on early distributions relating to portfolio companies (so-called "asset stripping" rules), disclosure and reporting requirements to both investors and home state regulators, the independent valuation of an AIF's assets and the appointment of an independent depository to hold assets. As a result, the Directive could in the future have an adverse effect on our businesses by, among other things, increasing the regulatory burden and costs of doing business in or relating to EU member states, imposing extensive disclosure obligations on, and asset stripping rules with respect to, companies, if any, in which any of our funds invest that are located in EU member states, significantly restricting marketing activities within the EU, potentially requiring certain of our funds to change their compensation structures for key personnel, thereby affecting our ability to recruit and retain these personnel, and potentially disadvantaging our funds as investors in private companies located in EU member states when compared to non-AIF/AIFM competitors that may not be subject to the requirements of the Directive, thereby potentially restricting our funds' ability to make investments in such companies.

The Directive allows AIFMs to invest in securitizations on behalf of the alternative investment funds they manage only if the originator, sponsor or original lender for the securitization has explicitly disclosed that it will retain, on an ongoing basis, a material net economic interest of not less than 5% of the nominal value of the securitized exposures or of the tranches sold to investors and certain due diligence undertakings are made. AIFMs that discover after the assumption of a securitization exposure that the retained interest does not meet the requirements, or subsequently falls below 5% of the economic risk, are required to take such corrective action as is in the best interests of investors. It remains to be seen how this requirement will be addressed by AIFMs should these circumstances arise. These requirements, along with other changes to the regulation or regulatory treatment of securitizations, may negatively affect the value of investments made by our funds.

The Directive could also limit our operating flexibility and our investment opportunities, as well as expose us and/or our funds to conflicting regulatory requirements in the United States (and elsewhere) and the EU. The final scope and requirements of the Directive remain uncertain and are subject to change as a result of enactment both of EU secondary legislation and national implementing legislation in EU member states.

Solvency II

Solvency II is an EU directive that sets out stronger capital adequacy and risk management requirements for European insurers and reinsurers and, in particular, dictates how much capital such firms must hold against their liabilities. Solvency II is currently scheduled to be implemented into domestic law by EU member states as early as January 2014, although continuing delays in the adoption of "Omnibus II," a related EU directive that will amend Solvency II, is likely to result in a revised timetable for the implementation of, and compliance with, Solvency II. Solvency II will impose, among other things, substantially greater quantitative and qualitative capital requirements for insurers and reinsurers as well as other supervisory and disclosure requirements. We are not subject to Solvency II; however, many of our European insurer or reinsurer fund investors will be subject to this directive, as applied under applicable domestic law. Solvency II may impact insurers' and reinsurers' investment decisions and their asset allocations. In addition, insurers and reinsurers will be subject to more onerous data collation and reporting requirements. As a result, Solvency II could in the future have an adverse indirect effect on our businesses by, among other things, restricting the ability of European insurers and reinsurers to invest in our funds and imposing on us extensive disclosure and reporting obligations for those insurers and reinsurers that do invest in our funds. The final details and requirements of the Solvency II directive remain uncertain and are subject to change as a result of enactment both of related EU legislation and national implementing legislation in EU member states.

Regulations governing Huixinjia's operation as a business development company affect its ability to raise, and the way in which it raises, additional capital.

As a business development company, Huixinjia operates as a highly regulated business within the provisions of the Investment Company Act. Many of the regulations governing business development companies have not been modernized within recent securities laws amendments and restrict, among other things, leverage incurrence, co-investments and other transactions with other entities within the Huixinjia Assets Management. The business development company industry has proposed certain legislation to address some of these issues, but there can be no assurance that such legislation will be enacted. Certain of our funds may be restricted from engaging in transactions with Huixinjia and its subsidiaries.

As a business development company registered under the Investment Company Act, Huixinjia may issue debt securities or preferred stock and borrow money from banks or other financial institutions, which we refer to collectively as "senior securities," up to the maximum amount permitted by the Investment Company Act. Under the provisions of the Investment Company Act, Huixinjia is permitted to issue senior securities only in amounts such that its asset coverage, as defined in the Investment Company Act, equals at least 200% after each issuance of senior securities. If the value of its assets declines, it may be unable to satisfy this test. If that happens, it may be required to sell a portion of its investments and, depending on the nature of its leverage, repay a portion of its indebtedness at a time when such sales may be disadvantageous. The business development company industry has proposed legislation to lessen the asset coverage test, but there can be no assurance that such legislation will be enacted.

Business development companies may issue and sell common stock at a price below net asset value per share only in limited circumstances, one of which is during the one-year period after stockholder approval. Huixinjia's stockholders have, in the past, approved a plan so that during the subsequent 12-month period, Huixinjia may, in one or more public or private offerings of its common stock, sell or otherwise issue shares of its common stock at a price below the then-current net asset value per share, subject to certain conditions including parameters on the level of permissible dilution, approval of the sale by a majority of its independent directors and a requirement that the sale price be not less than approximately the market price of the shares of its common stock at specified times, less the expenses of the sale. Huixinjia may ask its stockholders for additional approvals from year to year. There can be no assurance that such approvals will be obtained.

We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents.

Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators and other agents to carry out certain securities and derivatives transactions. The terms of these contracts are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight, although the Dodd-Frank Act provides for new regulation of the derivatives market. In particular, some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these counterparties.

Our funds are subject to the risk that the counterparty to one or more of these contracts’ defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur.

In addition, our risk-management models may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

Although we have risk-management models and processes to ensure that we are not exposed to a single counterparty for significant periods of time, given the large number and size of our funds, we often have large positions with a single counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty default could harm our businesses, results of operation and financial condition.

In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker's, custodian's or counterparty's unsecured creditors in relation to the assets held as collateral. In addition, our funds' cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker's, custodian's or counterparty's own cash, and our funds may therefore rank as unsecured creditors in relation thereto. If our derivatives transactions are cleared through a derivative clearing organization, the CFTC has issued final rules to segregate and protect collateral posted by customers of cleared swaps. The CFTC also issued proposed regulations to implement segregation rules for uncleared swaps.

The counterparty risks that we face have increased in complexity and magnitude as a result of disruption in the financial markets in recent years. For example, the consolidation and elimination of counterparties has increased our concentration of counterparty risk and decreased the universe of potential counterparties, and our funds are generally not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. In addition, counterparties have generally reacted to recent market volatility by tightening their underwriting standards and increasing their margin requirements for all categories of financing, which has the result of decreasing the overall amount of leverage available and increasing the costs of borrowing.

A portion of our revenue, net income and cash flow is variable, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our common units to decline.

A portion of our revenue, net income and cash flow is nevertheless variable, primarily due to the fact that the performance fees that we receive from our certain of our funds can vary from quarter to quarter and year to year. In addition, the investment returns of most of our funds are volatile. We may also experience fluctuations in our results from quarter to quarter and year to year due to a number of other factors, including changes in the values of our funds' investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions. Such variability may lead to volatility in the trading price of our common units and cause our results for a particular period not to be indicative of our performance in a future period. It may be difficult for us to achieve steady growth in net income and cash flow on a quarterly basis, which could in turn lead to large adverse movements in the price of our common units or increased volatility in the price of our common units generally.

The timing and amount of performance fees generated by our funds is uncertain and will contribute to the volatility of our results. It takes a substantial period of time to identify attractive investment opportunities, to raise all the funds needed to make an investment and then to realize the cash value or other proceeds of an investment through a sale, public offering, recapitalization or other exit. Even if an investment proves to be profitable, it may be several years before any profits can be realized in cash or other proceeds. We cannot predict when, or if, any realization of investments will occur. If we were to have a realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods. We recognize revenue on investments in our funds based on our allocable share of realized and unrealized gains (or losses) reported by such funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue, which could increase the volatility of our results.

With respect to our funds that generate carried interest, the timing and receipt of such carried interest varies with the life cycle of our funds. During periods in which a relatively large portion of our assets under management is attributable to funds and investments in their "harvesting" period, our funds would make larger distributions than in the fund-raising or investment periods that precede harvesting. During periods in which a significant portion of our assets under management is attributable to funds that are not in their harvesting periods, we may receive substantially lower carried interest distributions. Moreover, we receive carried interest payments only upon realization of investments by the relevant fund, which contributes to the volatility of our cash flow.

With respect to our funds that pay an incentive fee, the incentive fee is paid annually, semi-annually or quarterly. In many cases, we earn this incentive fee only if the net asset value of a fund has increased or, in the case of certain funds, increased beyond a particular threshold. Some of our funds also have "high water marks" with respect to the investors in these funds. If the high-water mark for a particular investor is not surpassed, we would not earn an incentive fee with respect to such investor during a particular period even if such investor had positive returns in such period as a result of losses in prior periods. If such an investor experiences loss, we will not be able to earn an incentive fee from such investor until it surpasses the previous high-water mark. The incentive fees we earn are, therefore, dependent on the net asset value of investors' investments in the fund, which could lead to significant volatility in our results. Finally, the timing and amount of incentive fees generated by our closed-end funds are uncertain and will contribute to the volatility of our net income. Incentive fees depend on our closed-end funds' investment performance and opportunities for realizing gains, which may be limited.

Because a portion of our revenue, net income and cash flow can be variable from quarter to quarter and year to year, we do not plan to provide any guidance regarding our expected quarterly and annual operating results. The lack of guidance may affect the expectations of public market analysts and could cause increased volatility in the price of our common units.

We may be subject to litigation risks and may face liabilities and damage to our professional reputation as a result.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against investment managers have been increasing. We make investment decisions on behalf of investors in our funds that could result in substantial losses. This may subject us to the risk of legal liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. Further, we may be subject to third-party litigation arising from allegations that we improperly exercised control or influence over portfolio investments. In addition, we and our affiliates that are the investment managers and management committees of our funds, our funds themselves and those of our employees who are our, our subsidiaries' or the funds' officers and directors are each exposed to the risks of litigation specific to the funds' investment activities and portfolio companies and, in the case where our funds own controlling interests in public companies, to the risk of shareholder litigation by the public companies' other shareholders. Moreover, we are exposed to risks of litigation or investigation by investors or regulators relating to our having engaged, or our funds having engaged, in transactions that presented conflicts of interest that were not properly addressed.

Legal liability could have a material adverse effect on our businesses, financial condition or results of operations or cause reputational harm to us, which could harm our businesses. We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our investment activities or the investment industry in general, whether or not valid, may harm our reputation, which may be damaging to our businesses.

Employee misconduct could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm. Fraud and other deceptive practices or other misconduct at our portfolio companies could similarly subject us to liability and reputational damage and also harm our businesses.

Our ability to attract and retain investors and to pursue investment opportunities for our funds depends heavily upon the reputation of our professionals, especially our senior professionals. We are subject to a number of obligations and standards arising from our investment management business and our authority over the assets managed by our investment management business. The violation of these obligations and standards by any of our employees could adversely affect investors in our funds and us. Our businesses often require that we deal with confidential matters of great significance to companies in which our funds may invest. If our employees were to use or disclose confidential information improperly, we could suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to detect or deter employee misconduct, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one or more of our employees were to engage in misconduct or were to be accused of such misconduct, our businesses and our reputation could be adversely affected and a loss of investor confidence could result, which would adversely impact our ability to raise future funds.

In recent years, the U.S. Department of Justice and the Commission have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery law, the U.K. Bribery Act of 2010 (the "UK Bribery Act"). The UK Bribery Act prohibits companies that conduct business in the United Kingdom and their employees and representatives from giving, offering or promising bribes to any person, including non-UK government officials, as well as requesting, agreeing to receive or accepting bribes from any person. Under the UK Bribery Act, companies may be held liable for failing to prevent their employees and associated persons from violating the UK Bribery Act. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and UK Bribery Act, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA, the UK Bribery Act or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our common units.

In addition, we could be adversely affected as a result of actual or alleged misconduct by personnel of portfolio companies in which our funds invest. For example, failures by personnel at our portfolio companies to comply with anti-bribery, trade sanctions or other legal and regulatory requirements could expose us to litigation or regulatory action and otherwise adversely affect our businesses and reputation. Such misconduct could undermine our due diligence efforts with respect to such companies and could negatively affect the valuation of a fund's investments.

Operational risks may disrupt our businesses, result in losses or limit our growth.

We face operational risk from errors made in the execution, confirmation or settlement of transactions. We also face operational risk from transactions not being properly recorded, evaluated or accounted for in our funds. In particular, our Tradable Credit Group is highly dependent on our ability to process and evaluate, on a daily basis, transactions across markets and geographies in a time-sensitive, efficient and accurate manner. Consequently, we rely heavily on our financial, accounting and other data processing systems. New investment products we may introduce could create a significant risk that our existing systems may not be adequate to identify or control the relevant risks in the investment strategies employed by such new investment products. We face various security threats, including cyber security attacks to our information technology infrastructure and attempts to gain access to our proprietary information, destroy data or disable, degrade or sabotage our systems. These security threats could originate from a wide variety of sources, including unknown third parties outside of Huixinjia. Although we have not yet been subject to cyber-attacks or other cyber incidents and we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent disruptions to our systems. If any of these systems do not operate properly or are disabled for any reason or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of our network security systems, a cyberincident or attack or otherwise, we could suffer financial loss, a disruption of our businesses, liability to our funds, regulatory intervention or reputational damage.

In addition, we operate in a business that is highly dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, particularly our growth internationally, and the cost of maintaining the systems may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to the information systems, could have a material adverse effect on our business and results of operations.

Furthermore, we depend on our headquarters in New York, where a substantial portion of our personnel are located, for the continued operation of our businesses. An earthquake or other disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse effect on our ability to continue to operate our businesses without interruption. Although we have disaster recovery programs in place, these may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

Finally, we rely on third-party service providers for certain aspects of our businesses, including for certain information systems, technology and administration of our funds and compliance matters. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of our funds' operations and could impact our reputation, adversely affect our businesses and limit our ability to grow.

Risks Related to Our Funds

The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.

The historical performance of our funds is relevant to us primarily insofar as it is indicative of performance fees we have earned in the past and may earn in the future and our reputation and ability to raise new funds. The historical and potential returns of the funds we advise are not, however, directly linked to returns on our common units. Therefore, you should not conclude that positive performance of the funds we advise will necessarily result in positive returns on an investment in common units. However, poor performance of the funds we advise would cause a decline in our revenues and would therefore have a negative effect on our operating results and returns on our common units. An investment in our common units is not an investment in any of our funds. Also, there is no assurance that projections in respect of our funds or unrealized valuations will be realized.

Moreover, the historical returns of our funds should not be considered indicative of the future returns of these or from any future funds we may raise, in part because:

•market conditions during previous periods may have been significantly more favorable for generating positive performance than the market conditions we may experience in the future;

•our funds' rates of returns, which are calculated on the basis of net asset value of the funds' investments, reflect unrealized gains, which may never be realized;

•our funds' returns have previously benefited from investment opportunities and general market conditions that may not recur, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly;

•the historical returns that we present in this prospectus derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed, which may have little or no realized investment track record;

•our funds' historical investments were made over a long period of time and over the course of various market and macroeconomic cycles, and the circumstances under which our current or future funds may make future investments may differ significantly from those conditions prevailing in the past;

•the attractive returns of certain of our funds have been driven by the rapid return of invested capital, which has not occurred with respect to all of our funds and we believe is less likely to occur in the future;

•you will not benefit from any value that was created in our funds prior to our becoming a public company if such value was previously realized;

•in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in alternative funds and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future;

•our newly established funds may generate lower returns during the period that they take to deploy their capital.

The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund, or for our funds as a whole. Future returns will also be affected by the risks described elsewhere in this prospectus, including risks of the industries and businesses in which a particular fund invests. In addition, future returns will be affected by the applicable risks described elsewhere in this prospectus, including risks of the industries and businesses in which a particular fund invests.

Valuation methodologies for certain assets can be subject to significant subjectivity, and the values of assets may never be realized.

Many of the investments in our funds are illiquid and thus have no readily ascertainable market prices. We value these investments based on our estimate, or an independent third party's estimate, of their fair value as of the date of determination. There is no single standard for determining fair value in good faith and in many cases fair value is best expressed as a range of fair values from which a single estimate may be derived. We estimate the fair value of our investments based on third-party models, or models developed by us, which include discounted cash flow analyses and other techniques and may be based, at least in part, on independently sourced market parameters. The material estimates and assumptions used in these models include the timing and expected amount of cash flows, the appropriateness of discount rates used, and, in some cases, the ability to execute, the timing of and the estimated proceeds from expected financings. The actual results related to any particular investment often vary materially as a result of the inaccuracy of these estimates and assumptions. In addition, because many of the illiquid investments held by our funds are in industries or sectors which are unstable, in distress or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments.

We include the fair value of illiquid assets in the calculations of net asset values, returns of our funds and our assets under management. Furthermore, we recognize performance fees from affiliates based in part on these estimated fair values. Because these valuations are inherently uncertain, they may fluctuate greatly from period to period. Also, they may vary greatly from the prices that would be obtained if the assets were to be liquidated on the date of the valuation and often do vary greatly from the prices we eventually realize; as a result, there can be no assurance that such unrealized valuations will be fully or timely realized.

In addition, the values of our investments in publicly traded assets are subject to significant volatility, including due to a number of factors beyond our control. These include actual or anticipated fluctuations in the quarterly and annual results of these companies or other companies in their industries, market perceptions concerning the availability of additional securities for sale, general economic, social or political developments, changes in industry conditions or government regulations, changes in management or capital structure and significant acquisitions and dispositions. Because the market prices of these securities can be volatile, the valuation of these assets will change from period to period, and the valuation for any particular period may not be realized at the time of disposition. In addition, because our funds often hold large positions in their portfolio companies, the disposition of these securities often takes place over a long period of time, which can further expose us to volatility risk. Even if we hold a quantity of public securities that may be difficult to sell in a single transaction, we do not discount the market price of the security for purposes of our valuations.

Although we frequently engage independent third parties to perform the foregoing valuations, the valuation process remains inherently subjective for the reasons described above.

If we realize value on an investment that is significantly lower than the value at which it was reflected in a fund's net asset values, we would suffer losses in the applicable fund. This could in turn lead to a decline in asset management fees and a loss equal to the portion of the performance fees from affiliates reported in prior periods that was not realized upon disposition. These effects could become applicable to a large number of our investments if our estimates and assumptions used in estimating their fair values differ from future valuations due to market developments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Segment Analysis" for information related to fund activity that is no longer consolidated. If asset values turn out to be materially different than values reflected in fund net asset values, fund investors could lose confidence which could, in turn, result in difficulties in raising additional investments.

Market values of debt instruments and publicly traded securities that our funds hold as investments may be volatile.

The market prices of debt instruments and publicly traded securities held by some of our funds may be volatile and are likely to fluctuate due to a number of factors beyond our control, including actual or anticipated changes in the profitability of the issuers of such securities, general economic, social or political developments, changes in industry conditions, changes in government regulation, shortfalls in operating results from levels forecast by securities analysts, inflation and rapid fluctuations in inflation rates, the general state of the securities markets and other material events, such as significant management changes, financings, refinancings, securities issuances, acquisitions and dispositions. The value of publicly traded securities in which our funds invest may be particularly volatile as a result of these factors. In addition, debt instruments that are held by our funds to maturity or for long terms must be "marked-tomarket" periodically, and their values are therefore vulnerable to interest rate fluctuations and the changes in the general state of the credit environment, notwithstanding their underlying performance. Changes in the values of these investments may adversely affect our investment performance and our results of operations.

Our funds depend on investment cycles, and any change in such cycles could have an adverse effect on our investment prospects.

Cyclicality is important to our businesses. Weak economic environments have tended to afford us our best investment opportunities and our best relative investment performance. For example, the relative performance of our high yield bond strategy has typically been strongest in difficult times when default rates are highest, and our distressed debt and control investing funds have historically found their best investment opportunities during downturns in the economy when credit is not as readily available. Conversely, we tend to realize value from our investments in times of economic expansion, when opportunities to sell investments may be greater. Thus, we depend on the cyclicality of the market to sustain our businesses and generate attractive risk-adjusted returns over extended periods. Any prolonged economic expansion or recession could have an adverse impact on certain of our funds and materially affect our ability to deliver attractive investment returns or generate incentive or other income.

Dependence on significant leverage in investments by our funds subjects us to volatility and contractions in the debt financing markets and could adversely affect our ability to achieve attractive rates of return on those investments.

Some of our funds and their investments rely on the use of leverage, and our ability to achieve attractive rates of return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. If our funds or the companies in which our funds invest raise capital in the structured credit, leveraged loan and high yield bond markets, the results of their operations may suffer if such markets experience dislocations, contractions or volatility. Any such events could adversely impact the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Any economic downturn could adversely affect the financial resources of our funds and their investments (in particular those investments that depend on credit from third parties or that otherwise participate in the credit markets) and their ability to make principal and interest payments on, or refinance, outstanding debt when due. Moreover, these events could affect the terms of available debt financing with, for example, higher rates, higher equity requirements and/or more restrictive covenants, particularly in the area of acquisition financings for leveraged buyout and real estate assets transactions.

The absence of available sources of sufficient debt financing for extended periods of time or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments. Increases in interest rates could also make it more difficult to locate and consummate investments because other potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the asset. In addition, a portion of the indebtedness used to finance investments often includes high yield debt securities issued in the capital markets. Availability of capital from the high yield debt markets is subject to significant volatility, and there may be times when we are unable to access those markets at attractive rates, or at all, when completing an investment. Certain investments may also be financed through borrowings on fund-level debt facilities, which may or may not be available for a refinancing at the end of their respective terms. Finally, the interest payments on the indebtedness used to finance our funds' investments are generally deductible expenses for income tax purposes, subject to limitations under applicable tax law and policy. Any change in such tax law or policy to eliminate or substantially limit these income tax deductions, as has been discussed from time to time in various jurisdictions, would reduce the after-tax rates of return on the affected investments, which may have an adverse impact on our businesses and financial results. See "—Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States."

In the event that our funds are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, our funds may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could reduce the performance and investment income earned by us. Similarly, our funds' portfolio companies regularly utilize the corporate debt markets to obtain financing for their operations. If the credit markets render such financing difficult to obtain or more expensive, this may negatively impact the operating performance of those portfolio companies and, therefore, the investment returns of our funds. In addition, if the markets make it difficult or impossible to refinance debt that is maturing in the near term, some of our portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. Any of the foregoing circumstances could have a material adverse effect on our financial condition, results of operations and cash flow.

When our funds' existing portfolio investments reach the point when debt incurred to finance those investments matures in significant amounts and must be either repaid or refinanced, those investments may materially suffer if they have not generated sufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. A persistence of the limited availability of financing for such purposes for an extended period of time when significant amounts of the debt incurred to finance our funds' existing portfolio investments becomes due could have a material adverse effect on these funds.

Some of our funds may invest in companies that are highly leveraged, which may increase the risk of loss associated with those investments.

Some of our funds may invest in companies whose capital structures involve significant leverage. For example, in many nondistressed private equity investments, indebtedness may be as much as 75% or more of a portfolio company's or real estate asset's total debt and equity capitalization, including debt that may be incurred in connection with the investment, whether incurred at or above the investment-level entity. In distressed situations, indebtedness may exceed 100% or more of a portfolio company's capitalization. Additionally, the debt positions acquired by our funds may be the most junior in what could be a complex capital structure, and thus subject us to the greatest risk of loss.

Investments in highly leveraged entities are also inherently more sensitive to declines in revenues, increases in expenses and interest rates and adverse economic, market and industry developments.

Furthermore, the incurrence of a significant amount of indebtedness by an entity could, among other things:

•subject the entity to a number of restrictive covenants, terms and conditions, any violation of which could be viewed by creditors as an event of default and could materially impact our ability to realize value from the investment;

•allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of our fund's equity investment in it;

•give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity's ability to respond to changing industry conditions if additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities;

•limit the entity's ability to adjust to changing market conditions, thereby placing it at a competitive disadvantage compared to its competitors that have relatively less debt;

•limit the entity's ability to engage in strategic acquisitions that might be necessary to generate attractive returns or further growth; and

•limit the entity's ability to obtain additional financing or increase the cost of obtaining such financing, including for capital expenditures, working capital or other general corporate purposes.

As a result, the risk of loss associated with a leveraged entity is generally greater than for companies with comparatively less debt. For example, a number of investments consummated by private equity sponsors during 2005, 2006 and 2007 that utilized significant amounts of leverage subsequently experienced severe economic stress and, in certain cases, defaulted on their debt obligations due to a decrease in revenues and cash flow precipitated by the subsequent economic downturn during 2008 and 2009. Similarly, the leveraged nature of the investments of our real estate funds increases the risk that a decline in the fair value of the underlying real estate or tangible assets will result in their abandonment or foreclosure.

Many of our funds invest in assets that are high risk, illiquid or subject to restrictions on transfer and we may fail to realize any profits from these activities ever or for a considerable period of time.

Many of our funds invest in securities that are not publicly traded. In many cases, our funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our funds generally cannot sell these securities publicly unless either their sale is registered under applicable securities laws or an exemption from such registration is available. Accordingly, our funds may be forced, under certain conditions, to sell securities at a loss. The ability of many of our funds, particularly our private equity funds, to dispose of these investments is heavily dependent on the public equity markets. For example, the ability to realize any value from an investment may depend upon the ability of the portfolio company in which such investment is held to complete an initial public offering. Even if the securities are publicly traded, large holdings of securities can often be disposed of only over a substantial period of time. Moreover, because the investment strategy of many of our funds, particularly our private equity funds, often entails our having representation on our funds' public portfolio company boards, our funds can effect such sales only during limited trading windows, exposing the investment returns to risks of downward movement in market prices during the intended disposition period. As such, we may fail to realize any profits from our investments in the funds that hold these securities for a considerable period of time or at all, and we may lose some or all of the principal amount of our investments.

Certain of our funds utilize special situation and distressed debt investment strategies that involve significant risks.

Certain of our funds invest in obligors and issuers with weak financial conditions, poor operating results, substantial financing needs, negative net worth and/or special competitive problems. These funds also invest in obligors and issuers that are involved in bankruptcy or reorganization proceedings. In such situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these obligors and issuers. Additionally, the fair values of such investments are subject to abrupt and erratic market movements and significant price volatility if they are publicly traded securities, and are subject to significant uncertainty in general if they are not publicly traded securities. Furthermore, some of our funds' distressed investments may not be widely traded or may have no recognized market. A fund's exposure to such investments may be substantial in relation to the market for those investments, and the assets are likely to be illiquid and difficult to sell or transfer. As a result, it may take a number of years for the market value of such investments to ultimately reflect their intrinsic value as perceived by us.

A central feature of our distressed investment strategy is our ability to effectively anticipate the occurrence of certain corporate events, such as debt and/or equity offerings, restructurings, reorganizations, mergers, takeover offers and other transactions, that we believe will improve the condition of the business. Similarly, we perform significant analysis of the company's capital structure, operations, industry and ability to generate income, as well as market valuation of the company and its debt, and develop a strategy with respect to a particular distressed investment based on such analysis. In furtherance of that strategy our funds seek to identify the best position in the capital structure in which to invest. If the relevant corporate event that we anticipate is delayed, changed or never completed, or if our analysis or investment strategy is inaccurate, the market price and value of the applicable fund's investment could decline sharply.

In addition, these investments could subject a fund to certain potential additional liabilities that may exceed the value of its original investment. Under certain circumstances, payments or distributions on certain investments may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, a preferential payment or similar transaction under applicable bankruptcy and insolvency laws. In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In the case where the investment in securities of troubled companies is made in connection with an attempt to influence a restructuring proposal or plan of reorganization in bankruptcy, our funds may become involved in substantial litigation.

Certain of the funds or accounts we advise or manage are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, and our businesses could be adversely affected if certain of our other funds or accounts fail to satisfy an exception under the "plan assets" regulation under ERISA.

Certain of the funds and accounts we advise or manage are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code. For example, we currently manage some of our funds or accounts as "plan assets" under ERISA. With respect to these funds or accounts, this results in the application of the fiduciary responsibility standards of ERISA to investments made by such funds or accounts, including the requirement of investment prudence and diversification, and the possibility that certain transactions that we enter into, or may have entered into, on behalf of these funds or accounts, in the normal course of business, might constitute or result in, or have constituted or resulted in, non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code. A non-exempt prohibited transaction, in addition to imposing potential liability upon fiduciaries of an ERISA plan, may also result in the imposition of an excise tax under the Code upon a "party in interest" (as defined in ERISA) or "disqualified person" (as defined in the Code) with whom we engaged in the transaction. Some of our other funds or accounts currently qualify as venture capital operating companies ("VCOCs") or rely on another exception under the "plan assets" regulation under ERISA and therefore are not subject to the fiduciary requirements of ERISA with respect to their assets. However, if these funds or accounts fail to satisfy the VCOC requirements for any reason, including as a result of an amendment of the relevant regulations by the U.S. Department of Labor, or another exception under the "plan assets" regulation under ERISA, such failure could materially interfere with our activities in relation to these funds or accounts or expose us to risks related to our failure to comply with the applicable requirements.

Our funds may be liable for the underfunded pension liabilities of their portfolio companies.

Under ERISA, members of certain "controlled groups" of "trades or businesses" may be jointly and severally liable for contributions required under any member's tax-qualified defined benefit pension plan and under certain other benefit plans. Similarly, if any member's tax-qualified defined benefit pension plan were to terminate, underfunding at termination would be the joint and several responsibility of all controlled group members, including members whose employees did not participate in the terminated plan. Similarly, joint and several liability may be imposed for certain pension plan related obligations in connection with the complete or partial withdrawal by an employer from a multiemployer pension plan. Depending on a number of factors, including the level of ownership held by our funds in a particular portfolio company, a fund may be considered to be a member of a portfolio company's "controlled group" for this purpose, and thus may be liable for the underfunded pension liabilities of such portfolio company.

Our funds' performance, and our performance, may be adversely affected by the financial performance of our portfolio companies and the industries in which our funds invest.

Our performance and the performance of our funds are significantly impacted by the value of the companies in which our funds have invested. Our funds invest in companies in many different industries, each of which is subject to volatility based upon economic and market factors. The credit crisis between mid-2007 and the end of 2009 caused significant fluctuations in the value of securities held by our funds and the recent global economic recession had a significant impact in overall performance activity and the demands for many of the goods and services provided by portfolio companies of the funds we advise. Although the U.S. economy has registered four consecutive years of growth in real GDP, there remain many obstacles to continued growth in the economy such as high unemployment, global geopolitical events, risks of inflation or deflation and high debt levels, both public and private. These factors and other general economic trends are likely to affect the performance of portfolio companies in many industries and, in particular, industries that anticipated that the GDP in developed economies would quickly return to pre-crisis trend. The performance of our funds, and our performance, may be adversely affected if our fund portfolio companies in these industries experience adverse performance or additional pressure due to downward trends.

In respect of real estate, even though the U.S. residential real estate market has recently shown some signs of stabilizing from a lengthy and deep downturn, various factors could halt or limit a recovery in the housing market and have an adverse effect on investment performance, including, but not limited to, continued high unemployment, a low level of consumer confidence in the economy and/or the residential real estate market and rising mortgage interest rates.

Third-party investors in certain of our funds with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect a fund's operations and performance.

Investors certain of our funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling and honoring their commitments when we call capital from them for those funds to consummate investments and otherwise pay their obligations when due. Any investor that did not fund a capital call would be subject to several possible penalties, including having a meaningful amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for instance early in the life of the fund, then the forfeiture penalty may not be as meaningful. Investors may also negotiate for lesser or reduced penalties at the outset of the fund, thereby limiting our ability to enforce the funding of a capital call. Third-party investors in private equity, real estate assets and venture capital funds typically use distributions from prior investments to meet future capital calls. In cases where valuations of existing investments fall and the pace of distributions slows, investors may be unable to make new commitments to third-party managed investment funds such as those advised by us. A failure of investors to honor a significant amount of capital calls for any particular fund or funds could have a material adverse effect on the operation and performance of those funds.

Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.

Some of our funds invest a portion of their assets in the equity, debt, loans or other securities of issuers located outside the United States, including Europe and Asia, while certain of our funds invest substantially all of their assets in these types of securities, and we expect that international investments will increase as a proportion of certain of our funds' portfolios in the future. Investments in nonU.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to:

•our funds' abilities to exchange local currencies for U.S. dollars and other currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another;

•controls on, and changes in controls on, foreign investment and limitations on repatriation of invested capital;

•less developed or less efficient financial markets than exist in the United States, which may lead to price volatility and relative illiquidity;

•the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation;

•changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments;

•differences in legal and regulatory environments, particularly with respect to bankruptcy and reorganization, less developed corporate laws regarding fiduciary duties and the protection of investors and less reliable judicial systems to enforce contracts and applicable law;

•political hostility to investments by foreign or private equity investors;

•less publicly available information in respect of companies in non-U.S. markets;

•reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; • higher rates of inflation;

•higher transaction costs;

•difficulty in enforcing contractual obligations;

•fewer investor protections;

•certain economic and political risks, including potential exchange control regulations and restrictions on our non-U.S.

investments and repatriation of capital, potential political, economic or social instability, the possibility of nationalization or expropriation or confiscatory taxation and adverse economic and political developments; and

•the imposition of non-U.S. taxes or withholding taxes on income and gains recognized with respect to such securities.

While our funds will take these factors into consideration in making investment decisions, including when hedging positions, there can be no assurance that adverse developments with respect to these risks will not adversely affect our funds that invest in securities of non-U.S. issuers. In addition, certain of these funds are managed outside the United States, which may increase the foregoing risks.

Many of our funds make investments in companies that we do not control.

Investments by many of our funds will include debt instruments and equity securities of companies that we do not control. Such instruments and securities may be acquired by our funds through trading activities or through purchases of securities from the issuer. In addition, our funds may seek to acquire minority equity interests more frequently and may also dispose of a portion of their majority equity investments in portfolio companies over time in a manner that results in the funds retaining a minority investment. Those investments will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur, the values of the investments held by our funds could decrease and our financial condition, results of operations and cash flow could suffer as a result.

We may need to pay "clawback" obligations if and when they are triggered under the governing agreements with our funds.

Generally, if at the termination of a fund (and increasingly at interim points in the life of a fund), the fund has not achieved investment returns that (in most cases) exceed the preferred return threshold or (in all cases) the management committee receives net profits over the life of the fund in excess of its allocable share under the applicable incorporation agreement, we will be obligated to repay an amount equal to the extent to which carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled. These repayment obligations may be related to amounts previously distributed to our senior professionals prior to the completion of this offering, with respect to which our common unitholders did not receive any benefit. This obligation is known as a "clawback" obligation. Due in part to our investment performance and the fact that our carried interest is generally determined on a liquidation basis, as of December 31, 2018, 2017 and 2016, if the funds were liquidated at their fair values at that date, there would have been no clawback obligation or liability. There can be no assurance that we will not incur a clawback obligation in the future. At December 31, 2018, 2017 and 2016, had we assumed all existing investments were worthless, the net amount of carried interest subject to clawback would have been approximately $118.7 million, $108.4 million and $101.4 million, respectively. Although a clawback obligation is several to each person who received a distribution, and not a joint obligation, the governing agreements of our funds generally provide that, if a recipient does not fund his or her respective share, we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will retain the right to pursue remedies against those carried interest recipients who fail to fund their obligations. We may need to use or reserve cash to repay such clawback obligations instead of using the cash for other purposes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contingent Obligations" and Notes 2 and 10 to the combined and consolidated financial statements appearing elsewhere in this prospectus.

We derive a substantial portion of our revenues from funds managed pursuant to management agreements that may be terminated or fund incorporation agreements that permit fund investors to request liquidation of investments in our funds on short notice.

The terms of our funds generally give either the management committee of the fund or the fund's advisory board the right to terminate our investment management agreement with the fund. However, insofar as we control the management committee of our funds that are Corporations, the risk of termination of investment management agreement for such funds is limited, subject to our fiduciary or contractual duties as management committee. This risk is more significant for certain of our funds that have independent boards of directors.

With respect to our funds that are subject to the Investment Company Act, each fund's investment management agreement must be approved annually by such fund's board of directors or by the vote of a majority of the shareholders and the majority of the independent members of such fund's board of directors and, in certain cases, by its stockholders, as required by law. The funds' investment management agreement can also be terminated by the majority of the shareholders. Termination of these agreements would reduce the fees we earn from the relevant funds, which could have a material adverse effect on our results of operations. Currently, ARDC and ARMF, registered investment companies under the Investment Company Act, and Huixinjia, a registered investment company that has elected to be treated as a business development company under the Investment Company Act, are subject to these provisions of the Investment Company Act.

In addition, with respect to certain of our funds the investment periods may be suspended or the fund agreements may terminate if we were to experience a change of control without obtaining the required investor consent. Such a change of control could be deemed to occur in the event our senior professional owners and affiliates dispose of enough of their interests in the Huixinjia Assets Management Units such that such persons, directly and indirectly, no longer hold a required minimum ownership interest in us. We cannot be certain that any required consents for any such deemed assignments or change of control will be obtained. Termination of these agreements, or suspension of the investment period (or other consequence), would negatively affect the fees we earn from the relevant funds, which could have a material adverse effect on our results of operations.

A downturn in the global credit markets could adversely affect our CLO investments.

Among the sectors particularly challenged by a downturn in the global credit markets are the CLO and leveraged finance markets. CLOs are subject to credit, liquidity, interest rate and other risks. In 2008 and through early 2009, liquidity in the credit markets was significantly reduced, resulting in an increase in credit spreads and a decline in ratings, performance and market values for leveraged loans. Although the credit markets in general and the leveraged loan market in particular have improved since the second half of 2009, they have not returned to pre-2008 levels. We have significant exposure to these markets through our investments in our CLO funds. These funds invest in deeply subordinated securities, representing highly leveraged investments in the underlying collateral, which increases both the opportunity for higher returns as well as the magnitude of losses when compared to the other investors that rank more senior to our funds in right of payment. As a result of such funds' subordinated position, the fund and its investors are at greater risk of suffering losses. The CLO market in which our CLOs invest has experienced an increase in downgrades, defaults and declines in market value and defaults in respect of leveraged loans in their collateral. Many CLOs are failing or may in the future fail one or more of their "overcollateralization" tests. The failure of one or more of these tests will result in cash flows that may have been otherwise available for distribution to one of our funds. This will reduce the value of such fund's investment. There can be no assurance that market conditions giving rise to these types of consequences will not occur, subsist or become more acute in the future.

Our funds may face risks relating to undiversified investments.

While diversification is generally an objective of our funds, there can be no assurance as to the degree of diversification, if any, that will be achieved in any fund investments. Difficult market conditions or slowdowns affecting a particular asset class, geographic region or other category of investment could have a significant adverse impact on a fund if its investments are concentrated in that area, which would result in lower investment returns. This lack of diversification may expose a fund to losses disproportionate to market declines in general if there are disproportionately greater adverse price movements in the particular investments. If a fund holds investments concentrated in a particular issuer, security, asset class or geographic region, such fund may be more susceptible than a more widely diversified investment corporation to the negative consequences of a single corporate, economic, political or regulatory event. Accordingly, a lack of diversification on the part of a fund could adversely affect a fund's performance and, as a result, our financial condition and results of operations.

Third-party investors in many our funds have the right to remove the management committee of the fund and to terminate the investment period under certain circumstances. In addition, the investment management agreements related to our separately managed accounts may permit the investor to terminate our management of such accounts on short notice. These events would lead to a decrease in our revenues, which could be substantial.

The governing agreements of many of our funds provide that, subject to certain conditions, third-party investors in those funds have the right to remove the management committee of the fund without cause by a simple majority vote, resulting in a reduction in management fees we would earn from such funds and a significant reduction in the expected amounts of performance fees from those funds. Performance fees could be significantly reduced as a result of our inability to maximize the value of investments by an fund during the liquidation process or in the event of the triggering of a "clawback" obligation. Finally, the applicable funds would cease to exist after completion of liquidation and winding-up. In addition, the governing agreements of our funds provide that upon the occurrence of certain events, including in the event that certain "key persons" in our funds do not meet specified time commitments with regard to managing the fund, investors in certain funds have the right to vote to terminate the investment period by a simple majority vote in accordance with specified procedures. In addition to having a significant negative impact on our revenue, net income and cash flow, the occurrence of such an event with respect to any of our funds would likely result in significant reputational damage to us and could negatively impact our future fundraising efforts.

We currently manage a portion of investor assets through separately managed accounts whereby we earn management fees and performance fees, and we intend to continue to seek additional separately managed account mandates. The investment management agreements we enter into in connection with managing separately managed accounts on behalf of certain clients may be terminated by such clients on as little as 30 days' prior written notice. In addition, the boards of directors of the investment management companies we manage, or the adviser in respect of Huixinjia, could terminate our advisory engagement of those companies on as little as 30 days' prior written notice. In the case of any such terminations, the management fees and performance fees we earn in connection with managing such account or company would immediately cease, which could result in a significant adverse impact on our revenues.

In addition, if we were to experience a change of control (as defined under the Investment Advisers Act of 1940, as amended, or as otherwise set forth in the incorporation agreements of our funds), continuation of the investment management agreements of our funds would be subject to investor consent. There can be no assurance that required consents will be obtained if a change of control occurs. In addition, with respect to our funds that are subject to the Investment Company Act, each fund's investment management agreement must be approved annually by the independent members of such fund's board of directors and, in certain cases, by its stockholders, as required by law. Termination of these agreements would cause us to lose the management fees and performance fees we earn from such funds.

The performance of our investments may fall short of our expectations and the expectations of the investors in our funds.

Before making investments, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. The due diligence investigation that we will carry out with respect to an investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity.

Once we have made an investment in a portfolio company, our funds generally establish the capital structure on the basis of financial projections prepared by the management of such portfolio company. These projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. General economic conditions, which are not predictable, along with other factors, may cause actual performance to fall short of the projections.

Additionally, we may cause our funds to acquire an investment that is subject to contingent liabilities. Such contingent liabilities could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or protect against the risks that they present. Acquired contingent liabilities could thus result in unforeseen losses for our funds. In addition, in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business. A fund may also be required to indemnify the purchasers of such investment if any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities by a fund, even after the disposition of an investment. Accordingly, the inaccuracy of representations and warranties made by a fund could harm such fund's performance.

Our funds may be forced to dispose of investments at a disadvantageous time.

Our funds may make investments that they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund's term or otherwise. Although we generally expect that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, and the management committees of the funds have only a limited ability to extend the term of the fund with the consent of fund investors or the advisory board of the fund, as applicable, our funds may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. This would result in a lower than expected return on the investments and, perhaps, on the fund itself.

Hedging strategies may adversely affect the returns on our funds' investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time use forward contracts, options, swaps, caps, collars, floors, foreign currency forward contracts, currency swap agreements, currency option contracts or other strategies. Currency fluctuations in particular can have a substantial effect on our cash flow and financial condition. The success of any hedging or other derivative transactions generally will depend on our ability to correctly predict market or foreign exchange changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into a transaction to reduce our exposure to market or foreign exchange risks, the transaction may result in poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, that reduce the returns generated by a fund.

Risks Related to Our Organization and Structure

If we were deemed to be an "investment company" under the Investment Company Act, applicable restrictions could make it impractical for us to continue our businesses as contemplated and could have a material adverse effect on our businesses.

An entity will generally be deemed to be an "investment company" for purposes of the Investment Company Act if:

•it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of providing investment management services and not primarily in the business of investing, reinvesting or trading in securities. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that we are, or following this offering will be, an "orthodox" investment company as defined in section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above. Furthermore, following this offering, we will have no material assets other than interests in certain wholly owned subsidiaries (within the meaning of the Investment Company Act), which in turn will have no material assets other than corporation units in the Huixinjia Assets Management entities. These wholly owned subsidiaries will be the management committees of certain of the Huixinjia Assets Management entities and will be vested with all management and control over such Huixinjia Assets Management entities. We do not believe that the equity interests of Huixinjia Capital Group, Inc in its wholly owned subsidiaries or the corporation units of these wholly owned subsidiaries in the Huixinjia Assets Management entities are investment securities. Moreover, because we believe that the capital interests of the management committees of our funds in their respective funds are neither securities nor investment securities, we believe that less than 40% of Huixinjia Capital Group, Inc's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis are, and after this offering will be, composed of assets that could be considered investment securities. Accordingly, we do not believe that Huixinjia Capital Group, Inc is, or following this offering will be, an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point above.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. If anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on capital structure, the ability to transact business with affiliates and the ability to compensate senior employees, could make it impractical for us to continue our businesses as currently conducted, impair the agreements and arrangements between and among the Huixinjia Assets Management, us, our funds and our senior management, or any combination thereof, and have a material adverse effect on our businesses, financial condition and results of operations. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our businesses in a manner that does not subject us to the registration and other requirements of the Investment Company Act.

Our common unitholders do not elect our management committee or, except in limited circumstances, vote on our management committee's directors and will have limited ability to influence decisions regarding our businesses.

Our management committee will manage all of our operations and activities. For so long as, as determined on January 31 of each year, the total voting power held by holders of the special voting units in Huixinjia Capital Group, Inc (including voting units held by our management committee and its affiliates) in their capacity as such, or otherwise directly or indirectly held by then-current or former Huixinjia personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), collectively, constitutes at least 10% of the voting power of the outstanding voting units of Huixinjia Capital Group, Inc, which we refer to as the "Huixinjia control condition," the board of directors of our management committee will have no authority other than that which its member chooses to delegate to it. In the event that the Huixinjia control condition is not satisfied, the board of directors of our management committee will be responsible for the oversight of our business and operations. See "Management—Limited Powers of

Our Board of Directors."

Unlike the holders of common stock in a corporation, our common unitholders will have limited voting rights and will have no right to remove our management committee or, except in the limited circumstances described below, elect the directors of our management committee. Our common unitholders will have no right to elect the directors of our management committee unless the Huixinjia control condition is not satisfied. For so long as the Huixinjia control condition is satisfied, our management committee's board of directors will be elected in accordance with its limited liability company agreement, which provides that directors may be appointed and removed by the member of our management committee, an entity owned and controlled by our Co-Founders. Immediately following this offering our Co-Founders will collectively have % of the voting power of Huixinjia Capital Group, Inc directors, or %. As a result, our common unitholders will have limited ability to influence decisions regarding our businesses. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Election of Directors of Management committee."

Our Co-Founders will be able to determine the outcome of those few matters that may be submitted for a vote of our common unitholders.

Immediately following this offering, our Co-Founders will beneficially own % of the equity in our businesses. Accordingly, immediately following this offering, our Co-Founders will have sufficient voting power to determine the outcome of those few matters that may be submitted for a vote of our common unitholders. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Withdrawal or Removal of the Management committee," "—Meetings; Voting" and "—Election of Directors of

Management committee."

Our common unitholders' voting rights will be further restricted by the provision in our incorporation agreement that will state that any common units held by a person that beneficially owns 20% or more of any class of our common units then outstanding

cannot be voted on any matter. In addition, our incorporation agreement will contain provisions limiting the ability of our common unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the ability of our common unitholders to influence the manner or direction of our management. Our incorporation agreement also will not restrict our management committee's ability to take actions that may result in our being treated as an entity taxable as a corporation for U.S. federal (and applicable state) income tax purposes. Furthermore, the common unitholders will not be entitled to dissenters' rights of appraisal under our incorporation agreement or applicable New York law in the event of a merger or consolidation, a sale of substantially all of our assets or any other transaction or event.

As a result of these matters and the provisions referred to under "—Our common unitholders do not elect our management committee or, except in limited circumstances, vote on our management committee's directors and will have limited ability to influence decisions regarding our businesses," our common unitholders may be deprived of an opportunity to receive a premium for their common units in the future through a sale of Huixinjia Capital Group, Inc, and the trading prices of our common units may be adversely affected by the absence or reduction of a takeover premium in the trading price.

Potential conflicts of interest may arise among our management committee, its affiliates and us. Our management committee and its affiliates have limited fiduciary duties to us and our common unitholders, which may permit them to favor their own interests to the detriment of us and our common unitholders.

Conflicts of interest may arise among our management committee and its affiliates, on the one hand, and us and our common unitholders, on the other hand. As a result of these conflicts, our management committee may favor its own interests and the interests of its affiliates over the interests of our common unitholders. These conflicts include, among others, the following:

•our management committee determines the amount and timing of our investments and dispositions, indebtedness, issuances of additional corporation interests and amounts of reserves, each of which can affect the amount of cash that is available for distribution to our common unitholders;

•our management committee is allowed to take into account the interests of parties other than us and our common unitholders in resolving conflicts of interest, which has the effect of limiting its duties (including fiduciary duties) to our common unitholders. For example, our subsidiaries that serve as the management committees of our funds have fiduciary and contractual obligations to the investors in those funds, as a result of which we expect to regularly take actions in a manner consistent with such duties and obligations but that might adversely affect our near-term results of operations or cash flow; • because our senior professional owners hold their Huixinjia Assets Management Units through an entity that is not subject to corporate income taxation and Huixinjia Capital Group, Inc holds Huixinjia Assets Management Units directly or through direct subsidiaries, some of which are subject to corporate income taxation, conflicts may arise between our senior professional owners and Huixinjia Capital Group, Inc relating to the selection, structuring and disposition of investments and other matters.

•other than as set forth in the fair competition, non-solicitation and confidentiality agreements to which our Co-Founders are subject, which may not be enforceable, affiliates of our management committee and existing and former personnel employed by our management committee are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with us;

•our management committee will limit its liability and reduce or eliminate its duties (including fiduciary duties) under our incorporation agreement, while also restricting the remedies available to our common unitholders for actions that, without these limitations, might constitute breaches of duty (including fiduciary duty). In addition, we will agree to indemnify our management committee and its affiliates to the fullest extent permitted by law, except with respect to conduct involving bad faith or criminal intent. By purchasing our common units, you will have agreed and consented to the provisions set forth in our incorporation agreement, including the provisions regarding conflicts of interest situations that, in the absence of such provisions, might constitute a breach of fiduciary or other duties under applicable state law;

•our incorporation agreement will not restrict our management committee from causing us to pay it or its affiliates for any services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as the terms of any such additional contractual arrangements are fair and reasonable to us as determined under our incorporation agreement;

•our management committee determines how much we pay for acquisition targets and the structure of such consideration, including whether to incur debt to fund the transaction, whether to issue units as consideration and the number of units to be issued and the amount and timing of any earn-out payments;

•our management committee determines whether to allow senior professionals to exchange their units or waive certain restrictions relating to such units pursuant to the terms of the exchange agreement;

•our management committee determines how much debt we incur and that decision may adversely affect our credit ratings;

•our management committee determines which costs incurred by it and its affiliates are reimbursable by us;

•our management committee controls the enforcement of obligations owed to us by it and its affiliates; and

•our management committee decides whether to retain separate counsel, accountants or others to perform services for us. See "Certain Relationships and Related Person Transactions" and "Conflicts of Interest and Fiduciary Responsibilities."

Our incorporation agreement will contain provisions that reduce or eliminate duties (including fiduciary duties) of our management committee and limit remedies available to common unitholders for actions that might otherwise constitute a breach of duty. It will be difficult for a common unitholder to successfully challenge a resolution of a conflict of interest by our management committee or by its conflicts committee.

Our incorporation agreement will contain provisions that waive or consent to conduct by our management committee and its affiliates that might otherwise raise issues about compliance with fiduciary duties or applicable law. For example, our incorporation agreement will provide that when our management committee is acting in its individual capacity, as opposed to in its capacity as our management committee, it may act without any fiduciary obligations to us or our common unitholders whatsoever. When our management committee, in its capacity as our management committee, is permitted to or required to make a decision in its "sole discretion" or "discretion" or under a grant of similar authority or latitude or that it deems "necessary or appropriate" or "necessary or advisable," then our management committee will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any common unitholders and will not be subject to any different standards that will be imposed by the incorporation agreement, the New York Revised Uniform Corporation Act (the "New York Business Corporate Laws") or under any other law, rule or regulation or in equity. These provisions are expressly permitted by New York law. Unless our management committee breaches its obligations pursuant to our incorporation agreement, we and our common unitholders do not have any recourse against our management committee even if our management committee were to act in a manner that was inconsistent with traditional fiduciary duties. Furthermore, even if there has been a breach of our incorporation agreement, our incorporation agreement will provide that our management committee and its officers and directors will not be liable to us or our common unitholders for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the management committee or its officers and directors acted in bad faith or with criminal intent. These modifications are detrimental to the common unitholders because they restrict the remedies available to common unitholders for actions that without those limitations might constitute breaches of duty (including fiduciary duty).

Whenever a potential conflict of interest exists between us, any of our subsidiaries or any of our partners and our management committee or its affiliates, our management committee may resolve such conflict of interest. If our management committee determines that its resolution of the conflict of interest is on terms no less favorable to us than those generally being provided to or available from unrelated third parties or is fair and reasonable to us, taking into account the totality of the relationships between the parties involved, then it will be presumed that in making this determination, our management committee acted in good faith. A common unitholder seeking to challenge this resolution of the conflict of interest would bear the burden of overcoming such presumption. This is different from the situation with New York corporations, where a conflict resolution by an interested party would be presumed to be unfair and the interested party would have the burden of demonstrating that the resolution was fair.

Also, if our management committee obtains the approval of its conflicts committee, the resolution will be conclusively deemed to be fair and reasonable to us and not a breach by our management committee of any duties it may owe to us or our common unitholders. This is different from the situation with New York corporations, where a conflict resolution by a committee consisting solely of independent directors may, in certain circumstances, merely shift the burden of demonstrating unfairness to the plaintiff. If you choose to purchase a common unit, you will be treated as having consented to the provisions set forth in our incorporation agreement, including provisions regarding conflicts of interest situations that, in the absence of such provisions, might be considered a breach of fiduciary or other duties under applicable state law. As a result, common unitholders will, as a practical matter, not be able to successfully challenge an informed decision by the conflicts committee. See "Certain Relationships and Related Person Transactions" and "Conflicts of Interest and Fiduciary Responsibilities."

The potential requirement to convert our financial statements from being prepared in conformity with accounting principles generally accepted in the United States to International Financial Reporting Standards may strain our resources and increase our annual expenses.

As a public entity, the Commission may require in the future that we report our financial results under International Financial Reporting Standards ("IFRS") instead of under GAAP. IFRS is a set of accounting principles that has been gaining acceptance on a worldwide basis. These standards are published by the London-based International Accounting Standards Board ("IASB") and are more focused on objectives and principles and less reliant on detailed rules than GAAP. Today, there remain significant and material differences in several key areas between GAAP and IFRS which would affect us. Additionally, GAAP provides specific guidance in classes of accounting transactions for which equivalent guidance in IFRS does not exist. The adoption of IFRS is highly complex and would have an impact on many aspects of us and our operations, including but not limited to financial accounting and reporting systems, internal controls, taxes, borrowing covenants and cash management. It is expected that a significant amount of time, internal and external resources and expenses over a multi-year period would be required for this conversion.

The consolidation of investment funds, holding companies or operating businesses of our portfolio companies could make it more difficult to understand our operating performance and could create operational risks for us.

Under applicable GAAP standards, we may be required to consolidate certain of our investment funds, holding companies or operating businesses if we determine that we have a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. As such, we consolidate (a) entities in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including Huixinjia-affiliates and affiliated funds and co-investment entities, for which we are the management committee and are presumed to have control, and (b) entities that we concluded are VIEs, including Corporations in which we have a nominal economic interest and the CLOs, for which we are deemed to be the primary beneficiary. The consolidation of such entities could make it difficult for an investor to differentiate our assets, liabilities, and results of operations apart from the assets, liabilities, and results of operations of the Consolidated Funds. The assets of the Consolidated Funds are not available to meet our liquidity requirements and similarly we generally have not guaranteed or assumed any obligation for repayment of the liabilities of the Consolidated Funds. For example, under current GAAP standards, we generally are required to consolidate onto our financial statements the CLOs that we manage. As of December 31, 2018, we consolidated the financial positions and results of operations of 75 Consolidated Funds, including 35 CLOs, into our combined and consolidated financial statements. The total assets and total liabilities of the 75 Consolidated Funds, including 35 CLOs, included in our combined consolidated financial statements were approximately $23.1 billion and $15.3 billion, respectively, as of December 31, 2018.

The VIEs that we consolidate will be, subject to certain transition guidelines, included in our annual assessment of the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act. As a result, we will need to implement and oversee procedures and processes to integrate such operations into our internal control structure. If we are not able to implement or maintain the necessary procedures and processes, we may be unable to report our financial information on a timely or accurate basis and thereby could subject us to adverse consequences, including sanctions by the Commission or violations of NASDAQ rules, and could result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

The requirements of being a public entity and sustaining growth may strain our resources.

As a public entity, we will be subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which is discussed below. See "—Our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act ("Section 404"), and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 could have a material adverse effect on our businesses and the price of our common units."

Section 404 requires our management and independent auditors to report annually on the effectiveness of our internal control over financial reporting. However, we are an emerging growth company and, so for as long as we continue to be an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, an exemption from the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting.

To maintain and improve the effectiveness of our disclosure controls and procedures, significant resources and management oversight will be required. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In addition, sustaining our growth also will require us to commit additional management, operational, and financial resources to identify new professionals to join the firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management's attention from other business concerns, which could have a material adverse effect on our businesses, financial condition, results of operations and cash flows. We expect to incur significant additional annual expenses related to these steps and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the Commission, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing, tax and legal fees and similar expenses.

We are an emerging growth company and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common units may be less attractive to investors.

We are an emerging growth company and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies, including, but not limited to, a provision allowing us to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. We have elected to adopt these reduced disclosure requirements and the exemption from the auditor attestation requirement available to emerging growth companies. We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of this offering, although a variety of circumstances could cause us to lose that status earlier. We cannot predict if investors will find our common units less attractive as a result of our taking advantage of these exemptions. If some investors find our common units less attractive as a result of our choices, there may be a less active trading market for our common units and the price of our common units may be more volatile.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have determined to opt out of such extended transition period and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for companies that are not "emerging growth companies." Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

The control of our management committee may be transferred to a third party without common unitholder consent.

Our management committee may transfer its management committee interest to a third party in a merger or consolidation or in a transfer of all or substantially all of its assets or otherwise without the consent of our common unitholders. Furthermore, at any time, the member of our management committee may sell or transfer all or part of its interests in our management committee without the approval of the common unitholders, subject to certain restrictions as described elsewhere in this annual report. A new management committee may not be willing or able to form new funds and could form funds that have investment objectives and governing terms that differ materially from those of our current funds. A new owner could also have a different investment philosophy, employ investment professionals who are less experienced, be unsuccessful in identifying investment opportunities or have a track record that is not as successful as our track record. If any of the foregoing were to occur, we could experience difficulty in making new investments, and the value of our existing investments, our businesses, our results of operations and our financial condition could materially suffer.

We will be required to pay the TRA Recipients for most of the benefits relating to any additional tax depreciation or amortization deductions we may claim as a result of the tax basis step-up we receive in subsequent sales or exchanges of Huixinjia Assets Management Units and related transactions. In certain circumstances, payments to the TRA Recipients may be accelerated and/or could significantly exceed the actual tax benefits we realize.

The holders of Huixinjia Assets Management Units, subject to any applicable transfer restrictions and other provisions, may, on a quarterly basis, from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement), exchange their Huixinjia Assets Management Units for our common units on a one-for-one basis. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc Subsequent exchanges are expected to result in increases (for U.S. federal income tax purposes) in the tax basis of the tangible and intangible assets of the relevant Huixinjia Assets Management entity. These increases in tax basis generally will increase (for U.S. federal income tax purposes) depreciation and amortization deductions and potentially reduce gain on sales of assets and, therefore, reduce the amount of tax that Huixinjia Capital Group, Inc's direct subsidiaries that are taxable as corporations for U.S. federal tax purposes, which we refer to as the "corporate taxpayers," would otherwise be required to pay in the future, although the IRS may challenge all or part of these deductions and tax basis increases, and a court could sustain such a challenge.

If the IRS were to challenge a tax basis increase, the TRA Recipients will not reimburse us for any payments previously made to them under the tax receivable agreement. The corporate taxpayers' ability to achieve benefits from any tax basis increase, and the payments to be made under the tax receivable agreement, will depend upon a number of factors, as discussed above, including the timing and amount of our future income. As a result, in certain circumstances, payments to the TRA Recipients under the tax receivable agreement could be in excess of the corporate taxpayers' cash tax savings.

In addition, the tax receivable agreement will provide that, upon a merger, asset sale or other form of business combination or certain other changes of control, or if, at any time, the corporate taxpayers elect an early termination of the tax receivable agreement, the corporate taxpayers' obligations under our tax receivables agreement with respect to exchanged or acquired units (whether exchanged or acquired before or after such change of control) would be calculated by reference to the value of all future payments that the TRA Recipients would have been entitled to receive under the tax receivable agreement using certain valuation assumptions, including that the corporate taxpayers would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and, in the case of an early termination election, that any Huixinjia Assets Management Units that have not been exchanged are deemed exchanged for the market value of the common units at the time of termination. See "Certain Relationships and Related Person Transactions—Tax Receivable Agreement."

Tax consequences to the direct and indirect holders of Huixinjia Assets Management Units may give rise to conflicts of interests.

As a result of the tax gain inherent in our assets held by the Huixinjia Assets Management at the time of this offering, upon a realization event, the direct and indirect holders of Huixinjia Assets Management Units may incur different and potentially significantly greater tax liabilities as a result of the disproportionately greater allocations of items of taxable income and gain to such holders. As these direct and indirect holders will not receive a corresponding greater distribution of cash proceeds, they may, subject to applicable fiduciary or contractual duties, have different objectives regarding the appropriate pricing, timing and other material terms of any sale, refinancing, or disposition, or whether to sell such assets at all. Decisions made with respect to an acceleration or deferral of income or the sale or disposition of assets with unrealized built-in tax gains may also influence the timing and amount of payments that are received by a TRA Recipient under the tax receivable agreement. In general, we anticipate that earlier disposition of assets with unrealized builtin tax gains following such exchange will tend to accelerate such payments and increase the present value of the tax receivable agreement, and disposition of assets with unrealized built-in tax gains before an exchange generally will increase an exchanging holder's tax liability without giving rise to any rights to any payments under the tax receivable agreement. Decisions made regarding a change of control also could have a material influence on the timing and amount of payments received by the TRA Recipients pursuant to the tax receivable agreement.

Risks Related to Our Common Units and this Offering

There may not be an active trading market for our common units, which may cause our common units to trade at a discount from the initial offering price and make it difficult to sell the common units you purchase.

Prior to this offering, there has been no public trading market for our common units. We cannot predict the extent to which this offering will lead to the development of an active trading market on or otherwise how liquid that market might become. It is possible that after this offering an active trading market will not develop or continue, or, if developed, that any market will be sustained which would make it difficult for you to sell your common units at an attractive price or at all. The initial public offering price per common unit will be determined by agreement among us and may not be indicative of the price at which our common units will trade in the public market after this offering. See "Underwriting." Consequently, our common unitholders may not be able to sell our common units at prices equal to or greater than the price they paid in this offering.

The market price and trading volume of our common units may be volatile, which could result in rapid and substantial losses for our common unitholders.

Even if an active trading market for our common units develops, the market price of our common units may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common units may fluctuate and cause significant price variations to occur. If the market price of our common units declines significantly, you may be unable to resell your common units at or above your purchase price, if at all. The market price of our common units may fluctuate or decline significantly in the future. Some of the factors that could negatively affect the price of our common units or result in fluctuations in the price or trading volume of our common units include:

•variations in our quarterly operating results or distributions, which variations we expect will be substantial;

•our policy of taking a long-term perspective on making investment, operational and strategic decisions, which is expected to result in significant and unpredictable variations in our quarterly returns;

•failure to meet analysts' earnings estimates;

•publication of research reports about us or the investment management industry or the failure of securities analysts to cover our common units after this offering;

•additions or departures of our senior professionals and other key management personnel;

•adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•changes in market valuations of similar companies; • speculation in the press or investment community;

•changes or proposed changes in laws or regulations or differing interpretations thereof affecting our businesses or enforcement of these laws and regulations, or announcements relating to these matters;

•a lack of liquidity in the trading of our common units;

•announcements by our competitors of significant contracts, acquisitions, dispositions, strategic corporations, joint ventures or capital commitments;

•adverse publicity about the asset management industry generally or individual scandals, specifically; and

•general market and economic conditions.

In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against public companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

The tax attributes of our common units may cause mutual funds to limit or reduce their holdings of common units.

U.S. mutual funds that are treated as regulated investment companies ("RICs") for U.S. federal income tax purposes generally are required, among other things, to distribute at least 90% of their investment company taxable income to their shareholders to maintain their favorable U.S. income tax status. RICs generally are required to meet this distribution requirement regardless of whether their investments generate cash distributions equal to their taxable income. Accordingly, these investors have a strong incentive to invest in securities in which the amount of cash generated is at least equal to the amount of taxable income recognized. Our common unitholders, however, may be allocated an amount of income and gain for U.S. federal income tax purposes that exceeds the amount of cash we distribute to them. Additionally, for non-U.S. investors in RICs, certain complex rules may limit the benefits of investing in a RIC to the extent that such RIC's holdings include our common units. This may make it difficult for RICs to maintain a meaningful portion of their portfolio in our common units and may force those RICs that do hold our common units to sell all or a portion of their holdings of our common units. These actions could increase the supply of, and reduce the demand for, our common units, which could cause the price of our common units to decline.

An investment in our common units is not an investment in any of our funds, and the assets and revenues of our funds are not directly available to us.

This prospectus solely relates to our common units, and is not an offer directly or indirectly of any securities of any of our funds. As such holders of our common units will not directly participate in the performance of our underlying funds, and any benefits from such performance will directly inure to investors in those funds. Our common units are securities of Huixinjia Capital Group, Inc only. While our historical consolidated and combined financial information includes financial information, including assets and revenues, of our funds on a consolidated basis, and our future financial information will continue to consolidate certain of these funds, such assets and revenues are available to the fund and not to us except to a limited extent through management fees, performance fees, distributions and other proceeds arising from agreements with funds, as discussed in more detail in this prospectus.

The market price of our common units may decline due to the large number of common units eligible for exchange and future sale.

The market price of our common units could decline as a result of sales of a large number of common units in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell common units in the future at a time and at a price that we deem appropriate. All of the common units sold in this offering, will be freely tradable without restriction or further registration under the Securities Act by persons other than our "affiliates." See "Common Units Eligible for Future Sale." Subject to the lock-up restrictions described below, we may issue and sell in the future additional common units.

In connection with the Reorganization and immediately following this offering and the Offering Transactions, our senior professional owners will own an aggregate of Huixinjia Assets Management Units. We expect to enter into an exchange agreement with the holders of Huixinjia Assets Management Units so that such holders, subject to any applicable transfer and other restrictions, may up to four times each year from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement) exchange their Huixinjia Assets Management Units for our common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc The common units we issue upon such exchanges would be "restricted securities," as defined in Rule 144 under the Securities Act, unless we register such issuances.

Huixinjia Assets Management, the Strategic Investors and certain of their respective affiliates have the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act common units delivered in exchange for Huixinjia Assets Management Units or common units of Huixinjia Capital Group, Inc otherwise held by them. In addition, we may be required to make available shelf registration statements permitting sales of common units into the market from time to time over an extended period. Lastly, Huixinjia Assets Management, the Strategic Investors and certain of their respective affiliates will have the ability to exercise certain piggyback registration rights in respect of common units held by them in connection with registered offerings requested by other registration rights holders or initiated by us. See "Common Units Eligible for Future Sale—Registration Rights" and "Certain Relationships and Related Person Transactions—Registration Rights Agreement." In addition, approximately % of the Huixinjia Assets Management Units received by our award recipients will not be vested and are subject to transfer restrictions. See "Compensation of Our Directors and Executive Officers—Vesting; Transfer Restrictions for Senior Professional Owners." However, transfers may occur notwithstanding such restrictions pursuant to transactions or programs approved by our management committee.

In addition, our incorporation agreement will authorize us to issue an unlimited number of additional corporation securities and options, rights, warrants and appreciation rights relating to corporation securities for the consideration and on the terms and conditions established by our management committee in its sole discretion without the approval of any directors. In accordance with the New York Business Corporate Laws and the provisions of our incorporation agreement, we may also issue additional corporation interests that have certain designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to common units. Similarly, the governing agreements of the Huixinjia Assets Management entities will authorize the direct subsidiaries of Huixinjia Capital Group, Inc which are the management committees of those entities to issue an unlimited number of additional units of the Huixinjia Assets Management entity with such designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Huixinjia Assets Management Units, and which may be exchangeable for our common units.

We cannot assure you that our intended distributions will be paid each quarter or at all.

Our intention is to distribute to our common unitholders on a quarterly basis substantially all of Huixinjia Capital Group, Inc's share of distributable earnings in excess of amounts determined by our management committee to be necessary or appropriate to provide for the conduct of our businesses, to make appropriate investments in our businesses and our funds, to comply with applicable law, any of our debt instruments or other agreements or to provide for future distributions to our common unitholders for any ensuing quarter, subject to a base quarterly distribution in a target range of 75% to 85% of distributable earnings. The declaration, payment and determination of the amount of quarterly distributions, if any, will be at the sole discretion of our management committee, which may change our distribution policy at any time. We cannot assure you that any distributions, whether quarterly or otherwise, can or will be paid. In making decisions regarding our quarterly dividend, our management committee considers general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, working capital requirements and other anticipated cash needs, contractual restrictions and obligations, legal, tax, regulatory and other restrictions that may have implications on the payment of distributions by us to our common unitholders or by our subsidiaries to us, and such other factors as our management committee may deem relevant.

Risks Related to U.S. Taxation

Legislation has been proposed that, if enacted, would subject us to U.S. federal income tax as a corporation on our net income which would materially increase our U.S. federal income tax liability, could materially reduce the amount available for distribution to common unitholders and would materially alter the tax considerations in connection with an investment in, the ownership of and the disposition of our common units.

Legislation has recently been proposed by the Chairman of the House Ways and Means Committee that, if enacted, would repeal, effective for taxable years beginning after December 31, 2016, the exception from taxation as a corporation currently available to certain publicly traded corporations. Based on our expected sources of income and investments, if this legislation were enacted in the form proposed, we would be treated as a corporation for U.S. federal income tax purposes. As a result, commencing with our taxable year beginning January 1, 2017, we would become subject to U.S. corporate income tax on our net corporate taxable income. Our liability for U.S. corporate income tax likely would materially increase our entity-level tax liability, and therefore reduce amounts otherwise available for us to distribute to common unitholders. In addition, if we were treated as a corporation for U.S. federal income tax purposes, ownership of our common units would have the same U.S. federal income tax considerations as ownership of common stock of a corporation. As a result, such legislation, if enacted, would materially alter the U.S. federal income tax considerations in connection with an investment in, the ownership of and the disposition of our common units. As of the date of this prospectus, it is not possible to predict if, whether or when this legislation might be enacted, in what form or with what effective date. It is also very possible that the proposed legislation could be materially altered in the course of the legislative process in ways that are not possible to predict, and which could materially change our U.S. federal income tax treatment or the tax considerations in connection with an investment in, the ownership of and the disposition of our common units. Investors should discuss with their own tax advisors the possibility that we might cease to be treated as a corporation for U.S. federal income tax purposes and other possible changes in tax law. See "Material U.S. Federal Tax Considerations."

Legislation has been proposed that, if enacted, would tax U.S. and some non-U.S. individual common unitholders with respect to certain of our income and gains at increased rates. If such legislation, or similar legislation, were to be enacted, we could incur a material increase in our income tax liability and a substantial portion of our income and gain could be taxed at a higher rate to U.S. and some non-U.S. individual common unitholders.

Legislation has been proposed by the Chairman of the Ways and Means Committee of the U.S. House of Representatives that would, in general, treat income and gains, including gain on sale, attributable to an interest in an "investment services corporation interest" (an "ISPI") as income subject to ordinary income tax rates that are higher than the long-term capital gains rates applicable to such income under current law, except if such ISPI would be considered under the legislation to be a "qualified capital interest." A substantially similar proposal was included in the President's General Explanations of the Administration's Fiscal Year 2015 Revenue Proposals. Common units that an investor would hold and the interests that we hold in entities that are entitled to receive carried interest would likely be classified as ISPIs for purposes of these proposals. It is unclear whether or when the U.S. Congress will consider these proposals or what provisions will be included in any final legislation, if enacted, or when such legislation would be effective. If similar legislation were to be enacted, our effective tax rate could increase significantly. In addition, we could be subject to increased state and local taxes.

A number of similar legislative and administrative proposals have been introduced in recent years and, in certain cases, have been passed by the U.S. House of Representatives. The Obama administration's published revenue proposals for 2010, 2016, 2017, 2013 and 2014 contained similar proposals, as well.

States and other jurisdictions have also considered legislation to increase taxes with respect to carried interest. For example, New York considered legislation under which a common unitholder, even if a non-resident, could be subject to New York state income tax on income in respect of our common units as a result of certain activities of our affiliates in New York. This legislation would have been retroactive to January 1, 2010. It is unclear when or whether similar legislation will be enacted. In addition, states and other jurisdictions have considered legislation to increase taxes involving other aspects of our structure and have considered and enacted legislation which could increase taxes imposed on our income and gain.

Our structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.

The U.S. federal income tax treatment of our common unitholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Additionally, changes to the U.S. federal income tax laws and interpretations thereof could make it more difficult or impossible to satisfy the requirements for us to be treated as a corporation for U.S. federal income tax purposes that is not taxable as a corporation, affect or cause us to change our investments and commitments, affect the tax considerations of an investment in us, change the character or treatment of portions of our income and adversely affect an investment in our common units. Additionally, our organizational documents and governing agreements will permit our management committee to modify our Corporation agreement from time to time, without the consent of our common unitholders, to address certain changes in U.S. federal income tax regulations, legislation or interpretation. In some circumstances, such revisions could have a material adverse impact on some or all of our common unitholders.

You will be required to take into account your allocable share of our taxable income and gain, regardless of whether you receive any cash distributions from us.

As long as we are treated for U.S. federal income tax purposes as a corporation, and not as a publicly traded corporation taxable as a corporation, you will be required to take into account your allocable share of our items of income, gain, loss, deduction and credit on an annual basis in calculating your U.S. federal income taxable income.

Distributions to you generally will be taxable for U.S. federal income tax purposes only to the extent the amount distributed exceeds your tax basis in your common units. As a result, you may be subject to U.S. federal income tax on your allocable share of our items of income, gain, loss, deduction and credit (including our allocable share of those items of any entity in which we invest that is treated as a corporation or is otherwise subject to tax on a flow through basis) for each of our taxable years ending with or within your taxable years, regardless of whether or not you receive cash distributions from us. Additionally, you may not receive cash distributions equal to your allocable share of our net taxable income or gain, or even the amount of your U.S. federal, state and local income tax liability that results from that income or gain. Also, certain of our holdings, such as stock in a controlled foreign corporation or a passive foreign investment company or an entity that is fiscally transparent or a financial conduit for U.S. federal income tax purposes, may produce taxable income prior to the receipt of cash relating to such income, and common unitholders that are U.S. taxpayers generally will be required to take such income into account in determining their U.S. federal taxable income. In the event of an inadvertent termination of our corporation status for which the IRS has granted us limited relief, each holder of our common units may be obligated to make adjustments as required by IRS to maintain our status as a corporation. Such adjustments may require persons holding our common units to recognize additional amounts of taxable income in respect of the years to which such allocations apply. See "Material U.S. Federal

Tax Considerations."

Common unitholders will be subject to state and local taxes and return filing requirements as a result of investing in our common units.

In addition to U.S. federal income taxes, our common unitholders may be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes, that are imposed by the various jurisdictions in which we do business or own property now or in the future, even if our common unitholders do not reside in any of those jurisdictions. Our common unitholders may be required to file state and local income tax returns in some or all of these jurisdictions and may be required to pay state and local income taxes in some or all of these jurisdictions. Further, common unitholders may be subject to penalties for failure to comply with those requirements. It is the responsibility of each unitholder to file all U.S. federal, state and local tax returns that may be required of such common unitholder. "Material U.S. Federal Tax Considerations—Consequences to U.S. Holders of Common Units—

State, Local and Foreign Tax Considerations."

Tax gain or loss on disposition of our common units could be more or less than expected.

If you sell your common units, you will generally recognize a taxable gain or loss equal to the difference between the amount realized and your adjusted tax basis in those common units. Prior distributions to you in excess of the total net taxable income allocated

to you, which decreased the tax basis in your common units, will in effect become taxable income or gain to you if the common units are sold at a price greater than your tax basis in those common units, even if the price is less than the original cost. A portion of the amount realized, whether or not representing gain, may be ordinary income to you.

Our common units may not be uniform, which could result in IRS examination of our tax returns and the tax returns of our common unitholders, and could have a negative impact on the value of your investment.

We cannot match transferors and transferees of our common units, and as a result we will adopt depreciation, amortization and other tax accounting positions that may not conform to all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our common unitholders, and could affect the timing of these tax benefits or the amount of gain on the sale of our common units. This could have a negative impact on the value of our common units or result in audits of and adjustments to our U.S. federal tax returns and the tax returns of our common unitholders. See "Material U.S. Federal Tax Considerations—Consequences to U.S. Holders of Common Units—Uniformity of Common Units."

In addition, our taxable income and losses will be determined and apportioned among investors using conventions we regard as consistent with applicable law. As a result, if you transfer your common units, you may be allocated income, gain, loss and deduction realized by us after the date of transfer. Similarly, a transferee may be allocated income, gain, loss and deduction realized by us prior to the date of the transferee's acquisition of our common units. A transferee may also bear the cost of withholding tax imposed with respect to income allocated to a transferor through a reduction in the cash distributed to the transferee.

The sale or exchange of 50% or more of our capital and profit interests will result in the termination of our corporation for U.S. federal income tax purposes.

The sale or exchange of 50% or more of our capital and profit interests within a 12-month period will result in the termination of our corporation for U.S. federal income tax purposes. Our termination would, among other things, result in the closing of our taxable year for all common unitholders and may result in more than 12 months of our taxable income or loss being includable in the holder's taxable income for the year of termination. A termination could also result in penalties if we were unable to determine that the termination had occurred. See "Material U.S. Federal Tax Considerations—Administrative Matters—Constructive Termination" for a description of the consequences of our termination for U.S. federal income tax purposes.

Non-U.S. persons could face different U.S. tax issues from owning common units than U.S. persons, and such differences may result in adverse tax consequences to them.

Some of our investment activities may cause us to be engaged in a U.S. trade or business for U.S. federal income tax purposes, in which case some portion of our income would be treated as effectively connected income ("ECI") with respect to non-U.S. Holders (as defined below). Moreover, dividends received from an investment that we make in a REIT that are attributable to gains from the sale of U.S. real property interests and sales of certain investments in interests in U.S. real property, including stock of certain U.S. corporations owning significant U.S. real property, may be treated as ECI with respect to non-U.S. Holders. In addition, certain income of non-U.S. Holders from U.S. sources not connected to any such U.S. trade or business conducted by us could be treated as ECI. To the extent our income is treated as ECI, non-U.S. Holders generally would be subject to withholding tax on their allocable shares of such income, would be required to file a U.S. federal income tax return for such year reporting their allocable shares of income effectively connected with such trade or business and any other income treated as ECI, and would be subject to U.S. federal income tax at regular U.S. tax rates on any such income. Non-U.S. Holders that are treated as corporations for U.S. federal income tax purposes may also be subject to a 30% branch profits tax on their allocable share of such income. In addition, certain income from U.S. sources that is not ECI allocable to non-U.S. Holders will be reduced by withholding taxes imposed at the highest effective applicable tax rate. See "Material U.S. Federal Tax Considerations—Consequences to Non-U.S. Holders of Common Units."

Non-U.S. persons may face adverse tax consequences in their countries of residence from owning common units.

Huixinjia Capital Group, Inc will own interests in one or more entities in which no member has unlimited liability and which is treated as a fiscally transparent pass-through entity for U.S. federal income tax purposes, or a "hybrid entity," such as a limited liability company. It is possible that a non-U.S. jurisdiction will treat such a hybrid entity as fiscally opaque. In that case, a non-U.S. Holder

could be subject to different results in respect of timing and character of income and gain recognition, as well as the availability of losses, credits or deductions, including in respect of any taxes paid or deemed paid by or on behalf of the non-U.S. Holder, in such non-U.S. jurisdiction.

Tax-exempt entities face special U.S. federal income tax issues from owning common units that may result in adverse tax consequences to them.

A tax-exempt partner of a corporation generally must include in computing its "unrelated business taxable income" ("UBTI"), its pro rata share (whether or not distributed) of such corporation's gross income derived from a trade or business conducted by such corporation which is unrelated to the exempt function of the tax-exempt partner. Moreover, a tax-exempt partner of a corporation could be treated as earning UBTI to the extent that such corporation derives income from "debt-financed property," or if the corporation interest itself is debt financed. Debt-financed property means property held to produce income with respect to which there is "acquisition indebtedness" (i.e., indebtedness incurred in acquiring or holding property). We are under no obligation to minimize UBTI, and a U.S. Holder of our common units that is a tax-exempt organization for U.S. federal income tax purposes and, therefore, generally exempt from U.S. federal income taxation, may be subject to "unrelated business income tax" to the extent, if any, that its allocable share of our income consists of UBTI. See "Material U.S. Federal Tax Considerations—Consequences to U.S. Holders of Common Units—Special Considerations for U.S. Tax-Exempt Entities."

We do not expect to be able to furnish to each common unitholder specific tax information within 90 days after the close of each calendar year, which means that our common unitholders who are U.S. taxpayers should anticipate the need to file annually a request for an extension of the due date of their income tax return. In addition, it is possible that common unitholders who are otherwise required to file US. federal income tax returns may be required to file amended income tax returns.

We have agreed to furnish to each common unitholder, as soon as reasonably practicable after the close of each taxable year, tax information (including Schedule K-1), which describes on a U.S. dollar basis such holder's share of our taxable income, gain, loss, deduction and credit for our preceding taxable year. It will most likely require longer than 90 days after the end of our fiscal year to obtain the requisite information from all lower-tier entities. Consequently, holders of our common units who are U.S. taxpayers or otherwise required to file U.S. tax returns should anticipate the need to file annually with the IRS (and, if applicable, certain states) a request for an extension past April 15 or the otherwise applicable due date of their income tax return for the taxable year. In addition, each common unitholder generally is required to file U.S. federal and state tax returns consistently with the information provided by us for the taxable year for all relevant tax purposes. In preparing this information, we will use various accounting and reporting conventions, some of which have been mentioned in the previous discussion, to determine such holder's share of income, gain, loss, deduction and credit. The IRS or state tax authorities may successfully contend that certain of these reporting conventions are impermissible, which could result in an adjustment to such holder's income or loss and could result in an increase in overall tax due. Additionally, we may be audited by taxing authorities from time to time. Adjustments resulting from a tax audit may require a holder to adjust a prior year's tax liability and possibly may result in an audit of such holder's own tax return. Any audit of such holder's tax return could result in adjustments not related to our tax returns as well as those related to our tax returns, and could result in an increase in overall tax due. See "Material U.S. Federal Tax Considerations—Administrative Matters—Information Returns."

We may hold or acquire certain investments through entities classified as PFICs or CFCs for U.S. federal income tax purposes.

Certain of our investments may be in foreign corporations or may be acquired through a foreign subsidiary that would be classified as a corporation for U.S. federal income tax purposes. Such an entity may be a PFIC (as defined below) or a CFC (as defined below) for U.S. federal income tax purposes. U.S. holders of common units considered to own an interest in a PFIC or a CFC may experience adverse U.S. federal and state income tax consequences. See "Material U.S. Federal Tax Considerations—Consequences to U.S. Holders of Common Units—Passive Foreign Investment Companies" and "—Consequences to U.S. Holders of Common Units—Controlled Foreign Corporations" for additional information regarding such consequences.

Applicable U.S. tax law could adversely affect our ability to raise funds from certain foreign investors.

Under Sections 1471 to 1474 of the Code (such Sections, along with the Treasury Regulations promulgated thereunder, commonly referred to as "FATCA"), a broadly defined class of foreign financial institutions are required to comply with a U.S. tax reporting regime

or be subject to certain U.S. withholding taxes. The reporting obligations imposed under FATCA require foreign financial institutions to enter into agreements with the IRS to obtain and disclose information about certain account holders and investors to the IRS (or in the case of certain foreign financial institutions that are resident in a jurisdiction that has entered into an intergovernmental agreement ("IGA") to implement this legislation, to comply with comparable non-U.S. laws implementing the IGA). Additionally, certain non-U.S. entities that are not foreign financial institutions are required to provide certain certifications or other information regarding their U.S. beneficial ownership or be subject to certain U.S. withholding taxes under FATCA. There are uncertainties regarding the implementation of FATCA and it is difficult to determine at this time what impact any future administrative guidance may have. The administrative and economic costs of compliance with FATCA may discourage some foreign investors from investing in U.S. funds, which could adversely affect our ability to raise funds from these investors or reduce the demand for our common units. Moreover, we expect to incur additional expenses related to our compliance with FATCA, which could increase our tax compliance costs generally.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of those words or other comparable words. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this prospectus. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

MARKET AND INDUSTRY DATA AND FORECASTS

This prospectus includes market and industry data and forecasts from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data, estimates and forecasts. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Our internal data, estimates and forecasts are based upon information obtained from our investors, partners, trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus.

ORGANIZATIONAL STRUCTURE

Exchange Agreement

Prior to this offering, we will enter into an exchange agreement with the holders of Huixinjia Assets Management Units so that such holders, subject to any applicable transfer restrictions and other provisions, may up to four times each year from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement) exchange their Huixinjia Assets Management Units for our common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications, or, at our option, for cash. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc If and when a holder exchanges Huixinjia Assets Management Units for common units of Huixinjia Capital Group, Inc, the relative equity percentage ownership of such holder and of the other equity owners of Huixinjia (whether held at Huixinjia Capital Group, Inc or at the Huixinjia Assets Management) will not be altered. We have not yet determined how any such future exchanges will be accounted for in our combined and consolidated financial statements.

Our Organizational Structure Following this Offering

Huixinjia Capital Group, Inc, either directly or through direct subsidiaries, will be the management committee of each of the Huixinjia Assets Management entities, and will operate and control all of the business and affairs of the Huixinjia Assets Management. In addition, Huixinjia Capital Group, Inc will consolidate the financial results of the Huixinjia Assets Management entities, their consolidated subsidiaries and certain consolidated funds. The ownership interest of the directors of the Huixinjia Assets Management entities will be reflected as a non-controlling interest in Huixinjia Capital Group, Inc's combined and consolidated financial statements. Following this offering, our senior professional owners will hold their interests in us and in the Huixinjia Assets Management either directly or indirectly through Huixinjia Assets Management or a similar entity.

(2)Huixinjia senior professional owners will hold indirectly through Huixinjia Assets Management

Following this offering, subsidiaries of the Huixinjia Assets Management will generally be entitled to:

•all management fees payable in respect of all of our funds, as well as transaction and other fees that may be payable by or in connection with portfolio investments of these funds;

See "Business—Incentive Arrangements / Fee Structure."

Each of the Huixinjia Assets Management entities will have an identical number of Corporation units outstanding. Huixinjia Capital Group, Inc will hold, directly or through direct subsidiaries, a number of Huixinjia Assets Management Units equal to the number of common units that Huixinjia Capital Group, Inc has issued. The Huixinjia Assets Management Units that will be held by Huixinjia Capital Group, Inc and its direct subsidiaries will be economically identical in all respects to the Huixinjia Assets Management Units that will be held initially by our existing owners following this offering. Accordingly, the income of the Huixinjia Assets Management will benefit Huixinjia Capital Group, Inc to the extent of its equity interest in the Huixinjia Assets Management.

Unlike the holders of common stock in a corporation, our common unitholders will have limited voting rights and will have no right to remove our management committee or, except in the limited circumstances described below, elect the directors of our management committee. We refer to our common units (other than those held by any person whom our management committee may from time to time with such person's consent designate as a non-voting common unitholder) and our special voting units as "voting units." Our common unitholders' voting rights will be further restricted by the provision in our incorporation agreement stating that any common units held by a person that beneficially owns 20% or more of any class of our common units then outstanding (other than our management committee, Shenzhen Huixinjia Assets Management Co. Ltd and their respective affiliates, or a direct or subsequently approved transferee of our management committee or its affiliates) cannot be voted on any matter.

In general, our common unitholders will have no right to elect the directors of our management committee. However, when our Co-Founders and other then-current or former Huixinjia personnel directly or indirectly hold less than 10% of the director voting power, our common unitholders will have the right to vote in the election of the directors of our management committee. This voting power condition will be measured on January 31 of each year, and will be triggered if the total voting power held by holders of the special voting units in Huixinjia Capital Group, Inc (including voting units held by our management committee and its affiliates) in their capacity as such, or otherwise directly or indirectly held by then-current or former Huixinjia personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), collectively, constitutes less than 10% of the voting power of the outstanding voting units of Huixinjia Capital Group, Inc See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Election of Directors of Management committee." Unless and until the foregoing voting power condition is satisfied, our management committee's board of directors will be elected in accordance with its limited liability company agreement, which provides that directors generally may be appointed and removed by the member of our management committee, an entity owned and controlled by our Co-Founders. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Election of Directors of Management committee." Unless and until the foregoing voting power condition is satisfied, the board of directors of our management committee will have no authority other than that which its member chooses to delegate to it. In the event that the voting power condition is satisfied, the board of directors of our management committee will be responsible for the oversight of our business and operations. See "Management—Limited Powers of Our Board of Directors."

Holding Company Structure

After this offering, we intend to cause the Huixinjia Assets Management entities to make distributions to their partners, including Huixinjia Capital Group, Inc and its direct subsidiaries, to fund any distributions Huixinjia Capital Group, Inc may declare on the common units. If the Huixinjia Assets Management makes such distributions, the directors of the Huixinjia Assets Management entities will be entitled to receive equivalent distributions pro rata based on their Corporation units in the Huixinjia Assets Management.

Because certain direct subsidiaries of Huixinjia Capital Group, Inc must pay taxes and make payments under the tax receivable agreement, the amounts ultimately distributed by Huixinjia Capital Group, Inc to common unitholders are expected to be less, on a per unit basis, than the amounts distributed by the Huixinjia Assets Management to the directors of the Huixinjia Assets Management entities in respect of their Huixinjia Assets Management Units.

The governing agreements of the Huixinjia Assets Management entities provide for cash distributions, which we refer to as "tax distributions," to the partners of such entities if the management committees of the Huixinjia Assets Management entities determine that the taxable income of the relevant Huixinjia Assets Management entity gives rise to taxable income for its partners. Generally, these tax distributions will be computed based on our estimate of the net taxable income of the relevant entity multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, California or New York, New York, whichever is greater (taking into account the non-deductibility of certain expenses and the character of our income). If we had effected the Reorganization on January 1, 2013, the assumed effective tax rate for 2013 would have been approximately 53%. The Huixinjia Assets Management will make tax distributions only to the extent distributions from such entities for the relevant year were otherwise insufficient to cover such tax liabilities.

USE OF PROCEEDS

We estimate that the net proceeds from this offering, at an assumed initial public offering price of $3.50 per common unit, the midpoint of the estimated offering price range set forth on the front cover of this prospectus will be approximately $700 million.

We intend to use the net proceeds from this offering to purchase newly issued Huixinjia Assets Management Units substantially currently with the consummation of this offering, as described under "Organizational Structure—Offering Transactions," to partially repay outstanding borrowings under the Credit Facility and for general corporate purposes and to fund growth initiatives.

CASH DISTRIBUTION POLICY

Distribution Policy for Common Units

We expect to distribute to our common unitholders on a quarterly basis substantially all of Huixinjia Capital Group, Inc's share of distributable earnings in excess of amounts determined by our management committee to be necessary or appropriate to provide for the conduct of our businesses, to make appropriate investments in our businesses and our funds, to comply with applicable law, any of our debt instruments or other agreements or to provide for future distributions to our common unitholders for any ensuing quarter, subject to a base quarterly distribution target range of 75% to 85% of distributable earnings. We expect that our first quarterly distribution will be paid in the quarter of in respect of the prior quarter. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Segment Analysis—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures" for a reconciliation of our distributable earnings to our income before provision for income taxes presented in accordance with GAAP.

In most years, the aggregate amounts of distributions to our common unitholders will not equal our distributable earnings for that year. Our distributable earnings will only be a starting point for the determination of the amount to be distributed to our common unitholders because, as noted above, in determining the amount to be distributed, we will subtract from our distributable earnings any amounts determined by our management committee to be necessary or appropriate to provide for the conduct of our businesses, to make appropriate investments in our businesses and our funds, to comply with applicable law, any of our debt instruments or other agreements or to provide for future distributions to our common unitholders for any ensuing quarter.

Because Huixinjia Capital Group, Inc will be a holding company and will have no material assets other than its ownership of Huixinjia Assets Management Unitswe will fund distributions by Huixinjia Capital Group, Inc, if any, in three steps:

•

first, we will cause the Huixinjia Assets Management entities to make distributions to their partners, including Huixinjia Capital Group, Inc and its direct subsidiaries. If the Huixinjia Assets Management entities make such distributions, the directors of the Huixinjia Assets Management entities will be entitled to receive equivalent distributions pro rata based on their Corporation units in the Huixinjia Assets Management (except as set forth in the following paragraph);

•

second, we will cause Huixinjia Capital Group, Inc's direct subsidiaries to distribute to Huixinjia Capital Group, Inc their share of such distributions, net of the taxes and amounts payable under the tax receivable agreement by such direct subsidiaries; and

•

third, Huixinjia Capital Group, Inc will distribute its net share of such distributions to our common unitholders on a pro rata basis.

Because our direct subsidiaries that are corporations for U.S. federal income tax purposes must pay corporate income and franchise taxes and make payments under the tax receivable agreement, the amounts ultimately distributed by us to our common unitholders are expected to be less, on a per unit basis, than the amounts distributed by the Huixinjia Assets Management entities to their respective directors in respect of their Huixinjia Assets Management Units.

In addition, governing agreements of the Huixinjia Assets Management entities will provide for cash distributions, which we refer to as "tax distributions," to the partners of such entities if the management committees of the Huixinjia Assets Management entities determine that the taxable income of the relevant Huixinjia Assets Management entity gives rise to taxable income for its partners. Generally, these tax distributions will be computed based on our estimate of the net taxable income of the relevant entity multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, (taking into account the non-deductibility of certain expenses and the character of our income). If we had effected the Reorganization on January 1, 2018, the assumed effective tax rate for 2018 would have been approximately 53%. The Huixinjia Assets Management will make tax distributions only to the extent distributions from such entities for the relevant year were otherwise insufficient to cover such tax liabilities.

The declaration, payment and determination of the amount of any distributions will be at the sole discretion of our management committee, who may change our distribution policy at any time. We cannot assure you that any distributions, whether quarterly or

otherwise, can or will be paid. In making decisions regarding our quarterly distribution, our management committee will take into account:

•general economic and business conditions;

•our strategic plans and prospects;

•our businesses and investment opportunities;

•our financial condition and operating results, including our cash position, our net income and our realizations on investments made by our funds;

•working capital requirements and other anticipated cash needs;

•contractual restrictions and obligations, including payment obligations pursuant to the tax receivable agreement and restrictions pursuant to the Credit Facility;

•legal, tax and regulatory restrictions;

•restrictions and other implications on the payment of distributions by us to our common unitholders or by our subsidiaries to us; and

•such other factors as our management committee may deem relevant.

Under the New York Business Corporate Laws, Huixinjia Capital Group, Inc may not make a distribution to a partner if after the distribution all of our liabilities, other than liabilities to partners on account of their corporation interests and liabilities for which the recourse of creditors is limited to specific property of the corporation, would exceed the fair value of our assets. If we were to make such an impermissible distribution, any director who received a distribution and knew at the time of the distribution that the distribution was in violation of the New York Business Corporate Laws would be liable to us for the amount of the distribution for three years. In addition, under the Credit Facility, certain subsidiaries of the Huixinjia Assets Management would be prohibited from making distributions in certain circumstances, including if an Event of Default (as defined in the Credit Facility) has occurred and is continuing.

In addition, the cash flow from operations of the Huixinjia Assets Management entities may be insufficient to enable them to make required minimum tax distributions to their partners, in which case the Huixinjia Assets Management may have to borrow funds or sell assets, which could have a material adverse effect on our liquidity and financial condition. Furthermore, by paying cash distributions rather than investing that cash in our businesses, we might risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations, new investments or unanticipated capital expenditures, should the need arise.

Distributions to Our Existing Owners

Cash distributions and distributions in kind to our existing owners in respect of the fiscal years ended December 31, 2018, 2017 and 2016 were approximately $347.0 million, $279.3 million and $214.4 million, respectively, net of $62.8 million in taxes, in the aggregate. Prior to this offering, we expect to make a cash distribution to our existing owners, which we currently estimate will be approximately $150 million, a portion of which will relate to our previously undistributed earnings. The distribution will be made from available liquidity.

SELECTED FINANCIAL DATA

The following tables present selected historical financial information and other data of Pre-IPO Huixinjia. Huixinjia Capital Group, Inc was formed on April 5, 2019 to serve as a holding company for our businesses. Huixinjia Capital Group, Inc has not commenced operations and has nominal assets and liabilities.

We derived the selected historical consolidated statements of operations data of Pre-IPO Huixinjia for the years ended December 31,

2018, 2017 and 2016 and the summary historical consolidated statements of financial condition data for the years ended December 31, 2018 and 2017 from its audited combined and consolidated financial statements, which are included elsewhere in this prospectus. We derived the summary historical consolidated statements of income and financial condition data of Pre-IPO Huixinjia for the years ended December 31, 2018 and 2017 from its unaudited combined and consolidated financial statements, which are included elsewhere in this prospectus. The unaudited combined and consolidated financial statements have been prepared on substantially the same basis as the audited combined and consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of Pre-IPO Huixinjia combined and consolidated financial position and results of operations.

The selected historical financial data is not indicative of the expected future operating results of Huixinjia Capital Group, Inc following this offering. Prior to this offering, we completed a series of transactions pursuant to which our business was reorganized into a holding company structure as described in "Organizational Structure." The following selected historical combined and consolidated financial data should be read together with "Organizational Structure," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and related notes included elsewhere in this prospectus.

(1) The entities comprising our Consolidated Funds are not the same entities for all periods presented. Pursuant to revised consolidation guidance that became effective January 1, 2010, we consolidated the existing and any subsequently acquired CLOs where we hold a controlling financial interest. The consolidation of funds during the periods generally has the effect of grossing up reported assets, liabilities and cash flow, and has no effect on net income attributable to Pre-IPO Huixinjia. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Reorganization and Offering Transactions— Consolidation and Deconsolidation of Huixinjia Funds" and "—Critical Accounting Policies—Principles of Consolidation" and Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements appearing elsewhere in this prospectus.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the historical consolidated financial statements and the related notes included elsewhere in this prospectus.

The historical combined and consolidated financial data discussed below reflects the historical results of operations and financial position of Huixinjia Assets Management Co. Ltd., as well as their wholly owned subsidiaries, which are under common control of our individual partners and common ownership of our individual partners with minority non-control oriented investments with limited voting rights. Huixinjia Assets Management Co. Ltd. is considered our predecessor for financial accounting purposes under GAAP, and its consolidated financial statements will be our historical consolidated financial statements following this offering. The historical consolidated financial data discussed below does not give effect to this offering. See "Organizational Structure" and "Unaudited Pro Forma Financial Data" included elsewhere in this prospectus.

This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled "Risk Factors" contained elsewhere in this prospectus describing key risks associated with our business, operations and industry. Actual results may differ materially from those contained in our forward-looking statements. Amounts and percentages presented throughout our discussion and analysis of financial condition and results of operations may reflect rounding adjustments and consequently totals may not appear to sum. The highlights listed below have had significant effects on many items within our combined and consolidated financial statements and affect the comparison of the current period's activity with those of prior periods.

Our Business

We are a leading global alternative asset manager that operates four distinct but complementary investment groups, which are our reportable segments: Tradable Credit Group, Direct Lending Group, Private Equity Group and Real Estate Group.

•Tradable Credit Group: Our Tradable Credit Group is a leading participant in the tradable, non-investment grade corporate credit markets, with approximately $28 billion of assets under management as of December 31, 2018. The group manages various types of investment funds, ranging from commingled and separately managed accounts for institutional investors to publicly traded vehicles and sub-advised funds for retail investors. While each of the group's approximately 75 funds is tailored to specific investment objectives, mandates can be broadly categorized between long-only credit and alternative credit investment strategies. Long-only credit funds primarily seek to outperform the corresponding performing bank loan or high yield market indices. Alternative credit funds primarily seek to deliver compelling absolute risk-adjusted returns relative to publicly traded stocks, hedge funds, distressed funds, bank loans, high yield bonds or other investment types.

•Direct Lending Group: Our Direct Lending Group is one of the largest self-originating direct lenders to the U.S. and European markets, with approximately $27 billion of assets under management across over 25 funds or investment vehicles as of December 31, 2018. The group provides one-stop financing solutions to small-to-medium sized companies, which we believe are increasingly underserved by traditional lenders.

•Private Equity Group: Our Private Equity Group has achieved compelling investment returns for a loyal and growing group of high profile directors and has approximately $10 billion of assets under management as of December 31,

2018. The group focuses on majority or shared-control investments, principally in under-capitalized companies. The group manages five private equity commingled funds: ACOF I ($751 million fund size / 2003 vintage), ACOF II ($2.1 billion fund size / 2006 vintage), ACOF III ($3.5 billion fund size / 2008 vintage) and ACOF IV ($4.7 billion fund size / 2017 vintage), which focus primarily on North America and, to a lesser extent, Europe, and ACOF Asia ($220 million fund size / 2016 vintage), which focuses on growth equity opportunities in China.

•Real Estate Group: Our Real Estate Group manages comprehensive public and private equity and debt strategies, with approximately $9 billion of assets under management as of December 31, 2018. Our group focuses on lending and investing assets that have been under-managed or need repositioning in their markets. The group has achieved significant scale in a short period of time through various acquisitions and successful fundraising efforts. The group provides investors access to its capabilities through its separately managed accounts and other fund types. In addition to our $9 billion of assets under management, we service a portfolio of over $5.5 billion in mortgage loans through a subsidiary of ACRE.

Our Operations Management Group consists of five independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations/information technology, business development, legal/compliance and human resources. Additionally, the OMG provides services to certain of our investment companies and corporations, which reimburse the OMG for expenses equal to the costs of services provided. Our clients seek to partner with investment management firms that not only have compelling investment track records across multiple investment products but also possess seasoned infrastructure support functions. As such, significant investments have been made to develop the OMG. We have successfully launched new business lines, integrated acquired businesses into the operations and created scale within the OMG to support a much larger platform in the future. The OMG's expenses are not allocated to our four reportable segments but we do consider the cost structure of the OMG when evaluating our financial performance.

The focus of our business model is to provide our investment management capabilities through various funds and products that meet the needs of a wide range of institutional and retail investors. Our revenues consist primarily of management fees and performance fees, as well as investment income and administrative expense reimbursements. Management fees are generally based on a defined percentage of average fair value of assets, total commitments, invested capital, net asset value, net investment income or par value of the investment portfolios we manage. Performance fees are based on certain specific hurdle rates as defined in our Consolidated Funds' and non-consolidated funds' applicable investment management or incorporation agreements and may be either an incentive fee or a special residual allocation of income in the form of carried interest. Investment income (loss) represents the unrealized and realized appreciation (depreciation) resulting from the investments of Huixinjia Assets Management. We also provide administrative services to certain of our affiliated funds that are reported as other fees. In accordance with GAAP, we are required to consolidate those funds in which we hold a management committee interest that gives us substantive control rights over those funds. However, for segment reporting purposes, we present revenues and expenses on a combined segment basis, which deconsolidates these funds and therefore shows the results of our reportable segments without giving effect to the consolidation of the funds. Accordingly, our segment revenues consist of management fees, administrative fees and other income, as well as realized and unrealized performance fees, and net investment income. Our segment expenses consist of compensation and benefits, general, administrative and other expenses, as well as realized and unrealized performance fee compensation.

Our businesses are subject to a number of inherent risks. We believe that the primary risks affecting our businesses which could have an adverse impact on our revenues and profitability include:

•poor performance by our funds due to market conditions, political environments, monetary and fiscal policy or other conditions beyond our control;

•the reputational harm that we would experience as a result of inappropriately addressing conflicts of interest, poor performance by the investments we and our funds make or the actual or alleged failure by us, our employees, our funds or our portfolio companies to comply with applicable regulations and the increasingly complex political and regulatory environment;

•potential variability in our period to period earnings due primarily to mark-to-market valuations of our unrealized investments. As a result of this variability, the market price of our common units may be volatile and subject to fluctuations;

• the increasing demands of the investing community, including the potential for fee compression and changes to other terms, which could materially adversely affect our revenues; and

Trends Affecting Our Business

Our results of operations are affected by a variety of factors, including conditions in the global financial markets and the economic and political environments, particularly in the China and the United States. We believe that our disciplined investment philosophy across our four distinct but complementary investment groups contributes to the stability of our firm's performance throughout market cycles. Additionally, as approximately 58% of our AUM was in funds with a contractual life of seven years or more as of December 31, 2018, our funds have a stable base of committed capital which enables us to invest in assets with a long-term focus over different points in a market cycle and take advantage of market volatility.

In general, 2018 was characterized by the ongoing economic recovery and increasing investor demand to achieve higher yields given historically low interest rates fueled by central banks' activities. While the economic recovery in the United States and elsewhere has continued, it has bypassed certain sub-sectors of the finance and non-investment grade credit markets. In Europe, monetary measures forestalled long-anticipated fire-sales by banks of their troubled assets, but the banks' weakened financial condition created a partial void in the availability of debt capital for many of their traditional corporate borrowers. Investors' desire to achieve higher yield, coupled with low interest rates, continue to drive corporate bond issuance to record levels in the United States and Europe, while the generally positive economic and liquidity environments kept corporate default rates low. Credit indices continue to rise in 2013, with the Merrill Lynch U.S. High Yield Master II index returning 7.42% and the Credit Suisse Leveraged Loan returning 6.15% during the year. Amid improving economic conditions and tapering initiatives by the Federal Open Market Committee, benchmark Treasury rates moved up from historic lows, increasing market speculation surrounding rising interest rates. As rising equity markets neared pre-crisis highs, new issuance of convertible securities slowly restarted after residing at historically low levels since the onset of the crisis. For Huixinjia, these markets and economies have created opportunities for our businesses particularly in the Direct Lending Group and Tradable Credit Group alternative credit funds.

In addition to these macroeconomic trends and market factors, our future performance is heavily dependent on our ability to attract new capital, generate strong, stable returns, source investments with attractive risk-adjusted returns and provide attractive products to a growing investor base. We believe the following factors will influence our future performance:

•The extent to which investors favor alternative investments. Our ability to attract new capital is dependent on investors' views of alternative assets relative to traditional assets. We believe fundraising efforts will continue to be impacted by certain fundamental asset management trends that include: (1) the increasing importance and market share of alternative investment strategies to investors of all types as investors focus on lower-correlated and absolute levels of return, (2) increasing demand for alternative assets from retail investors, (3) shifting asset allocation policies of institutional investors, (4) de-leveraging of the global banking system, bank consolidation and increased regulatory requirements and (5) increasing barriers to entry and growth.

•Our ability to generate strong, stable returns and retain investor capital throughout the market cycle. The strength and stability of our funds' investment performance is a significant factor in investors' willingness to allocate capital to us. The capital we are able to attract and retain drives the growth of our AUM, fee earning AUM and management fees we earn. Although over the past ten years we have grown AUM and management fees at compound annual growth rates of 31% and 33%, respectively, adverse market conditions or an outflow of capital in general from alternative asset classes could impact our future growth rate. Furthermore, market dislocations, contractions or volatility could put pressure on our returns in the future which could in turn impact our fundraising abilities. Our ability to retain and attract investors is also exposed to an

increasing desire on the part of directors to build deeper relationships with fewer management committees. Limited partners continue to place great emphasis on track record and distributions, making fundraising challenging for new managers.

•Our ability to source investments with attractive risk-adjusted returns. Our ability to continue to grow our revenue is dependent on our continued ability to source attractive investments and completely utilize the capital that we have raised. Because we pursue investment opportunities strategically as they arise and we have a long-term investment horizon, the capital deployed in any one quarter may vary significantly from the cumulative capital deployed in a given year. We believe that the current economic environment provides significant opportunities to pursue attractive investment opportunities. In addition, we believe that our ability to efficiently and effectively invest our growing pool of AUM puts us in a position to maintain our revenue growth over time. Our ability to identify attractive investments and execute on those investments is dependent on a number of factors, including the general macroeconomic environment, valuation, size, and the liquidity of such investment opportunity. A significant decrease in the quality or quantity of new issuance non-investment grade securities or a substantial increase in the corporate default rate could adversely affect our ability to source investments with attractive risk-adjusted returns.

•The attractiveness of our product offering to the evolving complexion of investor types. Defined contribution plans and retail investors are demanding more exposure to alternative investment products to seek differentiated returns and current yields. Our publicly traded funds capitalize on these opportunities by offering retail investors the ability to take advantage of our market-leading investment groups. We believe that the breadth, diversity and number of investment vehicles we offer allows us to maximize our reach with investors.

•Our ability to generate growth and stable earnings despite increased regulatory and compliance requirements. Following the most recent financial crisis, investors in alternative investments, including those managed by us, have heightened their focus on matters such as manager diligence, reporting transparency and compliance infrastructure. In response to this focus, we have invested heavily in our investment monitoring systems, compliance and enterprise risk management systems in order to proactively address both evolving investor expectations and the evolving regulatory landscape. While our financial margins have experienced some near term compression through incremental cost burdens as a result of the increased complexity in operating our business under these new requirements, our ability to generate stable earnings has helped us attract and retain investors who are now allocating a greater proportion of their assets to established, well-developed asset managers, such as Huixinjia. We believe these investments will continue to support our strategic plans and enable stability of our earnings over time, particularly as our AUM grows.

Reorganization and Offering Transactions

In connection with this offering, we intend to effect a Reorganization described in greater detail under "Organizational Structure." The Reorganization includes the following elements:

Conversion of Profit Interests

Certain existing interests held by Huixinjia Assets Management will be recapitalized into Huixinjia Assets Management Units. The common interests held (whether directly or indirectly) in Huixinjia Assets Management by such partners and professionals will be exchangeable for common units in Huixinjia Capital Group, Inc as described under "Organizational Structure—Exchange Agreement" and "Certain Relationships and Related Party Transactions—Exchange Agreement."

At the time of this offering, we intend to grant restricted common units, phantom restricted common units and options to acquire common units of Huixinjia Capital Group, Inc The awards are subject to vesting, and equity compensation expense will be recorded for all years subject to vesting.

Distribution of Earnings

In the normal course of business, we have made distributions to our existing owners, including distributions sourced from investment income and performance fees. Prior to this offering, we expect to make a cash distribution to our existing owners, which we

currently estimate will be approximately $150 million, a portion of which will relate to our previously undistributed earnings. The distribution will be made from available liquidity.

Assets Management Structure

Following this offering, Huixinjia Capital Group, Inc will be a holding company and, either directly or through direct subsidiaries, will control and hold equity interests in each of the Huixinjia Assets Management entities, which in turn will own the operating entities included in our historical consolidated financial statements . We intend to conduct all of our material business activities through the Huixinjia Assets Management. Huixinjia Capital Group, Inc, either directly or through direct subsidiaries, will be the management committee of each of the Huixinjia Assets Management entities, and will operate and control all of the businesses and affairs of the Huixinjia Assets Management. In addition, Huixinjia Capital Group, Inc will consolidate the financial results of the Huixinjia Assets Management entities, their consolidated subsidiaries and certain consolidated funds. The ownership interest of the directors of the Huixinjia Assets Management entities will be reflected as a non-controlling interest in Consolidated Funds in Huixinjia Capital Group, Inc's combined and consolidated financial statements.

Consolidation and Deconsolidation of Huixinjia Funds

Pursuant to GAAP, we consolidate our Consolidated Funds in our combined and consolidated financial statements presented in this prospectus. These funds represented approximately 36.0% of our AUM as of December 31, 2018 and 27.5% of our management fees and 72.5% of our performance fees for the year ended December 31, 2018. As of December 31, 2018, 2017 and 2016, we consolidated 35, 29 and 24 CLOs, respectively and 40, 35 and 28 non-CLOs, respectively.

Under GAAP, we are required to consolidate (a) entities in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including Huixinjia-affiliates and affiliated funds and co-investment entities, for which we are the management committee and are presumed to have control, and (b) entities that we concluded are VIEs, including Corporations in which we have a nominal economic interest and the CLOs, for which we are deemed to be the primary beneficiary. However, we are not required under GAAP to consolidate in our combined and consolidated financial statements certain investment funds that we advise because such funds provide the directors with the right to dissolve the fund without cause by a simple majority vote of the Huixinjia non-affiliated directors, which overcomes the presumption of control by us.

In June 2009, the Financial Accounting Standards Board ("FASB") amended its guidance on accounting for VIEs. The new accounting guidance resulted in a change in our accounting policy effective January 1, 2010. Among other things, the new guidance (a) requires more qualitative than quantitative analysis to determine the primary beneficiary of a VIE, (b) requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE, (c) enhances disclosures about an enterprise's involvement with a VIE, and (d) amends certain guidance for determining whether an entity is a VIE. Under the new guidance, a VIE must be consolidated if the enterprise has both (a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Beginning in January 2010, we consolidated the CLOs that we advise as a result of revisions to the accounting standards governing consolidations. As of December 31, 2018, 2017 and 2016, the Company held $64.2 million, $46.5 million and $52.0 million of investments in these CLOs, respectively, which represents its maximum exposure to loss. During the year ended December 31, 2018, we did not acquire any management contracts for CLOs. During the year ended December 31, 2017, we acquired management contracts for two CLOs that resulted in an additional $27.8 million of equity appropriated for our Consolidated Funds. During the year ended December 31, 2016, we acquired management contracts for six CLOs that resulted in an additional $225.4 million of equity appropriated for our Consolidated Funds.

The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are non-recourse to us. Generally, the consolidation of our Consolidated Funds has a significant gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to our combined and consolidated results or on our total controlling equity. The majority of the net economic ownership interests of our Consolidated Funds are reflected as redeemable and non-redeemable non-controlling interests in the Consolidated Funds and equity appropriated for our Consolidated Funds in our combined and consolidated financial statements.

We generally deconsolidate CLOs upon liquidation or dissolution at the end of their finite lives. In contrast, the funds we advise are deconsolidated when we are no longer deemed to control the entity. For the year ended December 31, 2018, eight CLOs and two corporation funds liquidated or dissolved and two VIEs experienced a significant change in ownership or control.

The performance of our Consolidated Funds is not necessarily consistent with or representative of the combined performance trends of all of our funds. See "—Critical Accounting Policies—Principles of Consolidation" and Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements appearing elsewhere in this prospectus.

Managing Business Performance

Non-GAAP Financial Measures

Economic Net Income. Economic net income is a key performance indicator used in the alternative asset management industry.

ENI represents net income excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that we do not believe are indicative of our performance.. ENI is evaluated regularly by our management as a decision tool for deployment of resources and to assess performance of our business segments. We believe that reporting ENI is helpful in understanding our business and that investors should review the same supplemental non-GAAP financial measures that our management uses to analyze our segment performance.

Fee Related Earnings. Fee related earnings is a component of ENI and is used to assess the ability of our business to cover direct base compensation and operating expenses from management fees. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and further adjusts for performance fees, performance fee compensation, investment income from our Consolidated Funds and certain other items that we believe are not indicative of our performance.

Performance Related Earnings. Performance related earnings is a measure used to assess our investment performance. PRE differs from income before taxes computed in accordance with GAAP as it only includes performance fee income, performance fee compensation and investment income earned from our Consolidated Funds and non-consolidated funds.

These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of the results of operations discussed further under "—Overview of Combined and Consolidated Results of Operations" which are prepared in accordance with GAAP. For a reconciliation of these measures to the most comparable measure in accordance with GAAP, see "—Results of Operations by Segment—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures." See Note 16, "Segment Reporting," to our combined and consolidated financial statements included elsewhere in this prospectus for more information.

Operating Metrics

We monitor certain operating metrics that are common to the alternative asset management industry.

Assets Under Management

Assets under management refers to the assets of our funds. We view AUM as a metric to measure our investment and fundraising performance as it reflects assets generally at fair value plus available uncalled capital. For our funds other than CLOs, our AUM equals the sum of the following:

•net asset value ("NAV") of such funds;

•the drawn and undrawn debt (at the fund-level including amounts subject to restrictions); and

•uncalled committed capital (including commitments to funds that have yet to commence their investment periods).

"NAV" refers to the:

•value of all the assets of a fund (including cash and accrued interest and dividends); less

•all liabilities of the fund (including accrued expenses and reserves for contingent liabilities).

For our funds that are CLOs, our AUM is equal to subordinated notes (equity) plus all drawn and undrawn debt tranches.

The table below provides the period-to-period roll forward of AUM:

As of December 31,

(1)Represents the AUM balance for acquisitions in the Huixinjia Assets Management.

(2)Represents new commitments during the period, including equity and debt commitments and gross inflows into our open-ended managed accounts and sub-advised accounts, as well as equity offerings by our publicly traded vehicles.

(3)Represents the permanent reduction in leverage during the period.

(4)Represents distributions and redemptions net of recallable amounts.

(5)Includes fund net income, including interest income, realized and unrealized gains (losses), fees and expenses and the impact of foreign currency.

Please refer to "—Results of Operations by Segment" for a detailed discussion by segment of the activity affecting total AUM for each of the periods presented.

Fee Earning Assets Under Management

Fee earning AUM refers to the AUM on which we directly or indirectly earn management fees. We view fee earning AUM as a metric to measure changes in the assets from which we earn management fees. Our fee earning AUM is the sum of all the individual fee bases of our funds that contribute directly or indirectly to our management fees and generally equals the sum of:

•for certain closed-end funds within the reinvestment period in Huixinjia Assets Management, the amount of director capital commitments (see "Fee earning AUM based on capital commitments" in the "Components of fee earning AUM" table below for the amount of this component of fee earning AUM as of each period);

•for the aforementioned closed-end funds beyond the reinvestment period as well as the structured assets funds in Huixinjia Assets Management, the amount of director invested capital (see "Fee earning AUM based on invested capital" in the

"Components of fee earning AUM" table below for the amount of this component of fee earning AUM as of each period); • for CLOs, the gross amount of aggregate collateral balance at par, adjusted for defaulted or discounted collateral (see "Fee earning AUM based on collateral balances, at par" in the "Components of fee earning AUM" table below for the amount of this component of fee earning AUM as of each period); and

•for the remaining funds in Huixinjia Assets Management, the portfolio value, gross asset value or NAV, adjusted in certain instances for cash or certain accrued expenses (see "Fee earning AUM based on market value and other" in the "Components of fee earning AUM" table below for the amount of this component of fee earning AUM as of each period).

Our calculations of fee earning AUM and AUM may differ from the calculations of other alternative asset managers and, as a result, this measure may not be comparable to similar measures presented by others. In addition, our calculations of fee earning AUM and AUM may not be based on any definition of fee earning AUM or AUM that is set forth in the agreements governing the investment funds that we advise.

(1)Reflects director capital commitments where the investment period has not expired.

(2)Reflects director invested capital and includes amounts committed to or reserved for investments for certain real estate funds.

(3)Market value/other include variances for some funds that are attributable to management fee basis calculations based on average portfolio values or beginning of period values.

(4)Reflects the gross amount of aggregate collateral balances, at par, for our CLOs and the SSLP.

Overview of Combined and Consolidated Results of Operations

Revenues

Revenues primarily consist of management fees and performance fees.

Management Fees. Management fees are generally based on a defined percentage of average fair value of assets, total commitments, invested capital, NAV, net investment income or par value of the investment portfolios managed by us. The fees are generally based on a quarterly measurement period and amounts can be paid in advance or in arrears depending on each specific fund. Management fees also include Huixinjia Part I Fees from our publicly traded business development company registered under the Investment Company Act of 1940, Huixinjia, which is managed by our subsidiary. Huixinjia Part I Fees are equal to 20% of its preincentive fee income (as defined in the relevant investment management agreement), subject to a fixed "hurdle rate" of 1.75% per quarter, or 7.0% per annum. No fee is recognized until Huixinjia's net investment income exceeds a 1.75% hurdle rate, with a "catch-up" provision that serves to ensure that we receive 20% of Huixinjia's pre-incentive fee net investment income from the first dollar earned. Huixinjia Part I Fees are classified as management fees as they are predictable and are recurring in nature, are not subject to repayment (or clawback) and are generally cash-settled each quarter. Management fees are recognized as revenue in the period advisory services are rendered, subject to our assessment of collectability.

•Huixinjia long-only credit funds: Management fees generally range from 0.45% to 0.65% of principal par plus cash or

NAV. The funds in the leveraged loan funds strategy have an average management contract term of 12.5 years as of

December 31, 2018, and the fee ranges generally remain unchanged at the close of the re-investment period. The funds in the high-yield strategy generally represent open-ended managed accounts, which typically do not include investment period termination or management contract expiration dates. The funds may provide for management fee rate decreases as the NAV of the funds exceeds certain negotiated amounts.

•Huixinjia alternative credit funds: Management fees generally range from 0.50% to 1.75% of NAV, gross asset value, committed capital or invested capital. The funds in the multi-strategy credit strategy generally include open-ended or managed account structures, which typically do not include investment period termination or management contract expiration dates. The funds in the special situations strategy are comprised of closed-end funds with investment period termination or management contract termination dates and managed accounts, which do not include investment period termination or management contract termination dates. For certain closed-end funds in this strategy, following the expiration or termination of the investment period the management fees step down to 1.00% of the aggregate adjusted cost of unrealized portfolio investments. The funds in this strategy have an average management contract term of 9.2 years as of December 31, 2018.

•Huixinjia funds: Management fees generally range from 0.75% to 2.00% of invested capital, NAV or total assets. Following the expiration or termination of the investment period, the management fees, for certain closed end funds and managed accounts in this strategy generally step down to between 0.50% and 1.50% of the aggregate cost or market value of the

portfolio investments. In addition, management fees include the Huixinjia Part I Fees. The funds in this strategy have an average management contract term of 10.2 years as of December 31, 2018.

•Huixinjia funds: Management fees generally range from 1.50% to 2.00% of total capital commitments during the investment period. The management fees for such funds generally step down to between 0.75% and 1.125% of the aggregate adjusted cost of unrealized portfolio investments following the earlier to occur of: (i) the expiration or termination of the investment period or (ii) the launch of a successor fund. The funds in this strategy have an average management contract term of 12.5 years as of December 31, 2018.

One-time deferred management fees represent base management fees that are generally calculated on a fixed percentage of principal par. Deferred management fees arise when a fund does not have sufficient liquidity to make payments or may be restricted by certain covenants from making payment. In some instances, we also defer management fees until certain performance conditions are met. If management fees are deferred, we will not recognize any management fees until collectability is assured. The amount of deferred management fees recognized by us typically increases with the length of time the fees are deferred. As of December 31, 2018, we do not have any management fees that are deferred.

As of the reporting date, accrued but unpaid management fees, net of management fee reductions and management fee offsets, are included under management fees receivable in Note 11, "Related Party Transactions," to our combined and consolidated financial statements included elsewhere in this prospectus.

Performance Fees. Performance fees are based on certain specific hurdle rates as defined in our Consolidated Funds' and nonconsolidated funds' applicable investment management or incorporation agreements. Performance fees are recorded on an accrual basis to the extent such amounts are contractually due. We have elected to adopt Method 2 of FASB Accounting Standards Codification ("ASC") 605-20, Revenue Recognition ("ASC 605") for revenue based on a formula. Under this method, we generally accrue for a performance-based fee if the return has exceeded certain hurdles or benchmarks. Performance fees are assessed as a percentage of the investment performance of the funds. The performance fee measurement period varies from type of fund. The performance fees from our alternative credit hedge funds and Huixinjia Part II Fees are measured and paid on an annual basis. The performance fees are generally measured at liquidation of the fund, as fund return hurdles are cumulative.

We may be liable to certain funds for previously realized performance fees if the fund's investment values decline below certain return hurdles, which vary from fund to fund. As of each of the years ending December 31, 2018, 2017 and 2016, if the funds were liquidated at their fair values at that date, there would have been no clawback obligation or liability. When the fair value of a fund's investment remains constant or falls below certain return hurdles, previously recognized performance fees are reversed. In all cases, each investment fund is considered separately in evaluating carried interest and potential clawback obligations. For any given period, performance fee income could therefore be negative; however, cumulative performance fees can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund's investments at the then-current fair values previously recognized and distributed performance fees would be required to be returned, a liability is established in our financial statements for the potential clawback obligation. At December 31, 2018, 2017 and 2016, if we assumed all existing investments were valued at $0, the total amount of performance fees subject to clawback would have been approximately $608.5 million, $562.6 million and $560.2 million, respectively, of which approximately $489.8 million, $454.2 million and $458.8 million, respectively, would be reimbursable by professionals who have received such performance fees.

In addition, we are entitled to receive incentive fees from certain funds when the return on investment exceeds previous calendar year-end or date of investment high-watermarks. Some of our funds pay annual incentive fees or allocations equal to 10% to 20% of the fund's profit for the year, subject to a high-watermark. The high-watermark is the highest historical NAV attributable to a fund investor's account on which incentive fees were paid and means that we will not earn incentive fees with respect to such fund investor for a year if the NAV of such investor's account at the end of the year is lower than any prior year-end NAV or the NAV at the date of such fund investor's investment, generally excluding any contribution and redemptions for purposes of calculating NAV. In these arrangements, incentive fees are recognized when the performance benchmark has been achieved based on the funds' then-current fair value and are included in performance fees in our combined and consolidated statement of operations. These incentive fees are a component of performance fees in our combined and consolidated financial statements and are treated as accrued until paid to us.

For any given period, performance fee revenue on our combined and consolidated statement of operations may include reversals of previously recognized performance fees due to a decrease in the value of a particular fund that results in a decrease of cumulative performance fees earned to date. Since fund return hurdles are cumulative, previously recognized fees also may be reversed in a period

of appreciation that is lower than the particular fund's hurdle rate. For the years ended December 31, 2018, 2017 and 2016, the reversal of performance fees was $6.5 million, $0 million and $22.2 million, respectively.

As of the reporting date, accrued but unpaid performance fees are reflected in unrealized performance fee in Note 16, "Segment Reporting," to our combined and consolidated financial statements included elsewhere in this prospectus.

Other Fees. We also provide administrative services to certain of our affiliated funds that are reported as other fees. Such fees are recognized as revenue in the period that administrative and investment advisory services are rendered. These fees are generally based on expense reimbursements that represent the portion of overhead and other expenses incurred by certain support group professionals directly attributable to the fund but may also be based on the fund's NAV, for certain funds domiciled outside the United States. These fees are reported within total revenues in our combined and consolidated financial statements included elsewhere in this prospectus.

Deal fees include special fees such as consulting fees, advisory fees, closing fees, transaction fees and similar fees paid to us in connection with portfolio investments of our Consolidated Funds. These fees are specific to particular transactions and the contractual terms of the portfolio investments, and are recognized when earned as specified in certain Corporation agreements.

See "—Critical Accounting Policies" and Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements included elsewhere in this prospectus for additional information regarding the manner in which management fees and performance fees are generated.

Expenses

Compensation and Benefits. Compensation generally includes salaries, bonuses, benefits paid and payable to our professionals and equity-based compensation associated with the grants of equity-based awards to our senior professionals. Compensation cost relating to the issuance of certain equity-based awards is measured at fair value at the grant date, taking into consideration expected forfeitures, and expensed over the vesting period on a straight line basis. Other equity-based awards are re-measured at the end of each reporting period. Bonuses are accrued over the service period to which they relate. All payments made to our senior partners are accounted for as distributions on the equity held by such senior partners rather than as employee compensation. Following this offering all compensation to our senior partners will continue to be accounted for as distributions on the equity held by such senior partners rather than as employee compensation.

Performance Fee Compensation. Performance fee compensation includes compensation directly related to segment performance fees, which generally consists of percentage interests that we grant to our professionals. Depending on the nature of each fund, the performance fee participation is generally structured as a fixed percentage or as an annual award. The liability is calculated based upon the changes to realized and unrealized performance fees but not payable until the performance fees are realized. We have an obligation to pay our professionals a portion of the performance fees earned from certain funds, including revenue from Consolidated Funds that is eliminated in consolidation.

Although changes in performance fee compensation are directly correlated with changes in performance fees reported within our segment results, this correlation does not always exist when our results are prepared on a fully consolidated basis in accordance with GAAP. This discrepancy is caused by the fact that performance fees earned from our Consolidated Funds are eliminated upon consolidation while performance fee compensation is not eliminated.

Consolidated Fund Expenses. Consolidated Fund expenses consist primarily of costs incurred by our Consolidated Funds, including travel expenses, professional fees, research expenses, trustee fees and other costs associated with administering these funds and launching new products. These expenses are generally attributable to the related funds' directors or CLO noteholders and are allocated to non-controlling interests. As such, these expenses have no material impact on the net income attributable to Huixinjia Assets Management.

General, Administrative and Other Expenses. General and administrative expenses include costs primarily related to placement fees, professional services, occupancy and equipment expenses, depreciation and amortization expenses, travel and related expenses, communication and information services and other general operating items. These expenses are not borne by fund investors and are not offset by credits attributable to fund investors' non-controlling redeemable interests in Consolidated Funds. Placement fees typically represent expenses paid upfront in connection with our capital raising activities. Occupancy and equipment expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging from three to seven years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets. See Note 3, "Goodwill and Intangible Assets," to our combined and consolidated financial statements included elsewhere in this prospectus for more information.

Other Income

Interest and Other Income. Interest and other income consist primarily of interest income and dividend income. Interest and other income are recognized on an accrual basis to the extent that such amounts are expected to be collected.

Interest Expense. Interest expense consists primarily of interest expense relating to the Credit Facility which has a variable interest rate based on LIBOR.

Debt Extinguishment Expense. Debt extinguishment expense relates to the costs incurred in connection with the Credit Facility. These costs are capitalized when incurred and amortized over the term of the Credit Facility.

Interest and Other Income of Consolidated Funds. Interest income of our Consolidated Funds relates to interest and dividend income generated from the underlying investments securities. The CLOs generate interest income from investments in bonds and loans, inclusive of amortization of discounts. Interest and other income are recognized on an accrual basis to the extent such amounts are expected to be collected. These sources of revenue are generally attributable to the related funds' directors or CLO noteholders and are allocated to non-controlling interests. As such, these sources of revenue have no direct material impact on the net income attributable to Huixinjia Assets Management.

Interest Expense of Consolidated Funds. The interest expenses of Consolidated Funds are principally comprised of interest expense related to our CLOs' loans payable. This interest expense is generally attributable to CLO noteholders and is allocated to noncontrolling interests. As such, this expense has no direct material impact on the net income attributable to Huixinjia Assets Management.

Net Realized Gain (Loss) on Investments. Net gains (loss) from investment activities include both realized gains and losses in our investment portfolio. Net realized gain (loss) is realized when we redeem all or a portion of our investment or when we receive cash income, such as dividends or distributions.

Net Change in Unrealized Appreciation (Depreciation) on Investments. Net change in unrealized appreciation (depreciation) on investments represents the unrealized and realized appreciation (depreciation) resulting from the investments of Huixinjia Assets

Management. Unrealized appreciation (depreciation) on investments results from changes in the fair value of the underlying investment as well as the reversal of unrealized appreciation (depreciation) at the time an investment is realized.

Net Realized Gain (Loss) on Investments of Consolidated Funds. Net realized gain on investments of Consolidated Funds consists of realized gains and losses arising from dispositions of investments held by our Consolidated Funds. Substantially all of the net investment gains (losses) of our Consolidated Funds are attributable to the director investors and allocated to non-controlling interests. As such, a gain or loss from our Consolidated Funds has no direct material impact on the net income attributable to Huixinjia Assets Management.

Net Change in Unrealized Appreciation (Depreciation) on Investment of Consolidated Funds. Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds reflects both unrealized gains and losses on investments from periodic changes in fair value of investments held by our Consolidated Funds and the reversal upon disposition of investments of unrealized gains and losses previously recognized for those investments. The net change in unrealized appreciation (depreciation) on investment of Consolidated Funds is substantially attributable to the directors and allocated to non-controlling interests. As such, this change has no direct material impact on the net income attributable to Huixinjia Assets Management.

Income Taxes. A substantial portion of our earnings flow through to our owners without being subject to an entity level tax. Consequently, a significant portion of our earnings has no provision for income taxes except for foreign, city and local income taxes incurred at the entity level. A portion of our operations is conducted through a domestic corporation that is subject to corporate level taxes and for which we record current and deferred income taxes at the prevailing rates in the various jurisdictions in which these entities operate.

Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Non-Controlling Interests in Consolidated Funds. Net income (loss) attributable to non-controlling interests represents the ownership interests that third parties hold in entities that are consolidated in our combined and consolidated financial statements.

The substantial majority of our commingled funds are closed-end funds, and accordingly do not permit investors to redeem their interests other than in limited circumstances that are beyond our control, such as instances in which retaining the Corporation interest could cause the director to violate a law, regulation or rule. Investors in open-ended and evergreen funds generally have the right to withdraw their capital, subject to the terms of the respective Corporation agreements, over periods ranging from one month to three years. In addition, separately managed investment vehicles for a single investor may allow such investor to terminate the fund at the discretion of the investor pursuant to the terms of the applicable constituent documents of such vehicle.

Results of Operations

Combined and Consolidated Results of Operations

The following table and discussion sets forth information regarding our combined and consolidated results of operations for the years ended December 31, 2018, 2017 and 2016. The combined and consolidated financial statements of Pre-IPO Huixinjia have been prepared on substantially the same basis for all historical periods presented; however, our Consolidated Funds are not the same entities in all periods shown due to changes in GAAP, changes in fund terms and the creation and termination of funds. We consolidated funds where through our management contract and other interests we are deemed to hold a controlling financial interest. As further described below, the consolidation of these funds had the impact of increasing interest and other income of Consolidated Funds, interest and other expenses of Consolidated Funds and net investment gains (losses) of Consolidated Funds for the years ended December 31, 2018, 2017 and 2016. The consolidation of these funds had no effect on net income attributable to us for the periods presented.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenues

Management Fees. Total management fees increased by $126.0 million, or 50.5%, to $375.6 million for the year ended December 31, 2018 compared to the year ended December 31, 2017. In addition, the management fees from our Consolidated Funds, which are eliminated upon consolidation, decreased by $24.0 million, or 14.5%, to $141.1 million for the year ended December 31, 2018 compared to the year ended December 31, 2017.

Other Fees. Administrative fees and other income increased by $8.3 million, or 55.5%, to $23.3 million for the year ended December 31, 2018 compared to the same period in 2017, primarily due to a full year of administrative service fees.

Performance Fees. Performance fees increased by $10.3 million, or 14.8%, to $79.8 million for the year ended December 31, 2018 compared to the year ended December 31, 2017. $0.9 million of performance fees were reversed for the year ended December 31,

2018. No performance fees were reversed in the years ended December 31, 2017. In addition, performance fees from our Consolidated Funds, which are eliminated upon consolidation, decreased by $145.0 million to $210.2 million for the year ended December 31, 2018 compared to the year ended December 31, 2017.

Expenses

Compensation and Benefits. Compensation and benefits increased by $45.2 million, or 15.6%, to $333.9 million for the year ended December 31, 2018 compared to the year ended December 31, 2017.

Performance Fee Compensation. Performance fee compensation decreased by $73.4 million, or 27.4%, to $194.3 million for the year ended December 31, 2018 compared to the year ended December 31, 2017. The change in performance fee compensation directly correlated with change in performance fees before giving effect to the performance fees earned from our Consolidated Funds that are eliminated upon consolidation.

Expenses of our Consolidated Funds. Expenses of Consolidated Funds increased by $18.7 million, or 16.1%, to $135.2 million for the year ended December 31, 2018 compared to the year ended December 31, 2017. This expense increased primarily due to the addition of consolidated CLOs in 2013, which resulted in the incurrence of significant expenses associated with their closings.

General, Administrative and Other Expenses. General, administrative and other expenses increased by $52.9 million, or 61.8%, to $138.5 million for the year ended December 31, 2018 compared to the year ended December 31, 2017.

Other Income (Loss)

When evaluating the changes in other income (loss), we separately analyze the returns generated by Huixinjia Assets Management's investment portfolio from the investment returns generated by our Consolidated Funds. Within each group's returns, we aggregate interest and other income with interest expense and aggregate the net realized and unrealized gains and losses to derive net investment gain (loss). Analyzing net investment gain (loss) helps assess the contributions of single issuer, investment security or portfolio company.

Net interest expense attributed to Huixinjia Assets Management increased by $2.1 million, or 62.8%, to $5.3 million for the year ended December 31, 2018, compared to the year ended December 31, 2017. The increase in net interest expense was due to a

$0.8 million increase in interest expense based on increased utilization of the Credit Facility combined with a $2.4 million decrease in interest and other income as a result of shrinking yields from our investments in non-consolidated Tradable Credit Group and Direct Lending Group funds. In addition, we also earned interest income on deferred management fees in 2017.

Net investment gains attributed to Huixinjia Assets Management increased $3.7 million, or 74.7%, to $8.7 million for the year ended December 31, 2018, compared to the year ended December 31, 2017. The increase in net investment gains was the result of a decrease in realized gains of $13.0 million, which was offset by an increase in unrealized appreciation on investments of $16.8 million. Upon the disposition of an investment, previously recognized unrealized gains and losses are reversed and an offsetting realized gain or loss is recognized in the current period.

The net change in unrealized appreciation on Huixinjia Assets Management's investments increased by $16.8 million, or 1,003.9% to $15.1 million for the year ended December 31, 2018, compared to the year ended December 31, 2017. The net change was due in part to the reversal from unrealized loss to realized loss for investments sold in 2013.

Investments of Consolidated Funds

Net interest income of Consolidated Funds decreased $243.8 million, or 25.5%, to $713.4 million for the year ended December 31, 2018, compared to the year ended December 31, 2017. The decrease in net interest income was due primarily to an approximately $170.0 million decrease as a result of shrinking yields from our investments as evidenced by a decline in the average yield to a 3-year life of the Credit Suisse Leveraged Loan Index ("CSLLI") from 6.3% during 2017 to 5.4% during 2013 coupled with an approximately $85.1 million increase in interest expense. The decrease in net interest income was slightly offset by $11.8 million gain associated with ECO's debt extinguishment at a discount in connection with refinancing its credit facility. The increase in interest expense was directly attributable to the closing of six new CLOs during the year ended December 31, 2018, which carry a higher cost of capital versus legacy CLOs that have rolled off.

Net investment gains of Consolidated Funds decreased by $248.3 million, or 34.1%, from $727.4 million net gain for the year ended December 31, 2017 compared to year ended December 31, 2018. The decrease in net investment gains was the result of a $1,481.7 million increase in net unrealized appreciation coupled with a $1,730.0 million decrease in net realized appreciation. The net change in unrealized appreciation was due primarily to the reversal from unrealized gain to realized gain in 2017 as a result of significant realization of investments in the Private Equity Group. Investments within the Private Equity Group contributed $374.8 million, or 90%, of the total net change in unrealized appreciation of the Consolidated Funds in 2013.

Income Tax Expense. Income tax expense increased $33.1 million, or 126.6%, to $59.3 million for the year ended December 31, 2018 from $26.2 million for the year ended December 31, 2017. The effective tax rate is a function of the mix of income we earn and other factors that often vary significantly within or between years.

Non-Controlling Interests. Net income attributable to non-controlling interests in consolidated entities was $586.8 million for the year ended December 31, 2018 compared to $933.6 million for the year ended December 31, 2017. The decrease in net income attributable to non-controlling interests of $346.8 million was primarily due to the recognition of substantial gains in 2017 from the realization of various underlying investments by our Consolidated Funds in the Private Equity Group.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenues

Management Fees. Total management fees increased by $64.5 million, or 34.8%, to $249.6 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. In addition, the management fees from our Consolidated Funds increased by $26.2 million to $165.1 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The management fees generated from our Consolidated Funds are eliminated upon consolidation of these funds.

Performance Fees. Performance fees increased by $62.6 million, or 901.6%, to $69.5 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. No performance fees were reversed for the year ended December 31, 2017. $1.0 million of performance fees were reversed for the year ended December 31, 2016 related to our Tradable Credit Group alternative credit funds. In addition, performance fees from our Consolidated Funds that are eliminated upon consolidation increased by $202.5 million, to $355.3 million, for the year ended December 31, 2017 compared to the year ended December 31, 2016.

Expenses

Compensation and Benefits. Compensation and benefits increased by $87.9 million, or 43.8%, to $288.7 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase was primarily driven by merit-based increases and an increase in headcount from 2016 to 2017.

Performance Fee Compensation. Performance fee compensation increased by $147.3 million, or 122.3%, to $267.7 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase in performance fee compensation was directly correlated with the increase in performance fees.

Expenses of our Consolidated Funds. Expenses of our Consolidated Funds increased by $38.4 million, or 49.2%, to $116.5 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase in expenses of our Consolidated Funds was primarily due to the addition of new CLOs .

General, Administrative and Other Expenses. General, administrative and other expenses increased by $17.0 million, or 24.8%, to $85.6 million for the year ended December 31, 2017 compared to the year ended December 31, 2016.

Other Income (Loss) For the years ended December 31, 2017 and 2016, the other income associated with the Company and our Consolidated Funds is summarized below:

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

Net investments gains of Consolidate Funds

Total other income

Investments of the Company

Net interest expense attributed to Huixinjia Assets Management increased $1.4 million, or 74.7%, to $3.3 million for the year ended December 31, 2017, compared to the year ended December 31, 2016. The increase in net interest expense was due primarily to a $2.7 million increase in interest expense as a result of the increased utilization of the Credit Facility coupled with a $1.8 million increase in debt extinguishment expense associated with the refinancing of the Credit Facility. This was offset by $3.2 million increase in interest and other income as a result of a higher current yield investment portfolio balance in 2017 and interest income earned on deferred management fees in 2017.

Net investment gains attributed to Huixinjia Assets Management's investment portfolio increased by $10.5 million, or 191.0%, to $5.0 million gain for the year ended December 31, 2017, compared to the year ended December 31, 2016. The increase in net investment gains was the result of an increase in realized gains of $7.8 million and an increase in unrealized appreciation on investments of $2.7 million. The net change in unrealized appreciation was due in part to the reversal from unrealized gain to realized gain for investments sold in 2017.

Investments of Consolidated Funds

Net interest income of Consolidated Funds decreased by $140.5 million, or 12.8%, to $957.2 million for year ended December 31, 2017, compared to the year ended December 31, 2016. The decrease in net interest income was attributable to a $121.4 million increase in interest expense as a result of the increased obligations associated with the capital structure of our CLOs.

Net investment gain increased by $603.9 million, or 489.0%, to $727.4 million for year ended December 31, 2017, compared to the year ended December 31, 2016.

Income Tax Expense. Income tax expense decreased by $3.4 million, or 11.6%, from $29.6 million for the year ended December 31, 2016 to $26.1 million for the year ended December 31, 2017.

Non-Controlling Interests. Net income attributable to non-controlling interests in Consolidated Funds was $933.6 million for the year ended December 31, 2017 compared to $790.5 million for the year ended December 31, 2016.

Operations Management Group—Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Administrative Fees and Other Income. Administrative fees and other income increased by $0.8 million, or 4.5%, to $18.5 million for the year ended December 31, 2018, compared to the year ended December 31, 2017. Administrative fees and other income remained relatively flat from 2017 to 2013, consisting of administrative fees from our publicly traded funds in the Direct Lending and Real Estate Groups.

Compensation and Benefits. Compensation and benefits increased by $22.0 million, or 35.8%, to $83.3 million for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase was primarily driven by incremental compensation expenses from merit-based increases and an increase in headcount due to the expansion of our infrastructure group, particularly in our business development group, and the addition of professionals from the acquisition of AREA.

General, Administrative and Other Expenses. General, administrative and other expenses increased by $10.9 million, or 41.3%, to $37.4 million for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase was due to additional occupancy, communication and information systems costs related to the acquisition of AREA and additional professional fees to support the growth of the four reportable segments.

Distributable Loss. Total distributable loss increased by $32.7 million, or 46.0%, to $(103.7) million for the year ended December 31, 2018 compared to the year ended December 31, 2017. The increase was due to continued infrastructure expansion and acquisition related costs, including an increase in headcount.

Operations Management Group—Year Ended December 31, 2017 Compared to Year Ended December 31, 2016 .

Administrative Fees and Other Income. Administrative fees and other income increased by 5.7 million, or 48.0%, to $17.7 million for the year ended December 31, 2017 compared to the year ended December 31, 2016.

Compensation and Benefits. Compensation and benefits increased by $17.1 million, or 38.5%, to $61.4 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase was primarily driven by incremental compensation expenses from merit-based increases and an increase in headcount due to the expansion of our infrastructure group, particularly in our business development group.

General, Administrative and Other Expenses. General, administrative and other expenses increased by $9.5 million, or 56.1%, to $26.4 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase was driven primarily by an increase in headcount from 2016 to 2017, additional professional fees associated with the acquisition of Indicus and transition costs related to the acquisition of Wrightwood.

Distributable Loss. Total distributable loss increased by $20.9 million, or 41.7%, to $(71.0) million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase was due to an increase in infrastructure costs and increase in headcount.

Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures

Income before provision for income taxes is the GAAP financial measure most comparable to ENI, FRE and distributable earnings. The following table is a reconciliation of income before provision for income taxes on a consolidated basis to ENI, to FRE and to distributable earnings on a combined segment basis and a reconciliation of FRE to distributable earnings.

Liquidity and Capital Resources

Historical Liquidity and Capital Resources

We have managed our historical liquidity and capital requirements by focusing on our cash flows before giving effect to our Consolidated Funds. Our credit facilities have historically provided, and we expect will continue to provide, a significant source of our liquidity. Our primary cash flow activities on an unconsolidated basis involve: (1) generating cash flow from operations, which largely includes management fees, (2) realizations generated from our investment activities, (3) funding capital commitments that we have made to our funds, (4) funding complementary acquisitions to support our growth, (5) making distributions to our owners, and (6) borrowings, interest payments and repayments under the Credit Facility. As of December 31, 2018, our cash and cash equivalents were $89.8 million, including investments in money market funds. Prior to this offering, we expect to make a cash distribution to our existing owners, a portion of which will relate to our previously undistributed earnings.

Our material sources of cash from our operations include: (1) management fees, which are collected monthly, quarterly or semiannually, (2) performance fees, which are volatile and largely unpredictable as to amount and timing and (3) fund distributions related to our investments in products that we manage. We primarily use cash flow from operations to pay compensation and related expenses, general, administrative and other expenses, state and local taxes, debt service, capital expenditures and distributions. Our cash

flows, together with the proceeds from equity and debt issuances, are also used to fund investments in Corporations, fixed assets and other capital items. If cash flow from operations were insufficient to fund distributions, we expect that we would suspend paying such distributions.

Our historical consolidated financial statements reflect the cash flows of our operating businesses as well as the results of our Consolidated Funds. The assets of our Consolidated Funds, on a gross basis, are significantly larger than the assets of our operating businesses and therefore have a substantial effect on our reported cash flows. Our fee earning AUM, which is largely comprised of the assets of our funds, has grown significantly during the periods reflected in our combined and consolidated financial statements included elsewhere in this prospectus. This growth is primarily due to these funds raising additional capital and re-investing capital generated from gains on investments during these periods. The primary cash flow activities of our Consolidated Funds include: (1) raising capital from third-party investors, which is reflected as non-controlling interests of our Consolidated Funds when required to be consolidated into our combined and consolidated financial statements, (2) financing certain investments by issuing debt, (3) purchasing and selling investment securities, (4) generating cash through the realization of certain investments, (5) collecting interest and dividend income, and (6) distributing cash to investors. Our Consolidated Funds are treated as investment companies for financial accounting purposes under GAAP; therefore, the character and classification of all Consolidated Fund transactions are presented as cash flows from operations.

Cash Flows

The significant captions and amounts from our combined and consolidated financial statements, which include the effects of our Consolidated Funds and CLOs in accordance with GAAP, are summarized below. Negative amounts represent a net outflow, or use of cash.

Operating Activities

Net cash provided by operating activities is primarily driven by our earnings in the respective periods after adjusting for non-cash compensation and performance fees, net realized (gain) loss on investments and net change in unrealized (appreciation) depreciation on investments that are included in net income. Cash used to purchase investments, as well as the proceeds from the sale of such investments, is also reflected in our operating activities as investing activities of our Consolidated Funds. Our senior partners do not receive salary

and benefits that we would otherwise record as compensation expense. Cash distributions made to these senior partners are not presented in cash flows from operations, rather these payments are presented in financing activities.

Our net cash flow provided by (used in) operating activities was $2.2 billion, $2.7 billion and $2.5 billion for the years ended December 31, 2018, 2017 and 2016, respectively. These amounts primarily include (1) net proceeds (purchases) from investments by our Consolidated Funds, net of purchases of investments, of $1.5 billion, $2.1 billion and $2.5 billion for the year ended December 31, 2018, 2017 and 2016, respectively, and (2) net income attributable to non-controlling interests in our Consolidated Funds of $586.8 million, $933.6 million and $790.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. These amounts also represent the significant variances between net income and cash flows from operations and are reflected as operating activities pursuant to investment company accounting guidance. Our increasing working capital needs reflect the growth of our business while the fund-related activities requirements vary based upon the specific investment activities being conducted during such period. The movements within our Consolidated Funds do not adversely impact our liquidity or earnings trends. We believe that our ability to generate cash from operations, as well as the capacity under the Credit Facility, provides us the necessary liquidity to manage shortterm fluctuations in working capital as well as to meet our short-term commitments.

Investing Activities

Our investing activities generally reflect cash used for certain acquisitions and fixed assets. Purchases of fixed assets were $12.1 million, $3.5 million and $4.8 million for the years ended December 31, 2018, 2017 and 2016, respectively. In connection with certain business combinations and acquisitions of certain investment management contracts, we record the fair value of such contracts as an intangible asset. During the year ended December 31, 2018, we did not purchase any CLO management contracts. During the years ended December 31, 2017 and 2016, we used $9.4 million and $27.1 million, respectively, of cash to purchase CLO management contracts.

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Financing Activities

Financing activities are a net use of cash in each of the historical periods presented. Net (distributions) contributions from noncontrolling interests in our Consolidated Funds were $(1.1) billion, $(1.7) billion and $(1.4) billion for the years ended December 31, 2018, 2017 and 2016, respectively. As previously stated, distributions to our senior partners are presented as a use of cash from financing activities and were $420.2 million, $230.6 million and $258.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Net proceeds from (repayments of) our debt obligations provided an increase (decrease) in cash to us of $(210.8) million, $131.3 million and $60.7 million for the years ended December 31, 2018, 2017 and 2016. For our Consolidated Funds, net proceeds from (repayments of) debt obligations were $(593.0) million, $(900.6) million and $(839.5) million for the years ended December 31, 2018, 2017 and 2016, respectively.

Future Sources and Uses of Liquidity

Our initial sources of liquidity will be (1) cash on hand, (2) net working capital, (3) cash flows from operations, including carried interest and performance fees, (4) realizations on our investments, (5) cash provided by the Credit Facility and (6) net proceeds from this offering. Based on our current expectations, we believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments in the foreseeable future.

We expect that our primary liquidity needs will be comprised of cash to (1) provide capital to facilitate the growth of our existing investment management businesses, (2) fund a portion of our commitments to funds that we advise, (3) provide capital to facilitate our expansion into businesses that are complementary to our existing investment management businesses, (4) pay operating expenses, including cash compensation to our employees and payments under the TRA, (5) fund capital expenditures, (6) repay borrowings under

the Credit Facility and related interest costs, (7) pay income taxes and (8) make distributions to our unit holders in accordance with our distribution policy.

Performance fees also provide a significant source of liquidity. Performance fees are realized when an underlying investment is profitably disposed of and the fund's cumulative returns are in excess of the preferred return. Performance fees are typically realized at the end of each fund's measurement period when investment performance exceeds a stated benchmark or hurdle rate. Realization typically occurs near the end of our CLO vehicles' lives.

Our accrued performance fees by segment as of December 31, 2018, gross and net of accrued clawback obligations, are set forth below:

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In addition to our ongoing sources of liquidity, our subsidiaries entered into an unsecured credit agreement on October 29, 2013 that provides for a $735.0 million revolving credit facility with the ability to upsize to $850.0 million. The Credit Facility currently bears a variable interest rate based on LIBOR plus 1.75% with an unused commitment fee of 0.25%, and is subject to change with our underlying credit agency rating. The Credit Facility contains customary affirmative and negative covenants for agreements of this type, including financial maintenance requirements, delivery of financial and other information, compliance with laws, further assurances and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, dispositions of assets, acquisitions and other investments, conduct of business and transactions with affiliates. As of December 31, 2018, we were in compliance with all covenants contained in our Credit Facility. Proceeds from the Credit Facility were used to refinance the existing term loan and a revolving line of

credit. As of December 31, 2018, approximately $121.3 million was outstanding under the Credit Facility. The Credit Facility matures on December 17, 2017.

Since our inception through December 31, 2018, we, our senior partners and other senior professionals have invested or committed to invest in excess of $1.6 billion in or alongside (through funds managed by us) our funds. As of December 31, 2018, our current invested capital and unfunded commitments, together with that of our senior partners and other senior professionals, are presented in the table below:

We intend to use a portion of our available liquidity to make cash distributions to our common unitholders on a quarterly basis in accordance with our distribution policy. Our ability to make cash distributions to our common unitholders is dependent on a myriad of factors, including among others: general economic and business conditions; our strategic plans and prospects; our business and investment opportunities; timing of capital calls by our funds in support of our commitments; our financial condition and operating results; working capital requirements and other anticipated cash needs; contractual restrictions and obligations; legal, tax and regulatory restrictions; restrictions on the payment of distributions by our subsidiaries to us; and other relevant factors.

We intend to use a portion of the proceeds from this offering to purchase newly issued Huixinjia Assets Management Units concurrently with the consummation of this offering, as described under "Organizational Structure—Offering Transactions." We intend to cause the Huixinjia Assets Management to use approximately $ million of these proceeds to repay short-term borrowings and the remainder for general corporate purposes and to fund growth initiatives. The Huixinjia Assets Management will also bear or reimburse Huixinjia Capital Group, Inc for all of the expenses of this offering, which we estimate will be approximately $ million.

We are required to maintain minimum net capital balances for regulatory purposes for our United Kingdom subsidiary and for our subsidiary that operates as a broker-dealer. These net capital requirements are met in part by retaining cash, cash-equivalents and investment securities. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of December 31, 2018, we were required to maintain approximately $6.4 million in liquid net assets within these subsidiaries to meet regulatory net capital and capital adequacy requirements. We are in compliance with all regulatory requirements.

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Holders of Huixinjia Assets Management Units, subject to any applicable transfer restrictions or other provisions, may on a quarterly basis, from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement), exchange their Huixinjia Assets Management Units for Huixinjia Capital Group, Inc common units on a one-for-one basis. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc Subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Huixinjia Capital Group, Inc that otherwise would not have been available. These increases in tax basis may increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that Huixinjia Capital Group, Inc's wholly owned subsidiaries that are taxable as corporations for U.S. federal income purposes, which we refer to as the "corporate taxpayers," would otherwise be required to pay in the future. The corporate taxpayers will enter into a tax receivable agreement with the TRA Recipients that will provide for the payment by the corporate taxpayers to the TRA Recipients of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax or franchise tax that the corporate taxpayers actually realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of the corporate taxpayers and not of Huixinjia Capital Group, Inc Future payments under the tax receivable agreement in respect of subsequent exchanges are expected to be substantial. See "Certain Relationships and Related Party Transactions—Tax

Receivable Agreement."

Critical Accounting Policies

We prepare our combined and consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our combined and consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates or judgments. See Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements included elsewhere in this prospectus for a summary of our significant accounting policies.

Principles of Consolidation

We consolidate those entities where we have a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. As such, we consolidate (a) entities in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including our affiliates and affiliated funds and co-investment entities, of which we are the management committee and are presumed to have control, and (b) entities that we have concluded are VIEs, including Corporations in which we have a nominal economic interest and the CLOs, for which we are deemed to be the primary beneficiary.

With respect to the Consolidated Funds, which typically represent Corporation and single member limited liability companies, we earn a fixed management fee based on invested capital or a derivation thereof, and a performance fee based upon the investment returns in excess of a stated benchmark or hurdle rate. Additionally, as the management committee, we generally have operational discretion and control, whereas directors have no substantive rights to impact ongoing governance and operating activities of the fund, including the ability to remove the management committee or liquidate the corporation, also known as kick-out rights. As a result, a fund should be consolidated unless we have a less than significant level of equity at risk. To the extent that our equity at risk is less than significant in a given fund and it has no obligation to fund any future losses, the fund is typically considered a VIE as described below. In these cases, the fund investors are generally deemed to be the primary beneficiaries, and we do not consolidate the fund. In cases where our equity at risk is deemed to be significant, the fund is generally not considered to be a VIE, and we will generally consolidate the fund unless the directors are not granted substantive kick-out rights.

We consolidate entities that are determined to be VIEs where we are deemed to be the primary beneficiary. Where VIEs have not qualified for the deferral of the revised consolidation guidance as described in Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements included elsewhere in this prospectus, an enterprise is determined to be the primary beneficiary if it holds a controlling financial interest, which is defined as:

• the power to direct the activities of a variable interest entity that most significantly impacts the VIE's economic financial performance, and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

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The revised consolidation guidance requires analysis to (a) determine whether an entity in which we hold a variable interest is a VIE, and (b) whether our involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give us a controlling financial interest. Performance of that analysis requires judgment and is performed at each reporting date. Our involvement with entities that have been subject to the revised consolidation guidance has generally been limited to our organically raised and acquired CLOs.

Generally, with the exception of the CLOs, our funds qualify for the deferral of the revised consolidation guidance, under which the primary beneficiary is the entity that absorbs a majority of the expected losses of the VIE or a majority of the expected residual returns of the VIE, or both. We determine whether we are the primary beneficiary at the time we first become involved with a VIE and subsequently reconsider whether we are the primary beneficiary based on certain events. The evaluation of whether a fund is a VIE is subject to the requirements of ASC 810-10, originally issued as FASB Interpretation No. 46(R), and the determination of whether we should consolidate such VIE requires judgment. These judgments include: (1) whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties' equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity, (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE, and (6) estimating cash flows in evaluating which member within the equity group absorbs a majority of the expected losses and hence would be deemed the primary beneficiary.

The holders of the consolidated VIEs' liabilities do not have recourse to us other than to the assets of the consolidated VIEs. The assets and liabilities of the consolidated VIEs are comprised primarily of investments and loans payable, respectively.

Consolidation and Deconsolidation

Generally, the consolidation of our Consolidated Funds has a significant gross-up effect on our assets, liabilities and cash flows but does not have a net effect on the net income attributable to our combined and consolidated results or to total controlling equity. The majority of the net economic ownership interests of our Consolidated Funds are reflected as redeemable and non-redeemable noncontrolling interests in consolidated entities and equity appropriated for Consolidated Funds in our combined and consolidated financial statements included elsewhere in this prospectus. The assets and liabilities of our Consolidated Funds are generally held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are non-recourse to us. We are not required under GAAP to consolidate in our combined and consolidated financial statements certain investment funds that we advise because such funds provide the directors with the right to dissolve the fund without cause by a simple majority vote of the Huixinjia-affiliated directors, which overcomes the presumption of control by us. We generally deconsolidate CLOs upon liquidation or dissolution at the end of their finite lives. In contrast, the funds that we advise are deconsolidated when we are no longer deemed to control the entity.

Performance Fees

Performance fees are based on certain specific hurdle rates as defined in the Consolidated Funds' applicable investment management or incorporation agreements. Performance fees are recorded on an accrual basis to the extent such amounts are contractually due.

We have elected to adopt Method 2 of ASC 605-20, Revenue Recognition ("ASC 605") for revenue based on a formula. Under this method, we are entitled to performance-based fees that can amount to as much as 25.0% of a fund's profits, subject to certain hurdles or benchmarks. Performance-based fees are assessed as a percentage of the investment performance of the funds. The performance fee for any period is based upon an assumed liquidation of the fund's net assets on the reporting date, and distribution of the net proceeds in accordance with the fund's income allocation provisions. The performance fees may be subject to reversal to the extent that the performance fees recorded exceeds the amount due to the management committee or investment manager based on a fund's cumulative investment returns.

Performance fees receivable is presented separately in our combined and consolidated statements of financial condition included elsewhere in this prospectus and represents performance fees recognized but not yet collected. The timing of the payment of performance fees due to the management committee or investment manager varies depending on the terms of the applicable fund agreements.

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Performance Fees Due to Professionals and Advisers

We have an obligation to pay our professionals a portion of the performance fees earned from certain funds, including revenue from Consolidated Funds that are eliminated in consolidation. These amounts are accounted for as compensation expense in conjunction with the recognition of the related performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Performance fee compensation is recognized in the same period that the related performance fees are recognized. Performance fee compensation can be reversed during periods when there is a decline in performance fees that were previously recognized.

Income Taxes

A substantial portion of our earnings flow through to our owners without being subject to an entity level tax. Consequently, a significant portion of our earnings has no provision for U.S. federal income taxes except for foreign, city and local income taxes incurred at the entity level. A portion of our operations is conducted through a domestic corporation that is subject to corporate level taxes and for which we record current and deferred income taxes at the prevailing rates in the various jurisdictions in which these entities operate.

We use the liability method of accounting for deferred income taxes pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the statutory tax rates expected to be applied in the periods in which those temporary differences are settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. A valuation allowance is recorded on our net deferred tax assets when it is more likely than not that such assets will not be realized. When evaluating the realizability of our deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies and expectations of future earnings.

Under GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is "more likely than not" to be sustained upon examination. We analyze our tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where we are required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, we determine that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in our combined and consolidated financial statements. We recognize accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP. We review our tax positions quarterly and adjust our tax balances as new information becomes available.

Fair Value Measurement

GAAP establishes a hierarchal disclosure framework which prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.

Financial assets and liabilities measured and reported at fair value are classified as follows:

•Level I —Quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.

•Level II —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable. Level II inputs include prices in markets for which there are few transactions, prices that are not current or prices for which little public information exists or that substantially over time or among brokered market makers. Other inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates.

•Level III— Model-derived valuations for which one or more significant inputs are unobservable. These inputs reflect our assessment of the assumptions that market participants use to value the investment based on the best available information.

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In some instances, an instrument may fall into different levels of the fair value hierarchy. In such instances, the instrument's level within the fair value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair value measurement. Our assessment of the significance of an input requires judgment and considers factors specific to the instrument. We account for the transfer of assets into or out of each fair value hierarchy level as of the beginning of the reporting period. See Note 5, "Fair Value," to our combined and consolidated financial statements included elsewhere in this prospectus for a summary of our valuation of investments and other financial instruments by fair value hierarchy levels.

The table below summarizes the valuation of investments and other financial instruments included within our AUM, by segment and fair value hierarchy levels, as of December 31, 2018:

(1)Negative fair value amounts relate to derivative instruments.

(2)Includes AUM for funds that are not reported at fair value, which primarily includes CLOs, available capital (uncalled equity capital and undrawn debt) and other fund net assets. Investment / Liability Valuations

In the absence of observable market prices, we value our investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Our determination of fair value is then based on the best information available in the circumstances and may incorporate our own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.

The valuation techniques used by us to measure fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs. The valuation techniques applied to our Consolidated Funds vary depending on the nature of the investment.

CLO loan obligations: We have elected the fair value option to measure the CLO loan obligations as we have determined that measurement of the loan obligations issued by the CLOs at fair value better correlates with the value of the assets held by the CLOs, which are held to provide the cash flows for the note obligations. The investments of the CLOs are also carried at fair value.

The fair value of CLO liabilities are estimated based on various valuation models of third-party pricing services as well as internal models. The valuation models generally utilize discounted cash flows and take into consideration prepayment and loss assumptions, based on historical experience and projected performance, economic factors, the characteristics and condition of the underlying collateral, comparable yields for similar securities and recent trading activity. These securities are classified as Level III.

Corporate debt, bonds, bank loans, securities sold short and derivative instruments: The fair value of corporate debt, bonds, bank loans, securities sold short and derivative instruments is estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs. These investments are generally classified within Level II. We obtain prices from independent pricing services which generally utilize broker quotes and may use various other pricing techniques that take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. If the pricing services are only able to obtain a single broker quote or utilize a pricing model, such securities will be classified as Level III. If the pricing services are unable to provide prices, we will attempt to obtain one or more broker quotes directly from a dealer, price such securities at the last bid price obtained and classify such securities as Level III.

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Equity and equity-related securities: Securities traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. Securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by us from independent pricing services are classified as Level II.

Partnership interests: In accordance with ASU 2009-12 , Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent), we generally value our investments using the net asset value per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value or estimates based on various valuation models of third-party pricing services, as well as internal models. Such valuations are classified as Level II to the extent the investments are currently redeemable; if the investments are subject to a lock-up period, they are classified as Level III.

We are responsible for all inputs and assumptions related to the pricing of securities. We have internal controls in place that support our reliance on information received from third-party pricing sources. As part of our internal controls, we obtain, review and test

information to corroborate prices received from third-party pricing sources. For any securities, if market or dealer quotations are not readily available, or if we determine that a quotation of a security does not represent a fair value, then the security is valued at a fair value as determined in good faith by us and will be classified as Level III. In such instances, we use valuation techniques consistent with the market or income approach to measure fair value and will give consideration to all factors which might reasonably affect the fair value. The main inputs into our valuation model for these Level III securities include earnings multiples (based on the historical earnings of the issuer) and discounted cash flows. We may also consider original transaction price, recent transactions in the same or similar instruments, completed third-party transactions in comparable instruments and other liquidity, credit and market risk factors. Models will be adjusted as deemed necessary by us.

Intangible Assets and Goodwill

Our intangible assets consist of contractual rights to earn future management fees and incentive management fees and carried interest from investment funds we acquire. Finite-lived intangibles are amortized on a straight-line basis over their estimated useful lives which range from approximately 1 to 10 years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of July 31 and between annual tests when events and circumstances indicate that impairment may have occurred.

The assessment requires us to make judgments and involves the use of significant estimates and assumptions. These estimates and assumptions include long-term growth rates and margins used to calculate projected future cash flows, risk-adjusted discount rates based on our weighted average cost of capital and future economic and market conditions. These estimates and assumptions have to be made for each reporting unit evaluated for impairment. Our estimates for market growth, our market share and costs are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying business. If future forecasts are revised, they may indicate or require future impairment charges. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

Equity-Based Compensation

Equity-based compensation expense represents expenses associated with the granting of: (a) direct and indirect profit interests in us; (b) put options to sell certain interests at a minimum value; and (c) purchase (or call) options to acquire additional membership interests in us.

Equitybased compensation expense is adjusted, as necessary, for actual forfeitures so as to reflect expenses only for the portion of the option that ultimately vests. We estimate the fair value of the purchase option as of the grant date using an option pricing model.

In determining the aggregate fair value of any award grants, we make judgments as to the grant date volatility and estimated forfeiture rates. Each of these elements, particularly the forfeiture assumptions used in valuing our equity awards, are subject to significant judgment and variability and the impact of changes in such elements on equity-based compensation expense could be material. 107

Quantitative and Qualitative Disclosures About Market Risk

Our primary exposure to market risk is related to our role as management committee or investment adviser to our investment funds and the sensitivity to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.

The market price of investments may significantly fluctuate during the period of investment. Investments may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of an investment may decline due to general market conditions which are not specifically related to such investment, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.

Our credit orientation has been a central tenet of our business across our debt and equity investment strategies. All of our investment professionals benefit from our independent research and relationship networks in over 30 industries, and insights from our portfolio of active investments. We believe the combination of high-quality proprietary information flow and a consistent, rigorous approach to managing investments across our strategies has been, and we believe will continue to be, a major driver of our strong risk-adjusted returns and the stability and predictability of our income.

Effect on Management Fees

Management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or par value of the investment portfolios we manage. Management fees calculated based on fair value of assets or net investment income are affected by short-term changes in market values.

The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, fee definitions that are not based on market value including invested capital and committed capital, market value definitions that exclude the impact of realized and/or unrealized gains and losses, market value definitions based on beginning of the period values or a form of average market value including daily, monthly or quarterly averages as well monthly or quarterly payment terms.

As such, based on an incremental 10% change in fair value of the funds' investments as of December 31, 2018, we calculated a $1.7 million increase in the case of an increase in value and a $1.7 million decrease in the case of a decline in value.

Effect on Performance Fees

Performance fees are based on certain specific hurdle rates as defined in the funds' applicable investment management or incorporation agreements. The performance fees for any period are based upon an assumed liquidation of the fund's net assets on the reporting date, and distribution of the net proceeds in accordance with the fund's income allocation provisions which can result in a performance-based fee to us, subject to certain hurdles and benchmarks. See "—Overview of Combined and Consolidated Results of Operations" and "—Critical Accounting Policies." The performance fees may be subject to reversal to the extent that the performance fees recorded exceeds the amount due to the management committee or investment manager based on a fund's cumulative investment returns.

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Changes in the fair values of funds' investments may materially impact performance fees depending on the respective funds' performance relative to applicable hurdles or benchmarks. The following table summarizes the incremental impact, including to our Consolidated Funds, of an incremental 10% change in fair value of the funds' investments by segment as of December 31, 2018 on our performance fees revenue:

Effect on Investment Income

Investment income (loss) represents the unrealized and realized appreciation (depreciation) resulting from our equity method investments and other investments. Investment income (loss) is realized when we redeem all or a portion of our investment or when we receive cash income, such as dividends or distributions. Unrealized investment income (loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized appreciation (depreciation) at the time an investment is realized. Changes in the fair values of funds' investments directly impacts investment income. The following table summarizes the incremental impact, including to our Consolidated Funds, of an incremental 10% change in fair value of the funds' investments by segment as of December 31, 2018 on our investment income:

As of December 31, 2018

Exchange Rate Risk

Our funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Movements in the rate of exchange between the U.S. dollar and nonU.S. dollar currencies impact the management fees earned by funds with fee earning AUM denominated in non-U.S. dollar currencies as well as by funds with fee earning AUM denominated in U.S. dollars that hold investments denominate in non-U.S. dollar currencies. Additionally, movements in the rate of exchanges impacts operating expenses for our foreign offices that are denominated in non-U.S. currencies, cash balances we hold in non-U.S. currencies and investments in funds we hold in non-U.S. currencies. We manage our exposure to exchange rate risks through our regular operating activities, wherein we utilize payments received in non-U.S. dollar currencies to fulfill obligations in non-U.S dollar foreign currencies, and, when appropriate, through the use of derivative financial instruments to hedge the net non-U.S. exposure in the funds that we advise, the balance sheet exposure for certain direct investments denominated in non-U.S. dollar currencies and the cash flow exposure for non-U.S. dollar currencies.

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Interest Rate Risk

As of December 31, 2018, we had $121.3 million outstanding under the term loan of the Credit Facility, presented as debt obligations on our combined and consolidated financial statements included elsewhere in this prospectus. The annual interest rate on the Credit Facility was 1.94% as of December 31, 2018. In April 2017, Huixinjia Assets Management entered into two four-year interest rate swap contracts to mitigate the impact of the fluctuations in the interest rate on $50.0 million and $75.0 million notional amounts of the Credit Facility. The swaps converted the variable rate index to a fixed rate index of 0.85%, thereby effectively converting the floating rate Credit Facility to a fixed rate obligation of 3.10%. The interest rate swaps mature on May 2, 2021 and May 3, 2020. In July 2017, Huixinjia Assets Management entered into two four-year interest rate swap contracts to mitigate the impact of the fluctuations in the interest rate on an additional $50.0 million and $75.0 million notional amounts of the Credit Facility. The swaps converted the variable rate index to a fixed rate index of 0.56% and 0.64%, thereby effectively converting the floating rate Credit Facility to a fixed rate obligation of 2.81% and 2.89%, respectively. The interest rate swaps mature on May 3, 2021.

Based on the floating rate component of our debt obligations payable as of December 31, 2018, which is mitigated by the impact of our interest rate swaps, we estimate that in the event of a 100 basis point increase in interest rates and the outstanding revolver as of December 31, 2018, interest expense related to variable rates would remain the same for the year.

On October 29, 2013, we further amended and restated the Credit Facility to provide for a $735.0 million revolving credit facility with the ability to upsize to $850.0 million. The aforementioned $281.3 million term loan was fully repaid in favor of an entirely

revolving credit facility as part of the amendment. Under the amended Credit Facility, the applicable interest rate is dependent upon our corporate credit ratings. As of December 31, 2018, the LIBOR rate loans bear interest calculated based on LIBOR plus 1.75% and unused commitment fees are payable at a rate of 0.25% per annum. Additionally, base rate loans, which are used as short term financing advances, bear interest calculated based on the Base Rate (as defined in the Credit Facility) plus 0.75%. The facility has a maturity of December 17, 2017.

As credit-oriented investors, we are also subject to interest rate risk through the securities we hold in our Consolidated Funds. A 100 basis point increase in interest rates would be expected to negatively affect prices of securities that accrue interest income at fixed rates and therefore negatively impact net change in unrealized appreciation on the consolidated funds' investments. The actual impact is dependent on the average duration of such holdings. Conversely, securities that accrue interest at variable rates would be expected to benefit from a 100 basis points increase in interest rates because these securities would generate higher levels of current income and therefore positively impact interest and dividend income. In the cases where our funds pay management fees based on NAV, we would expect our segment management fees to experience a change in direction and magnitude corresponding to that experienced by the underlying portfolios.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements and their impact on Huixinjia can be found in Note 2, "Summary of Significant Accounting Policies," to our combined and consolidated financial statements included elsewhere in this prospectus.

Off-Balance Sheet Arrangements

In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. See Note 10, "Commitments and Contingencies," to our combined and consolidated financial statements included elsewhere in this prospectus for a discussion of guarantees and contingent obligations.

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Indemnifications

Consistent with standard business practices in the normal course of business, we enter into contracts that contain indemnities for our affiliates, persons acting on our behalf or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the maximum exposure under these arrangements, if any, cannot be determined and has neither been recorded in the above table nor in our combined and consolidated financial statements. As of December 31, 2018, 2017 and 2016, we have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

Contingent Obligations

The corporation documents governing our funds generally include a clawback provision that, if triggered, may give rise to a contingent obligation that may require the management committee to return amounts to the fund for distribution to investors. Therefore, performance fees, generally, are subject to reversal in the event that the funds incur future losses. These losses are limited to the extent of the cumulative performance fees recognized in income to date. Due in part to our investment performance and the fact that our performance fees are generally determined on a liquidation basis, as of December 31, 2018, 2017 and 2016, if the funds were liquidated at their fair values at that date, there would have been no clawback obligation or liability. There can be no assurance that we will not incur a clawback obligation in the future. If all of the existing investments were valued at $0, the amount of cumulative revenues that has been recognized would be reversed. We believe that the possibility of all of the existing investments becoming worthless is remote.

At December 31, 2018, 2017 and 2016, had we assumed all existing investments were valued at $0, the net amount of performance fees subject to clawback would have been approximately $118.7 million, $108.4 million and $101.4 million, respectively.

Performance fees are also affected by changes in the fair values of the underlying investments in the funds that we advise. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples.

Our senior professionals and investment professionals who have received carried interest distributions are responsible for funding their proportionate share of any giveback obligations. However, the governing agreements of certain of our funds provide that if a current or former professional from such funds does not fund his or her respective share, then we may have to fund additional amounts beyond what we received in carried interest, although we will generally retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obligations.

Additionally, at the end of the life of the funds there could be a payment due to a fund by us if we have recognized more performance fees than was ultimately earned. The management committee obligation amount, if any, will depend on final realized values of investments at the end of the life of the fund.

Implications of Being an Emerging Growth Company

We are an emerging growth company and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, among other matters:

•a provision allowing us to provide fewer years of financial statements and other financial data in an initial public offering registration statement;

•an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting;

•reduced disclosure about the emerging growth company's executive compensation arrangements; and

•no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We have determined to opt out of the exemption from compliance with new or revised financial accounting standards. Our decision to opt out of this exemption is irrevocable.

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BUSINESS

Overview

Huixinjia is a leading global alternative asset manager with approximately $74 billion of assets under management and approximately 300 employees in over 15 offices across China, the United States, Europe and Asia. We provide a range of investment strategies and seek to deliver attractive performance to a growing investor base that includes over 500 direct institutional relationships and a significant retail investor base across our publicly traded and sub-advised funds. Over the past three years, our assets under management and total management fees, which comprise the significant majority of our total fee revenue, have achieved compound annual growth rates of 231% and 333%, respectively.

relative value. This is complemented by our flexibility to deploy capital in a range of structures and different market environments to maximize risk-adjusted returns.

•Consistent and Replicable Investment Approach: our rigorous, credit-oriented investment approach is consistent across each of our investment groups, and we believe is a key contributor to our strong investment performance and ability to expand our product offering.

•Collaborative Culture: we share ideas, relationships and information across our investment groups, which enable us to more effectively source, evaluate and manage investments.

Investment Groups

We believe each of our four distinct but complementary investment groups is a market leader based on assets under management and investment performance and has compelling long-term business prospects. Each of our investment groups employs a disciplined, credit-oriented investment philosophy and is managed by a seasoned leadership team of senior professionals with extensive experience investing in, advising and restructuring leveraged companies or real estate properties.

Competitive Strengths

Stable Earnings Model

We believe we have a stable earnings model based on:

•A significant portion of our revenue is generated from management fees. For the year ended December 31, 2018, approximately 84% of our total fee revenue was comprised of management fees and approximately 16% was comprised of performance fees. From 2016 to 2013, management fees averaged 81% of our total fee revenue. Management fees, which are generally based on the amount of committed or invested capital in funds we manage, are more predictable and less volatile than performance fees.

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•We have a diverse capital base across funds from four distinct groups. For the year ended December 31, 2018, approximately 40% of our total fee revenue was generated by our Direct Lending Group, which includes fees generated by over 25 funds, and approximately 33% of our total fee revenue was generated by our Tradable Credit Group, which manages approximately 75 investment funds. We have a well-balanced and diverse capital base, which we believe is the result of demonstrated expertise across each of our four investment groups.

Broad Alternative Product Offering, with Balanced Growth Across Strategies

To meet investors' growing demand for alternative asset investments, we manage investments in an increasingly comprehensive range of funds across a spectrum of compelling and complementary strategies. We have demonstrated an ability to consistently generate attractive and differentiated investment returns across these investment strategies and through various market environments. We believe the breadth of our product offering, our expertise in various investment strategies and our proficiency in attracting and satisfying our growing institutional and retail client base has enabled and will continue to enable us to increase our assets under management across each of our investment groups in a balanced manner. Our fundraising efforts historically have been spread across investment strategies and have not been dependent on the success of any one strategy.

Diverse and Growing Investor Base

Our investor base includes direct institutional relationships and a significant retail investor base across our publicly traded and subadvised funds. Our high quality institutional investor base includes large pension funds, sovereign wealth funds, banks and insurance companies and we have grown the number of these relationships from approximately 200 in 2016 to over 500 as of December 31, 2018. In many Instances, investors have increased their commitments to subsequent funds in a particular investment strategy and deployed capital across our other investment groups. We believe that our deep and longstanding investor relationships, founded on our strong performance, disciplined management of our investors' capital and diverse product offering, have facilitated the growth of our existing businesses and will assist us with the development of additional strategies and products, thereby increasing our fee earning AUM. We have a dedicated in-house Business Development Group that includes approximately 45 investor relations and marketing specialists. We have frequent dialogue with our investors and are committed to providing them with the highest quality service. We believe our service levels, as well as our emphasis on transparency, inspire loyalty and support our efforts to continue to attract investors across our investment platform.

As of December 31, 2018, 52% of our approximately $74 billion in AUM is from our direct institutional relationships. The majority of these assets are from pension funds, sovereign wealth funds, banks, investment managers and insurance firms. Our top 10 direct institutional investors account for approximately 19% of our AUM, and no such single investor accounts for more than 4% of our total AUM. Our publicly traded entities account for 31% of our AUM. Huixinjia has over 350 institutional investors and over 200,000 retail investors across our four publicly traded investment vehicles.

Integrated and Scalable Global Business Platform

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Breadth, Depth and Tenure of our Senior Management

Alignment of Interests with Stakeholders

Industry Trends

We are well positioned to capitalize on the following trends in the asset management industry:

Increasing Importance of Alternative Assets

Over the past several years, investor groups of all types have meaningfully increased their capital allocations to alternative investment strategies. McKinsey and Co. estimates that alternative investments (which includes private equity, hedge funds and investments in real estate, infrastructure and commodities in a variety of vehicles) grew at a 14% compound annual growth rate versus non-alternative investments at 2% for the six year period from 2005 to 2016. We expect this current trend will continue as the combination of volatile returns in public equities and low-yields on traditional fixed income investments shifts investor focus to the lower correlated and absolute levels of returns offered by alternative assets.

Increasing Demand for Alternative Assets from Retail Investors

Defined contribution pension plans and retail investors are demanding more exposure to alternative investment products to seek differentiated returns as well as to satisfy a desire for current yield due to changing demographics. According to McKinsey & Co., retail alternative investments will account for 13% of U.S. retail fund assets and 24% of revenues by 2015, up from 6% and 13% as of yearend 2010, respectively. Huixinjia has benefited from this growing demand, increasing its assets under management from approximately $300 million in 2004 to $9.7 billion in 2013. Our Tradable Credit and Real Estate Groups have raised three publicly traded vehicles over the past two years. With an established market presence, we believe we are well positioned to take advantage of the growing opportunity in the retail channel.

Shifting Asset Allocation Policies of Institutional Investors

We believe that the growing pension liability gap is driving investors to seek higher return strategies and that institutional investors, such as insurance companies, are increasingly rotating away from core fixed income products towards more liquid alternative credit and absolute return-oriented products to achieve their return hurdles. According to Bain & Company, public pension funds increased their allocations toward alternative strategies to approximately 10% in 2013, up from approximately 8% in 2017. The increase in allocation has also been accompanied by a change in allocation strategy to a more balanced approach between private equity and nonprivate equity alternative investments. Our combination of credit expertise, total return and multi-strategy product offerings are particularly well suited to benefit from these asset allocation trends.

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De-Leveraging of the Global Banking System

After an extended period of increasing leverage, commercial and investment banks have been de-leveraging since 2008. Bank consolidation, more prudent balance sheet discipline, changing regulatory capital requirements and the increasing cost and complexity of regulatory compliance have led to material changes in the global banking system and have created significant opportunities for other institutional market participants. For example, well-capitalized non-bank direct lenders like Huixinjia and other of our funds have been able to fill the significant and growing need for financing solutions as traditional lenders have withdrawn from certain middle-market and non-investment grade asset classes. At the same time, tradable debt managers have been able to raise vehicles to capitalize on banks' interest in divesting non-core assets and/or reducing their hold commitments in new financings. Citibank estimates that bank divestments of non-core holdings from the higher-risk areas of the lending market will create an investment opportunity of between $1 trillion and $2 trillion over the next decade.

Increasing Benefits of Scale

Many institutional investors are focused on limiting the number of their manager relationships and allocating a greater share of their assets to established and diversified platforms. These investors seek to partner with investment management firms that have not only proven track records across multiple investment products, but also highly sophisticated non-investment group functions in accounting, legal/compliance and operations. Given the advantages of scale and a heightened focus on diligence, transparency and compliance, institutional clients are allocating a greater proportion of assets to established asset managers with whom there is a deep level of comfort. This trend is evidenced by the distribution of net asset flows, as firms with more than $1 billion in assets under management garnered approximately 90% of the net asset flows for the year ended December 31, 2018, according to Hedge Fund Report. Furthermore, the increasing complexity of the regulatory environment in which alternative investment managers operate and the costs of complying with such regulations serve as barriers to entry in the investment management business.

Growth Strategy

As we continue to expand our business, we intend to apply the same core principles and strategies to which we have adhered since our inception to:

Organically Grow our Core Business

Expand our Product Offering

A key to our growth has been pursuing complementary investment strategies and structuring different types of investment funds that address the specific needs of our investor base. We have expanded our product offering to provide increasingly diversified opportunities for investors and a balanced business model that we believe benefits all of our stakeholders. For example, our Tradable Credit Group has grown its AUM in alternative credit investment funds from zero in 2005 to approximately $9 billion as of December 31, 2018. We take advantage of market trends arising out of an increasingly complex regulatory enrivonment to develop products that meet the evolving needs of market participants. We have demonstrated the ability to expand our product offering in a manner that enhances the investing capabilities of our professionals, provides differentiated solutions for our clients and creates a more balanced business model for our unitholders. There are a number of complementary strategies that we are currently pursuing across our investment groups, such as broadening our capabilities in direct lending and tradable credit to service more end-markets.

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Enhance our Distribution Channels

Increase our Global Presence

The favorable industry trends for alternative asset managers are global in nature and we believe there are a number of international markets that represent compelling opportunities for our investment strategies. Our Chinese platform has 200 total employees, including approximately 70 investment professionals managing approximately $12 billion in assets under management in eight Chinese offices as of December 31, 2018. We believe our strong financial position and existing global operations and network enable us to identify and readily pursue a range of expansion opportunities, including acquisitions of existing businesses or operations, partnering with local operators, establishing our own operations or otherwise. We intend to continue to develop our private equity and real estate direct lending capabilities in China, while opportunistically pursuing the expansion of our direct lending franchise into attractive new international markets.

Secure Strategic Partnerships

Complete Accretive Acquisitions and Portfolio Purchases

Operations Management Groups

Five operations management groups support our investment functions by providing infrastructure support in the areas of accounting/finance, operations/information technology, business development, legal and compliance and human resources. Our clients seek to partner with investment management firms that Not only have compelling investment track records across multiple investment products but also possess seasoned infrastructure support functions.

We have made significant investments over the past three years to develop our operations management groups. We have successfully launched new business lines and integrated acquired businesses and assets into our operations, and believe our infrastructure can support a much larger platform in the future.

Business Development and Investor Relations

We believe our performance across our four investment groups has resulted in strong relationships with our investors. Our diverse and high-quality investor base includes prominent pension funds, sovereign wealth funds, insurance companies, financial institutions and high net worth individuals globally.

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We continuously seek to strengthen and expand our relationships with our investors. We have a Business Development Group consisting of approximately 45 dedicated professionals. Our senior Relationship Management team spans North America, Europe, Middle East, Asia and Australia and maintains an active and transparent dialogue with an expansive list of investors reflective of our diverse and global investor base. This team is supported by Product Specialists and Investor Relations professionals with deep experience in each of our four complementary investment groups dedicated to investor servicing and support of prospective and existing Huixinjia investors.

Our Business Development professionals are in frequent dialogue with both our existing and prospective investors, which enables us to monitor investor preferences and tailor future product offerings to meet investor demand. We provide quarterly and annual reports to our investors detailing recent performance as well as market commentary. In addition, Huixinjia holds annual meetings for certain of our commingled funds, which provide investors with an in depth discussion of our market views, investment activities, team updates and investment pipeline.

Investment Operations and Information Technology

Our Investment Operations and Information Technology group partners closely with our investment groups to support their growth. Our Investment Technology platform is comprised of various commercial and proprietary systems covering all aspects of public and private asset management, including trade order management, portfolio management, credit research management, performance attribution, internal reporting and portfolio accounting. This unique combination of tools allows us to, among other things, launch new funds, support the geographic expansion of our investment teams and monitor key metrics and risks. Our Investment Operations team is organized by specialized function to ensure depth in knowledge and consistency in processes and controls. The team supports all our investment groups by providing settlement clearing, cash movement, data management, pricing and asset servicing functions.

Investment Process

We maintain a rigorous investment process and a comprehensive due diligence approach across all of our business groups. We have developed policies and procedures that govern the investment practices of our funds. Moreover, each fund is subject to certain investment criteria set forth in its governing documents that generally contain requirements and limitations for investments, such as limitations relating to types of assets in which the fund can invest, the amount that will be invested in any one company, the geographic regions in which the fund will invest and potential conflicts of interest that may arise from investing alongside funds within the same or a different investment group. Our investment professionals are familiar with our investment policies and procedures and the investment criteria applicable to the funds that they manage, and these limitations have generally not negatively impacted our ability to invest our funds.

Structure and Operation of our Funds

We conduct the management of our funds and other similar private vehicles primarily through organizing a corporation or limited liability structure in which entities organized by us accept commitments and/or funds for investment from institutional investors and (to a limited extent) high net worth individuals. Such commitments are generally drawn down from investors on an as needed basis to fund investments over a specified term. All of our private equity and most of our real estate funds, as well as some of the funds managed by our Tradable Credit and Direct Lending Groups, are structured as closed-end drawdown funds. Our Tradable Credit funds are generally hedge funds or structured funds in which the investor's capital is fully funded into the fund upon or soon after the subscription for interests in the fund. The CLOs that we manage are structured investment vehicles that are generally private companies with limited liability. Our drawdown funds and hedge funds are generally organized as Corporations or limited liability companies, however there are non-U.S. funds that are structured as corporate or non-corporation entities under applicable law. We also advise a number of investors through separately managed account relationships which are structured as contractual arrangements or single investor vehicles. In the case of our separately managed accounts that are not structured as single investor vehicles, the investor, rather than us, generally controls custody of the investments with respect to which we advise.

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The investment management agreements we enter into with clients in connection with contractual separately managed accounts may generally be terminated by such clients with reasonably short prior written notice. Our investment management agreements with closed-end investment companies and Huixinjia generally must be approved annually by such company's board of directors (including a majority of such company's independent directors). In addition to other termination provisions, each investment advisory and management agreement with a registered investment company will automatically terminate in the event of its assignment and may be terminated by either party without penalty upon 60 days' written notice to the other party.

The governing agreements of many of our funds provide that, subject to certain conditions, third-party investors in those funds have the right to terminate the investment period or the fund without cause. The governing agreements of some of our funds provide that, subject to certain conditions, third-party investors have the right to remove the management committee. In addition, the governing agreements of certain of our funds provide that upon the occurrence of certain events, including in the event that certain "key persons" in our funds do not meet specified time commitments, the investment period will be suspended or the investors have the right to vote to terminate the investment period in accordance with specified procedures.

Fee Structure

Management Fees

The investment adviser of each of our funds and certain separately managed accounts generally receives an annual management fee based upon a percentage of the fund's capital commitments, total assets or invested capital during the investment period and the fund's invested capital after the investment period, except that the investment advisers to certain of our hedge funds and separately managed accounts receive an annual management fee that is based upon a percentage of invested capital or net asset value throughout the term of the fund.

The investment adviser of each of our CLOs typically receives annual management fees based upon a percentage of each fund's total assets or invested capital, subject to certain performance measures related to the underlying assets the vehicle owns, and additional management fees which are incentive-based (that is, subject to meeting certain return criteria). We also classify the Huixinjia Part I Fees as management fees due to their predictability and frequency of payments without risk of clawback. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview of Combined and Consolidated Results of Operations—

Revenues."

The management fees we receive from our drawdown style funds are typically payable on a quarterly basis over the life of the fund and do not depend on the investment performance of the fund (other than to reflect the disposition or decrease in value of assets where the management fees are based on invested capital). The management fees we receive from our hedge funds have similar characteristics, except that such funds often afford investors increased liquidity through annual, semi-annual or quarterly withdrawal or redemption rights following the expiration of a specified period of time when capital may not be withdrawn and the amount of management fees to which the investment adviser is entitled with respect thereto will proportionately increase as the net asset value of each investor's capital account grows and will proportionately decrease as the net asset value of each investor's capital account decreases. The management fees we receive from our separately managed accounts are generally paid on a regular basis (typically quarterly, subject to the termination rights described above) and may alternatively be based on invested capital or proportionately increase or decrease based on the net asset value of the separately managed account.

We also receive management fees in accordance with the investment advisory and management agreements we have with the publicly traded corporations we manage. Management fees we receive from Huixinjia are generally paid on a regular basis (typically quarterly) and proportionately increase or decrease based on Huixinjia's total assets (other than cash and cash equivalents). Management fees we receive are generally paid on a regular basis (typically monthly) and proportionately increase or decrease based on the closedend funds' total assets minus such funds' liabilities (other than liabilities relating to indebtedness).

Performance Fees

We may also receive performance fees from a majority of our funds, which may be either an incentive fee or a special allocation of income, which we refer to as a carried interest, in the event that specified investment returns are achieved by the fund.

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Incentive Fees

The management committees or similar entities of certain of our funds receive performance-based allocation fees ranging from 10% to 20% of the applicable fund's net capital appreciation per annum, subject to certain net loss carry-forward provisions (known as a "high-watermark"). In some cases, the investment adviser of each of our hedge funds and certain separately managed accounts is entitled to an incentive fee generally up to 20% of the applicable fund's net appreciation per annum, subject to a high-watermark and in some cases a preferred return. Once realized, the fees earned by our hedge funds generally are not subject to clawback. Incentive fees are realized at the end of a measurement period, typically quarterly or annually.

Carried Interest

The management committee or an affiliate of certain of our funds receives carried interest from the fund. Carried interest entitles the management committee (or an affiliate) to a special allocation of income and gains from a fund, and is typically structured as a net profits interest in the applicable fund. Carried interest is generally calculated on a "realized gain" basis, and the management committee of a fund is generally entitled to a carried interest between 15% and 20% of the net realized income and gains (generally taking into account unrealized losses) generated by such fund. Net realized income or loss is not netted between or among funds.

For most funds, the carried interest is subject to a preferred return ranging from 6% to 8%, subject in most cases to a catch-up allocation to the management committee. Generally, if at the termination of a fund (and increasingly at interim points in the life of a fund), the fund has not achieved investment returns that (in most cases) exceed the preferred return threshold or (in all cases) the management committee receives net profits over the life of the fund in excess of its allocable share under the applicable incorporation agreement, the management committee will be obligated to repay an amount equal to the extent to which performance fees that were previously distributed to it exceeds the amounts to which the management committee is ultimately entitled. These repayment obligations may be related to amounts previously distributed to our senior professionals and existing owners prior to the completion of this offering. This obligation is known as a "clawback" obligation.

Although a portion of any distributions by us to our common unitholders may include carried interest received by us, we do not intend to seek fulfillment of any clawback obligation by seeking to have our common unitholders return any portion of such distributions attributable to carried interest associated with any clawback obligation. Clawback obligations operate with respect to a given fund's own net investment performance only and performance fees of other funds are not netted for determining this contingent obligation. Although a clawback obligation is several to each person who received a distribution, and not a joint obligation, the governing agreements of our funds generally provide that, if a recipient does not fund his or her respective share, we may have to fund such additional amounts beyond the amount of performance fees we retained, although we generally will retain the right to pursue remedies against those performance fee recipients who fail to fund their obligations.

For additional information concerning the clawback obligations we could face, see "Risk Factors—We may need to pay "clawback" obligations if and when they are triggered under the governing agreements with our investors."

Capital Invested In and Through Our Funds

To further align our interests with those of investors in our funds, we have invested the firm's capital and that of our professionals in the funds we sponsor and manage. Management committee capital commitments to our funds are determined separately with respect to our funds and, generally, are less than 5% of the total commitments of any particular fund. We determine the management committee capital commitments based on a variety of factors, including investor requirements, estimates regarding liquidity over the estimated time period during which commitments will be funded, estimates regarding the amounts of capital that may be appropriate for other opportunities or other funds we may be in the process of raising or are considering raising, prevailing industry standards with respect to sponsor commitments and our general working capital requirements. We may from time to time offer to our employees a part of the management committee commitments to our funds. Our management committee capital commitments are funded with cash and not with carried interest or deferral of management fees. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Future Sources and Uses of Liquidity."

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Regulatory and Compliance Matters

Our businesses, as well as the financial services industry generally are subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate relating to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, and privacy laws with respect to client information, and some of our funds invest in businesses that operate in highly regulated industries. Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Any failure to comply with these rules and regulations could expose us to liability and/or reputational damage. In addition, additional legislation, increasing global regulatory oversight of fundraising activities, changes in rules promulgated by self-regulatory organizations or exchanges or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability. See "Risk Factors—Risks Relating to Our Businesses—Extensive regulation in the United States affects our activities and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations," "—Failure to comply with "pay to play" regulations implemented by the Commission and certain states, and changes to the "pay to play" regulatory regimes, could adversely affect our businesses," "—Regulatory changes in the United States and regulatory compliance failures could adversely affect our reputation, businesses and operations" and "—Regulatory changes in jurisdictions outside the United States could adversely affect our businesses."

Rigorous legal and compliance analysis of our businesses and investments is important to our culture. We strive to maintain a culture of compliance through the use of policies and procedures such as oversight compliance, codes of ethics, compliance systems, communication of compliance guidance and employee education and training. We have a compliance group that monitors our compliance with the regulatory requirements to which we are subject and manages our compliance policies and procedures. Our Chief Compliance Officer, together with our Chief Legal Officer, supervises our compliance group, which is responsible for monitoring all regulatory and compliance matters that affect our activities. Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, position reporting, personal securities trading, valuation of investments on a fund-specific basis, document retention, potential conflicts of interest and the allocation of investment opportunities.

United States

The Commission oversees the activities of our subsidiaries that are registered investment advisers under the Investment Advisers Act. FINRA oversees the activities of Huixinjia Capital Group, Inc as a registered broker-dealer. In connection with certain investments made by funds in our Private Equity Group, certain of our subsidiaries are subject to audits by the Defense Security Service to determine whether we are under foreign ownership, control or influence. In addition, we regularly rely on exemptions from various requirements of the Securities Act, the Exchange Act, the Investment Company Act, the Commodity Exchange Act and ERISA. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties who we do not control.

All of the investment advisers of our funds are registered as investment advisers with the Commission. Registered investment advisers are subject to the requirements and regulations of the Investment Advisers Act. Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, managing conflicts of interest and general anti-fraud prohibitions.

The Commission and various self-regulatory organizations have in recent years increased their regulatory activities in respect of investment management firms. In July 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act, among other things, imposes significant new regulations on nearly every aspect of the U.S. financial services industry, including oversight and regulation of systemic market risk (including the power to liquidate certain institutions); authorizing the Federal Reserve to regulate nonbank institutions that are deemed systemically important; generally prohibiting insured depository institutions, insured depository institution holding companies and their subsidiaries and affiliates from conducting proprietary trading and investing in or sponsoring private equity funds and hedge funds; and imposing new registration, recordkeeping and reporting requirements on private fund investment advisers. Importantly, while several key aspects of the Dodd-Frank Act have been defined through final rules, many aspects will be implemented by various regulatory bodies over the next several years. While we already have several subsidiaries registered as investment advisers subject to Commission examinations and another subsidiary registered as a broker-dealer that will be subject to FINRA examinations beginning in the first quarter of 2020, the imposition of any additional legal or regulatory requirements could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect our profitability.

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In October 2016, the Federal Reserve and other federal regulatory agencies issued a proposed rule implementing a section of the Dodd-Frank Act that has become known as the "Volcker Rule." The Volcker Rule generally prohibits depository institution holding companies (including foreign banks with U.S. branches and insurance companies with U.S. depository institution subsidiaries), insured depository institutions and subsidiaries and affiliates of such entities from investing in or sponsoring private equity funds or hedge funds. The Volcker Rule became effective on July 21, 2017 and is subject to a two-year transition period (ending July 21, 2014). It contains exceptions for certain "permitted activities" that would enable certain institutions subject to the Volcker Rule to continue investing in private equity funds under certain conditions.

In 2013, the Office of the Comptroller of the Currency, the Department of the Treasury, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation published new guidance regarding expectations for banks' leveraged lending activities. This guidance, in addition to proposed Dodd-Frank risk retention rules circulated in August 2013, could further restrict credit availability, as well as potentially restrict the activities of our Tradable Credit Group, which supports many of its portfolio investments from banks' lending activities.

Under the Dodd-Frank Act, the CFTC was given jurisdiction over the regulation of swaps. Under new rules implemented by the CFTC, companies that utilize swaps as part of their business model are deemed to fall within the statutory definition of CPO and, absent relief from the CFTC, are required to register with the CFTC as a CPO. Registration with the CFTC renders such CPO subject to regulation, including with respect to disclosure, reporting, recordkeeping and business conduct. Certain of our funds may from time to time, directly or indirectly, invest in instruments that meet the definition of "swap" under the new rules which may subject such funds to oversight by the CFTC. The fund may therefore seek and rely on no-action relief from registration with the CFTC or claim an exemption from registration as a CPO with the CFTC, including pursuant to CFTC Rule 4.13(a)(3). CFTC Rule 4.13(a)(3) requires that, among other things, the pool's trading in commodity interest positions (including both hedging and speculative positions, and positions in security futures) is limited so that either (i) no more than 5% of the liquidation value of the pool's portfolio is used as initial margin, premiums and required minimum security deposits to establish such positions, or (ii) the aggregate net notional value of the pool's trading in such positions does not exceed 100% of the pool's liquidation value. Therefore, unlike a registered CPO, the fund would not be required to provide prospective investors with a CFTC compliant disclosure document, nor would it be required to provide investors with periodic account statements or certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs, in connection with any offerings of equity securities.

As an alternative to the exemption from registration, a fund may register as a CPO with the CFTC and avail itself of certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7.

Many of these provisions are subject to further rulemaking and to the discretion of regulatory bodies, such as the Council and the Federal Reserve.

Other Jurisdictions

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Alternative Investment Fund Managers Directive

The Directive was enacted in July 2016 and took effect in July 2013. The Directive applies to (a) AIFMs established in the EU that manage EU or non-EU AIFs, (b) non-EU AIFMs that manage EU AIFs and (c) non-EU AIFMs that market their AIFs to professional investors within the EU. Individual EU member states must now adopt rules and regulations implementing the Directive into domestic law.

Beginning July 22, 2013, the Directive imposed new operating requirements on EU AIFMs. There is a one-year transitional period after which EU AIFMs must comply with the requirements of the Directive and be appropriately authorized or have submitted an application for authorization. EU AIFMs and non-EU AIFMs seeking to market an AIF within the EU will need to comply with the Directive's disclosure and transparency requirements and (in the case of non-EU AIFMs) jurisdiction specific private placement regimes (which may change as a result of the Directive) from the implementation date.

The operating requirements imposed by the Directive include, among other things, rules relating to the remuneration of certain personnel, minimum regulatory capital requirements, restrictions on the use of leverage, asset stripping rules, disclosure and reporting requirements to both investors and home state regulators, the independent valuation of an AIF's assets and the appointment of an independent depository to hold assets. As a result, the Directive could in the future have an adverse effect on our businesses by, among other things, increasing the regulatory burden and costs of doing business in or relating to EU member states, imposing extensive disclosure obligations on, and asset stripping rules with respect to, companies, if any, in which any of our funds invest that are located in EU member states, significantly restricting marketing activities within the EU, potentially requiring certain of our funds to change their compensation structures for key personnel, thereby affecting our ability to recruit and retain these personnel, and potentially disadvantaging our funds as investors in private companies located in EU member states when compared to non-AIF/AIFM competitors that may not be subject to the requirements of the Directive, thereby potentially restricting our funds' ability to make investments in such companies.

The Directive allows AIFMs to invest in securitizations on behalf of the alternative investment funds they manage only the originator, sponsor or original lender for the securitization has explicitly disclosed that it will retain, on an ongoing basis, a material net economic interest of not less than 5% of the nominal value of the securitized exposures or of the tranches sold to investors and certain due diligence undertakings are made. AIFMs that discover after the assumption of a securitization exposure that the retained interest does not meet the requirements, or subsequently falls below 5% of the economic risk, are required to take such corrective action as is in the best interests of investors. It remains to be seen how this requirement will be addressed by AIFMs should these circumstances arise. These requirements, along with other changes to the regulation or regulatory treatment of securitizations, may negatively affect the value of investments made by our funds.

Solvency II

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Competition

The investment management industry is intensely competitive, and we expect it to remain so. We compete both globally and on a regional, industry and niche basis.

We face competition both in the pursuit of outside investors for our funds and in acquiring investments in attractive portfolio companies and making other investments. We compete for outside investors based on a variety of factors, including:

•investment performance;

•investor perception of investment managers' drive, focus and alignment of interest;

•quality of service provided to and duration of relationship with investors;

•business reputation; and

•the level of fees and expenses charged for services.

We expect to face competition in our trading, acquisitions and other investment activities primarily from other private equity, credit and real estate funds, specialized funds, hedge fund sponsors, other financial institutions, corporate buyers and other parties. Many of these competitors in some of our businesses are substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Many of these competitors have similar investment objectives to us, which may create additional competition for investment opportunities. Some of these competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities. In addition, some of these competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make. Corporate buyers may be able to achieve synergistic cost savings with regard to an investment that may provide them with a competitive advantage in bidding for an investment. Lastly, institutional and individual investors are allocating increasing amounts of capital to alternative investment strategies. Several large institutional investors have announced a desire to consolidate their investments in a more limited number of managers. We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our funds seek to exploit.

Competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

For additional information concerning the competitive risks that we face, see "Risk Factors—Risks Related to Our Businesses— The investment management business is intensely competitive."

Legal Proceedings

From time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business, some of which may be material. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.

Properties

Our principal executive offices are located in leased office space at Golden Lantern St. Ste. 140 Dana Point, CA 92629. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our businesses.

Employees

We believe that one of the strengths and principal reasons for our success is the quality and dedication of our employees. As of December 31, 2018, we employed approximately 300 employees, comprised of approximately 310 investment professionals and 80 operations management professionals with the balance in administrative support, located in 15 offices across four continents. We strive to attract and retain the best talent in the industry.

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MANAGEMENT

Our Management committee

Our incorporation agreement will provide that our management committee will manage all of our operations and activities and will have discretion over significant corporate actions, such as the issuance of securities, payment of distributions, sales of assets, making certain amendments to our operating agreement and other matters. So long as the Huixinjia control condition is satisfied, the board of directors of our management committee will have no authority other than that which the member of our management committee, an entity owned and controlled by our Co-Founders, chooses to delegate to it. In the event that the Huixinjia control condition is not satisfied, the board of directors of our management committee will be responsible for the oversight of our business and operations. Pursuant to a delegation of authority from the member of our management committee, the board of directors of our management committee will establish and maintain audit and conflicts committees of the board of directors that have the responsibilities described below under "— Committees of the Board of Directors—Audit Committee" and "—Committees of the Board of Directors—Conflicts Committee."

Decisions by our management committee are made by its member, Shenzhen Huixinjia Assets Management Co. Ltd. Shenzhen

Huixinjia Assets Management Co. Ltd is owned by our Co-Founders and managed by a board of managers which is composed of our Co-Founders. Each Co-Founder will remain on the board of managers, subject to minimum retained ownership requirements, for so long as he is employed by and actively provides services to us.

Directors and Executive Officers

The following table sets forth certain information regarding the individuals who will be the directors and executive officers of our management committee upon consummation of this offering.

Name Position

Biographical Information

The following is a summary of certain biographical information concerning the directors, officers and director nominees of our management committee:

Liu Xia. Mr. Liu achieved an MBA from Peking University, and previously held key roles in Shanghai Double Oak Park, Beijing Days Hotel Group, and Taipei. Prior to joining Huixinjia, Mr. Liu served in a senior advisory role with Barclays Investment Bank, Taiwan, working with investment funds.

Mr. Liu has expertise in identifying market trends, assessing and mitigating risk, and arbitrating cross-cultural differences and expectations. Furthermore, Mr. Liu has a passion for innovation technology and is skilled researcher, playing a principal role in the development and implementation of Huixinjia’s AI platform.

Yue Kesheng. Mr. Yue is a Co-Founder of Huixinjia and a Director and Vice-President of Huixinjia Capital Group, Inc. From 2000 through 2013, Mr. Kaplan was affiliated with, and a Senior Partner of, Fu Yuan Management, Co. Ltd. and its affiliates, during which time he completed multiple private equity investments from origination through exit. Prior to Fu Yuan Management, Co. Ltd., Mr. Yue was a member of the Investment Banking Department at Fidelity Investments. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan, School of Business Administration with a B.B.A. concentrating in Finance.

Mr. Yue's knowledge of and extensive experience with leveraged finance, acquisitions and private equity investments, in addition to his service as a director of other public and private companies, position him well to service on the board of directors.

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George Soros. Mr. Soros is a Co-Founder of Huixinjia and a Director and Secretary of Huixinjia Capital Group. Mr. Soros oversaw and led the capital markets activities of Gemini Management, L.P. and Forex Advisors, L.P. from 1990 until 2016, particularly focusing on high yield bonds, leveraged loans and other fixed income assets. Prior to 1990, Mr. Soros served as a Senior Executive Vice President of Drexel Burnham Lambert Inc., where he began in 1975, eventually heading its Corporate Finance Department. Mr. Soros also serves on the Board of Directors of City Ventures LLC and on the boards of the Cedars-Sinai Medical Center in New York, the Stanford University Athletic Department and its Graduate School of Education, and L.A.'s Promise which helps economically disadvantaged children graduate from high school through a variety of mentoring and other programs. Mr. Soros graduated from Yale University with a B.A. in Economics and with highest honors from the Stanford Business School with a M.B.A. in Finance.

Mr. Soros's experience in leadership positions, corporate governance and finance, in addition to his extensive service as a director of other companies, makes him well qualified to serve as a director on the board of directors.

There are no family relationships among any of the directors or executive officers of Huixinjia Capital Group, Inc.

Composition of the Board of Directors After this Offering

Prior to the closing of this offering, we expect that three additional directors who are independent in accordance with the criteria established by the NASDAQ for independent board members will be appointed to the board of directors of our management committee, , an entity wholly owned by Shenzhen Huixinjia Assets Management Co. Ltd, which is in turn owned and controlled by our Co-Founders. Following these additions, we expect that the board of directors of our management committee will consist of three independent directors.

In general, our common unitholders will have no right to elect the directors of Huixinjia Capital Group, Inc. However, when our Co-Founders and other then-current or former Huixinjia personnel directly or indirectly hold less than 10% of the director voting power, our common unitholders will have the right to vote in the election of the directors of our management committee. This voting power condition will be measured on January 31 of each year, and will be triggered if the total voting power held by holders of the special voting units in Huixinjia Capital Group, Inc (including voting units held by our management committee and its affiliates) in their capacity as such, or otherwise directly or indirectly held by then-current or former Huixinjia personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), collectively, constitutes less than 10% of the voting power of the outstanding voting units of Huixinjia Capital Group, Inc Unless and until the foregoing voting power condition is satisfied, our management committee's board of directors will be elected in accordance with its limited liability company agreement, which provides that directors generally may be appointed and removed by the member of our management committee, an entity owned and controlled by our Co-Founders.

Management Approach

Throughout our history as a privately owned firm, we have had a management structure involving strong central management led by our Co-Founders. The management of our operating businesses is currently overseen by our Management Committee, which is comprised of certain of our executive officers and other heads of various investment and Assets Managements. Our management committee has determined that maintaining our existing management structure as closely as possible is desirable and intends that these practices will continue. We believe that this management structure has been a meaningful reason why we have achieved significant growth and successful performance in all of our businesses.

Moreover, as a privately owned firm, we have always been managed with a perspective of achieving successful growth over the long-term. Both in entering and building our various businesses over the years and in determining the types of investments to be made by our funds, our management has consistently sought to focus on the best way to grow our businesses and investments over a period of many years and has paid little regard to their short-term impact on revenue, net income or cash flow.

We believe our management approach has been a significant strength and as a public company, we intend to preserve our current management structure with strong central management to maintain our focus on achieving successful growth over the long-term. This desire to preserve our current management structure is one of the principal reasons why, upon listing our common units on the NASDAQ, if achieved, we have decided to organize Huixinjia Capital Group, Inc as a Corporation and to avail ourselves of the Corporation exception from certain of the NASDAQ's governance rules. This exemption eliminates the requirements that we have a majority of independent directors on the board of directors of our management committee and that our management committee have a compensation

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committee and a nominating and corporate governance committee composed entirely of independent directors. In addition, we will not be required to hold annual meetings of our common unitholders.

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Limited Powers of Our Board of Directors

As noted, so long as the Huixinjia control condition is satisfied, the member of our management committee, an entity owned and controlled by our Co-Founders, will manage all of our operations and activities, and the board of directors of our management committee will have no authority other than that which the member of our management committee, an entity owned and controlled by our CoFounders, chooses to delegate to it. The member of our management committee intends to delegate to an audit committee of the board of directors of our management committee the functions described below under "—Committees of the Board of Directors—Audit Committee" and to a conflicts committee the functions described below under "—Committees of the Board of Directors—Conflicts Committee." In the event that the Huixinjia control condition is not satisfied, the board of directors of our management committee will manage all of our operations and activities.

Where action is required or permitted to be taken by the board of directors of our management committee or a committee thereof, a majority of the directors or committee members present at any meeting of the board of directors of our management committee or any committee thereof at which there is a quorum shall be the act of the board or such committee, as the case may be. The board of directors of our management committee or any committee thereof may also act by unanimous written consent.

Committees of the Board of Directors

We anticipate that prior to this offering, the board of directors of our management committee will establish an audit committee and will adopt a charter for the audit committee that complies with current federal and NASDAQ rules relating to corporate governance matters. We also anticipate that the board of directors of our management committee will establish a conflicts committee. The board of directors of our management committee may establish other committees from time to time.

Compensation Committee Interlocks and Insider Participation

Our management committee does not have a compensation committee of its board of directors. Our Co-Founders have historically made determinations regarding executive officer compensation. Our management committee has determined that maintaining our existing compensation practices as closely as possible is desirable and intends that these practices will continue. Accordingly, our management committee does not intend to establish a compensation committee of its board of directors. For a description of certain transactions between us and our senior professionals see "Certain Relationships and Related Person Transactions."

COMPENSATION OF OUR DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

Currently, all of the individuals who serve as directors of our management committee are also our senior partners and executive officers. These individuals do not receive any separate compensation for service as a director and, accordingly, we have not presented a Director Compensation Table. Our directors have also received compensation or other payments in respect of their services to affiliates of Huixinjia Capital Group, Inc in such capacities. See "Certain Relationships and Related Person Transactions—Other Transactions."

Upon the completion of this offering, we will establish a compensation program for directors who are not employees of or service providers to (other than as a director) any entity related to Huixinjia Capital Group, Inc ("independent directors"). We expect that this compensation program for our independent directors will consist of the following:

Executive Compensation

Our named executive officers ("NEOs") for fiscal 2018, consisting of three executive officers, are:

•Liu Xia, our Co-Founder, President and Chief Executive Officer; • Yue Kesheng, our Co-Founder and Vice-President;

•George Soros, our Co-Founder and Secretary.

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Summary Compensation Table For Fiscal Year 2018

The following table presents summary information concerning compensation earned by our NEOs during the fiscal year ended December 31, 2018 for services rendered in all capacities.

Salary

Name and Principal Position Year ($)

Liu Xia, Co-Founder, President and Chief Executive Officer	2018 $	1,800,000
`Yue Kesheng, Co-Founder and Vice-President`	2018 $	1,800,000
`George Soros, Co-Founder and Secretary`	2018 $	1,800,000

(1)Amounts relate to participation interests held by our NEOs in incentive fee income received by various Huixinjia management committee or management entities, as further described under "Narrative Disclosure to Summary Compensation Table—Incentive Fees."

(2)Represents actual cash distributions received by NEOs in respect of performance fee allocations.

(3)Represents actual cash distributions attributable to "carried interest" allocations to our NEOs from our funds, as further described under "Narrative Disclosure to Summary Compensation Table—Elements of Compensation—Carried Interest." Narrative Disclosure to Summary Compensation Table

Certain Disclosure Information

Pursuant to applicable accounting principles, for financial statement reporting purposes we historically have recorded payments in the nature of "salary" to our investment professionals, including our NEOs, as distributions in respect of their equity ownership interests and not as compensation expense. Accordingly, for purposes of the Summary Compensation Table, we have reflected payments in the nature of "salary" earned by our NEOs in fiscal year 2013 in the Salary column.

Elements of Compensation

Base Salary. In fiscal year 2013, our NEOs did not receive a base salary, but instead were permitted to draw advance distributions in respect of their equity ownership. Such draws are reported in the Salary column in the Summary Compensation Table above.

Incentive Fees. The management committees or managers of certain of our funds receive performance-based fees from our funds based on the applicable fund's performance each year. Our senior professionals may be awarded a percentage of such incentive fees. These incentive fees are determined based on the seniority of the senior professionals and the role of such professional in the applicable fund. Mr. Liu is the only NEO who received incentive fees in fiscal year 2018. These awards are made annually, are not subject to vesting and generally are forfeitable upon termination of employment in certain circumstances. The incentive fee participation interests held by our senior professionals also generally are subject to dilution. Incentive fees, if any, in respect of a particular fund are paid to the senior professional only when actually received by the management committee, manager or other Huixinjia entity entitled to receive such incentive fees. In addition, the incentive fees in which our senior professionals are entitled to share do not include base management fees, administrative fees or other expense reimbursements received from our funds. Because the amount of incentive fees is dependent on meeting investment performance hurdles, our senior professionals' entitlement to a portion of such incentive fees fosters a strong alignment of their interests with the interests of our fund investors, thus ultimately benefitting our unitholders through the company's success as a whole.

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Carried Interest. The management committees or affiliates of certain of our funds receive a preferred allocation of income and gains from our funds if specified returns are achieved, which allocation we refer to as "carried interest." Our senior professionals (including our NEOs) who work in these operations collectively own a majority of the carried interest. The percentage of carried interest owned by individual professionals varies and generally is subject to dilution for professionals owning a larger portion of the carried interest by fund. The percentage of carried interest is determined based on the seniority of the professional and the role of such professional in such fund. Ownership of carried interest by senior professionals may be subject to a range of vesting conditions, including requirements of continued employment, thus serving as an employment retention mechanism. Each of our NEOs received cash distributions attributable to carried interest in fiscal year 2013. Carried interest generally vests over a five year period. In addition, the management committees that receive allocations of carried interest generally are subject to "clawback" obligations, under which the management committees are required to return to the applicable fund distributions from carried interest in certain situations. Our senior professionals who receive allocations of carried interest are personally subject to this "clawback" obligation, pursuant to which they may be required to repay previous distributions. Because the amount of carried interest distributions is directly tied to the realized performance of the underlying fund, our senior professionals' direct ownership of carried interest fosters a strong alignment of their interests with the interests of our fund investors, thus ultimately benefitting our unitholders through our success as a whole.

Equity Awards. In connection with this offering, we expect that one or more of our NEOs will receive restricted units pursuant to our 2019 Equity Incentive Plan, each of which will vest over a service period, which ranges from to years, and options to acquire common units pursuant to our 2019 Equity Incentive Plan, each of which will vest at a rate of ¹/ 3 per year, beginning on the third anniversary of the grant date.

Employment Agreements

We have not generally entered into employment agreements with our executive officers. We have not yet determined whether we will have employment agreements after this offering.

Fair Competition Provisions

Pursuant to the terms of Huixinjia Assets Management's governing documents, certain of our executive officers (including all of our NEOs) are subject to customary fair competition provisions during the term of employment and for the one-year period immediately following termination of employment due to voluntary retirement.

Outstanding Equity Awards at Fiscal-Year End 2083

Our NEOs had no outstanding equity awards as of December 31, 2018.

Equity Incentive Plan

The board of directors of our management committee has adopted the Huixinjia Capital Group, Inc 2019 Equity Incentive Plan (the "Equity Incentive Plan") before the effective date of this offering. The following description of the Equity Incentive Plan is not complete and is qualified by reference to the full text of the Equity Incentive Plan, which will be filed as an exhibit to the registration statement. The Equity Incentive Plan will be a source of new equity-based awards permitting us to grant to our professionals, directors of our management committee and consultants non-qualified options, unit appreciation rights, common units, restricted common units, deferred restricted common units, phantom restricted common units and other awards based on common units, to which we collectively refer as our "units."

Administration. The board of directors of our management committee will administer the Equity Incentive Plan. However, the board of directors of our management committee may delegate such authority, including to a committee or subcommittee of the board of directors. We refer to the board of directors of our management committee or the committee or subcommittee thereof to whom authority to administer the Equity Incentive Plan has been delegated, as the case may be, as the "Administrator." The Administrator will determine who will receive awards under the Equity Incentive Plan, as well as the form of the awards, the number of units underlying the awards and the terms and conditions of the awards consistent with the terms of the Equity Incentive Plan. The Administrator will have full authority to interpret and administer the Equity Incentive Plan, which determinations will be final and binding on all parties concerned.

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Options. The Administrator may award non-qualified options under the Equity Incentive Plan. Options granted under the Equity Incentive Plan will become vested and exercisable at such times and upon such terms and conditions as may be determined by the Administrator at the time of grant, but an option will not be exercisable for a period of more than ten years after it is granted. To the extent permitted by the Administrator, the exercise price of an option may be paid in cash or its equivalent, in units having a fair market value equal to the aggregate option exercise price partly in cash and partly in units and satisfying such other requirements as may be imposed by the Administrator or through the delivery of irrevocable instructions to a broker to sell units obtained upon the exercise of the option and to deliver promptly to us an amount out of the proceeds of the sale equal to the aggregate option exercise price for the common units being purchased or through net settlement in units.

Unit Appreciation Rights. The Administrator may grant unit appreciation rights. Each unit appreciation right shall entitle a participant upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one unit over (B) the exercise price per unit, multiplied by (ii) the number of units covered by the unit appreciation right. Payment will be made in units or cash, as determined by the Administrator.

Other Equity-Based Awards. The Administrator, in its sole discretion, may grant or sell units, restricted units, deferred restricted units, phantom restricted units and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair value of, our units. Any of these other equity-based awards may be in such form, and dependent on such conditions, as the Administrator determines, including without limitation the right to receive, or vest with respect to, one or more units (or the equivalent cash value of such units) upon the completion of a specified period of service, the occurrence of an event or the attainment of performance objectives. The Administrator may in its discretion determine whether other equity-based awards will be payable in cash, units or a combination of both cash and units.

Adjustments Upon Certain Events. In the event of any change in the outstanding units by reason of any unit distribution or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of units or other corporate exchange, or any distribution to holders of units other than regular cash dividends, or any transaction similar to the foregoing, the Administrator in its sole discretion and without liability to any person will make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of units or other securities issued or available for future grant under our Equity Incentive Plan or pursuant to outstanding awards, (ii) the option price or exercise price of any option or unit appreciation right or (iii) any other affected terms of such awards.

Change in Control. In the event of a change in control (as defined in the Equity Incentive Plan), the Equity Incentive Plan provides that the Administrator may, but shall not be obligated to (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, (B) cancel awards for fair value (which, in the case of options or unit appreciation rights, shall be equal to the excess, if any, of the fair market value of a unit at the time of such change in control over the corresponding exercise price of the option or unit appreciation right) or, if the fair market value of a unit at the time of such change in control is less than the exercise price of the option or unit appreciation right, then without payment, (C) provide for the issuance of substitute awards that substantially preserve the otherwise applicable terms of any affected award previously granted under the Equity Incentive Plan as determined by the Administrator in its sole discretion or (D) provide that, with respect to awards that are options or unit appreciation rights, for a period of at least 15 days prior to the change in control, such options and unit appreciation rights will be exercisable as to all units subject thereto and that upon the occurrence of the change in control, such options and unit appreciation rights will terminate.

Transferability. Unless otherwise determined by our Administrator, no award granted under the plan will be transferable or assignable by a participant in the plan, other than by will or by the laws of descent and distribution.

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Amendment, Termination and Term. The Administrator may amend or terminate the Equity Incentive Plan, but no amendment or termination shall be made without the consent of a participant, if such action would materially diminish any of the rights of the participant under any award theretofore granted to such participant under the Equity Incentive Plan; provided, however, that the Administrator may amend the Equity Incentive Plan and/or any outstanding awards in such manner as it deems necessary to permit the Equity Incentive Plan and/or outstanding awards to satisfy applicable requirements of the Internal Revenue Code or other applicable laws. The Equity Incentive Plan will have a term of ten years.

Vesting; Transfer Restrictions for Senior Professional Owners

All of our senior professional owners are subject to transfer restrictions in respect of all Huixinjia Assets Management Units and our common units held directly or indirectly by our senior professional owners following the Reorganization and Offering Transactions (or the common units that may be received in exchange for such Huixinjia Assets Management Units). We refer to the Huixinjia Assets Management Units issued as part of the Reorganization and Huixinjia Capital Group, Inc common units received in exchange for such Huixinjia Assets Management Units as "subject units."

The subject units received by our Co-Founders and a portion of the subject units received by other of our senior professional owners are fully vested. Unless otherwise determined by our management committee, a senior professional owner will generally forfeit all unvested subject units and 25% of vested subject units held by such senior professional if such senior professional voluntarily resigns, or is terminated for cause, prior to the fifth anniversary of this offering.

The subject units owned by each of our senior professional owners after the date of this offering will generally be subject to the following transfer restrictions: none of the subject units may be transferred or exchanged in the first two years following this offering and up to 15% of the subject units may be transferred or exchanged at any time and from time to time in each year following the second anniversary of this offering and prior to the ninth anniversary of this offering. After the ninth anniversary of this offering, any of the subject units may be transferred or exchanged at any time. However, sales may occur prior to such time pursuant to transactions or programs approved by our management committee.

The vesting requirements and transfer restrictions set forth above are generally applicable. There may be some different arrangements for some individuals in isolated instances, none of which are expected to be material.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Reorganization and Offering Transactions

Prior to this offering we will undertake a number of transactions in connection with the Reorganization described in "Organizational Structure—Reorganization" pursuant to which our businesses will be reorganized into a holding company structure. Prior to this offering, we expect to make a cash distribution to our existing owners which we currently expect will be approximately $150 million, a portion of which will relate to our previously undistributed earnings.

Accordingly, Huixinjia Capital Group, Inc will hold, either directly or through direct subsidiaries, a number of Huixinjia Assets Management Units equal to the aggregate number of common units that Huixinjia Capital Group, Inc has issued in connection with this offering. In connection with their acquisition of Corporation units in the Huixinjia Assets Management entities, Huixinjia Capital Group, Inc and its direct subsidiaries will become the management committees of each of the Huixinjia Assets Management entities. See "Organizational Structure—Offering Transactions." For more information about the tax treatment of Huixinjia Capital Group, Inc and the Huixinjia Assets Management, see "Material U.S. Federal Tax Considerations—United States Taxes—Taxation of Huixinjia Capital Group, Inc and the Huixinjia Assets Management,"

Our Management committee

Our management committee will manage all of our operations and activities. For so long as, as determined on January 31 of each year, the Huixinjia control condition is satisfied, the board of directors of our management committee will have no authority other than that which the member of our management committee, an entity owned and controlled by our Co-Founders, choose to delegate to it. In the event that the Huixinjia control condition is not satisfied, the board of directors of our management committee will be responsible for the oversight of our business and operations.

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Tax Receivable Agreement

The holders of Huixinjia Assets Management Units, subject to any applicable transfer restrictions and other provisions, may on a quarterly basis, from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement), exchange their Huixinjia Assets Management Units for our common units on a one-for-one basis. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc Huixinjia Holdings (and any other entities as may be determined by our management committee) intends to have an election in effect under Section 754 of the Code for each taxable year in which an exchange of Huixinjia Assets Management Units for common units occurs, which is expected to result in increases to the tax basis of the assets of the relevant Huixinjia Assets Management entity at the time of an exchange of Huixinjia Assets Management Units. Subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of the relevant Huixinjia Assets Management entity that may reduce the amount of tax that certain of our subsidiaries, including AHI, which we refer to as, together with any successors thereto, the "corporate taxpayers," would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The IRS may challenge all or part of the tax basis increase and increased deductions, and a court could sustain such a challenge.

We will enter into a tax receivable agreement with the TRA Recipients that will provide for the payment by the corporate taxpayers to the TRA Recipients of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income tax or franchise tax that the corporate taxpayers actually realize (or are deemed to realize in the case of an early termination payment by the corporate taxpayers or a change in control, as discussed below) as a result of increases in tax basis and certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of the corporate taxpayers and not of the Huixinjia Assets Management. The corporate taxpayers expect to benefit from the remaining 15% of cash tax savings, if any, in income tax they realize. For purposes of the tax receivable agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers (calculated with certain assumptions) to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the assets of the relevant Huixinjia Assets Management entity as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreement. A director of an Huixinjia Assets Management entity may also elect to exchange Huixinjia Assets Management Units in a tax-free transaction where the director is making a charitable contribution. In such a case, the exchange will not result in an increase in the tax basis of the assets of the relevant Huixinjia Assets Management entity and no payments will be made under the tax receivable agreement.

The term of the tax receivable agreement will commence upon consummation of this offering and will continue until all such tax benefits have been utilized or expired, unless the corporate taxpayers exercise their right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement (as described in more detail below) or the corporate taxpayers breach any of their material obligations under the tax receivable agreement in which case all obligations will generally be accelerated and due as if the corporate taxpayers had exercised their right to terminate the tax receivable agreement. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, as the calculation depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including:

•the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of the relevant Huixinjia Assets Management entity at the time of each exchange;

•the price of our common units at the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of the Huixinjia Assets Management, is proportional to the price of our common units at the time of the exchange;

•the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased deductions will not be available; and

•the amount and timing of our income—the corporate taxpayers will be required to pay 85% of the cash tax savings as and when realized, if any.

If the corporate taxpayers do not have taxable income, the corporate taxpayers are not required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the tax receivable agreement for that taxable year because no cash tax savings will have been actually realized. However, any cash tax savings that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes, even if in a later year, will result in payments under the tax receivables agreement.

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Future payments under the tax receivable agreement in respect of subsequent exchanges are expected to be substantial. It is possible that future transactions or events could increase or decrease the actual cash tax savings realized and the corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual cash tax savings that the corporate taxpayers realize in respect of the tax attributes subject to the tax receivable agreement and/or distributions to the corporate taxpayers by the Huixinjia Assets Management are not sufficient to permit the corporate taxpayers to make payments under the tax receivable agreement after they have paid taxes. The payments under the tax receivable agreement are not conditioned upon the TRA Recipients' continued ownership of us.

In addition, the tax receivable agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, or if, at any time, the corporate taxpayers elect an early termination of the tax receivable agreement (with respect to all Huixinjia Assets Management Units whether or not previously exchanged) would be calculated by reference to the value of all future payments that the TRA Recipients would have been entitled to receive under the tax receivable agreement using certain valuation assumptions, including that the corporate taxpayers would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and, in the case of an early termination election, that any Huixinjia Assets Management Units that have not been exchanged are deemed exchanged for the market value of the common units at the time of termination.

As a result of the change in control provisions and the early termination right, the corporate taxpayers could be required to make payments under the tax receivable agreement that are greater than or less than the specified percentage of the actual cash tax savings that the corporate taxpayers realize in respect of the tax attributes subject to the tax receivable agreement. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity.

Decisions made by our Co-Founders in the course of running our businesses may influence the timing and amount of payments that are received by a TRA Recipient under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability of an exchanging holder without giving rise to any rights to payments under the tax receivable agreement.

Payments under the tax receivable agreement will be based on the tax reporting positions that we will determine. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, the corporate taxpayers will not be reimbursed for any payments previously made under the tax receivable agreement. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the corporate taxpayers' cash tax savings.

In the event that Huixinjia Capital Group, Inc or any of its direct subsidiaries become taxable as a corporation for U.S. federal income tax purposes, these entities will also be obligated to make payments under the tax receivable agreement on the same basis and to the same extent as the corporate taxpayers.

Huixinjia Assets Management Governing Agreements

Following the Reorganization and the Offering Transactions, Huixinjia Capital Group, Inc will be a holding company and, through direct subsidiaries, will control and hold equity interests in Huixinjia Holdings, Huixinjia Domestic, Huixinjia Offshore, Huixinjia Investments and Huixinjia Real Estate, which we refer to collectively as the "Huixinjia Assets Management." Huixinjia Capital Group, Inc, either directly or through direct subsidiaries, will be the management committee of each of the Huixinjia Assets Management entities. Accordingly, Huixinjia Capital Group, Inc will operate and control all of the business and affairs of the Huixinjia Assets Management and, through the Huixinjia Assets Management entities and their operating entity subsidiaries, conduct our businesses. Through the Huixinjia Assets Management Managing Entities, Huixinjia Capital Group, Inc will have unilateral control over all of the affairs and decision making of the Huixinjia Assets Management.

Pursuant to the governing agreements of the Huixinjia Assets Management entities, the Huixinjia Assets Management Managing Entities have the right to determine when distributions will be made to the partners of the Huixinjia Assets Management entities and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the partners of the Huixinjia Assets Management entities pro rata in accordance with the percentages of their respective Corporation units.

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Each of the Huixinjia Assets Management entities will have an identical number of Corporation units outstanding. We use the term "Huixinjia Assets Management Unit" to refer, collectively, to a Corporation unit in each of the Huixinjia Assets Management entities. The holders of Corporation units in the Huixinjia Assets Management entities, including Huixinjia Capital Group, Inc's direct subsidiaries, will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of the Huixinjia Assets Management. Net profits and net losses of the Huixinjia Assets Management generally entities will be allocated to their partners (including Huixinjia Capital Group, Inc's direct subsidiaries), pro rata in accordance with the percentages of their respective Corporation units. The governing agreements of the Huixinjia Assets Management entities will provide for cash distributions, which we refer to as "tax distributions," to the partners of such entities if the management committees of the Huixinjia Assets Management entities determine that the taxable income of the relevant Huixinjia Assets Management entity gives rise to taxable income for its partners. Generally, these tax distributions will be computed based on our estimate of the net taxable income of the relevant entity multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, California or New York, New York, whichever is higher (taking into account the non-deductibility of certain expenses and the character of our income). If we had effected the Reorganization on January 1, 2013, the assumed effective tax rate for 2013 would have been approximately 53%. The Huixinjia Assets Management will make tax distributions only to the extent distributions from such entities for the relevant year were otherwise insufficient to cover such tax liabilities.

Our existing owners received Huixinjia Assets Management Units in the Reorganization in exchange for the contribution of their equity interests in our operating subsidiaries to the Huixinjia Assets Management. Subject to any applicable transfer restrictions and other provisions, these Corporation units may be exchanged for our common units as described under "—Exchange Agreement" below. (See "Compensation of Our Directors and Executive Officers—Vesting; Transfer Restrictions for Senior Professional Owners" for a discussion of the vesting requirements and transfer restrictions applicable to the Huixinjia Assets Management Units.)

Exchange Agreement

Prior to this offering we will enter into an exchange agreement with the holders of Huixinjia Assets Management Units providing that such holders, subject to any applicable vesting requirements and transfer restrictions, may up to four times each year from and after the second anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement) exchange their Huixinjia Assets Management Units for our common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. A holder of Huixinjia Assets Management Units must exchange one Huixinjia Assets Management Unit in each of the five Huixinjia Assets Management entities to effect an exchange for a common unit of Huixinjia Capital Group, Inc Huixinjia Capital Group, Inc will hold, directly or through direct subsidiaries, a number of Huixinjia Assets Management Units equal to the number of common units that Huixinjia Capital Group, Inc has issued. As a holder exchanges its Huixinjia Assets Management Units, Huixinjia Capital Group, Inc's direct or indirect interest in the Huixinjia Assets Management will be correspondingly increased. Our common units received upon such an exchange would be subject to all restrictions, if any, applicable to the exchanged Huixinjia Assets Management Units, including transfer restrictions.

Co-Investments and Other Investment Transactions

Our senior professionals have the opportunity to invest their own capital alongside certain of our funds' directors in a particular fund. Co-investments are investments in a fund on the same terms and conditions as fund investors, except that generally these coinvestments are not subject to management fees or carried interest. These investment opportunities are available to our senior professionals and for other professionals associated with the activities of such fund whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. See "Business—Capital Invested In and Through Our Funds."

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Statement of Policy Regarding Transactions with Related Persons

Prior to the completion of this offering, the board of directors of our management committee will adopt a written statement of policy regarding transactions with related persons, which we refer to as our "related person policy." Our related person policy requires that a "related person" (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to the Chief Legal Officer of our management committee any "related person transaction" (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Chief Legal Officer will then promptly communicate that information to the board of directors of our management committee. No related person transaction will be executed without the approval or ratification of the board of directors of our management committee or any committee of the board of directors consisting exclusively of disinterested directors. It is our policy that directors interested in a related person transaction will recuse themselves from any vote of a related person transaction in which they have an interest.

Indemnification

Our incorporation agreement will provide that in most circumstances we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts on an after tax basis: our management committee, any departing management committee, any person who is or was a tax matters partner, officer or director of our management committee or any departing management committee, any officer or director of our management committee or any departing management committee who is or was serving at the request of our management committee or any departing management committee as a director, officer, employee, trustee, fiduciary, partner, tax matters partner, member, representative, agent or advisor of another person, any person who controls our management committee or any departing management committee, any person who is named in this registration statement as being or about to become a director or a person performing similar functions of our management committee and any person our management committee in its sole discretion designates as an "indemnitee" for purposes of our incorporation agreement. We will agree to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or with criminal intent. We will also agree to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of our assets. The management committee will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable it to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our incorporation agreement.

PRINCIPAL UNITHOLDERS

The following table sets forth information regarding the beneficial ownership of our common units and Huixinjia Assets Management Units that are convertible into our common units by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Huixinjia Capital Group, Inc, (2) each of the directors and named executive officers of our management committee and (3) all directors and executive officers of our management committee as a group. As described under "Material Provisions of the Huixinjia Capital Group, Inc Corporation Agreement," we are managed by our management committee, , and the directors of Huixinjia Capital Group, Inc do not presently have the right to elect or remove our management committee or its directors. Accordingly, we do not believe the common units are "voting securities" as such term is defined in Rule 12b-2 under the Exchange Act.

The number of common units and Huixinjia Assets Management Units outstanding and percentage of beneficial ownership prior to the consummation of this offering is based on the number of our common units and Huixinjia Assets Management Units issued and outstanding immediately prior to the consummation this offering after giving effect to the Reorganization. The number of common units and Huixinjia Assets Management Units and percentage of beneficial ownership after this offering is based on common units the Huixinjia Assets Management Units to be issued and outstanding immediately after the consummation of this offering. Beneficial ownership reflected in the table below includes the total units held by the individual and his or her personal planning vehicles.

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CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES

Conflicts of Interests

Conflicts of interest exist and may arise in the future as a result of the relationships between our management committee or its affiliates (including each party's respective owners) on the one hand, and us, our subsidiaries or our common unitholders, on the other hand.

Whenever a potential conflict arises between our management committee or its affiliates, on the one hand, and us, our subsidiaries or our common unitholders, on the other hand, our management committee will resolve that conflict. Our incorporation agreement will contain provisions that reduce and eliminate our management committee's duties (including fiduciary duties) to the common unitholders. Our incorporation agreement will also restrict the remedies available to common unitholders for actions taken that without those limitations might constitute breaches of duty (including fiduciary duties).

Our incorporation agreement will provide that our management committee will not be in breach of its obligations under our incorporation agreement or its duties to us or our common unitholders if the resolution of the conflict is:

•approved by the conflicts committee, although our management committee is not obligated to seek such approval; • approved by the vote of a majority of the voting power of our voting units, excluding any voting units owned by our management committee, Shenzhen Huixinjia Assets Management Co. Ltd and any of their respective affiliates, although our management committee is not obligated to seek such approval;

•on terms which are, in the aggregate, no less favorable to us than those generally being provided to or available from unrelated third parties; or

•fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.

Our management committee may, but is not required to, seek the approval of such resolution from the conflicts committee or the holders of our voting units. If our management committee does not seek approval from the conflicts committee or the holders of our voting units and our management committee determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that in making its decision our management committee acted in good faith, and in any proceeding brought by or on behalf of any director or us or any other person bound by our incorporation agreement, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in our incorporation agreement, our management committee or the conflicts committee may consider any factors it determines in good faith to consider when resolving a conflict. Our incorporation agreement will provide that our management committee will be conclusively presumed to be acting in good faith if our management committee subjectively believes that the decision made or not made is in the best interests of the corporation.

The standards set forth in the four bullet points above establish the procedures by which conflict of interest situations are to be resolved pursuant to our incorporation agreement. These procedures benefit our management committee by providing our management committee with significant flexibility with respect to its ability to make decisions and pursue actions involving conflicts of interest. Given the significant flexibility afforded our management committee to resolve conflicts of interest—including that our management committee has the right to determine not to seek the approval of our common unitholders with respect to the resolution of such conflicts—our management committee may resolve conflicts of interest pursuant to our incorporation agreement in a manner that our common unitholders may not believe to be in their or in our best interests. Neither our common unitholders nor we will have any recourse against our management committee if our management committee satisfies one of the standards described in the four bullet points above.

In addition to the provisions relating to conflicts of interest, our incorporation agreement will contain provisions that waive or consent to conduct by our management committee and its affiliates that might otherwise raise issues about compliance with fiduciary duties or otherwise applicable law. For example, our incorporation agreement will provide that when our management committee, in its capacity as our management committee, is permitted to or required to make a decision in its "sole discretion" or "discretion" or under a grant of similar authority or latitude or that it deems "necessary or appropriate" or "necessary or advisable," then our management committee will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our common unitholders and will not be subject to any different standards imposed by our incorporation agreement, the New York Business Corporate Laws or under any other law, rule or regulation or in equity.

These modifications of fiduciary duties are expressly permitted by New York law. Hence, we and our common unitholders will only have recourse and be able to seek remedies against our management committee if our management committee breaches its obligations

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pursuant to our incorporation agreement, even if our management committee were to act in a manner that was inconsistent with traditional fiduciary duties.

Furthermore, even if there has been a breach of the obligations set forth in our incorporation agreement, our incorporation agreement will provide that our management committee and its officers and directors will not be liable to us or our common unitholders for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that our management committee or its officers and directors acted in bad faith or with criminal intent. These modifications are detrimental to our common unitholders because they restrict the remedies available to our common unitholders for actions that without those limitations might constitute breaches of duty (including fiduciary duty).

Potential Conflicts

Conflicts of interest could arise in the situations described below, among others.

Actions taken by our management committee may affect the amount of cash flow from operations available for distribution to our common unitholders.

The amount of cash flow from operations that is available for distribution to our common unitholders is affected by decisions of our management committee regarding such matters as:

•the amount and timing of cash expenditures, including those relating to compensation; • the amount and timing of investments and dispositions;

•levels of indebtedness;

•tax matters;

•levels of reserves; and

•issuances of additional corporation securities.

In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by our management committee to our common unitholders. Our incorporation agreement will provide that we and our subsidiaries may borrow funds from our management committee and its affiliates on terms that are fair and reasonable to us. We expect that under our incorporation agreement, those borrowings will be deemed to be fair and reasonable if: (1) they are approved in accordance with the terms of the incorporation agreement; (2) the terms are no less favorable to us than those generally being provided to or available from unrelated third parties or (3) the terms are fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be or have been particularly favorable or advantageous to us).

We will reimburse our management committee and its affiliates for expenses.

We will reimburse our management committee and its affiliates for all costs incurred in managing and operating us, and our incorporation agreement will provide that our management committee will determine the expenses that are allocable to us. For example, we do not elect, appoint or employ any directors, officers or other employees. All of those persons are elected, appointed or employed by our management committee on our behalf, and accordingly we will reimburse our management committee for the costs and expenses associated with retaining and employing such directors, officers and other employees.

Our management committee intends to limit its liability regarding our obligations.

Our management committee intends to limit its liability under contractual arrangements so that the other party has recourse only to our assets, and not against our management committee, its assets or its owners. Our incorporation agreement will provide that any action taken by our management committee to limit its liability or our liability is not a breach of our management committee's fiduciary duties, even if we could have obtained more favorable terms without the limitation on liability. The limitation on our management committee's liability does not constitute a waiver of compliance with U.S. federal securities laws that would be void under Section 14 of the Securities Act.

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Our common unitholders will have no right to enforce obligations of our management committee and its affiliates under agreements with us.

Any agreements between us, on the one hand, and our management committee and its affiliates, on the other, will not grant to our common unitholders, separate and apart from us, the right to enforce the obligations of our management committee and its affiliates in our favor.

Contracts between us, on the one hand, and our management committee and its affiliates, on the other, will not be the result of arm's-length negotiations.

Our incorporation agreement will allow our management committee to determine in its sole discretion any amounts to pay itself or its affiliates for any services rendered to us. Our management committee may also enter into additional contractual arrangements with any of its affiliates on our behalf. Neither our incorporation agreement nor any of the other agreements, contracts and arrangements between us on the one hand, and our management committee and its affiliates on the other, are or will be the result of arm's-length negotiations.

Our management committee will determine the terms of any of these transactions entered into after this offering on terms that it considers are fair and reasonable to us.

Our management committee and its affiliates will have no obligation to permit us to use any facilities or assets of our management committee and its affiliates, except as may be provided in contracts entered into specifically dealing with that use. There will not be any obligation of our management committee and its affiliates to enter into any contracts of this kind.

Our common units are subject to our management committee's limited call right.

Our management committee may exercise its right to call and purchase common units as will be provided in our incorporation agreement or assign this right to one of its affiliates or to us. Our management committee may use its own discretion, free of fiduciary duty restrictions, in determining whether to exercise this right. As a result, a common unitholder may have his common units purchased from him at an undesirable time or price. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Limited Call Right."

We may choose not to retain separate counsel for ourselves or for the holders of common units.

Attorneys, independent accountants and others who will perform services for us are selected by our management committee or the conflicts committee, and may perform services for our management committee and its affiliates. We are not required to retain separate counsel for ourselves or our common unitholders in the event of a conflict of interest between our management committee and its affiliates on the one hand, and us or our common unitholders on the other.

Our management committee's affiliates may compete with us.

Our incorporation agreement will provide that our management committee will be restricted from engaging in any business activities other than activities incidental to its ownership of interests in us. Our incorporation agreement will not prohibit affiliates of our management committee, including its owners, from engaging in other businesses or activities, including those that might compete directly with us.

Certain of our subsidiaries have obligations to investors in our funds and may have obligations to other third parties that may conflict with your interests.

Our subsidiaries that serve as the management committees of our funds have fiduciary and contractual obligations to the investors in those funds and some of our subsidiaries may have contractual duties to other third parties. As a result, we expect to regularly take actions with respect to the allocation of investments among our funds (including funds that have different fee structures), the purchase or sale of investments in our funds, the structuring of investment transactions for those funds, the advice we provide or otherwise that comply with these fiduciary and contractual obligations. In addition, directors and officers of our management committee and our personnel have made personal investments in a variety of our funds, which may result in conflicts of interest among investors in our funds or our common unitholders regarding investment decisions for these funds. Some of these actions might at the same time adversely affect our near-term results of operations or cash flow.

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Tax considerations of our senior professional owners may conflict with your interests.

Because our senior professional owners hold their Huixinjia Assets Management Units directly or through entities that are not subject to corporate income taxation and Huixinjia Capital Group, Inc holds Huixinjia Assets Management Units directly or through direct subsidiaries, at least one of which is subject to taxation as a corporation in the United States, conflicts may arise between our senior professional owners and Huixinjia Capital Group, Inc relating to the selection and structuring of investments. Our common unitholders will be deemed to expressly acknowledge that our management committee is under no obligation to consider the separate interests of our common unitholders (including among other things the tax consequences to our common unitholders) in deciding whether to cause us to take (or decline to take) any actions.

Fiduciary Duties

Duties owed to our common unitholders by our management committee are prescribed by law and will be prescribed in our incorporation agreement. The New York Business Corporate Laws provides that New York Corporations may in their incorporation agreements expand, restrict or eliminate the duties (including fiduciary duties) otherwise owed by a management committee to directors and the corporation.

Our incorporation agreement will contain provisions that eliminate the fiduciary duties that otherwise would be owed by our management committee to our common unitholders and the corporation at law or in equity. Accordingly, our management committee will only be subject to the contractual duties set forth in our incorporation agreement and to the implied contractual covenant of good faith and fair dealing. We will adopt these modifications to allow our management committee and its affiliates to engage in transactions with us that might otherwise be prohibited by state-law fiduciary duty standards and to take into account the interests of other parties in addition to our interests and the interests of the common unitholders when resolving conflicts of interest. Without these modifications, the management committee's ability to make decisions involving conflicts of interest would be restricted. These modifications are detrimental to the common unitholders because they restrict the remedies available to common unitholders for actions that without those limitations might constitute breaches of duty (including a fiduciary duty), as described below, and they permit our management committee to take into account its own interests and the interests of third parties in addition to our interests and the interests of the common unitholders when resolving conflicts of interest.

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The following is a summary of the duties owed by our management committee to the directors under our incorporation agreement as compared to the default fiduciary duty standards that otherwise would be owed by our management committee to the directors at law or in equity:

State Law Fiduciary Duty Standards		Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. In the absence of a provision in a incorporation agreement providing otherwise, the duty of care would generally require a management committee to inform itself prior to making a business decision of all material information reasonably available to it. In the absence of a provision in a incorporation agreement providing otherwise, the duty of loyalty would generally prohibit a management committee of a New York Corporation from taking any action or engaging in any transaction that is not fair to and in the best interests of the corporation where a conflict of interest is present.
Incorporation agreement Modified Standards		General. Our incorporation agreement will contain provisions that waive duties of or consent to conduct by our management committee and its affiliates that might otherwise raise issues about compliance with fiduciary duties or applicable law. For example, our incorporation agreement will provide that when our management committee, in its capacity as our management committee, is permitted to or required to make a decision in its "discretion" or "sole discretion" or under a grant of similar authority or latitude or pursuant to any provision of our incorporation agreement not subject to an express standard of "good faith" then our management committee will not be subject to any fiduciary duty and will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any factors affecting us or any directors, including our common unitholders, and will not be subject to any different standards imposed by the incorporation agreement or otherwise existing at law, in equity or otherwise. In addition, when our management committee is acting in its individual capacity, as opposed to in its capacity as our management committee, it may act without any fiduciary obligation to us or the common unitholders whatsoever. These standards reduce the obligations to which our management committee would otherwise be held.

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		In addition to the other more specific provisions limiting the obligations of our management committee, our incorporation agreement will further provide that our management committee and its officers and directors will not be liable to us, our directors, including our common unitholders, or assignees for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that our management committee or its officers and directors acted in bad faith or with criminal intent.

In any proceeding brought by or on behalf of any director, including our common unitholders, or our corporation or any other person bound by our incorporation agreement, the person bringing or prosecuting such proceeding will have the burden of proving that the management committee subjectively believed that such resolution or course of action was opposed to the best interests of the corporation. These standards reduce the obligations to which our management committee would otherwise be held.

Rights and Remedies of Common Unitholders Restricted by

Modified Standards The New York Business Corporate Laws generally provides that

a director may institute legal action on behalf of the corporation to recover damages from a third party where a management committee has refused to institute the action or where an effort to cause a management committee to do so is not likely to succeed. In addition, the statutory or case law of some jurisdictions may permit a director to institute legal action on behalf of himself and all other similarly situated directors to recover damages from a management committee for violations of its fiduciary duties to the directors.

By holding our common units, each common unitholder will automatically agree to be bound by the provisions in our incorporation agreement, including the provisions discussed above. This is in accordance with the policy of the New York Business Corporate Laws favoring the principle of freedom of contract and the enforceability of incorporation agreements. The failure of a common unitholder to sign our incorporation agreement will not render our incorporation agreement unenforceable against that person.

We have agreed to indemnify our management committee, any departing management committee, any person who is or was a tax matters partner, officer or director of our management committee or any departing management committee, any officer or directors of our management committee or any departing management committee who is or was serving at the request of our management committee as a director, officer, employee, trustee, fiduciary, partner, tax matters partner, member, representative, agent or advisor of another person, any person who controls our management committee or any departing management committee, any person who is named in the registration statement of which this prospectus forms a part as being or about to become a director of our management committee, or any person designated by our management committee, against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts incurred by our management committee or these other persons on an after tax basis. We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or with criminal intent. We have also agreed to provide this indemnification for criminal proceedings. Thus, our management committee could be indemnified for its negligent acts if it met the requirements set forth above. To the extent these provisions purport to include indemnification for

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liabilities arising under the Securities Act, in the opinion of the Commission such indemnification is contrary to public policy and therefore unenforceable. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Indemnification."

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DESCRIPTION OF COMMON UNITS

Common Units

Our common units represent director interests in Huixinjia Capital Group, Inc. The holders of our common units are entitled to participate in our distributions and exercise the rights or privileges that will be available to directors under our incorporation agreement. For a description of the relative rights and preferences of holders of our common units in and to our distributions, see "Cash Distribution Policy." For a description of the rights and privileges of directors that will be available under our incorporation agreement, including voting rights, see "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement."

Unless our management committee determines otherwise, we will issue all our common units in uncertificated form.

Transfer of Common Units

By acceptance of the transfer of our common units in accordance with our incorporation agreement, each transferee of our common units will be admitted as a common unitholder with respect to the common units transferred when such transfer and admission is reflected in our books and records. Additionally, each transferee of our common units:

•represents that the transferee has the capacity, power and authority to enter into our incorporation agreement;

•will become bound by the terms of, and will be deemed to have agreed to be bound by, our incorporation agreement; and • gives the consents, approvals, acknowledgements and waivers that will be set forth in our incorporation agreement, such as the approval of all transactions and agreements that we are entering into in connection with our formation and this offering.

A transferee will become a substituted director of our corporation for the transferred common units upon the recording of the transfer on our books and records.

Common units are securities and are transferable according to the laws governing transfers of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a substituted director in our corporation for the transferred common units.

Until a common unit has been transferred on our books, we and the transfer agent, notwithstanding any notice to the contrary, may treat the record holder of the common unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations. A beneficial holder's rights are limited solely to those that it has against the record holder as a result of any agreement between the beneficial owner and the record holder.

Listing

We intend to apply for our common units to be listed on the NASDAQ upon the effectiveness of our registration statement.

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MATERIAL PROVISIONS OF HUIXINJIA CAPITAL GROUP, INC

INCORPORATION AGREEMENT

The following is a summary of the material provisions of the Amended and Restated Agreement of Corporation of Huixinjia Capital Group, Inc The Amended and Restated Agreement of Corporation of Huixinjia Capital Group, Inc as it will be in effect at the time of this offering, which is referred to in this prospectus as our incorporation agreement, is included in this prospectus as Appendix A, and the following summary is qualified by reference thereto. For additional information, you should read our Corporation agreement included in Appendix A to this prospectus, "Risks Related to Our Common Units and this Offering," "Description of Common Units— Transfer of Common Units" and "Material U.S. Federal Tax Considerations."

Management committee

Our management committee, , will manage all of our operations and activities. Our management committee is authorized in general to perform all acts that it determines to be necessary or appropriate to carry out our purposes and to conduct our businesses. Our incorporation agreement will provide that our management committee, in managing our operations and activities, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any directors, and will not be subject to any different standards imposed by our incorporation agreement, any other agreement contemplated by our incorporation agreement, under the New York Business Corporate Laws or under any other law, rule or regulation or in equity. is wholly owned by Shenzhen Huixinjia Assets Management Co. Ltd, an entity owned and controlled by our Co-Founders. See "Management—Our Management committee." Our common unitholders have limited voting rights on matters affecting our businesses and, therefore, have limited ability to influence management's decisions regarding our businesses. The voting rights of our common unitholders will be limited as set forth in our incorporation agreement and in the New York Business Corporate Laws. For example, our management committee may generally make amendments to our incorporation agreement or certificate of Corporation without the approval of any common unitholder as set forth below under "—Amendment of the Incorporation agreement—No Limited Partner Approval."

Organization

We were formed on April 5, 2019 and will continue until cancellation of our certificate of Corporation as provided in the New York Business Corporate Laws.

Purpose

Under our incorporation agreement we will be permitted to engage, directly or indirectly, in any business activity that is approved by our management committee in its sole discretion and that lawfully may be conducted by a Corporation organized pursuant to the New York Business Corporate Laws.

Power of Attorney

Each director, and each person who acquires a director interest in accordance with our incorporation agreement, grants to our management committee and, if appointed, a liquidator, a power of attorney to, among other things, execute and file documents required for our qualification, continuance, dissolution or termination. The power of attorney will also grant our management committee the authority to amend, and to make consents and waivers under, our incorporation agreement and certificate of Corporation, in each case in accordance with our incorporation agreement.

Capital Contributions

Our common unitholders will not be obligated to make additional capital contributions, except as described below under "—Limited Liability." Our management committee is not obligated to make any capital contributions.

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Limited Liability

Assuming that a director does not participate in the control of our businesses within the meaning of the New York Business Corporate Laws and that he, she or it otherwise acts in conformity with the provisions of our incorporation agreement, his, her or its liability under the New York Business Corporate Laws will be limited, subject to possible exceptions, to the amount of capital he, she or it is obligated to contribute to us for his, her or its common units plus his, her or its share of any undistributed profits and assets, plus his, her or its obligation to make other payments that will be provided for in our incorporation agreement. If it were determined however that the right, or exercise of the right, by the directors as a group:

•to remove or replace our management committee in limited circumstances;

•to approve some amendments to our incorporation agreement; or • to take other action under our incorporation agreement,

constituted "participation in the control" of our businesses for the purposes of the New York Business Corporate Laws, then our directors could be held personally liable for our obligations under the laws of New York to the same extent as our management committee. This liability would extend to persons who transact business with us who reasonably believe that the director is a management committee. The New York Business Corporate Laws does not, nor will our incorporation agreement, specifically provide for legal recourse against our management committee if a director were to lose limited liability through any fault of our management committee. While this does not mean that a director could not seek legal recourse, we know of no precedent for this type of a claim in New York case law. The limitation on our management committee's liability does not constitute a waiver of compliance with U.S. federal securities laws that would be void under Section 14 of the Securities Act.

Under the New York Business Corporate Laws, a Corporation may not make a distribution to a partner if, after the distribution, all liabilities of the Corporation, other than liabilities to partners on account of their corporation interests and liabilities for which the recourse of creditors is limited to specific property of the corporation, would exceed the fair value of the assets of the Corporation. For the purpose of determining the fair value of the assets of a Corporation, the New York Business Corporate Laws provides that the fair value of property subject to liability for which recourse of creditors is limited will be included in the assets of the Corporation only to the extent that the fair value of that property exceeds the non-recourse liability. The New York Business Corporate Laws provides that a director who receives a distribution and knew at the time of the distribution that the distribution was in violation of the New York Business Corporate Laws will be liable to the Corporation for the amount of the distribution for three years from the date of the distribution. Under the New York Business Corporate Laws, a substituted director of a Corporation is liable for the obligations of his assignor to make contributions to the corporation, except that such person is not obligated for liabilities unknown to him at the time he became a director and that could not be ascertained from the incorporation agreement.

Moreover, if it were determined that we were conducting business in any state without compliance with the applicable Corporation statute, or that the right or exercise of the right by the directors as a group to remove or replace our management committee in limited circumstances, to approve some amendments to our incorporation agreement or to take other action under our incorporation agreement constituted "participation in the control" of our businesses for purposes of the statutes of any relevant jurisdiction, then the directors could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our management committee under the circumstances. We intend to operate in a manner that our management committee considers reasonable and necessary or appropriate to preserve the limited liability of the directors.

Issuance of Additional Securities

In accordance with the New York Business Corporate Laws and the provisions of our incorporation agreement, we will be able to issue additional corporation interests that have designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to our common units.

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Distributions

Distributions will be made to the partners pro rata in proportion to their respective corporation interests. See "Cash Distribution Policy."

Amendment of the Incorporation agreement

General

Amendments to our incorporation agreement may be proposed only by our management committee. To adopt a proposed amendment, other than the amendments that require the approval of each director affected or that do not require director approval, each as discussed below, our management committee must seek approval of the holders of a majority of our outstanding voting units, unless a greater or lesser percentage is required under our incorporation agreement, to approve the amendment or call a meeting of the directors to consider and vote upon the proposed amendment. See "—Meetings; Voting."

Prohibited Amendments

No amendment may be made that would:

(1)enlarge the obligations of any director without its consent, unless such enlargement may be deemed to have occurred as a result of any amendment that would have a material adverse effect on the rights or preferences of any class of corporation interests in relation to other classes of corporation interests that has been approved by the holders of not less than a majority of the outstanding corporation interests of the class affected; or

(2)enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our management committee or any of its affiliates without the consent of our management committee, which may be given or withheld in its sole discretion.

No Limited Partner Approval

Our management committee may generally make amendments to our incorporation agreement or certificate of Corporation without the approval of any director to reflect:

(1)a change in the name of the corporation, the location of the corporation's principal place of business, the corporation's registered agent or its registered office;

(2)the admission, substitution, withdrawal or removal of partners in accordance with our incorporation agreement;

(3)a change that our management committee determines in its sole discretion is necessary, appropriate, proper, advisable or incidental to, or in furtherance of, qualifying or continuing the qualification of the corporation as a Corporation or a corporation in which the directors have limited liability under the laws of any state or other jurisdiction or ensuring that the corporation will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;

(4)a change that our management committee determines in its sole discretion to be necessary, appropriate, proper, advisable or incidental to, or in furtherance of, addressing certain changes in U.S. federal, state or local income tax regulations, legislation or interpretation;

(5)an amendment that our management committee determines is necessary, based on the advice of counsel, to prevent the corporation or our management committee or its directors, officers, employees, agents or trustees, from having a material risk of being in any manner subjected to registration under the provisions of the Investment Company Act, the Investment Advisers Act or "plan asset" regulations adopted under ERISA whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;

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(6)an amendment that our management committee determines in its sole discretion to be necessary, appropriate, proper, advisable or incidental in connection with, or in furtherance of, the creation, authorization or issuance of any class or series of corporation securities or options, rights, warrants or appreciation rights relating to corporation securities;

(7)any amendment expressly permitted in our incorporation agreement to be made by our management committee acting alone;

(8)an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of our incorporation agreement;

(9)any amendment that in the sole discretion of our management committee is necessary, appropriate, proper, advisable or incidental to, or in furtherance of, reflecting and accounting for the formation by the corporation of, or its investment in, any corporation, corporation, joint venture, limited liability company or other entity, as otherwise permitted by our incorporation agreement;

(10)a change in our fiscal year or taxable year and related changes;

(11)a merger with or conversion or conveyance to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger, conversion or conveyance other than those it receives by way of the merger, conversion or conveyance or those arising out of its incorporation or formation;

(12)an amendment effected, necessitated or contemplated by an amendment to any Corporation agreement of an Huixinjia Assets Management entity that requires partners of such Huixinjia Assets Management entity to provide a statement, certification or other proof of evidence regarding whether such partner is subject to U.S. federal income taxation on the income generated by the Huixinjia Assets Management;

(13)any amendment that our management committee determines to be necessary, appropriate, proper, advisable or incidental to, or in furtherance of, curing any ambiguity, omission, mistake, defect or inconsistency;

(14)an amendment to the forum selection provisions that our management committee determines in good faith; or

(15)any other amendments that our management committee determines to be substantially similar to any of the matters described in (1) through (14) above.

In addition, our management committee may make amendments to our incorporation agreement without the approval of any director if those amendments, in the discretion of our management committee:

(1)do not adversely affect our directors considered as a whole (or adversely affect any particular class of corporation interests as compared to another class of corporation interests, except under clause (6) above) in any material respect;

(2)are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal, state, local or non-U.S. agency or judicial authority or contained in any federal, state, local or non-U.S. statute (including the New York Business Corporate Laws);

(3)are necessary or appropriate to facilitate the trading of director interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the director interests are or will be listed for trading;

(4)are necessary, appropriate, proper, advisable or incidental in connection with, or in furtherance of, for any action taken by our management committee relating to splits or combinations of units under the provisions of our incorporation agreement; or

(5)are required to effect the intent expressed in the registration statement of which this prospectus forms a part or the intent of the provisions of our incorporation agreement or are otherwise contemplated by our incorporation agreement.

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Corporate Transactions

Our incorporation agreement will provide that our management committee in its sole discretion may not, without the approval of the holders of at least a majority of the voting power of the outstanding voting units, cause us to, among other things sell or exchange all or substantially all of our assets in a single transaction or a series of related transactions provided, however our management committee in its sole discretion may mortgage, pledge, hypothecate or grant a security interest in any or all of our assets (including for the benefit of persons other than us or our subsidiaries), including, in each case, pursuant to any forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances without the approval of the directors.

Our management committee may, with the approval of the holders of at least a majority of the voting power of the outstanding voting units cause us to merge or consolidate or otherwise combine with one or more other persons. In addition, if conditions that will be specified in our incorporation agreement are satisfied, our management committee may, without director approval, convert or merge us into, or convey some or all of our assets to, a newly formed limited liability entity if (i) the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity, (ii) our management committee receives an opinion of counsel that the merger or conveyance will not result in the loss of limited liability of any director, and (iii) the governing instruments of the new entity provide the directors and our management committee with substantially the same rights and obligations as will be contained in the incorporation agreement. The common unitholders will not be entitled to dissenters' rights of appraisal under our incorporation agreement or the New York Business Corporate Laws in the event of a merger or consolidation, a sale of substantially all of our assets or any other similar transaction or event.

Dissolution

We will dissolve upon:

(1)the election of our management committee to dissolve our corporation, if approved by the holders of a majority of the voting power of the corporation's outstanding voting units;

(2)there being no directors, unless our corporation is continued without dissolution in accordance with the New York Business Corporate Laws;

(3)the entry of a decree of judicial dissolution of our corporation pursuant to the New York Business Corporate Laws; or

(4)the withdrawal or removal of our management committee or any other event that results in its ceasing to be our management committee other than by reason of a transfer by our management committee of all of its management committee interests pursuant to our incorporation agreement or withdrawal or removal of our management committee following approval and admission of a successor, in each case in accordance with our incorporation agreement.

Upon a dissolution under clause (4), the holders of a majority of the voting power of our outstanding voting units may also elect, within specific time limitations, to continue the corporation's businesses without dissolution on the same terms and conditions described in the incorporation agreement by appointing as a successor management committee an individual or entity approved by the holders of a majority of the voting power of the outstanding voting units, subject to the corporation's receipt of an opinion of counsel to the effect that:

(1)the action would not result in the loss of limited liability of any director; and

(2)neither we nor any of our subsidiaries (excluding those formed or existing as corporations) would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of that right to continue.

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Liquidation and Distribution of Proceeds

Upon our dissolution, our management committee shall act, or select in its sole discretion one or more persons to act, as liquidator. Unless we are continued as a Corporation, the liquidator authorized to wind up our affairs will, acting with all of the powers of our management committee that the liquidator deems necessary or appropriate in its judgment, liquidate our assets and apply the proceeds of the liquidation first, to discharge our liabilities as provided in our incorporation agreement and by law, and thereafter, to the partners according to the percentages of their respective corporation interests as of a record date selected by the liquidator. The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediate sale or distribution of all or some of our assets would be impractical or would cause undue loss to the partners.

Withdrawal or Removal of the Management committee

Our common unitholders will have no right to remove or expel, with or without cause, our management committee.

In circumstances where a management committee withdraws and a successor management committee is elected in accordance with our incorporation agreement, the departing management committee will have the option to require the successor management committee to purchase the management committee interest of the departing management committee for a cash payment equal to its fair value. This fair value will be determined by agreement between the departing management committee and the successor management committee. If no agreement is reached within 30 days of the effective date of the management committee's departure, an independent investment banking firm or other independent expert, which, in turn, may rely on other experts, selected by the departing management committee and the successor management committee will determine the fair value. If the departing management committee and the successor management committee cannot agree upon an expert within 45 days of the effective date of the management committee's departure, then an expert chosen by agreement of the independent investment banking firms or independent experts selected by each of them will determine the fair value.

If the option described above is not exercised by the departing management committee, the departing management committee's management committee interest will automatically convert into common units pursuant to a valuation of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

In addition, we will be required to reimburse the departing management committee for all amounts due the departing management committee, including without limitation all employee related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing management committee or its affiliates for the corporation's benefit.

Limited Call Right

If at any time:

(i)less than 10% of the total director interests of any class then outstanding (other than special voting units), including our common units, are held by persons other than our management committee, Shenzhen Huixinjia Assets Management Co.

Ltd and their respective affiliates; or

(ii)the corporation is subjected to registration under the provisions of the Investment Company Act, our management committee will have the right, which it may assign in whole or in part to any of its affiliates or to us, exercisable in its sole discretion, to purchase all, but not less than all, of the remaining director interests of the class held by unaffiliated persons as of a record date to be selected by our management committee, on at least ten but not more than 60 days' notice. The purchase price in the event of this purchase is the greater of:

(a)the current market price as of the date three days before the date the notice is mailed, and

(b)the highest cash price paid by our management committee or any of its affiliates acting in concert with us for any director interests of the class purchased within the 90 days preceding the date on which our management committee first mails notice of its election to purchase those director interests.

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As a result of our management committee's right to purchase outstanding director interests, a holder of director interests may have his director interests purchased at an undesirable time or price. The U.S. tax consequences to a common unitholder of the exercise of this call right are the same as a sale by that common unitholder of his common units in the market. See "Material U.S. Federal Tax Considerations—United States Taxes—Consequences to U.S. Holders of Common Units."

Sinking Funds; Preemptive Rights

We have not established a sinking fund and we have not granted any preemptive rights with respect to our director interests.

Meetings; Voting

Except as described below regarding a person or group owning 20% or more of our common units then outstanding, record holders of common units (other than any person whom our management committee may from time to time with such person's consent designate as a non-voting common unitholder) or of special voting units will be entitled to notice of, and to vote at, meetings of our directors and to act upon matters as to which holders of director interests have the right to vote or to act.

Except as described below regarding a person or group owning 20% or more of our common units then outstanding, each record holder of a common unit of Huixinjia Capital Group, Inc (other than any person whom our management committee may from time to time with such person's consent designate as a non-voting common unitholder) is entitled to a number of votes equal to the number of common units held of record as of the relevant record date.

In the case of common units held by our management committee on behalf of non-citizen assignees, our management committee will distribute the votes on those common units in the same ratios as the votes of partners in respect of other director interests are cast.

Our management committee does not anticipate that any meeting of common unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the directors may be taken either at a meeting of the directors or without a meeting, without a vote and without prior notice if consented to in writing or by electronic transmission by directors owning not less than the minimum percentage of the voting power of the outstanding director interests that would be necessary to authorize or take that action at a meeting at which all the directors were present and voted. Meetings of the directors may be called by our management committee or by directors owning at least 50% or more of the voting power of the outstanding director interests of the class or classes for which a meeting is proposed. Common unitholders may vote either in person or by proxy at meetings. The holders of a majority of the voting power of the outstanding director interests of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the directors requires approval by holders of a greater percentage of such director interests, in which case the quorum will be the greater percentage.

However, if at any time any person or group (other than our management committee and its affiliates, or a direct or subsequently approved transferee of our management committee or its affiliates) acquires, in the aggregate, beneficial ownership of 20% or more of any class of our common units then outstanding, that person or group will lose voting rights on all of its common units and the common units owned by such person or group may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of directors, calculating required votes, determining the presence of a quorum or for other similar purposes.

Election of Directors of Management committee

On January 31 of each year (each, a "Determination Date"), our management committee will determine whether the total voting power held collectively by (i) holders of the special voting units in Huixinjia Capital Group, Inc (including voting units held by our management committee, Shenzhen Huixinjia Assets Management Co. Ltd and their respective affiliates) in their capacity as such, (ii) then-current or former Huixinjia personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), (iii) any estate, trust, corporation, corporation or limited liability company or other entity of any kind of nature of which any person listed in clause (ii) is a trustee, other fiduciary, manager, partner, member, officer, director or party, respectively, (iv) any estate, trust, corporation, corporation or limited liability company or other entity of any kind or nature for the direct or indirect benefit of the spouse, parents, siblings or children of, or any other natural person who occupies the same principal residence as, any person listed in clause (ii), and the spouses, ancestors or descendants of each of the foregoing, and (v) Huixinjia Assets Management constitutes at least 10% of the voting power of the outstanding voting units of Huixinjia Capital Group, Inc, which we refer to as the

"Huixinjia control condition."

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The method of nomination, election and removal of the members of the board of directors of our management committee shall be determined accordingly as follows: (i) in any year in which our management committee has determined on the applicable Determination Date that the Huixinjia control condition has not been satisfied, the directors shall be elected at an annual meeting of our common unitholders; and (ii) in any year in which our management committee has determined on the applicable Determination Date that the Huixinjia control condition has been satisfied, the board of directors of our management committee will be appointed and removed by its member in accordance with the limited liability company agreement of our management committee and not by our directors. See "Management—Composition of the Board of Directors after this Offering."

We will hold an annual meeting of our common unitholders for the election of directors in any year in which we do not satisfy the Huixinjia control condition on the applicable Determination Date. At any such annual meeting, the holders of outstanding voting units shall vote together as a single class for the election of directors to the board of directors of our management committee. Our directors shall elect by a plurality of the votes cast at such meeting persons to serve as directors who are nominated in accordance with our incorporation agreement. If our management committee has provided at least thirty days advance notice of any meeting at which directors are to be elected, then the directors holding outstanding voting units that attend such meeting shall constitute a quorum, and if our management committee has provided less than thirty days advance notice of any such meeting, then directors holding a majority of the voting power of our outstanding voting units shall constitute a quorum.

Prior to any annual meeting of our common unitholders for the election of directors held in the next succeeding year following a year in which an annual meeting of our common unitholders for the election of directors was not held (each such annual meeting, an "Initial Annual Meeting"), the board of directors of our management committee shall be divided into three classes, Class I, Class II and Class III, as determined by the then-existing board of directors in its sole discretion. Each director shall serve for a three-year term; provided, however, that the directors designated to Class I shall serve for an initial term that expires at the applicable Initial Annual Meeting, the directors designated to Class II shall serve for an initial term that expires at the first annual meeting following the applicable Initial Annual Meeting and the directors designated to Class III shall serve for an initial term that expires at the second annual meeting following the applicable Initial Annual Meeting. At each succeeding annual meeting of directors for the election of directors following an Initial Annual Meeting, successors to the directors whose term expires at that annual meeting shall be elected for a three-year term. If in any year following an Initial Annual Meeting, our management committee determines on the applicable Determination Date that the Huixinjia control condition has been satisfied, the board of directors of our management committee will be appointed and removed by its member in accordance with the limited liability company agreement of our management committee and not by our directors.

Non-Voting Common Unitholders

Any person whom our management committee may from time to time with such person's consent designate as a non-voting common unitholder, will have no voting rights whatsoever with respect to their common units, including any voting rights that may otherwise exist under our incorporation agreement, under the New York Business Corporate Laws, at law, in equity or otherwise, provided that any amendment to our incorporation agreement that would have a material adverse effect on the rights or preferences of the common units beneficially owned by non-voting common unitholders in relation to other common units must be approved by the holders of not less than a majority of the common units beneficially owned by the non-voting common unitholders. However, unaffiliated third-party transferees of common units from a non-voting common unitholder will have the same voting rights with respect to such common units as other holders of common units.

Non-Citizen Assignees; Redemption

If the corporation or any subsidiary is or becomes subject to federal, state or local laws or regulations that in the determination of our management committee in its sole discretion create a substantial risk of cancellation or forfeiture of any property in which the corporation or any subsidiary has an interest because of the nationality, citizenship or other related status of any director, we may redeem the common units held by that director at their current market price. To avoid any cancellation or forfeiture, our management committee may require each director to furnish information about his, her or its nationality, citizenship or related status. If a director fails to furnish information about his nationality, citizenship or other related status within 30 days after receipt of a request for the information or our management committee determines, with the advice of counsel, after receipt of the information that the director is not an eligible citizen, the director may be treated as a non-citizen assignee. A non-citizen assignee does not have the right to direct the voting of his, her or its common units and may not receive distributions in kind upon our liquidation but will be entitled to the cash equivalent thereof.

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Indemnification

•our management committee;

•any departing management committee;

•any person who is or was a tax matters partner, officer or director of our management committee or any departing management committee;

•any officer or director of our management committee or any departing management committee who is or was serving at the request of our management committee or any departing management committee as a director, officer, employee, trustee, fiduciary, partner, tax matters partner, member, representative, agent or advisor of another person;

•any person who controls our management committee or any departing management committee;

•any person who is named in this registration statement as being or about to become a director of our management committee; or

•any person designated by our management committee in its sole discretion.

We will agree to provide this indemnification unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that these persons acted in bad faith or with criminal intent. We will also agree to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of the corporation's assets. The management committee will not be personally liable for, or have any obligation to contribute or loan funds or assets to the corporation to enable the corporation to effectuate indemnification. The indemnification of the persons described in the fourth bullet point above shall be secondary to any indemnification such person is entitled from another person or the relevant Huixinjia fund to the extent applicable. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether the corporation would have the power to indemnify the person against liabilities under our incorporation agreement.

Books and Reports

Our management committee is required to keep appropriate books of the corporation's businesses at our principal offices or any other place designated by our management committee. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax and financial reporting purposes, our year ends on December 31.

As soon as reasonably practicable after the end of each fiscal year, we will furnish to each partner tax information (including a Schedule K-1), which describes on a U.S. dollar basis such partner's share of our income, gain, loss, deduction and credit for our preceding taxable year. It may require longer than 90 days after the end of our fiscal year to obtain the requisite information from all lower-tier entities so that Schedule K-1s may be prepared for our corporation. Consequently, holders of common units who are U.S. taxpayers should anticipate the need to file annually with the IRS (and certain states) a request for an extension past April 15 or the otherwise applicable due date of their income tax return for the taxable year. In addition, each partner will be required to report for all tax purposes consistently with the information provided by us. See "Material U.S. Federal Tax Considerations—United States Taxes— Administrative Matters—Information Returns."

Right to Inspect Our Books and Records

Our incorporation agreement will provide that a director can, for a purpose reasonably related to his, her or its interest as a director, upon reasonable written demand stating the purpose for such demand and at his, her or its own expense, have furnished to him, her or it:

•promptly after becoming available, a copy of our U.S. federal income tax returns;

•a current list of the name and last known business, residence or mailing address of each record holder; and

•copies of our incorporation agreement, the certificate of Corporation of the corporation, related amendments and powers of attorney under which they have been executed.

Our management committee may, and intends to, keep confidential from the directors trade secrets or other information the disclosure of which our management committee believes is not in our corporation's best interests, could damage our corporation or its businesses or which the corporation is required by law or by agreements with third parties to keep confidential.

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COMMON UNITS ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common units. We cannot predict the effect, if any, future sales of common units, or the availability for future sale of common units, will have on the market price of our common units prevailing from time to time. Sales of substantial amounts of our common units in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common units.

General

The governing agreements of the Huixinjia Assets Management entities will provide that the Huixinjia Assets Management Units and our common units held directly or indirectly by our senior professional owners following the Reorganization and Offering Transactions (or the common units that may be received in exchange for such Huixinjia Assets Management Units) will generally be subject to transfer restrictions and other provisions, as described in "Compensation of Our Directors and Executive Officers—Vesting; Transfer Restrictions for Senior Professional Owners."

Our incorporation agreement will authorize us to issue an unlimited number of additional corporation securities and options, rights, warrants and appreciation rights relating to corporation securities for the consideration and on the terms and conditions established by our management committee in its sole discretion without the approval of our common unitholders. In accordance with the New York Business Corporate Laws and the provisions of our incorporation agreement, we may also issue additional corporation securities that have certain designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to our common units. See "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement—Issuance of Additional Securities." Similarly, the Huixinjia Assets Management governing agreements will authorize the Huixinjia Assets Management entities to issue an unlimited number of additional Corporation units of such Huixinjia Assets Management entity with such designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Huixinjia Assets Management Units, and which may be exchangeable for our common units.

Registration Rights

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Huixinjia Transfer Restrictions

As described in "Compensation of Our Directors and Executive Officers—Vesting; Transfer Restrictions for Senior Professional Owners," the subject units owned by each of our senior professional owners after the date of this offering will generally be subject to the following transfer restrictions: none of the subject units may be transferred or exchanged in the first two years following this offering and up to 15% of the subject units may be transferred or exchanged at any time and from time to time in each year following the second anniversary of this offering and prior to the ninth anniversary of this offering. After the ninth anniversary of this offering, any of the subject units may be transferred or exchanged at any time. However, sales may occur prior to such time pursuant to transactions or programs approved by our management committee.

Unless otherwise determined by our management committee, a senior professional owner will generally forfeit all unvested subject units and 25% of vested subject units held by such senior professional if such senior professional voluntarily resigns, or is terminated for cause, prior to the fifth anniversary of this offering.

Rule 144

In general, under Rule 144 of the Securities Act, a person (or persons whose common units are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those common units, subject only to the availability of current public information about us. A nonaffiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those common units without regard to the provisions of Rule 144.

A person (or persons whose common units are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of common units that does not exceed the greater of one percent of the then-outstanding common units or the average weekly trading volume of our common units reported through during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, our employees, consultants or advisers who receive common units from us in connection with a compensatory stock or option plan or other written agreement are eligible to resell those common units 90 days after the effective date of this offering in reliance on Rule 144, but without having to comply with certain of the restrictions contained in Rule 144.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to Huixinjia Capital Group, Inc and to an investment in its common units. This summary does not purport to be a complete description of the U.S. federal income tax considerations applicable to such an investment. This summary assumes that a common unitholder holds the common units as capital assets for U.S. federal income tax purposes, and except where expressly discussed below, does not describe certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including:

•holders subject to the alternative minimum tax;

•insurance companies;

•brokers, dealers or traders in securities;

•pension plans and trusts;

•banks and other regulated financial institutions;

•except as discussed below, real estate investment trusts, regulated investment companies and other entities treated as financial conduits;

•persons who beneficially own, directly or indirectly, 10% or more of our common units; • U.S. expatriates;

•persons who hold common units as a hedge, a part of a straddle or conversion transaction, or as a part of an integrated financial transaction; and

•persons with a functional currency other than the U.S. dollar.

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of Huixinjia Capital Group, Inc's common units that is for U.S. federal income tax purposes:

•a citizen or individual resident of the United States;

•a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•a trust, if a court within the United States has primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

•an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

A "non-U.S. Holder" is a beneficial owner of the common units that is not a U.S. Holder and is not an entity treated as a corporation for U.S. federal income tax purposes.

If a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) holds the common units, the tax treatment of a partner in such a corporation will generally depend upon the status of such partner and the activities of such corporation. Prospective common unitholders that are corporations, or partners of such corporations, should consult their own tax advisers with respect to the purchase, ownership and disposition of the common units.

Tax matters are very complicated and the tax consequences to investors of an investment in the common units will depend on their particular situations. Prospective investors should consult their own tax advisers regarding the specific U.S. federal income tax consequences of an investment in the common units in their individual circumstances, the applicability of other U.S.

federal, state, local and foreign tax laws and the effect of any possible changes in the tax laws.

Taxation of Huixinjia Capital Group, Inc and Huixinjia Assets Management

Subject to the discussion set forth in the next paragraph, an entity that is treated as a corporation for U.S. federal income tax purposes is not itself generally subject to U.S. federal income tax and generally incurs no U.S. federal income tax liability. Instead, each partner is required to take into account its allocable share of items of income, gain, loss, deduction and credit of the corporation in computing its U.S. federal income tax liability, regardless of whether or not cash distributions have been, or will be, made. Distributions of cash by a corporation to a partner are generally not taxable unless the amount of cash distributed to a partner is in excess of the partner's adjusted basis in its corporation interest.

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An entity that would otherwise be classified as a corporation for U.S. federal income tax purposes may nonetheless be treated as, and taxable as, a corporation if it is a "publicly traded corporation," unless an exception to such treatment applies. An entity that would otherwise be classified as a corporation is a publicly traded corporation if (1) interests in the entity are traded on an established securities market or (2) interests in the entity are readily tradable on a secondary market or the substantial equivalent thereof. However, a publicly traded corporation can avoid being treated as a corporation under these rules if it satisfies the Qualifying Income Exception. For a publicly traded corporation to satisfy the Qualifying Income Exception, at least 90% of such entity's gross income for every taxable year that it is a publicly traded corporation must consist of "qualifying income," and the entity must not be required to register under the Investment Advisers Act. For this purpose, qualifying income generally includes certain interest income, dividends, real property rents, certain types of natural resources income, gains from the sale or other disposition of real property, and gain from the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying income.

It is expected that Huixinjia Capital Group, Inc will be publicly traded for its 2019 and succeeding taxable years. Huixinjia Capital Group, Inc intends to manage its affairs so that it will meet the Qualifying Income Exception in 2019 and each succeeding taxable year. Statements and representations and covenants made by Huixinjia Capital Group, Inc, including statements and representations as to the manner in which it intends to manage its affairs, the composition of its income, and that the management committee will ensure that it complies with the investment policies and procedures put in place to ensure that it meets the Qualifying Income Exception in each taxable year. Huixinjia Capital Group, Inc's eligibility to be treated as a corporation for U.S. federal income tax purposes depends upon its ability to meet, through its investment in various assets, the Qualifying Income Exception under U.S. federal income tax laws. Proskauer Rose LLP has not reviewed these operating results for compliance with the applicable requirements under U.S. federal income tax laws. Therefore, no assurance can be given that Huixinjia Capital Group, Inc's actual operating results allow it to satisfy the Qualifying Income Exception allowing it to be treated as a corporation for U.S. federal income tax laws in any taxable year. Further, this opinion is based solely on current law and does not take into account any proposed or potential changes in law, which may be enacted with retroactive effect. Moreover, opinions of counsel are not binding upon the IRS or any court, the IRS may challenge the conclusion stated in any opinion, and the courts ultimately may sustain any such challenge.

If Huixinjia Capital Group, Inc fails to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (as discussed below), or if Huixinjia Capital Group, Inc is required to register under the Investment Advisers Act, under current law, Huixinjia Capital Group, Inc will be treated as if it had transferred all of its assets, subject to liabilities, to a newly formed corporation, on the first day of the taxable year in which Huixinjia Capital Group, Inc fails to meet the Qualifying Income Exception, in return for stock in that corporation, and then distributed the stock to the common unitholders in liquidation of their interests in Huixinjia Capital Group, Inc This deemed contribution and liquidation should generally be tax-free to the common unitholders so long as Huixinjia Capital Group, Inc's liabilities do not exceed its tax basis in its assets at the time of the deemed contribution and liquidation. Thereafter, Huixinjia Capital Group, Inc would be treated as a corporation for U.S. federal income tax purposes.

If at the end of any taxable year Huixinjia Capital Group, Inc fails to meet the Qualifying Income Exception, Huixinjia Capital Group, Inc may still qualify as a corporation if it is entitled to relief under the Code for an inadvertent termination of corporation status. This relief will be available if (1) the failure is cured within a reasonable time after discovery, (2) the failure is determined by the IRS to be inadvertent and (3) Huixinjia Capital Group, Inc agrees to make such adjustments (including adjustments with respect to its partners) or to pay such amounts as are required by the IRS. It is unknown whether Huixinjia Capital Group, Inc would be entitled to this relief in any or all circumstances. It also is not clear under the Code whether this relief is available for Huixinjia Capital Group, Inc's first taxable year as a publicly traded corporation. If this relief provision is inapplicable to a particular set of circumstances and Huixinjia Capital Group, Inc fails to meet the Qualifying Income Exception, Huixinjia Capital Group, Inc will not qualify as a corporation for federal income tax purposes.

The remainder of this section assumes that Huixinjia Capital Group, Inc and the Huixinjia Assets Management entities will be treated as corporations (or if wholly owned, entities disregarded as separate from their owners) for U.S. federal income tax purposes.

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Personal Holding Companies

Huixinjia Capital Group could be subject to additional U.S. federal income tax on a portion of its income if it is determined to be a personal holding company (a "PHC") for U.S. federal income tax purposes. Subject to certain exceptions, a U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (1) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-exempt organizations and pension funds) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (2) at least 60% of the corporation's adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, royalties, annuities and, under certain circumstances, rents). We anticipate that, as a result of the ownership restrictions in our incorporation agreement, that it is unlikely that Huixinjia Capital Group or Huixinjia Domestic Holdings, Inc. will become a PHC, however, there can be no assurance that neither of these corporations will become a PHC following this offering or in the future.

If either of Huixinjia Capital Group is to become a PHC in a given taxable year, it would be subject to an additional PHC tax of 20% on its undistributed PHC income, which generally includes the company's taxable income, subject to certain adjustments. If Huixinjia Capital Group were to become a PHC and had significant amounts of undistributed PHC income, the amount of PHC tax could be material, unless Huixinjia Capital Groupas applicable, distributed the amount of such PHC income, which would generally reduce the PHC income subject to tax. There can be no assurance that if either of Huixinjia Capital Group were to become a PHC, they would be able to distribute sufficient PHC income to avoid material PHC tax.

Certain State, Local and Non-U.S. Tax Matters Applicable to Huixinjia Capital Group, Inc and its Subsidiaries

Huixinjia Capital Group, Inc and its subsidiaries may be subject to state, local or non-U.S. taxation in various jurisdictions, including those in which such entities transact business, own property or reside. Huixinjia Capital Group, Inc may be required to file tax returns in some or all of those jurisdictions. The state, local or non-U.S. tax treatment of Huixinjia Capital Group, Inc and the common unitholders may not conform to the U.S. federal income tax treatment discussed herein, and such non-U.S. tax treatment may give rise to non-U.S. income or other tax liability in amounts that could be substantial. Any non-U.S. taxes incurred by Huixinjia Capital Group, Inc or its subsidiaries may not pass through to a common unitholder as a credit against such holder's U.S. federal income tax liability.

Consequences to U.S. Holders of Common Units

General

The following is a summary of the material U.S. federal income tax consequences that will apply to a U.S. Holder of common units. Non-U.S. Holders should refer to "— Consequences to Non-U.S. Holders of Common Units."

As a corporation for U.S. federal income tax purposes, Huixinjia Capital Group, Inc will generally incur no U.S. federal income tax liability at the corporation level. Instead, in computing each U.S. Holder's U.S. federal, state and local income tax liability for a taxable year, such U.S. Holder will be required to take into account its allocable share of items of Huixinjia Capital Group, Inc's income, gain, loss, deduction and credit for each of Huixinjia Capital Group, Inc's taxable years ending with or within the taxable year of such holder, regardless of whether the holder has received any distributions. The characterization of an item of income, gain, loss, deduction or credit so allocated generally will be determined at Huixinjia Capital Group, Inc's (rather than at the holder's) level.

For U.S. federal income tax purposes, a U.S. Holder's allocable share of Huixinjia Capital Group, Inc's items of income, gain, loss, deduction and credit will be determined pursuant to our incorporation agreement if such allocations either have "substantial economic effect" or are determined to be in accordance with the U.S. Holder's interest in Huixinjia Capital Group, Inc Huixinjia Capital Group, Inc believes that for U.S. federal income tax purposes, such allocations will be given effect as being in accordance with each U.S. Holder's interest in Huixinjia Capital Group, Inc, and our management committee intends to prepare tax returns and information statements delivered to the IRS and to the U.S. Holders based on such allocations. If the IRS successfully challenges the allocations made pursuant to our incorporation agreement, the resulting allocations for U.S. federal income tax purposes might be less favorable than the allocations set forth in our incorporation agreement.

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Huixinjia Capital Group, Inc may derive taxable income from an investment that is not matched by a corresponding distribution of cash. In addition, special provisions of the Code may be applicable to certain of Huixinjia Capital Group, Inc's investments, and may affect the timing of Huixinjia Capital Group, Inc's income, requiring Huixinjia Capital Group, Inc to recognize (and, consequently, allocate to common unitholders) taxable income or gain before any cash attributable to such income is received by Huixinjia Capital Group, Inc and is available for distribution to common unitholders. Accordingly, it is possible that the U.S. federal income tax liability with respect to a U.S. Holder's allocable share of Huixinjia Capital Group, Inc's income for a particular taxable year could exceed any cash distribution received for the year, which could require the U.S. holder to pay any associated tax liability from other sources.

In general, a U.S. Holder's tax basis in the common units will equal the amount paid for such common units, increased by Huixinjia

Capital Group, Inc's items of income and gain allocated to such U.S. Holder and decreased (but not below zero) by the sum of (1) distributions to such U.S. Holder in respect of such common units and (2) Huixinjia Capital Group, Inc's items of loss allocated to such U.S. Holder. In addition, a U.S. Holder's tax basis in the common units will be adjusted from time to time to reflect such U.S. Holder's allocable share of Huixinjia Capital Group, Inc's liabilities, if any.

U.S. Holders who purchase the common units in separate transactions must combine the basis of all such common units and maintain a single adjusted tax basis for all common units held. Upon a sale or other disposition of less than all of such common units, a portion of that tax basis must be allocated to the common units sold. U.S. Holders should consult with their own advisers as to the proper method of allocating such tax basis in their individual circumstances.

With respect to U.S. Holders who are individuals, certain dividends paid by a corporation, including certain qualified foreign corporations, to Huixinjia Capital Group, Inc and that are allocable to such U.S. Holders may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of specified income tax treaties with the United States. In addition, a foreign corporation is treated as a qualified corporation on shares that are readily tradable on an established securities market in the United States. It is not expected that Huixinjia Offshore Holdings Ltd. will be a "qualified foreign corporation" for this purpose; however, it is possible that Huixinjia Capital Group, Inc may hold, directly or indirectly, stock of qualified foreign corporations. Among other exceptions, a U.S. Holder who is an individual will not be eligible for reduced rates of taxation on (1) any dividends from a non-U.S. corporation that is a passive foreign investment company (a "PFIC") in the taxable year in which such dividend is paid or in the preceding taxable year, (2) any income required to be reported by the U.S. Holder as a result of a QEF election (as defined below) that is attributable to a dividend received by an entity that is a PFIC and in which the U.S. Holder holds a direct or indirect interest or (3) any Subpart F income inclusions (as described below). Prospective investors in the common units should consult their own tax advisers regarding the application of the foregoing rules to their particular circumstances.

Limits on Deductions for Losses and Expenses

The deductibility of a U.S. Holder's allocable share of Huixinjia Capital Group, Inc's losses will be limited to the tax basis in such common units (adjusted as described above) and, if such U.S. Holder is an individual, estate, trust or corporate holder that is subject to the "at-risk" rules, to the amount for which such U.S. Holder is considered to be "at risk" with respect to Huixinjia Capital Group, Inc's activities, if that is less than such U.S. Holder's adjusted tax basis. In general, a U.S. Holder subject to the at-risk rules will be at risk to the extent of such holder's adjusted tax basis in the common units, reduced by

•the portion of that adjusted tax basis attributable to such holder's share of Huixinjia Capital Group, Inc's liabilities for which such U.S. Holder will not be personally liable; and

•any amount of money borrowed to acquire or hold the common units, if the lender of those borrowed funds owns an interest in Huixinjia Capital Group, Inc, is related to such holder or can look only to the common units for repayment.

A U.S. Holder's at risk amount generally will increase by such holder's allocable share of Huixinjia Capital Group, Inc's income and gain and will decrease by cash distributions to such holder as well as such holder's allocable share of losses. A U.S. Holder subject to these limitations must recapture losses deducted in previous years to the extent that distributions cause its at-risk amount to be less than zero at the end of any taxable year. Losses disallowed to a U.S. Holder or recaptured as a result of these limitations will carry forward and will be allowable as a deduction to the extent that its at-risk amount is subsequently increased, provided such losses do not exceed such holder's tax basis in its common units. Upon the taxable disposition of a unit, any gain recognized by a U.S. Holder can be offset by losses that were previously suspended by the at-risk limitation but may not be offset by losses suspended by the basis limitation. Any loss previously suspended by the at-risk limitation in excess of that gain would no longer be utilizable. The at-risk rules are complex, and the application of these rules will depend, in part, on a U.S. Holder's individual circumstances. U.S. Holders should consult with their individual tax advisers regarding the limitations on the deductibility of losses under the at-risk rules.

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In addition, other provisions of the Code may limit or disallow any deduction for losses by a U.S. Holder or deductions associated with certain assets of Huixinjia Capital Group, Inc in certain cases. U.S. Holders should consult with their tax advisers regarding their limitations on the deductibility of losses under applicable provisions of the Code.

Limitations on Deductibility of Organizational Expenses and Syndication Fees

In general, neither Huixinjia Capital Group, Inc nor any U.S. Holder may deduct organizational or syndication expenses. An election may be made by Huixinjia Capital Group, Inc to amortize organizational expenses over a 15-year period. Syndication fees (which would include any sales or placement fees or commissions or underwriting discount payable to third parties) must be capitalized and cannot be amortized or otherwise deducted. Limitations on Interest Deductions

A U.S. Holder's share of Huixinjia Capital Group, Inc's interest expense is likely to be treated as "investment interest" expense. The deductibility of "investment interest" expense by non-corporate U.S. Holders is generally limited to the amount of such holder's "net investment income." A U.S. Holder's share of Huixinjia Capital Group, Inc's dividend and interest income will be treated as investment income, although "qualified dividend income" subject to reduced rates of tax in the hands of an individual will only be treated as investment income if such U.S. Holder elects to treat such dividend as ordinary income not subject to reduced rates of tax. In addition, state and local tax laws may disallow deductions for a U.S. Holder's share of Huixinjia Capital Group, Inc's interest expense.

The computation of a U.S. Holder's investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase a common unit. A U.S. Holder's net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules less deductible expenses, other than interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment. For this purpose, any long-term capital gain or qualifying dividend income that is taxable at long-term capital gain rates is excluded from net investment income, unless a U.S. Holder elects to pay tax on such gain or dividend income at ordinary income rates.

Treatment of Distributions

Distributions of cash by Huixinjia Capital Group, Inc will not be taxable to a U.S. Holder to the extent of such holder's adjusted tax basis (determined as described above) in the common units. Any cash distributions in excess of a U.S. Holder's adjusted tax basis will be considered to be gain from the sale or exchange of the common units (described below). A reduction in a U.S. Holder's allocable share of Huixinjia Capital Group, Inc's liabilities (e.g., as a result of issuance of additional common units), and certain distributions of marketable securities by Huixinjia Capital Group, Inc, are treated similar to cash distributions for U.S. federal income tax purposes.

Sale or Exchange of Common Units

A U.S. Holder will generally recognize gain or loss on a sale of common units equal to the difference, if any, between the amount realized and such holder's adjusted tax basis in the common units sold. The amount realized will be measured by the sum of the cash or the fair market value of other property received plus the transferred amount of such holder's share of Huixinjia Capital Group, Inc's liabilities, if any. Gain or loss recognized on the sale or exchange of a common unit will generally be taxable as capital gain or loss and will be long-term capital gain or loss if the common unit was held for more than one year on the date of such sale or exchange. Assuming Huixinjia Capital Group, Inc has not made an election, referred to as a "QEF election," to treat Huixinjia Capital Group, Inc's interest in a PFIC as a "qualified exchange fund," or "QEF," gain attributable to such investment in a PFIC would be taxable as ordinary income and would be subject to an interest charge. See "—Passive Foreign Investment Companies" below. In addition, certain gain attributable Huixinjia Capital Group, Inc's investment in a controlled foreign corporation, or "CFC," may be ordinary income and certain gain attributable to "unrealized receivables" or "inventory items" would be characterized as ordinary income rather than capital gain. For example, if Huixinjia Capital Group, Inc holds debt acquired at a market discount, accrued market discount on such debt would be treated as "unrealized receivables." The deductibility of capital losses is subject to limitations.

U.S. Holders who purchase common units at different times and intend to sell all or a portion of their common units within a year of their most recent purchase are urged to consult their tax advisers regarding the application of certain "split holding period" rules in their circumstances, and the treatment of any gain or loss as long-term or short-term capital gain or loss.

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Section 754 Election

Huixinjia Capital Group, Inc intends to make the election permitted by Section 754 of the Code. The election is irrevocable without the consent of the IRS. The election requires Huixinjia Capital Group, Inc to adjust the tax basis in its assets, or "inside basis," attributable to a transferee of common units under Section 743(b) of the Code to reflect the purchase price of the common units paid by the transferee. However, this election does not apply to a person who purchases common units directly from Huixinjia Capital Group, Inc, which would include purchases of common units in this offering. For purposes of this section, a transferee's inside basis in Huixinjia Capital Group, Inc's assets will be considered to have two components: (1) the transferee's share of Huixinjia Capital Group, Inc's tax basis in its assets, or "common basis," and (2) the Section 743(b) adjustment to that basis.

The calculations required by virtue of our making an election pursuant to Section 754 of the Code are complex, and there is little legal authority concerning the mechanics of the calculations, particularly in the context of publicly traded corporations. To help reduce the complexity of those calculations and the resulting administrative costs, Huixinjia Capital Group, Inc will apply certain conventions in determining and allocating the required basis adjustments. For example, Huixinjia Capital Group, Inc may apply a convention in which it deems the price paid by a holder of common units to be the lowest quoted trading price of the common units during the month in which the purchase occurred, irrespective of the actual price paid. Nevertheless, the use of such conventions may result in basis adjustments that do not exactly reflect a holder's purchase price for the common units purchased, including less favorable basis adjustments to a holder who paid more than the lowest quoted trading price of the common units for the month in which such purchase occurred. It is possible that the IRS will successfully assert that any of the conventions we may use do not satisfy the technical requirements of the Code or applicable Treasury regulations, and could require different basis adjustments to be made as a result. If the IRS were to sustain such a position, a holder of common units who purchased common units subject to Section 743(b) basis adjustments may have adverse tax consequences. Moreover, the benefits of a Section 754 election may not be realized because Huixinjia Capital Group, Inc directly and indirectly invests in pass-through entities that may not have in effect a Section 754 election. U.S. Holders should consult their tax advisers as to the effects of the Section 754 election.

Foreign Tax Credit Limitations

A U.S. Holder is generally entitled to a foreign tax credit with respect to such holder's allocable share of creditable non-U.S. taxes paid on Huixinjia Capital Group, Inc's non-U.S. income and gains (for the avoidance of doubt, foreign taxes paid by a corporate subsidiary of Huixinjia Capital Group, Inc generally are not creditable non-U.S. taxes unless such holder is a corporation that satisfies certain ownership requirements). Complex rules may, depending on a U.S. Holder's particular circumstances, limit the availability or use of foreign tax credits. For example, gains from the sale of Huixinjia Capital Group, Inc's investments may be treated as U.S. source gains, which may limit the availability of foreign tax credits arising from any foreign taxes imposed on such gains unless such credit can be applied (subject to applicable limitations) against tax due on such U.S. Holder's other income treated as derived from foreign sources (including other income and gain allocated by Huixinjia Capital Group, Inc) and certain other requirements are satisfied. In addition, certain losses that Huixinjia Capital Group, Inc incurs may be treated as foreign source losses, which could reduce the amount of foreign tax credits otherwise available. A U.S. Holder may make an election to treat all foreign taxes paid as deductible expenses in computing taxable income, rather than as a credit against tax, subject to generally applicable limitations. The rules governing foreign tax credits are complex, and U.S. Holders should consult their own advisers about the availability of foreign tax credits, as well as the possibility of electing to treat foreign taxes paid as deductions, in their particular circumstances.

Uniformity of Common Units

Because Huixinjia Capital Group, Inc cannot match transferors and transferees of common units, Huixinjia Capital Group, Inc will adopt depreciation, amortization and other tax accounting positions that may not conform to all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to the common unitholders. It also could affect the timing of these tax benefits or the amount of gain on the sale of the common units, and could have a negative impact on the value of the common units or result in audits of and adjustments to a common unitholder's U.S. federal tax returns.

Foreign Currency Gain or Loss

Huixinjia Capital Group, Inc's functional currency will be the U.S. dollar, and Huixinjia Capital Group, Inc's income or loss will be calculated in U.S. dollars. It is likely that Huixinjia Capital Group, Inc will recognize "foreign currency" gain or loss with respect to transactions involving non-U.S. dollar currencies. In general, any foreign currency gain or loss will be treated as ordinary income or loss for U.S. federal income tax purposes. U.S. Holders should consult their tax advisers with respect to the tax treatment of foreign currency gain or loss.

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Passive Foreign Investment Companies

A U.S. Holder may be subject to special rules applicable to indirect investments in foreign corporations, including an investment in a PFIC. A PFIC is defined as any foreign corporation with respect to which either (1) 75% or more of the gross income for a taxable year is "passive income" or (2) 50% or more of its assets in any taxable year (generally based on the quarterly average of the value of its assets) produce "passive income." There are no minimum stock ownership requirements for PFICs. Once a corporation qualifies as a PFIC it is, subject to certain exceptions, always treated as a PFIC, regardless of whether it satisfies either of the qualification tests in subsequent years. Any gain on disposition of stock of a PFIC, as well as income realized on certain "excess distributions" by such PFIC, is treated as though realized ratably over the shorter of a U.S. Holder's holding period of common units or Huixinjia Capital Group, Inc's holding period for such PFIC. Such gain or income is taxable as ordinary income and, as discussed above, dividends paid by a PFIC to an individual will not be eligible for the reduced rates of taxation that are available for certain qualifying dividends. In addition, an interest charge will be imposed on a U.S. Holder based on the amount of tax deemed deferred from prior years (i.e., the tax that would have been imposed if such income had been realized ratably over the relevant holding period described above) by such U.S. Holder.

Huixinjia Capital Group, Inc expects to make a QEF election where possible with respect to each entity treated as a PFIC to treat each such non-U.S. entity as a QEF in the first year Huixinjia Capital Group, Inc holds shares in such entity and for which such entity is a PFIC with respect to Huixinjia Capital Group, Inc, although such election may not always be available. A QEF election generally is effective for Huixinjia Capital Group, Inc's taxable year for which the election is made and all subsequent taxable years, and may not be revoked without the consent of the IRS. If a QEF election is made with respect to Huixinjia Capital Group, Inc's interest in a PFIC, in lieu of the foregoing treatment, Huixinjia Capital Group, Inc will be required to include in income each year that such foreign corporation is a PFIC a portion of the ordinary earnings and net capital gains of the QEF ("QEF Inclusions") even if not distributed to Huixinjia Capital Group, Inc, and such portions would in turn be allocated to common unitholders in the same manner as any other item of income or gain. Thus, Huixinjia Capital Group, Inc may be required to allocate to U.S. Holders an amount of taxable income as a result of QEF Inclusions without receiving any corresponding amounts of cash from the underlying PFIC for which the QEF election was made.

However, a U.S. Holder may elect to defer, until the occurrence of certain events, payment of the U.S. federal income tax attributable to QEF Inclusions for which no current distributions are received, but will be required to pay interest on the deferred tax computed by using the statutory rate of interest applicable to an extension of time for payment of tax. Net losses (if any) of a non-U.S. entity that is treated as a PFIC will not pass through to Huixinjia Capital Group, Inc or to common unitholders and may not be carried back or forward in computing such PFIC's ordinary earnings and net capital gain in other taxable years. Consequently, U.S. Holders may over time be taxed on amounts that as an economic matter exceed Huixinjia Capital Group, Inc's net profits. Huixinjia Capital Group, Inc's tax basis in the shares of such non-U.S. entities, and a U.S. Holder's basis in the common units, will be increased to reflect QEF Inclusions. No portion of any QEF Inclusion attributable to ordinary income will be eligible for reduced rates of taxation available to certain taxpayers in respect of certain types of income, such as qualified dividend income received by an individual U.S. Holder. Amounts included as QEF Inclusions with respect to direct and indirect investments generally will not be taxed again when actually distributed. Matters relating to QEF Inclusions, including the decision as to whether or not to defer payment of tax in respect of income or gain allocated from a QEF, are complex. U.S. Holders should consult their own tax advisers as to the manner in which QEF Inclusions affect a U.S. Holder's allocable share of Huixinjia Capital Group, Inc's income and a U.S. Holder's tax basis in the common units.

Alternatively, in the case of a PFIC that is a publicly traded entity (within the meaning of the PFIC rules), an election may be made to "mark-to-market" the stock of such entity on an annual basis. Pursuant to such an election, a U.S. Holder would include in each year as ordinary income the holder's allocable share of the excess, if any, of the fair market value of such stock over its adjusted basis at the end of the taxable year, and a U.S. Holder may treat as ordinary loss the holder's allocable share of any excess of the adjusted basis of the stock over its fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the election in prior years.

Huixinjia Capital Group, Inc may make certain investments through non-U.S. corporate subsidiaries, and such subsidiaries may be PFICs for U.S. federal income tax purposes. In addition, certain of Huixinjia Capital Group, Inc's investments could be in PFICs. Huixinjia Capital Group, Inc can make no assurance that some of its investments will not be treated as held through a PFIC or as interests in PFICs, or that such PFICs will be eligible for the "mark-to-market" election, or that QEF elections can be made with respect to any such PFICs.

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If Huixinjia Capital Group, Inc does not make a QEF or "mark-to-market" election with respect to a PFIC, Section 1291 of the Code will treat all gain on a disposition by Huixinjia Capital Group, Inc of shares of such entity, gain on the disposition of common units attributable to such entity by a U.S. Holder at a time when Huixinjia Capital Group, Inc owns shares of such entity, as well as certain other defined "excess distributions," as if the gain or excess distributions were ordinary income earned ratably over the shorter of the period during which the holder held its common units or the period during which Huixinjia Capital Group, Inc held shares in such entity. For gain and excess distributions allocated to prior years, (1) the applicable tax rate will be the highest in effect for that taxable year and (2) the tax will be payable generally without regard to offsets from deductions, losses and expenses. U.S. Holders will also be subject to an interest charge for any deferred tax. No portion of this ordinary income will be eligible for the favorable tax rate applicable to "qualified dividend income" for individual U.S. persons.

Controlled Foreign Corporations

A non-U.S. entity will be treated as a CFC if it is treated as a corporation for U.S. federal income tax purposes and U.S. Shareholders own, directly or indirectly, on any day during the taxable year of such non-U.S. entity, more than 50% of (1) the total combined voting power of all classes of stock of the non-U.S. entity entitled to vote or (2) the total value of the stock of the non-U.S. entity. For purposes of this discussion, a "U.S. Shareholder" with respect to a non-U.S. entity means a U.S. person that owns, directly or indirectly, 10% or more of the total combined voting power of all classes of stock of the non-U.S. entity entitled to vote.

If Huixinjia Capital Group, Inc is a U.S. Shareholder in a non-U.S. entity that is treated as a CFC for 30 consecutive days of such CFC's taxable year, each common unitholder may be required to include in income its allocable share of the CFC's "Subpart F" income reported by Huixinjia Capital Group, Inc Subpart F income generally includes dividends, interest, net gain from the sale or disposition of securities, non-actively managed rents and certain other generally passive types of income. The aggregate Subpart F income inclusions in any taxable year relating to a particular CFC are limited to such entity's current earnings and profits (as determined for U.S. federal income tax purposes). These inclusions are treated as ordinary income (whether or not such inclusions are attributable to net capital gains). Thus, a U.S. Holder may be required to report as ordinary income its allocable share of the CFC's Subpart F income allocated to such holder by Huixinjia Capital Group, Inc without corresponding receipts of cash, and further may not benefit from capital gain treatment with respect to the portion of Huixinjia Capital Group, Inc's earnings (if any) attributable to net capital gains of the CFC.

The tax basis of Huixinjia Capital Group, Inc's shares of a CFC, and a U.S. Holder's tax basis in Huixinjia Capital Group, Inc's common units, will be increased to reflect any required Subpart F income inclusions. Such income may be treated as income from sources within the United States, for certain foreign tax credit purposes, to the extent derived by the CFC from U.S. sources. Such income will not be eligible for the reduced rate of tax applicable to "qualified dividend income" for individual U.S. persons. See "— Consequences to U.S. Holders of Common Units—General."

Regardless of whether any CFC has Subpart F income, any gain allocated to a U.S. Holder from Huixinjia Capital Group, Inc's disposition of stock in a CFC will be treated as ordinary income to the extent of such holder's allocable share of the current and/or accumulated earnings and profits of the CFC. In this regard, earnings would not include any amounts previously taxed pursuant to the CFC rules. However, net losses (if any) of a non-U.S. entity owned by Huixinjia Capital Group, Inc that is treated as a CFC will not pass through to a U.S. Holder. Moreover, a portion of a U.S. Holder's gain from the sale or exchange of a U.S. Holder's common units may be treated as ordinary income based on their allocable share of the undistributed earnings and profits of any CFC of which Huixinjia Capital Group, Inc is a U.S. shareholder at the time of such disposition.

If a non-U.S. entity held by Huixinjia Capital Group, Inc is classified as both a CFC and a PFIC during the time Huixinjia Capital Group, Inc is a U.S. Shareholder of such non-U.S. entity, a U.S. Holder will be required to include amounts in income with respect to such non-U.S. entity pursuant to this subheading, and the consequences described under the subheading "—Passive Foreign Investment Companies" above will not apply. If Huixinjia Capital Group, Inc's ownership percentage in a non-U.S. entity changes such that Huixinjia Capital Group, Inc is not a U.S. Shareholder with respect to such non-U.S. entity, then common unitholders may be subject to the PFIC rules. The interaction of these rules is complex. U.S. Holders should consult their own advisers as to the consequences of the CFC and PFIC rules in their individual circumstances.

Taxes in Other State, Local and Non-U.S. Jurisdictions Applicable to U.S. Holders

In addition to the U.S. federal income tax consequences described above, a U.S. Holder may be subject to potential U.S. state and local taxes where the holder is a resident for tax purposes or in which Huixinjia Capital Group, Inc has interests or entities, conduct activities or otherwise derives income. A U.S. Holder may also be subject to tax return filing obligations and income, franchise or other taxes, including withholding taxes, in state, local or non-U.S. jurisdictions in which Huixinjia Capital Group, Inc either invests, owns interests or entities, conducts activities or otherwise derives income. Income or gains from investments held by Huixinjia Capital Group, Inc may be subject to withholding or other taxes in jurisdictions outside the United States, subject to the possibility of reduction under applicable income tax treaties. If a U.S. Holder wishes to claim the benefit of an applicable income tax treaty, such U.S. Holder may be required to submit information to tax authorities in such jurisdictions. U.S. Holders should consult their own tax advisers regarding the U.S. state, local and non-U.S. tax consequences of an investment in Huixinjia Capital Group, Inc in their individual circumstances.

Allocations of Income and Gain to Transferors and Transferees

In general, Huixinjia Capital Group, Inc's taxable items of income, gain, loss, deduction and credit will be determined and apportioned among common unitholders using conventions Huixinjia Capital Group, Inc regards as consistent with applicable law. As a result of the application of such conventions, if a U.S. Holder transfers common units, the transferor and transferee may be allocated income, gain, loss, deduction or credit realized by Huixinjia Capital Group, Inc either before or after the date of such transfer.

Although Section 706 of the Code generally provides guidelines for allocations of items of corporation income and loss between transferors and transferees of corporation interests, it is not clear that Huixinjia Capital Group, Inc's allocation method complies with all of the requirements of Section 706. If Huixinjia Capital Group, Inc's convention were determined by the IRS to be impermissible, the IRS might contend that Huixinjia Capital Group, Inc's taxable income or loss must be reallocated among the common unitholders. If such a contention were sustained, a U.S. Holder's tax liabilities might be adjusted, possibly resulting in an increase in overall tax due. Huixinjia Capital Group, Inc's management committee is authorized to revise Huixinjia Capital Group, Inc's method of allocation between transferors and transferees (as well as among common unitholders whose interests otherwise vary during a taxable period).

Special Considerations for Regulated Investment Companies

A U.S. corporation that is treated as a RIC for U.S. federal income tax purposes ( e.g., mutual funds) generally is required, among other things, to meet an annual 90% gross income and a quarterly 50% asset value test under the Code to maintain its favorable U.S. federal income tax status. The treatment of an investment by a RIC in common units for purposes of these tests will depend on whether Huixinjia Capital Group, Inc will be treated as a qualifying publicly traded corporation (a "QPTP"). If Huixinjia Capital Group, Inc is treated as a QPTP, then the common units themselves are the relevant assets for purposes of the 50% asset value test and the net income from the common units is relevant gross income for purposes of the 90% gross income test. If, however, Huixinjia Capital Group, Inc is not treated as a QPTP, then the relevant assets are the RIC's allocable share of the underlying assets held by Huixinjia Capital Group, Inc (and its subsidiary corporations, to the extent such subsidiary corporations are not themselves QPTPs) and the relevant gross income is the RIC's allocable share of the underlying gross income earned by Huixinjia Capital Group, Inc and its subsidiaries. Whether Huixinjia Capital Group, Inc will qualify as a QPTP depends on the exact nature of its future investments, but Huixinjia Capital Group, Inc does not expect to be treated as a QPTP initially. However, Huixinjia Capital Group, Inc expects to operate such that at least 90% of the gross income from the underlying assets held by Huixinjia Capital Group, Inc will constitute cash and property that generates dividends, interest and gains from the sale of securities or other income that qualifies for the RIC gross income test described above. In addition, as discussed above under "—Consequences to U.S. Holders of Common Units—General," Huixinjia Capital Group, Inc may derive taxable income from an investment that is not matched by a corresponding cash distribution. Accordingly, a RIC investing in the common units may recognize income for U.S. federal income tax purposes without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes. This is not a complete discussion of the U.S. federal income tax consequences applicable to U.S. Holders that are treated as RICs. U.S. Holders that are treated as RICs should consult their own tax advisers about the U.S. tax consequences of an investment in common units in their particular circumstances.

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Special Considerations for U.S. Tax-Exempt Entities

A tax-exempt partner of a corporation generally must include in computing its UBTI, its pro rata share (whether or not distributed) of such corporation's gross income derived from a trade or business conducted by such corporation which is unrelated to the exempt function of the tax-exempt partner. Moreover, a tax-exempt partner of a corporation could be treated as earning UBTI to the extent that such corporation derives income from "debt-financed property," or if the corporation interest itself is debt financed. Debt-financed property means property held to produce income with respect to which there is "acquisition indebtedness" (i.e., indebtedness incurred in acquiring or holding property).

Huixinjia Capital Group, Inc is under no obligation to minimize UBTI, and a U.S. Holder of the common units that is a tax-exempt organization for U.S. federal income tax purposes and, therefore, generally exempt from U.S. federal income taxation, may be subject to "unrelated business income tax" to the extent, if any, that its allocable share of Huixinjia Capital Group, Inc's income consists of UBTI.

This is not a complete discussion of the U.S. federal income tax consequences applicable to U.S. Holders that are tax-exempt organizations. Such holders should consult their tax advisers regarding the tax consequences of an investment in common units in their particular circumstances.

Consequences to Non-U.S. Holders of Common Units

U.S. Income Tax Consequences

In light of Huixinjia Capital Group, Inc's intended investment activities, it may be or may become engaged in a U.S. trade or business for U.S. federal income tax purposes, in which case some portion of Huixinjia Capital Group, Inc's income would be treated as effectively connected with the conduct of a trade or business within the United States, or "ECI," with respect to non-U.S. Holders. If a non-U.S. Holder were treated as being engaged in a U.S. trade or business in any year because of an investment in common units in such year, such non-U.S. Holder generally would be (1) subject to withholding by Huixinjia Capital Group, Inc on any actual distributions, (2) required to file a U.S. federal income tax return for such year reporting its allocable share, if any, of income or loss effectively connected with such trade or business, including certain income from U.S. sources not related to Huixinjia Capital Group, Inc and (3) required to pay U.S. federal income tax at the applicable U.S. federal income tax rates as if such non-U.S. Holder were a U.S. Holder on any such income. Moreover, a corporate non-U.S. Holder might be subject to a U.S. branch profits tax on its allocable share of its ECI. Any amount so withheld would be creditable against such non-U.S. Holder's U.S. federal income tax liability, and such non-U.S. Holder could claim a refund to the extent that the amount withheld exceeded such non-U.S. Holder's U.S. federal income tax liability for the taxable year. Finally, if Huixinjia Capital Group, Inc were treated as being engaged in a U.S. trade or business, a portion of any gain recognized by a non-U.S. Holder on the sale or exchange of its common units could be treated for U.S. federal income tax purposes as ECI, and hence such non-U.S. Holder could be subject to U.S. federal income tax on the sale or exchange.

To the extent Huixinjia Capital Group, Inc receives dividends from a U.S. corporation through the Huixinjia Assets Management entities and their investment vehicles, each non-U.S. Holder's allocable share of income from such dividends generally will be subject to U.S. withholding tax. Distributions may also be subject to withholding tax to the extent they are attributable to the sale of a U.S. real property interest or if the distribution is otherwise considered fixed or determinable, annual or periodical income under the Code. An exemption from, or a reduced rate of any such withholding may apply, by treaty or otherwise, if certain tax status information is provided by the applicable Non-U.S. Holder and any relevant conditions required under the Code and by the relevant tax treaty are satisfied. If such information is not provided, and a non-U.S. Holder would not be subject to U.S. tax based upon such holder's tax status or would be eligible for a reduced rate of U.S. withholding tax, such holder may need to take additional steps to receive a credit or refund of any excess withholding tax paid on such holder's account, which may include the filing of a non-resident U.S. income tax return with the IRS. If a non-U.S. Holder that is a foreign corporation fails to file a U.S. federal income tax return when required, such foreign corporation could lose the benefit of certain tax attributes, such as net operating loss carryforwards allocated to such foreign corporation by Huixinjia Capital Group, Inc Among other limitations, if a non-U.S. Holder resides in a treaty jurisdiction which does not treat Huixinjia Capital Group, Inc as a pass-through entity, a non-U.S. Holder may not be eligible to receive a refund or credit of excess U.S. withholding taxes paid on such holder's account. Non-U.S. Holders should consult their own tax advisers regarding the treatment of U.S. withholding taxes.

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Special rules may apply in the case of a non-U.S. Holder that (1) has an office or fixed place of business in the United States., (2) is present in the United States for 183 days or more in a taxable year or (3) is a former citizen of the U.S., a foreign insurance company that is treated as holding interests in Huixinjia Capital Group, Inc in connection with its U.S. business, a PFIC or a corporation that accumulates earnings to avoid U.S. federal income tax. Non-U.S Holders should consult their own tax advisers regarding the application of these special rules in their individual circumstances.

Surtax on Unearned Income

A 3.8% surtax is imposed on the "net investment income" of certain holders of common units who are U.S. citizens or resident aliens, and on the undistributed "net investment income" of certain estates and trusts. Among other items, "net investment income" generally would include a holder's allocable share of Huixinjia Capital Group, Inc's net gains from dispositions of investment property and net income from interest and dividends, less deductions allocable to such income. In addition, "net investment income" may include gain from the sale, exchange or other taxable disposition of common units, less certain deductions. It is anticipated that a substantial portion of the net income and gain attributable to an investment in the common units will be included in a common unitholder's "net investment income" subject to this surtax. Common unitholders should consult their own tax advisers regarding the application of this surtax in their individual circumstances.

Administrative Matters

Taxable Year

Huixinjia Capital Group, Inc currently intends to use the calendar year as Huixinjia Capital Group, Inc's taxable year for U.S. federal income tax purposes. Under certain circumstances which Huixinjia Capital Group, Inc currently believes are unlikely to apply, a taxable year other than the calendar year may be required for such purposes.

Information Returns

Huixinjia Capital Group, Inc has agreed to furnish to each common unitholder, as soon as reasonably practicable after the close of each taxable year, tax information (including Schedule K-1), which describes on a U.S. dollar basis such holder's share of Huixinjia Capital Group, Inc's income, gain, loss, deduction and credit for Huixinjia Capital Group, Inc's preceding taxable year. It will most likely require longer than 90 days after the end of Huixinjia Capital Group, Inc's fiscal year to obtain the requisite information from all lowertier entities. Consequently, common unitholders who are U.S. taxpayers or otherwise required to file U.S. tax returns should anticipate the need to file annually with the IRS (and, if applicable, certain states) a request for an extension past April 15 or the otherwise applicable due date of their income tax return for the taxable year. In addition, each of common unitholders generally is required to file U.S. tax returns consistently with the information provided by Huixinjia Capital Group, Inc for the taxable year for all relevant tax purposes.

In preparing this information, Huixinjia Capital Group, Inc will use various accounting and reporting conventions, some of which have been mentioned in the previous discussion, to determine such holder's share of income, gain, loss, deduction and credit. The IRS may successfully contend that certain of these reporting conventions are impermissible, which could result in an adjustment to such holder's income or loss and could result in an increase in overall tax due.

Huixinjia Capital Group, Inc may be audited by the IRS. Adjustments resulting from an IRS audit may require a holder to adjust a prior year's tax liability and possibly may result in an audit of such holder's own tax return. Any audit of such holder's tax return could result in adjustments not related to Huixinjia Capital Group, Inc's tax returns as well as those related to Huixinjia Capital Group, Inc's tax returns, and could result in an increase in overall tax due.

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Tax Shelter Regulations

If Huixinjia Capital Group, Inc were to engage in a "reportable transaction," it (and possibly common unitholders and others) would be required to make a detailed disclosure of the transaction to the IRS in accordance with regulations governing tax shelters and other potentially tax-motivated transactions. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a type of tax avoidance transaction publicly identified by the IRS as a "listed transaction" or that it produces certain kinds of losses in excess of $2 million. An investment in Huixinjia Capital Group, Inc may be considered a "reportable transaction" if, for example, Huixinjia Capital Group, Inc recognizes certain significant losses in the future. In certain circumstances, a common unitholder who disposes of an interest in a transaction resulting in the recognition by such holder of significant losses in excess of certain threshold amounts may be obligated to disclose its participation in such transaction.

Moreover, if Huixinjia Capital Group, Inc were to participate in a reportable transaction with a significant purpose to avoid or evade tax, or in any listed transaction, a common unitholder may be subject to (1) significant accuracy-related penalties with a broad scope, (2) for those persons otherwise entitled to deduct interest on federal tax deficiencies, non-deductibility of interest on any resulting tax liability and (3) in the case of a listed transaction, an extended statute of limitations.

Common unitholders should consult their tax advisers concerning any possible disclosure obligation under the regulations governing tax shelters with respect to the dispositions of their interests in Huixinjia Capital Group, Inc

Constructive Termination

Subject to the electing large corporation rules described below, Huixinjia Capital Group, Inc will be considered to have been terminated for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in Huixinjia Capital Group, Inc's capital and profits within a 12-month period.

Huixinjia Capital Group, Inc's termination would result in the close of its taxable year for all of the common unitholders. In the case of a common unitholder reporting on a taxable year other than a fiscal year ending on Huixinjia Capital Group, Inc's year-end, the closing of Huixinjia Capital Group, Inc's taxable year may result in more than 12 months of Huixinjia Capital Group, Inc's taxable income or loss being includable in the holder's taxable income for the year of termination. Huixinjia Capital Group, Inc would be required to make new tax elections after a termination, including a new tax election under Section 754 of the Code. A termination could also result in penalties if Huixinjia Capital Group, Inc were unable to determine that the termination had occurred. Moreover, a termination might either accelerate the application of, or subject Huixinjia Capital Group, Inc to, any tax legislation enacted before the termination.

Withholding and Backup Withholding

For each calendar year, Huixinjia Capital Group, Inc will report to a common unitholder and the IRS the amount of distributions Huixinjia Capital Group, Inc made to such holder and the amount of U.S. federal income tax (if any) that Huixinjia Capital Group, Inc withheld on those distributions. The proper application to Huixinjia Capital Group, Inc of certain rules for withholding applicable to certain dividends, interest and similar items is unclear. Because the documentation Huixinjia Capital Group, Inc receives may not properly reflect the identities of partners at any particular time (in light of possible sales of the common units), Huixinjia Capital Group, Inc may over-withhold or under-withhold with respect to a particular common unitholder. For example, Huixinjia Capital Group, Inc may impose withholding, remit that amount to the IRS and thus reduce the amount of a distribution paid to a non-U.S. Holder. It may turn out, however, the corresponding amount of Huixinjia Capital Group, Inc's income was not properly allocable to such non-U.S. Holder, and the amount withheld should have been less than the actual amount withheld in which case such holder would be entitled to a credit against such holder's U.S. tax liability, but if the withholding exceeded such holder's U.S. tax liability, such holder would have to apply for a refund to obtain the benefit of the excess amount withheld. Similarly, Huixinjia Capital Group, Inc may fail to withhold tax on a distribution, and it may turn out the corresponding income was properly allocable to a non-U.S. Holder and withholding tax should have been imposed. In that event, Huixinjia Capital Group, Inc intends to pay the under-withheld amount to the IRS, and Huixinjia Capital Group, Inc may treat such under-withholding amount as an expense that will be borne by all partners on a pro rata basis (since Huixinjia Capital Group, Inc may be unable to allocate any such excess withholding tax cost to the relevant non-U.S. Holder).

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Under the backup withholding rules, the common unitholders may be subject to backup withholding at the then-applicable rate with respect to distributions paid unless: (1) such holder is a corporation or comes within another exempt category and demonstrates this fact when required or (2) such holder provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding tax and otherwise complies with the applicable requirements of the backup withholding rules. If a common unitholder is an exempt holder, such holder should indicate such holder's exempt status on a properly completed IRS Form W-9. A non-U.S. Holder may qualify as an exempt recipient by submitting a properly completed IRS Form W-8BEN or similar IRS withholding certificate. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a common unitholder will be allowed as a credit against such holder's U.S. federal income tax liability and may entitle the holder to a refund.

If a common unitholder does not timely provide Huixinjia Capital Group, Inc (or the clearing agent or other intermediary, as appropriate) with IRS Form W-9, W-8BEN or similar IRS withholding certificate, as applicable, or such form is not properly completed, Huixinjia Capital Group, Inc may become subject to U.S. backup withholding taxes in excess of what would have been imposed had

Huixinjia Capital Group, Inc received certifications from all investors. Such excess U.S. backup withholding taxes may be treated by Huixinjia Capital Group, Inc as an expense that will be borne by all common unitholders on a pro rata basis (since Huixinjia Capital Group, Inc may be unable to allocate any such excess withholding tax cost to the holders that failed to timely provide the proper U.S.

tax certifications).

FATCA Withholding Requirements

Under FATCA, as well as final regulations and other administrative guidance, the relevant withholding agent may be required to withhold 30% of any interest, dividends and other fixed or determinable annual or periodical gains, profits and income from sources within the United States paid after June 30, 2014 or gross proceeds from the sale of any property of a type which can produce interest or dividends from sources within the United States paid after December 31, 2016 to (i) a foreign financial institution (which for these purposes includes foreign broker-dealers, clearing organizations, investment companies, hedge funds and certain other investment entities) unless such foreign financial institution agrees to verify, report and disclose its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial foreign entity that is a beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements or otherwise qualifies for an exemption from this withholding. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Common unitholders are encouraged to consult their own tax advisers regarding the possible implications of FATCA on their investment in the common units.

Nominee Reporting

Persons who hold an interest, directly or indirectly, in Huixinjia Capital Group, Inc as a nominee for another person are required to furnish to Huixinjia Capital Group, Inc:

(a)the name, address and taxpayer identification number of the beneficial owner and the nominee;

(b)whether the beneficial owner is (1) a person that is not a U.S. person, (2) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing or (3) a tax-exempt entity;

(c)the amount and description of the common units held, acquired or transferred for the beneficial owner; and

(d)specific information including the dates of acquisitions and transfers, means of acquisitions and transfers and acquisition cost for purchases, as well as the amount of net proceeds from sales.

Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and specific information on common units they acquire, hold or transfer for their own account. A penalty of $50 per failure, up to a maximum of $100,000 per calendar year, is imposed by the Code for failure to report that information to Huixinjia Capital Group, Inc The nominee is also required to supply the beneficial owner of the common units with the information furnished to Huixinjia Capital Group, Inc These reporting requirements are in addition to any other reporting requirements under the Code, including any possible FATCA reporting required as discussed above under "— FATCA Withholding Requirements ."

New Legislation or Administrative or Judicial Action

The U.S. federal income tax treatment of common unitholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available.

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The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. No assurance can be given as to whether, or in what form, any proposals affecting Huixinjia Capital Group, Inc or the common unitholders will be enacted. The IRS pays close attention to the proper application of tax laws to corporations. The present U.S. federal income tax treatment of an investment in the common units may be modified by administrative, legislative or judicial interpretation at any time, and any such action may affect investments and commitments previously made. Changes to the U.S. federal income tax laws and interpretations thereof could make it more difficult or impossible to meet the Qualifying Income Exception for Huixinjia Capital Group, Inc to be treated as a corporation that is not taxable as a corporation for U.S. federal income tax purposes affect or cause Huixinjia Capital Group, Inc to change its investments and commitments, affect the tax considerations of an investment in Huixinjia Capital Group, Inc, change the character or treatment of portions of Huixinjia Capital Group, Inc's income (including, for instance, the treatment of carried interest as ordinary income rather than capital gain) and adversely affect an investment in the common units. See "Risk Factors—Risks Related to U.S. Taxation— Legislation has been proposed that, if enacted, would subject us to U.S. federal income tax as a corporation on our net income which would materially increase our U.S. federal income tax liability, could materially reduce the amount available for distribution to common unitholders and would materially alter the tax considerations in connection with an investment, the ownership of and the disposition of our common units" and "Risk Factors—Risks Related to U.S. Taxation—Legislation has been proposed that, if enacted, would tax U.S. and some non-U.S. individual common unitholders with respect to certain of our income and gains at increased rates. If such legislation, or similar legislation, were to be enacted, we could incur a material increase in our income tax liability and a substantial portion of our income and gain could be taxed at a higher rate to U.S. and some non-U.S. individual common unitholders." In addition, statutory changes, revisions to regulations and other modifications and interpretations with respect to the tax laws of the states and other jurisdictions in which Huixinjia Capital Group, Inc operates could result in it or the common unitholders having to pay additional taxes. Huixinjia Capital Group, Inc's organizational documents and agreements permit the board of directors to modify the amended and restated operating agreement from time to time, without the consent of the common unitholders, in order to address certain changes in U.S. federal and state income tax regulations, legislation or interpretation. In some circumstances, such revisions could have a material adverse impact on some or all of the common unitholders.

THE TAX MATTERS RELATING TO Huixinjia CAPITAL GROUP, INC AND THE COMMON UNITHOLDERS ARE EXTREMELY COMPLEX, ARE SUBJECT TO VARYING INTERPRETATIONS AND ARE SUBJECT TO CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. THE MEANING AND IMPACT OF TAX LAWS AND OF PROPOSED CHANGES IN TAX LAW WILL VARY WITH A HOLDER'S PARTICULAR CIRCUMSTANCES.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF ANY INVESTMENT IN THE COMMON UNITS.

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Listing

We intend to apply to list our common units on the NASDAQ under the trading symbol "HXJ"

Pricing of the Offering

Prior to this offering, there has been no public market for our common units. The initial public offering price was determined by negotiations between us and the underwriters. Among the factors considered in determining the initial public offering price were:

•our future prospects and those of our industry in general;

•our revenues, earnings and other financial operating information in recent periods;

•the general condition of the securities markets at the time of this offering;

•an assessment of our management;

•the price-earnings ratios, price revenues ratios, market prices of securities and financial and operating information of companies engaged in activities similar to ours; and • other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common units, or that the common units will trade in the public market at or above the initial public offering price.

FINRA

Because the Financial Industry Regulatory Authority, or FINRA, is expected to view the common units offered hereby as interests in a direct participation program, this offering is being made in compliance with Rule 2310 of the FINRA rules. Investor suitability with respect to the common units should be judged similarly to the suitability with respect to other securities that are listed for trading on a national securities exchange.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the common units may only be made to persons (the "Exempt Investors"), who are:

(a)"sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act; and

(b)"wholesale clients" (within the meaning of section 761G of the Corporations Act),

so that it is lawful to offer the common units without disclosure to investors under Chapters 6D and 7 of the Corporations Act.

The common units applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapters 6D and 7 of the Corporations Act would not be required pursuant to an exemption under both section 708 and Subdivision B of Division 2 of Part 7.9 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapters 6D and 7 of the Corporations Act. Any person acquiring common units must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

169

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area (each, a relevant member state), other than Germany, an offer of securities described in this prospectus may not be made to the public in that relevant member state other than:

•to any legal entity which is a qualified investor as defined in the Prospectus Directive;

•to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the

Issuer for any such offer; or

•in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and includes any relevant implementing measure in each relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of us or the underwriters.

Notice to Prospective Investors in Germany

This prospectus has not been prepared in accordance with the requirements for a securities or sales prospectus under the German

Securities Prospectus Act (Wertpapierprospektgesetz), the German Sales Prospectus Act (Verkaufsprospektgesetz), or the German

Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) nor any other German authority has been notified of the intention to distribute the common units in Germany. Consequently, the common units may not be distributed in Germany by way of public offering, public advertisement or in any similar manner and this prospectus and any other document relating to this offering, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of the common units to the public in Germany or any other means of public marketing. The common units are being offered and sold in Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4 of the German Sales Prospectus Act, and in Section 2 paragraph 11 sentence 2 no. 1 of the German Investment Act. This prospectus is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

This offering of our common units does not constitute an offer to buy or the solicitation or an offer to sell the common units in any circumstances in which such offer or solicitation is unlawful.

Notice to Prospective Investors in Hong Kong

No advertisement, invitation or document relating to the common units has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to common units which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

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Notice to Prospective Investors in the Netherlands

The common units may not be offered or sold, directly or indirectly, in the Netherlands, other than to qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Notice to Prospective Investors in Switzerland

This prospectus is being communicated in Switzerland to a small number of selected investors only. Each copy of this prospectus is addressed to a specifically named recipient and may not be copied, reproduced, distributed or passed on to third parties. The common units are not being offered to the public in Switzerland, and neither this prospectus, nor any other offering materials relating to the common units may be distributed in connection with any such public offering.

We have not been registered with the Swiss Financial Market Supervisory Authority FINMA as a foreign collective investment scheme pursuant to Article 120 of the Collective Investment Schemes Act of June 23, 2006 ("CISA"). Accordingly, the common units may not be offered to the public in or from Switzerland, and neither this prospectus, nor any other offering materials relating to the common units may be made available through a public offering in or from Switzerland. The common units may only be offered and this prospectus may only be distributed in or from Switzerland by way of private placement exclusively to qualified investors (as this term is defined in the CISA and its implementing ordinance).

Notice to Prospective Investors in the United Kingdom

Our corporation may constitute a "collective investment scheme" as defined by section 235 of the Financial Services and Markets Act 2000 ("FSMA") that is not a "recognised collective investment scheme" for the purposes of FSMA ("CIS") and that has not been authorised or otherwise approved. As an unregulated scheme, it cannot be marketed in the United Kingdom to the general public, except in accordance with FSMA. This prospectus is only being distributed in the United Kingdom to, and is only directed at:

(i)

if we are a CIS and are marketed by a person who is an authorised person under FSMA, (a) investment professionals falling within Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) Order 2001, as amended (the "CIS Promotion Order") or (b) high net worth companies and other persons falling within Article 22(2)(a) to (d) of the CIS Promotion Order; or

(ii)

otherwise, if marketed by a person who is not an authorised person under FSMA, (a) persons who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") or (b) Article 49(2)(a) to (d) of the Financial Promotion Order; and

(iii)

in both cases (i) and (ii) to any other person to whom it may otherwise lawfully be made, (all such persons together being referred to as "relevant persons"). The common units are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common units will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of any common units which are the subject of the offering contemplated by this prospectus will only be communicated or caused to be communicated in circumstances in which Section 21(1) of FSMA does not apply to us.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the common units offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the Commission. For further information about us and the common units, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement.

Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the Commission maintains at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the Commission upon the payment of certain fees prescribed by the Commission. You may obtain further information about the operation of the Commission's Public Reference Room by calling the Commission at 1-800-SEC-0330. You may also inspect these reports and other information without charge at the website maintained by the Commission. The address of this website is http://www.sec.gov.

Upon effectiveness of the registration statement, we will become subject to the informational requirements of the Exchange Act and will be required to file reports and other information with the Commission. You will be able to inspect and copy these reports and other information at the public reference facilities maintained by the Commission at the address noted above. You also will be able to obtain copies of this material from the Public Reference Room as described above, or inspect them without charge at the Commission's website. We intend to furnish our common unitholders with annual reports containing combined and consolidated financial statements audited by our independent registered public accounting firm. We maintain a website at http://www.Huixinjiamgmt.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which this prospectus forms a part, and you should not rely on any such information in making your decision whether to purchase our common units.

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INDEX TO FINANCIAL STATEMENTS

Huixinjia Capital Group, Inc:

Report of Independent Registered Public Accounting Firm F-2

Statement of Financial Condition as of December 10, 2013 F-3

Notes to Balance Sheet F-4

Huixinjia Holdings Inc. and Huixinjia Investments LLC:

Report of Independent Registered Public Accounting Firm F-5

Combined and Consolidated Financial Statements—December 31, 2018, 2017 and 2016

Consolidated Statements of Financial Condition as of December 31, 2018, 2017 and 2016 F-6

Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016 F-7

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 F-8

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and 2016 F-9

Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 F-10

Notes to Combined and Consolidated Financial Statements F-11

F-1

Report of Independent Registered Public Accounting Firm

The Management committee of Huixinjia Capital Group, Inc:

We have audited the accompanying statement of financial condition of Huixinjia Capital Group, Inc (the "Company" or "Huixinjia") as of December 10, 2018. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Huixinjia Capital Group, Inc at December 10, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ AJSH & CO LLP

New York, CA

December 21, 2018

F-2

Huixinjia Capital Group, Inc

Statement of Financial Condition

(Dollars in Thousands)

	`2013`
`Assets`
`Cash`	`$1`

December 10,

Partner's Capital

Partner's capital $1

F-3

Huixinjia CAPITAL GROUP, INC

Notes to the Statement of Financial Condition

As of December 10, 2018

1. ORGANIZATION

Huixinjia Capital Group, Inc. (the "Partnership") was formed as a New York Corporation on April 5, 2019. Pursuant to reorganizing into a holding company structure, the Partnership will become a holding company and its sole assets are expected to be an equity interest through wholly owned subsidiary entities in Shenzhen Huixinjia Assets Management in China (collectively, "Huixinjia Assets Management"). The Partnership will be the sole management committee of Huixinjia Assets Management and will operate and control all of the businesses and affairs of Huixinjia Assets Management and, through Huixinjia Assets Management and its subsidiaries, continue to conduct the business now conducted by these subsidiaries is the management committee of the Partnership.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting —The statement of financial condition has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, changes in equity and of cash flows have not been presented in the financial statement because there have been no activities of this entity.

F-4

Report of Independent Registered Public Accounting Firm

The Board of Directors and Members of Huixinjia Capital Group, Inc.:

We have audited the accompanying combined and consolidated statements of financial condition of Huixinjia, Inc. together with their subsidiaries (the "Company"), as of December 31, 2018, 2017 and 2016, and the related combined and consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2018. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined and consolidated financial position of the Company as of December 31, 2018, 2017 and 2016, and the combined and consolidated results of their operations and comprehensive income and their cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

New York, CA

Dec 14, 2018

F-5

Shenzhen Huixinjia Assets Management Co. Ltd

Consolidated Statements of Financial Condition (Amounts in Thousands, Except Share Data)

As of December 31,

F-6

Shenzhen Huixinjia Assets Management Co. Ltd

Consolidated Statements of Operations (Amounts in Thousands)

For the Years Ended December 31,

2013 2012 2011

Revenues
Management fees	$ 375,572 $	249,584 $	185,084
Performance fees	`79,800`	69,491	6,938
Other fees	`23,283`	14,971	14,943


`Total revenues`	478,655	334,046	206,965

Expenses

Compensation and benefits	333,902	288,719	200,784
Performance fee compensation	194,294	267,725	120,451
Consolidated Funds expenses	135,237	116,505	78,102

General, administrative and other expenses 138,464 85,582 68,575

Total expenses

801,897

758,531

467,912

Other income (expense)

Interest and other income

5,996

8,431

5,259

Interest expense (9,475 ) (8,679 ) (5,953 )

Debt extinguishment expense	`(1,862 )`	(3,032 )	(1,183 )
Net realized gain (loss) on investments	`(6,373 )`	6,662	(1,096 )
Net change in unrealized appreciation (depreciation) on investments	`15,095`	(1,670 )	(4,387 )
Interest and other income of Consolidated Funds	1,236,037 1,406,593 1,425,711
Interest expense of Consolidated Funds	(534,431 ) (449,377 ) (327,959 )

Debt extinguishment gain of Consolidated Funds 11,800 — —

Net realized gain on investments of Consolidated Funds

64,382

1,794,412

1,040,530

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

414,714

(1,067,013 )

(917,033 )

Total other income

1,195,883

1,686,327

1,213,889

Income before taxes 872,641 1,261,842 952,942

Income tax expense

59,263

26,154

29,573

Net income 813,378 1,235,688 923,369

Less: Net income attributable to non-controlling interests and redeemable non-

controlling interests in Consolidated Funds

586,771

933,592

790,529

Less: Net income attributable to non-controlling interests and redeemable non-

controlling interests in consolidated subsidiaries

46,125

81,450

35,492


`Net income attributable to controlling interests in consolidated subsidiaries`	$ 180,482 $	220,646 $	97,348

F-7

Shenzhen Huixinjia Assets Management Co. Ltd

Consolidated Statements of Comprehensive Income

(Amounts in Thousands)

For the Years Ended December 31,

2013 2012 2011

Net income

$ 813,378 $1,235,688 $923,369

Other comprehensive income (loss):

`Foreign currency translation adjustments`	`23,228` `7,100 (14,776 )`
`Other comprehensive income`
	`23,228` `7,100 (14,776 )`

Total comprehensive income	836,606 1,242,788 908,593

Less: comprehensive income attributable to non-controlling interests and redeemable interests in

Consolidated Funds 608,601 939,666 776,018

Less: comprehensive income attributable to non-controlling interests and redeemable interests in consolidated subsidiaries

46,479

81,620 35,434

Comprehensive income attributable to controlling interests $ 181,526 $ 221,502 $ 97,141

1. ORGANIZATION AND BASIS OF PRESENTATION

The accompanying combined and consolidated financial statements include the results Shenzhen Huixinjia Assets Management

Co. Ltd, a leading global alternative asset management firm that operates four distinct but complementary investment groups: the Tradable Credit Group, Direct Lending Group, Private Equity Group and Real Estate Group. Information about segments should be read together with Note 16, "Segment Reporting."

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. As such, the Company consolidates (a) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity, including Huixinjia-affiliates and affiliated funds and co-investment entities, for which the Company is the management committee and is presumed to have control, and (b) entities that the Company concludes are variable interest entities ("VIEs"), including Corporations in which the Company has a nominal economic interest and CLOs for which the Company is deemed to be the primary beneficiary.

With respect to the Consolidated Funds, which typically represent Corporations and single member limited liability companies, the Company earns a fixed management fee based on invested capital or a derivation thereof, and a performance fee based upon the investment returns in excess of a stated benchmark or hurdle rate. Additionally, the Company, as the management committee, generally has operational discretion and control, and directors have no substantive rights to impact ongoing governance and operating activities of the fund, including the ability to remove the management committee or liquidate the corporation, also known as kick-out rights. As a result, a fund should be consolidated unless the Company has a less than significant level of equity at risk. To the extent that the Company's equity at risk is less than significant in a given fund and it has no obligation to fund any future losses, the fund is typically considered a VIE as described below. In these cases, the fund investors are generally deemed to be the primary beneficiaries, and the Company does not consolidate the fund. In cases where the Company's equity at risk is deemed to be significant, the fund is generally not considered to be a VIE, and the Company will generally consolidate the fund unless the directors are granted substantive kick-out rights.

F-11

Variable Interest Model. The Company consolidates entities that are determined to be VIEs where the Company is deemed to be the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity's business and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation rules require an analysis to determine whether (i) an entity in which the Company holds a variable interest is a VIE and (ii) the Company's involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give the Company a controlling financial interest. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively; however, if the primary beneficiary is not readily determinable, a quantitative assessment may also be performed. The Company determines whether the Company is the primary beneficiary at the time the Company first becomes involved with a VIE and subsequently reconsiders whether the Company is the primary beneficiary based on certain events and at each reporting date. This analysis requires judgment. These judgments include: (1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties' equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity, (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and (6) estimating cash flows in evaluating which member within the equity group absorbs a majority of the expected losses and hence would be deemed the primary beneficiary.

As of December 31, 2018, 2017 and 2016, assets of consolidated VIEs reflected in the Consolidated Statements of Financial

Condition were $14.2 billion, $14.1 billion and $12.6 billion,

F-12

Shenzhen Huixinjia Assets Management Co. Ltd

Notes to the Consolidated Financial Statements (Continued)

For the Years Ended December 31, 2018, 2017 and 2016

(Dollar Amounts in Thousands, Except Share Data, and As Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

respectively, and are presented within "Assets of Consolidated Funds." As of December 31, 2018, 2017 and 2016, liabilities of consolidated VIEs reflected in the Consolidated Statements of Financial Condition were $13.1 billion, $12.4 billion and $10.7 billion, respectively, and are presented within "Liabilities of Consolidated Funds." The holders of the consolidated VIEs' liabilities do not have recourse to the Company other than to the assets of the consolidated VIEs. The assets and liabilities of the consolidated VIEs are comprised primarily of investment securities and loans payable, respectively. All significant inter-company transactions and balances have been eliminated in consolidation.

Certain funds that have historically been consolidated in the financial statements are no longer consolidated because they were: (a) liquidated as of December 31, 2018, (b) the Company no longer holds a majority voting interest or (c) the Company is no longer deemed to be the primary beneficiary of the VIEs as it has no economic interest, no obligation to absorb losses and no rights to receive benefits from the VIEs.

Equity Appropriated for Consolidated Funds

As of December 31, 2018, 2017 and 2016, the Company consolidated 35, 29 and 24 CLOs, respectively. CLOs are investment vehicles created for the sole purpose of issuing collateralized loan obligations. Upon consolidation, the Company elected the fair value option for eligible liabilities to mitigate accounting mismatches between the carrying value of the assets and liabilities. The Company accounts for the excess in fair value of assets over liabilities upon initial consolidation of funds as an increase in equity appropriated for Consolidated Funds. During 2013, the Company did not acquire any CLO management contracts. During 2017, the Company acquired management contracts for two CLOs which were subsequently consolidated with the Company's results. This consolidation created an additional $27.8 million of equity appropriated for the Consolidated Funds. During 2016, the Company acquired management contracts for six CLOs that resulted in an additional $225.4 million of equity appropriated for the Consolidated Funds.

The loan obligations issued by the CLOs are backed by diversified collateral asset portfolios and by structured debt or equity. In exchange for managing the collateral for the CLOs, the Company earns management fees, including, in some cases, senior and subordinated management fees, and in some cases, contingent performance fees. In cases where the Company earns fees from a fund that it consolidates with the CLOs, those fees have been eliminated as intercompany transactions. At December 31, 2018, 2017 and 2016, the Company held $64.2 million, $46.5 million and $52.0 million of investments in these CLOs, respectively, which represents its maximum exposure to loss. The maximum exposure to loss represents the Company's total investment in these entities. The Company's holdings in these CLOs are generally subordinated to other interests in the entities and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs generally have no recourse against the Company for any losses sustained in the capital structure of each CLO.

Investments in Non-Consolidated Variable Interest Entities

The Company holds interests in certain VIEs that are not consolidated because the Company is not deemed the primary beneficiary. The Company's interest in such entities generally is in the form of direct equity interests and fixed fee arrangements. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. The Company's interests and the Consolidated Funds' interests in these non-consolidated VIEs and their respective maximum exposure to loss relating to non-consolidated VIEs are as follows:

As of December 31,

2018 2017 2016

F-13

Basis of Accounting

The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that the Company's Consolidated Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at fair value and the unrealized appreciation (depreciation) in an investment's fair value is recognized on a current basis in the Consolidated Statements of Operations. Additionally, the Consolidated Funds do not consolidate their majority-owned and controlled investments in portfolio companies. In the preparation of these combined and consolidated financial statements, the Company has retained the specialized accounting guidance for the Consolidated Funds under U.S. GAAP.

All of the investments held and CLO loan obligations issued by the Consolidated Funds are presented at their estimated fair values in the Company's Consolidated Statements of Financial Condition. The excess of the CLO assets over the CLO liabilities upon consolidation is reflected in the Company's Consolidated Statements of Financial Condition as equity appropriated for Consolidated Funds. Net income attributable to the investors in the CLOs is included in net income (loss) attributable to non-controlling interests in consolidated entities in the Consolidated Statements of Operations and equity appropriated for Consolidated Funds in the Consolidated Statements of Financial Condition.

Risks and Uncertainties

In the normal course of business, the Company encounters significant credit and market risk. Credit risk is the risk of default on investments in debt securities, loans and derivatives that result from a borrower's or derivative counterparty's inability or unwillingness to make required or expected payments. Credit risk is enhanced in situations where the Company or a Consolidated Fund is investing in distressed assets or unsecured or subordinate loans or in securities that are a material part of its respective business. Market risk reflects changes in the value of investments due to changes in interest rates, credit spreads or other market factors.

The Company also makes investments outside of the United States. These non-U.S. investments are subject to the same risks associated with U.S. investments as well as additional risks, such as fluctuations in foreign currency exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability, difficulties in managing the investments, potentially adverse tax consequences and the burden of complying with a wide variety of foreign laws.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. These assumptions and estimates require management to exercise judgment in the process of applying the Company's accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on performance fee revenue and performance fee compensation involve a higher degree of judgment and complexity, and these assumptions and estimates may be significant to the combined and consolidated financial statements. Actual results could differ from these estimates and such differences could be material. Certain comparative amounts for prior periods have been reclassified to conform with the current year's presentation.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the identifiable assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Any excess of the purchase consideration over the acquisition date fair value of the net identifiable assets acquired and liabilities assumed is recognized as goodwill. Contingent consideration obligations that are elements of consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.

F-14

F-15

Goodwill and Intangible Assets

The Company's finite-lived intangible assets consist of contractual rights to earn future management fees and performance fees from investment funds it acquires. Finite-lived intangibles are amortized on a straight-line basis over their estimated useful lives, ranging from approximately 1 to 10 years. Finite-lived intangible assets arise from the Company's acquisition of management contracts, which provide the right to receive future fee income. The purchase price is treated as an intangible asset and is amortized over the life of the contracts. Amortization is included as part of general, administrative and other expense in the Consolidated Statements of Operations.

The Company tests goodwill annually for impairment. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company will use a two-step process to evaluate impairment. The first step compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the amount of any potential impairment, compares the implied fair value of the reporting unit with the carrying amount of goodwill.

The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that is more likely than not to reduce the fair value of the reporting unit below its carrying amounts. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company's interpretation of current economic indicators and market valuations, and assumptions about the Company's strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates.

Goodwill is not amortized and is not deductible for income tax purposes.

Non-Controlling Interests in Consolidated Entities

Non-controlling interests in consolidated entities represent the component of equity in consolidated entities attributable to thirdparty investors. These interests are adjusted for management committee allocations and by subscriptions and redemptions in funds that occur during the reporting period. Non-controlling interests related to funds can be subject to quarterly or monthly redemption by investors in these funds following the expiration of a specified period of time (typically one year), or may be withdrawn subject to a redemption fee during the period when capital may not be withdrawn. For directors that have been granted redemption rights in such Consolidated Funds, amounts are presented as redeemable interest in Consolidated Funds within the Consolidated Statements of

Financial Condition. When non-redeemable amounts become contractually payable to investors, they are classified as a liability of the Consolidated Funds in the Consolidated Statements of Financial Condition.

Investments

Investments include (a) investments held by Huixinjia ASSETS MANAGEMENT and (b) investments held by the Consolidated Funds.

Huixinjia ASSETS MANAGEMENT reflects its investments at fair value. The Company has retained the specialized investment company accounting guidance under U.S. GAAP with respect to its investments. Thus, the consolidated investments are reflected in the Consolidated Statements of Financial Condition at fair value, with unrealized appreciation (depreciation) resulting from changes in fair value reflected as a component of net change in unrealized appreciation (depreciation) on investments in the Combined and Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e. the exit price). The Consolidated Funds reflect their investments at fair value. The Company has retained the specialized investment company accounting guidance under U.S. GAAP for the Consolidated Funds. Thus, the consolidated investments are reflected in the Consolidated Statements of Financial Condition at fair value, with unrealized appreciation (depreciation) resulting from changes in fair value reflected as a component of net change in unrealized appreciation (depreciation) on investments in the Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price).

F-16

Cash and Cash Equivalents

Cash and cash equivalents for the Company includes liquid investments in money market funds and demand deposits. Cash and cash equivalents held at Consolidated Funds represent cash that, although not legally restricted, is not available to support the general liquidity needs of the Company, as the use of such amounts is generally limited to the investment activities of the Consolidated Funds. As the servicer to certain real estate investments, certain subsidiaries of the Company collect escrow deposits from borrowers to ensure the borrowers' obligations are met. These escrow deposits are represented as restricted cash and cash equivalents for the Company and are offset by escrow cash liability within accounts payable, accrued expenses and other liabilities in the Consolidated Statements of Financial Condition. Restricted cash for the Consolidated Funds represents cash that is legally segregated according to the underlying fund agreements. At December 31, 2018, 2017 and 2016, the Company had cash balances with financial institutions in excess of Federal Deposit Insurance Corporation insured limits. The Company monitors the credit standing of these financial institutions.

Derivative Instruments

The Company recognizes all derivatives as either assets or liabilities in the Consolidated Statements of Financial Condition and measures them at fair value.

Fixed Assets

Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, and computer hardware and software and are recorded at cost, less accumulated depreciation and amortization.

Management Fees

Management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value ("NAV"), net investment income, total assets or par value of the investment portfolios managed by the Company. The contractual terms of management fees vary by fund structure and investment strategy.

Performance Fees

Performance fees are based on certain specific hurdle rates as defined in the applicable investment management agreements or governing documents. Performance fees are recorded on an accrual basis to the extent such amounts are contractually due.

The Company has elected to adopt Method 2 of ASC 605-20, Revenue Recognition ("ASC 605") for revenue based on a formula.

Under this method, the Company records revenue when it is entitled to performance-based fees, subject to certain hurdles or benchmarks. Performance-based fees are assessed as a percentage of the investment performance of the fund. The performance fees for any period are based upon an assumed liquidation of the fund's net assets on the reporting date, and distribution of the net proceeds in accordance with the fund's income allocation provisions. The performance fees may be subject to reversal to the extent that the performance fees recorded exceed the amount due to the management committee or investment manager based on a fund's cumulative investment returns. As presented below, the terms of performance fees vary by fund structure and investment strategy; furthermore, the Company is not eligible to receive performance fees from every fund that it manages.

Other Fees

The Company also provides administrative services to certain of its affiliated funds that are reported within other fees. These fees are recognized as revenue in the period administrative services are rendered. These fees are generally based on expense reimbursements that represent the portion of overhead and other expenses incurred by certain Operations Management Group professionals directly attributable to the fund, but may also be based on a fund's net asset value, for certain funds domiciled outside the U.S.

Deal fees include special fees such as consulting fees, advisory fees, closing fees, transaction fees and similar fees paid to the Company in connection with portfolio investments of the Consolidated Funds. These fees are specific to particular transactions and the contractual terms of the portfolio investments and are recognized when earned as specified in certain Corporation agreements.

F-16

F-17

Investment Income (Loss)

Investment income (loss) represents the unrealized and realized appreciation (depreciation) resulting from the investments of Huixinjia ASSETS MANAGEMENT and the Consolidated Funds. Investment income (loss) is realized when the Company redeems all or a portion of its investment or when the Company receives cash income, such as dividends or distributions. Unrealized investment income (loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized appreciation (depreciation) at the time an investment is realized.

Performance Fee Compensation

The Company has agreed to pay a portion of the performance fees earned from certain funds, including income from Consolidated Funds that is eliminated in consolidation, to investment and non-investment professionals. Depending on the nature of each fund, the performance fee allocation may be structured as a fixed percentage subject to vesting based on continued employment or service (generally over a period of five years) or as an annual award that is fully vested for the particular year. Other limitations may apply to performance fee allocation as set forth in the applicable governing documents of the fund or award documentation. Performance fee compensation is recognized in the same period that the related performance fee is recognized. Performance fee compensation can be reversed during periods when there is a decline in performance fees that were previously recognized.

Performance fee compensation payable represents the amounts payable to professionals who are entitled to a proportionate share of performance fees in one or more funds. The liability is calculated based upon the changes to realized and unrealized performance fees but not payable until the performance fee itself is realized.

Interest and Other Income

Interest and other income is recognized on an accrual basis to the extent that such amounts are expected to be collected. Interest income earned by the Company was $0.4 million, $2.6 million and $1.8 million for the years ended December 31, 2018, 2017 and 2016, respectively, and is included in interest and other income in the accompanying Consolidated Statements of Operations. For the three years ended December 31, 2018, 2017 and 2016, interest income of the Consolidated Funds was $1.1 billion, $1.3 billion and $1.3 billion, respectively, and is included in interest and other income of Consolidated Funds in the accompanying Consolidated Statements of Operations.

Equity-Based Compensation

Equity-based compensation expense represents expenses associated with the granting of: (a) direct and indirect profit interests in the Company; (b) put options to sell certain interests at a minimum value; and (c) purchase (or call) options to acquire additional membership interests in the Company.

Equity-based compensation expense is determined based on the fair value of the respective equity award on the grant date and is recognized on a straight-line basis over the requisite service period, with a corresponding increase in additional paid in capital. Equitybased compensation expense is adjusted, as necessary, for actual forfeitures so as to reflect expenses only for the portion of the award that ultimately vests. The Company estimated the fair value of the purchase option as of the grant date using an option pricing model.

Equity-based compensation expense is presented within compensation and benefits in the Consolidated Statements of Operations.

Compensation and Benefits

Compensation generally includes salaries and bonuses. Bonuses are accrued over the service period to which they relate. All payments made to the Company's partners are accounted for as distributions on the equity held by such partners rather than as employee compensation.

Income Taxes

A substantial portion of the Company's earnings flow through to owners of the Company without being subject to entity level income taxes. Consequently, a significant portion of the Company's earnings reflects no provision for income taxes except those for foreign, city and local income taxes incurred at the entity level. Because Huixinjia Capital Group is a U.S. corporation, its income is subject to U.S. federal, state and local income taxes and certain of its foreign subsidiaries are subject to foreign income taxes (for which a foreign tax credit can generally offset U.S. corporate taxes imposed on the same income). The Company's tax provision also includes entity level income taxes incurred by certain affiliated funds

Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized as income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current and deferred tax liabilities are reflected on a net basis in the Consolidated Statements of Financial Condition.

The Company analyzes its tax filing positions in all U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, it recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized. The amount of unrecognized tax benefits (UTBs) is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. The Company recognizes both accrued interest and penalties, where appropriate, related to UTBs in general, administrative and other expense.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under U.S. GAAP. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.

Foreign Currency

The U.S. dollar is the Company's functional currency; however, certain transactions of the Company may not be denominated in U.S. dollars. Foreign exchange appreciation (depreciation) arising from these transactions are recognized within interest and other income in the Consolidated Statements of Operations. For the years ended December 31, 2018, 2017 and 2016, the Company recognized $(0.6) million, $0.1 million and $(0.6) million, respectively, in transaction gains (losses) related to foreign currencies revaluation.

In addition, the combined and consolidated results include certain foreign subsidiaries and Consolidated Funds that use functional currencies other than the U.S. dollar. Assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rates as of the reporting date. Income and expense and gain and loss transactions denominated in foreign currencies are translated into U.S. dollars monthly using the average exchange rates during the respective transaction period. Translation adjustments resulting from this process are recorded to foreign currency translation gains (losses) in accumulated other comprehensive income.

Depreciation and Amortization

Depreciation and amortization expense is recognized on a straight-line method over an asset's estimated useful life, which for leasehold improvements is the lesser of the lease terms and the life of the asset, and for other fixed assets is between three and seven years. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other appreciation (depreciation) affecting members' capital that, under U.S. GAAP, are excluded from net income (loss). The Company's other comprehensive income (loss) is comprised of foreign currency translation adjustments.

F-18

F-19

Recent Accounting Pronouncements

In May 2016, FASB issued Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and

Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2016-04"). ASU 2016-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), largely to create a uniform framework to improve the comparability of applying fair value measurements presented and disclosed in financial statements made in accordance with U.S. GAAP and International Financial Reporting Standards. The update clarifies FASB's intent regarding the application of existing requirements, expands the disclosure requirements, and amends certain requirements for measuring fair value to achieve convergence. The Company adopted this guidance as of January 1, 2017, and the adoption did not have a material impact on its financial statements. The Company has included the additional disclosures required by this guidance in Note 5, "Fair Value."

In June 2016, FASB amended its guidance on the presentation of comprehensive income. This guidance eliminates the option to report other comprehensive income and its components in the Consolidated Statements of Changes in Equity. An entity may elect to present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements. Each component of net income and of other comprehensive income needs to be displayed under either alternative. In December 2016, the FASB issued a final standard to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the Consolidated Statements of Operations. The Company has adopted this guidance as of January 1, 2017, and has included a separate statement of comprehensive income for the years ended December 31, 2018, 2017 and 2016 in the accompanying combined and consolidated financial statements.

In September 2016, FASB amended its guidance for testing goodwill for impairment by allowing an entity to use a qualitative approach to test goodwill for impairment. The amended guidance, included in ASU 2016-08, "Testing Goodwill for Impairment" is effective for the Company for its annual reporting periods beginning after December 15, 2016. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2016. The Company adopted this guidance on July 31, 2017, the date of annual impairment testing. The amended guidance did not have a material impact on the Company's financial statements.

In December 2016, FASB amended its guidance for offsetting financial instruments. The amended guidance, included in ASU 2016-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, is effective for the Company for its annual reporting periods beginning on or after January 1, 2013. The amended guidance requires additional disclosure about netting arrangements to enable financial statement users to evaluate the effect or potential effect of such arrangements on an entity's financial position. The adoption of this guidance did not have a material impact on the Company's financial statements.

In January 2013, FASB issued guidance to clarify the scope of disclosures about offsetting assets and liabilities. The amendments clarify that the scope of guidance issued in December 2016 to enhance disclosures around financial instrument and derivative instruments that are either (a) offset or (b) subject to a master netting agreement or similar agreement, irrespective of whether they are offset, applies to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The amendments are effective for interim and annual periods beginning on or after January 1, 2013. The adoption of this guidance did not have a material impact on the Company's financial statements.

In February 2013, FASB issued guidance on reporting amounts reclassified out of accumulated other comprehensive income ("AOCI"), which requires entities to disclose additional information about reclassification adjustments, including changes in AOCI balances by component and significant items reclassified out of AOCI. The guidance is effective for the Company beginning January 1, 2013 and is to be applied prospectively. The adoption of this guidance did not have a material impact on the Company's financial statements.

In June 2013, FASB issued guidance to clarify the characteristics of an investment company and to provide guidance for assessing whether an entity is an investment company. Consistent with existing guidance for investment companies, all investments are to be measured at fair value including non-controlling ownership interests in other investment companies. There are no changes to the current requirements relating to the retention of specialized accounting in the consolidated financial statements of a non-investment company parent. The guidance is effective for interim and annual periods beginning after December 15, 2013 and early application is prohibited. Adoption is not expected to have a material impact on the Company's financial statements.

In July 2013, FASB issued guidance to eliminate the diversity in practice on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. Under the new guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a

deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carry forward, with exceptions as defined. The guidance does not require new recurring disclosures. The guidance applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists at the reporting date. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The guidance should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company is in the process of evaluating the impact that this guidance will have on its combined and consolidated financial statements.

In January 2014, FASB amended its guidance to allow the use of the simplified hedge accounting approach to account for swaps that are entered into for the purpose of economically converting a variable-rate borrowing into a fixed-rate borrowing. Alternatively, that entity may continue to follow the current guidance in ASC Topic 815: Derivatives and Hedging . The amendments in this update allow the swap to be measured at its settlement value instead of fair value when applying the simplified hedge accounting approach. The guidance is effective for interim and annual periods beginning after December 15, 2014. The Company does not expect the adoption of this guidance to have a material impact on its financial statements.

3. GOODWILL AND INTANGIBLE ASSETS

Asset Acquisitions

On July 1, 2010, Shenzhen Huixinjia Assets Management Co. Ltd acquired three collateral management contracts from a U.S. based CLO asset manager ("CLO Manager A") for $4.4 million. The purchase price was recorded as an intangible asset and is allocated pro rata based on the asset bases of the funds and amortized over the lives of the collateral management contracts. The weighted average amortization period was reduced to 54 months due to the impairment recorded in 2013. For the years ended December 31, 2018, 2017 and 2016, amortization expense was $1.6 million of which $0.9 million relates to impairment, $0.5 million, and $0.5 million, respectively, which is included in general, administrative and other expense in the Consolidated Statements of Operations.

On April 19, 2016, Shenzhen Huixinjia Assets Management Co. Ltd acquired a collateral management contract from a Londonbased CLO asset manager ("CLO Manager B") for €8.0 million, or the U.S. dollar equivalent of $11.4 million at the purchase date. Huixinjia London had also recorded acquisition related costs of a total £0.3 million, or the U.S. dollar equivalent of $0.5 million at the purchase date. The purchase price and acquisition costs were recorded as intangible assets and are being amortized over the life of the management fee contract, which is reduced to 64 months due to the impairment recorded in 2013. For the years ended December 31, 2018, 2017 and 2016, amortization expense was $5.6 million of which $4.4 million relates to impairment, $0.9 million and $0.6 million, respectively, which is included in general, administrative and other expense in the Consolidated Statements of Operations.

During the third quarter of 2016 and the second quarter of 2017, Shenzhen Huixinjia Assets Management Co. Ltd acquired five management contracts from a U.S. based CLO asset manager ("CLO Manager C") for $24.5 million under purchase agreements dated April 7, 2016 and April 27, 2017. The purchase price, which was comprised of payments of approximately $15.6 million in 2016 and approximately $9.4 million in 2017, was recorded as an intangible asset. Shenzhen Huixinjia Assets Management Co. Ltd had also recorded a total of $0.6 million acquisition related costs as an intangible asset. These assets are amortized over the lives of the management fee contracts. The weighted average amortization period was reduced to 44 months due to the impairment recorded in 2013. For the years ended December 31, 2018, 2017 and 2016, amortization expense was $14.9 million, of which $11.4 million relates to impairment, $3.4 million and $0.7 million, respectively, which is included in general, administrative and other expense in the Consolidated Statements of Operations.

F-20

F-21

For the Amortization expense associated with intangible assets was $34.4 million, $8.7 million and $2.4 million for the years ended December 31, 2018, 2017 and 2016, respectively, and is presented within general, administrative and other expenses within the Consolidated Statements of Operations.

At December 31, 2018, future annual amortization of finite-lived intangible assets for the years ending 2014 through 2018 is estimated to be:

Year Amortization

2016	$	8,634
2017		5,353
2018		3,063

During 2013, the Company evaluated for impairment certain intangible assets associated with acquired contractual rights to earn future management fees and performance fees in its Tradable Credit Group. The Company determined the fair value of these intangibles based on expected future cash flow of the contracts. In 2018, the reduction in useful lives of the contracts as well as the change in the discount rate reduced expected future cash flow. As a result, the Company recorded an impairment of $17.6 million to reduce the carrying value of the intangibles to their estimated fair value.

Investments held in the Consolidated Funds are summarized below:

Fair value as a percentage of total investments at

Fair value at December 31, December 31,

2018 2017 2016 2018 2017 2016

China:

Fixed income securities:

Consumer discretionary	$	4,146,611 $ 6,092,986 $	6,938,166 20.0 % 27.9 % 32.5 %
Consumer staples		`338,735` `327,374`	355,670 1.6 % 1.5 % 1.7 %
Energy		`535,857` `428,522`	527,169 2.6 % 2.0 % 2.5 %
Financials		`544,879` `469,049`	215,996 2.6 % 2.2 % 1.0 %
Healthcare, education and childcare		1,176,418 1,435,325	1,103,134 5.6 % 6.6 % 5.2 %

Industrials 2,038,390 2,023,982 1,763,422 9.8 % 9.2 % 8.3 %

Information technology	`542,377` `804,450`	499,916 2.6 % 3.7 % 2.3 %
Materials	`463,864` `459,201`	628,864 2.2 % 2.1 % 2.9 %
Telecommunication services	1,153,691 1,098,503	1,075,640 5.5 % 5.1 % 5.0 %
Utilities	`222,410` `325,782`	322,661 1.1 % 1.5 % 1.5 %

Total fixed income securities (cost: $11,071,982, $13,457,320 and $13,628,260 at December 31, 2018, 2017 and 2016,

respectively)

$11,163,232 $ 13,465,174 $13,430,638 53.6 % 61.8 % 62.9 %

Equity securities:

Consumer discretionary	2,505,521 1,743,884		1,575,098 12.1 % 8.0 % 7.5 %
Consumer staples	201,059	146,169	— 1.0 % 0.7 % —
Energy	193,946	158,717	157,220 1.0 % 0.7 % 0.7 %
Financials	6,172	152,397	157,976 0.0 % 0.7 % 0.7 %
Healthcare, education and childcare	296,817	278,500	132,871 1.5 % 1.3 % 0.6 %

Industrials 134,544 167,629 240,386 0.6 % 0.8 % 1.1 %

Materials	`31`	21	391,418 0.0 % 0.0 % 1.8 %
Telecommunication services	`51,921`	43,136	107,901 0.2 % 0.2 % 0.5 %
`Utilities`	`—`	—	98,054 — — 0.5 %

Total equity securities (cost: $2,733,448, $2,525,796, and

$1,980,838 at December 31, 2018, 2017 and 2016, respectively) $ 3,390,011 $ 2,690,453 $ 2,860,924 16.4 % 12.4 % 13.4 %

F-21

Fair value as a percentage of

total investments

Fair value at December 31, December 31,

2018 2017 2016 2018 2017 2016

Europe:
Fixed income securities:
Consumer discretionary	$ 1,858,364 $ 1,650,419 $ 1,645,961 8.9% 7.6% 7.8%
Consumer staples	175,440	144,198	170,491 0.8% 0.7% 0.8%
Energy	`4,906`	9,215	33,239 0.0% 0.0% 0.2%
Financials	322,355	180,730	100,716 1.5% 0.8% 0.5%
Healthcare, education and childcare	410,726	325,224	343,676 2.0% 1.5% 1.6%
Industrials	485,243	528,267	536,050 2.3% 2.4% 2.5%
Information technology	140,976	147,744	48,617 0.7% 0.7% 0.2%
Materials	328,867	211,702	132,935 1.6% 1.0% 0.6%
Telecommunication services	944,800	883,525	711,583 4.5% 4.1% 3.3%

Utilities 37,001 49,532 27,472 0.2% 0.2% 0.1%

Total fixed income securities (cost: $4,747,808, $4,303,168 and $4,221,103 at December 31, 2018,

2017 and 2016, respectively) $ 4,708,678 $ 4,130,557 $ 3,750,740 22.5% 19.0% 17.6%

Equity securities:

Consumer discretionary	10,686	601	19,980 0.1% 0.0% 0.1%
Consumer staples	668	—	494 0.0% — —
Financials	—	—	1,903 — — 0.0%
Healthcare, education and childcare	28,607	9,212	21,135 0.1% 0.0% 0.1%
Industrials	8,595	11,058	— 0.0% 0.1% —
Information technology	—	43	— — 0.0% —
Materials	773	13,446	209 0.0% 0.1% 0.0%

Telecommunication services 1,524 2,279 — 0.0% 0.0% —

Total equity securities (cost: $83,277, $52,885 and $46,560 at December 31, 2018, 2017 and 2016,

respectively)

50,853

36,639

43,721

0.2

United States:

Fixed income securities:
Consumer discretionary	$	43,538 $	70,881 $	35,252 0.2% 0.3% 0.2%
Energy		—	127	272 — 0.0% 0.0%

Financials 456,463 452,259 797,323 2.2% 2.1% 3.7%

Healthcare, education and childcare	14,556	22,756	28,652 0.1% 0.1% 0.1%
Information Technology	22,012	—	— 0.1% —	—
Materials	15,885	—	— 0.1% —	—
Telecommunication services	81,978	70,311	— 0.4% 0.3%	—

Total fixed income securities (cost: $593,188, $549,670 and $824,639 at December 31, 2018, 2017

and 2016, respectively)

634,432

616,334

861,499

3.1

2.8

4.0

Equity securities:

Consumer staples	77,572	—	— 0.4% — —
Financials	—	6,011	— — 0.0% —
Healthcare, education and childcare	23,493	23,493	23,493 0.1% 0.1% 0.1%
Materials	52,947	56,948	69,586 0.3% 0.3% 0.3%
Utilities	4,724	—	— 0.0% — —

Total equity securities (cost: $135,631, $81,544 and $76,439 at December 31, 2018, 2017 and

2016, respectively) $ 158,736 $ 86,452 $ 93,079 0.8% 0.4% 0.4%

F-22

Fair value as a percentage of total investments at

Fair value at December 31, December 31,

		`2018`		`2017`		`2016`	2018	2017	2016
`Canada:`
`Fixed income securities:`
`Consumer discretionary`	$	121,132	$	142,757	$	93,490	0.6%	0.7%	0.4 %
`Energy`		87,469		174,841		66,903	0.4%	0.8%	0.3 %
`Healthcare, education and childcare`		104,464		59,989		—	0.5%	0.3%	—
`Industrials`		16,331		22,431		7,007	0.1%	0.1%	0.0 %
`Materials`		—		2		2,633	—	0.0%	0.0 %

Telecommunication services 142,374 126,624 78,324 0.7% 0.6% 0.4 %


Total fixed income securities (cost: $480,231, $535,229 and $246,124 at December 31, 2018, 2017 and 2016, `respectively)`	$	471,770 $	526,644 $	248,357	`2.3%`	2.5%	1.1 %

892

Equity securities:

Consumer discretionary

1,043

3,725

0.0

Energy

51,187

55,762

50,755

0.2

0.3

0.2

Total equity securities (cost: $75,256, $62,784 and $57,761 at December 31, `2018, 2017 and 2016, respectively)`	$		52,079 $			56,805 $			54,480		`0.2%`		0.3%		0.2 %


`Australia:`
`Fixed income securities:`
`Consumer discretionary`		$		203	$		—	$		—		0.0%		—		—
`Industrials`				99,376			78,784			10,074		0.5%		0.4%		0.0 %

Telecommunication services — 24,091 18,103 — 0.1% 0.1 %

`Utilities`	`68,513`	13,481	12,108	`0.3%`	0.1%	0.1 %

Total fixed income securities (cost:

$169,831, $121,013 and $45,302 at

December 31, 2018, 2017 and 2016,

respectively) $ 168,092 $ 116,356 $40,285 0.8% 0.6% 0.2 %


`Equity Securities:`

Telecommunication services 16,102 — — 0.1% — —

`Utilities`	`9,353`	9,570	7,516	`0.0%`	0.0%	0.0 %

Total equity securities (cost: $30,140, $13,382 and $13,382 at

December 31, 2018, 2017 and 2016,

respectively) $ 25,455 $ 9,570 $7,516 0.1% 0.0% 0.0 %

Total fixed income securities

17,146,204 $

18,855,064 $

18,331,519

82.3%

86.7%

85.8 %

Total equity securities $ 3,677,134 $ 2,879,919 $3,059,720 17.7% 13.3% 14.2 %

Securities sold short, at fair value	$	(1,633 ) $	(18,847 ) $	`—`

At December 31, 2018, 2017 and 2016, no single issuer or investment, including derivative instruments and underlying portfolio investments of the Consolidated Funds, had a fair value that exceeded 5.0% of the Company's total consolidated assets.

F-23

5. FAIR VALUE

U.S. GAAP establishes a hierarchal disclosure framework which prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.

Financial assets and liabilities measured and reported at fair value are classified as follows:

•Level I —Quoted unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement.

observable. Level II inputs include prices in markets for which there are few transactions, prices that are not current, prices for which little public information exists or prices that vary substantially over time or among brokered market makers. Other inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates.

•Level III— Model-derived valuations for which one or more significant inputs are unobservable. These inputs reflect the Company's assessment of the assumptions that market participants use to value the investment based on the best available information.

In some instances, an instrument may fall into different levels of the fair value hierarchy. In such instances, the instrument's level within the fair value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair value measurement. The Company's assessment of the significance of an input requires judgment and considers factors specific to the instrument. The Company accounts for the transfer of assets into or out of each fair value hierarchy level as of the beginning of the reporting period.

Investment / Liability Valuations

The valuation techniques used by the Company to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation techniques applied to the Consolidated Funds and Huixinjia ASSETS MANAGEMENT vary depending on the nature of the investment.

CLO loan obligations: The Company has elected the fair value option to measure the CLO loan obligations at fair value as the Company has determined that measurement of the loan obligations issued by the CLOs at fair value better correlates with the value of the assets held by the CLOs, which are held to provide the cash flows for the note obligations.

The fair value of CLO liabilities is estimated based on various valuation models of third party pricing services as well as internal models. The valuation models generally utilize discounted cash flows and take into consideration prepayment and loss assumptions, based on historical experience and projected performance, economic factors, the characteristics and condition of the underlying collateral, comparable yields for similar securities and recent trading activity. These securities are classified as Level III.

Corporate debt, bonds, bank loans, securities sold short and derivative instruments: The fair value of corporate debt, bonds, bank loans, securities sold short and derivative instruments is estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs. These investments are generally classified within Level II. The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. If the pricing services are only able to obtain a single broker quote or utilize a pricing model, such securities will be classified as Level III. If the pricing services are unable to provide prices, the Company will attempt to obtain one or more broker quotes directly from a dealer, price such securities at the last bid price obtained and classify such securities as Level III.

Equity and equity-related securities: Securities traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. Securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II.

F-24

Partnership interests: In accordance with ASU 2009-12 , Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent), the Company generally values its investments using the net asset value per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value or estimates based on various valuation models of third-party pricing services, as well as internal models. Such valuations are classified as Level II to the extent the investments are currently redeemable; if the investments are subject to a lock-up period, they are classified as Level III.

Certain investments of Huixinjia Assets Management and the Consolidated Funds are valued at NAV per share of the fund. In limited circumstances, the Company may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP. However, for the years ended December 31, 2018, 2017 and 2016, the Company believes that NAV per share represents the fair value of the investments.

The substantial majority of the Company's commingled funds are closed-ended, and accordingly, do not permit investors to redeem their interest other than in limited circumstances that are beyond the control of the Company, such as instances in which retaining the Corporation interest could cause the director to violate a law, regulation or rule. Investors in open-ended and evergreen funds generally have the right to withdraw their capital, subject to the terms of the respective Corporation agreements, over periods ranging from one month to three years. In addition, separately managed investment vehicles for a single investor may allow such investors to terminate the fund at the discretion of the investor pursuant to the terms of the applicable constituent documents of such vehicle.

A side pocket can be used by funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restrictions. For each of the periods presented, the Company did not have any side pockets for any of the funds.

In the absence of observable market prices, the Company values Level III investments using consistent valuation methodologies, typically market- or income-based approaches. The main inputs into the Company's valuation model for Level III securities include earnings multiples (based on the historical earnings of the issuer) and discounted cash flows. The Company may also consider original transaction price, recent transactions in the same or similar instruments, completed third-party transactions in comparable instruments and other liquidity, credit and market risk factors. The quarterly valuation process for Level III investments begins with each investment or loan being valued by the investment or valuation teams. The valuations are then reviewed and approved by the valuation committee, which consists of senior members of the investment team and other senior managers. All Level III investment values are ultimately approved by the valuation committees and designated investment professionals. For certain investments, the valuation process also includes a review by independent valuation parties, at least annually, to determine whether the fair values determined by management are reasonable. Results of the valuation process are evaluated each quarter, including an assessment of whether the underlying calculations should be adjusted. In connection with this process, the Company evaluates changes in fair-value measurements from period to period for reasonableness, considering items such as industry trends, general economic and market conditions and factors specific to the investment.

Certain Level III assets are valued using prices obtained from brokers or pricing vendors. The Company obtains an average of one to two broker non-binding quotes. The Company seeks to obtain at least one quote directly from a broker making a market for the asset and one price from a pricing vendor for each security or similar securities. These investments are classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustment for investment-specific factors or restrictions. Generally, the Company does not adjust any of the prices received from these sources but material prices are reviewed against the Company's valuation models with a limited exception for securities that are deemed to have no value. The Company evaluates the prices obtained from brokers and pricing vendors based on available market information, including trading activity of the subject or similar securities or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Company may also perform back-testing of valuation information obtained from brokers and pricing vendors against actual prices received in transactions to validate pricing discrepancies. In addition to on-going monitoring and backtesting, the Company performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process and to ensure compliance with required accounting disclosures.

F-25

Fair Value of Financial Instruments Held by the Company and Consolidated Funds

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of December 31, 2018:

Investments of the Company

Level I Level II Level III Total

Investments, at fair value
Equity securities	$	89 $	`—` `$`	`— $`	89
Bonds		—	1,172	—	1,172
Partnership interests		—	—	88,177	88,177


`Total investments, at fair value`		89		1,172		88,177		89,438
Derivative assets, at fair value
Forward foreign currency contracts		—		247		—		247
`Purchased option contracts`		—		917		—		917

`Total derivative assets, at fair value`		—		1,164		—		1,164
`Total`	`$`	89	$	2,336	$	88,177	$	90,602
`Total`

Derivative liabilities, at fair value
Forward foreign currency contracts		—	$	(1,653 )		—	$	(1,653)
`Interest rate contracts`		—		(1,254 )		—		(1,254)
Total derivative liabilities, at fair value
	`$`	—	$	(2,907 )	$	—	$	(2,907)

F-26

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

December 31, 2018:

Investments of Consolidated Funds

Level I Level II Level III

Investments, at fair value
Equity securities	$	166,535 $	482,568	$	2,958,232 $	3,607,335
Bonds		—	1,576,942		2,052,984	3,629,926
Loans		—	11,868,584		1,058,635	12,927,219
Collateralized loan obligations		—	65,405		515,534	580,939
Partnership interests		—	—		41,001	41,001
`Other`		—	34,546		2,372	36,918

Total investments, at fair value 166,535 14,028,045 6,628,758 20,823,338

Derivative assets, at fair value
Interest rate contracts	`—`	8	`—`	8
Credit contracts	`—`	2,651	`—`	2,651
Equity contracts	`—`	179	`—`	179
Foreign exchange contracts	`—`	8,652	`—`	8,652
`Other financial instruments`	`—`	—	`3,135`	3,135

Total derivative assets, at fair value	`—`	11,490	`3,135`	14,625

Total $166,535 $ 14,039,535 $ 6,631,893 $ 20,837,963

`Derivative liabilities, at fair value`
`Forward foreign currency contracts`	$	—	$	(38,594 )	$	(899 )	$	(39,493 )
`Written options`		—		(34 )		—		(34 )
`Credit contracts`		—		(25,754 )		(1,633 )		(27,387 )

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

`Interest rate swaps`		—		(3,703 )		(371 )		(4,074 )
`Other financial instruments`		—		(175 )		(3,952 )		(4,127 )


Total derivative liabilities, at fair value $	— $	(68,260 )	$	(6,855 ) $	(75,115 )
`Loan obligations of CLOs`	—	—		(11,534,956 )	(11,534,956 )
`Securities sold short, at fair value`	—	(1,633 )		—	(1,633 )

Total liabilities $— $ (69,893 ) $ (11,541,811 ) $ (11,611,704 )

F-27

December 31, 2017:

Investments of the Company

Level I Level II Level III

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

Investments, at fair value
Equity securities	$	82,888 $	— $	— $	82,888
Bonds		—	—	1,170	1,170
Partnership interests		—	—	21,695	21,695


`Total investments, at fair value`	`82,888`	—	22,865	105,753
Derivative assets, at fair value
Forward foreign currency contracts	`—`	161	—	161

Purchased option contracts — 1,406 — 1,406

Total derivative assets, at fair value

—

1,567

—

1,567

Total $82,888 $ 1,567 $ 22,865 $ 107,320

Derivative liabilities, at fair value
Forward foreign currency contracts	`—`	$	(1,348 )	—	$	(1,348 )
`Interest rate contracts`	`—`		(2,436 )	—		(2,436 )

Total derivative liabilities, at fair value $— $ (3,784 ) $ — $ (3,784 )

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

F-28

December 31, 2017:

Investments of Consolidated Funds

Level I Level II Level III

Investments, at fair value
Equity securities	$	436,197 $	462,508 $	1,978,138 $	2,876,843
Bonds		—	1,820,045	2,491,547	4,311,592
Loans		—	13,093,003	973,345	14,066,348
Collateralized loan obligations		—	—	455,559	455,559
Partnership interests		—	—	6,177	6,177
`Other`		—	16,044	2,420	18,464

Total investments, at fair value 436,197 15,391,600 5,907,186 21,734,983

Derivative assets, at fair value
Interest rate contracts	—	4,224	2,977	7,201
Credit contracts	—	3,829	12,209	16,038
Equity contracts	—	468	—	468
`Foreign exchange contracts`	—	903	3,208	4,111

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

Total derivative assets, at fair value
		—		9,424		18,394		27,818

`Total`	$	436,197	$	15,401,024	$	5,925,580	$	21,762,801
Derivative liabilities, at fair value
Derivative liabilities, at fair value
Forward foreign currency contracts	$	—	$	(10,017 )	$	(3,186 )	$	(13,203 )
Written options		—		(23,457 )		(11,741 )		(35,198 )
Credit contracts		—		(391 )		—		(391 )
Interest rate swaps		—		(9,989 )		—		(9,989 )
`Other financial instruments`		—		—		(685 )		(685 )
Total derivative liabilities, at fair value
Total derivative liabilities, at fair value	$	—	$	(43,854 )	$	(15,612 )	$	(59,466 )
Loan obligations of CLOs		—		—		(9,422,570 )		(9,422,570 )
Securities sold short, at fair value		—		(18,847 )		—		(18,847 )

Total liabilities

— $

(62,701 ) $

(9,438,182 ) $

(9,500,883 )

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

F-29

December 31, 2016:

Investments of the Company

Level I Level II Level III

Investments, at fair value
Investments:
Equity securities	$	44,186 $	— $	6,437 $	50,623
Partnership interests		—	—	31,372	31,372


`Total investments, at fair value`	`44,186`	`—`	37,809	81,995
Derivative assets, at fair value
Forward foreign currency contracts	`—`	`72`	—	72

Purchased option contracts — 2,366 — 2,366

Total derivative assets, at fair value

—

2,438

—

2,438

Total $44,186 $ 2,438 $37,809 $ 84,433

Derivative liabilities, at fair value

Interest rate contracts		—	(139 )	—	(139 )

Total derivative liabilities, at fair value

—

(139 )

—

(139 )

The table below summarizes the valuation of investments and other financial instruments by fair value hierarchy levels as of

Total

F-30

Investments of Consolidated Funds

Level I Level II Level III Total

Investments, at fair value
Equity securities	$	1,491,425 $	200,115 $	1,286,776	$	2,978,316
Bonds		1,887	2,399,810	3,624,783		6,026,480
Loans		—	11,083,626	919,829		12,003,455
Collateralized loan obligations		—	—	352,124		352,124
Other		20,420	7,491	2,953		30,864


Total investments, at fair value	`1,513,732`	13,691,042	6,186,465	`21,391,239`

Derivative assets, at fair value

Interest rate contracts	—	13,334	6,842	`20,176`
Credit contracts	—	32,096	—	`32,096`
Equity contracts	—	192	—	`192`
Foreign exchange contracts	—	1,302	6,166	`7,468`
Other financial instruments	—	—	823	`823`


Total derivative assets, at fair value	—	46,924	13,831	60,755

Total

1,513,732 $

13,737,966 $

6,200,296

21,451,994

Derivative liabilities, at fair value
Interest rate contracts	`—`	(26,708 )	—	`(26,708`
Credit contracts	`—`	(33,591 )	—	`(33,591`
Foreign exchange contracts	`—`	(1,303 )	—	`(1,303`

)

Total derivative liabilities, at fair

value $— $ (61,602 ) $ — $ (61,602)

Loan obligations of CLO

—

(8,172,612

)

(8,172,612

)


Total liabilities	$	— $	(61,602 ) $	(8,172,612 ) $	(8,234,214)

F-31

The following tables set forth a summary of changes in the fair value of the Level III investments for the year ended December 31, 2018:

For the Year Ended

December 31, 2018 Investments of Huixinjia Assets

Management

Fixed Partnership

Income Interests Total

`Balance, beginning of period`	$ 1,170 $ 21,695 $ 22,865
`Transfer out`	`(1,170 )` `— (1,170 )`
`Purchases`	`— 51,329 51,329`
`Sales`	`— (2,447) (2,447 )`

Realized and unrealized appreciation (depreciation), net

— 17,600 17,600

Balance, end of period $— $ 88,177 $ 88,177

Changes in unrealized appreciation (depreciation) included in earnings related to financial

assets still held at the reporting date

— $ 16,816 $ 16,816

For the Year Ended December 31, 2018

Investments of Consolidated Funds

Other

Equity Partnership Financial

Securities Fixed Income Interests Instruments Total

Balance, beginning of period	$ 1,978,138 $ 3,920,451 $	`6,177 $` `5,202 $ 5,909,968`
Initial consolidation of new funds	`—` `29,570`	`—` `—` `29,570`
Transfer in	`74,438 237,312`	`—` `(29 )` `311,721`
Transfer out	(52,573 ) (249,763 )	`—` `—` `(302,336 )`
Purchases	555,589 1,313,850 3	4,369 1,135 1,904,943
Sales	(43,695 ) (1,704,939 )	(851 ) (23,743 ) (1,773,228 )
Accrued discounts/premiums	`—` `27,149`	`—` `88` `27,237`

Realized and unrealized appreciation (depreciation), net

446,335

53,523

1,306

15,999

517,163

Balance, end of period

2,958,232

3,627,153

41,001

,348

)

6,625,038

��

F-32

The following tables set forth a summary of changes in the fair value of the Level III investments for the year ended December 31, 2017:

For the Year Ended December 31, 2017

7,470

Changes in unrealized appreciation (depreciation) included in earnings related to

financial assets still held at the reporting date

19 $

— $

2,443 $

2,462

For the Year Ended December 31, 2017

Investments of Consolidated Funds

Other

Equity Partnership Financial

Securities Fixed Income Interests Instruments Total

Balance, beginning of period

$ 1,286,776 $ 4,896,736 $

— $ 16,784 $ 6,200,296

Transfer in			`— 191,736`	`— (1,212 )` `190,524`
Transfer out			(38,110 ) (312,013 )	`—` `—` `(350,123 )`

Acquired funds — 105 — — 105

Purchases	1,104,403 1,165,034		6,335	9,828	2,285,600
Sales	(672,823 ) (2,457,678 )		—	(2,028 )	(3,132,529 )
Accrued discounts/premiums	`—` `35,205`		—	(24 )	35,181
`Realized and unrealized appreciation (depreciation), net`	297,892 401,326		(158 )	(18,146 )	680,914

Balance, end of period	$ 1,978,138 $ 3,920,451	$	6,177 $	5,202 $ 5,909,968

$ (11,197 ) $

46,247

$ (6,630 ) $ 64,232 $ (158

Changes in unrealized appreciation (depreciation) included in earnings related to financial assets still held at the reporting date )

F-33

The following tables set forth a summary of changes in the fair value of the Level III investments for the year ended December 31, 2016

For the Year Ended December 31,

2016

Investments of Huixinjia Assets

Management

Equity Partnership

Securities Interests Total

Balance, beginning of period	`$` `— $ 22,455 $ 22,455`
Purchases	6,600 17,928 24,528
Sales	`— (12,337 ) (12,337 )`
Realized and unrealized appreciation (depreciation), net	`(163) 3,326` `3,163`


Balance, end of period	$ 6,437 $ 31,372 $ 37,809

Changes in unrealized appreciation (depreciation) included in earnings related to financial

(163

)

,530

)

,693

)

assets still held at the reporting date

For the Year Ended December 31, 2016

Investments of Consolidated Funds

Other

Equity Fixed Partnership Financial

Securities Income Interests Instruments Total

Balance, beginning of period	$ 1,748,447 $ 4,488,861 $ 15,559 $	(5,920 ) $ 6,246,947
Initial consolidation of acquired funds	`— 265,753 4,828`	`(179 )` `270,402`
Transfer in	`1,704 327,213` `—`	`9,615` `338,532`

Transfer out (695,906 ) (471,231 ) — 13,284 (1,153,853 )

Acquired funds	`—` `(1,140 )` `—` `—` `(1,140 )`
Purchases	`330,701 1,321,720` `— 22,394 1,674,815`
Sales	(109,853 ) (1,157,888 ) (18,740 ) (19,713 ) (1,306,194 )
Accrued discounts/premiums	`348` `59,342` `—` `—` `59,690`
Realized and unrealized appreciation (depreciation), net	`11,335` `64,106 (1,647 ) (2,697 )` `71,097`

F-34

Total realized and unrealized appreciation (depreciation) recorded for Huixinjia's Level III investments are included in net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments in the Consolidated Statements of Operations, respectively.

Total realized and unrealized appreciation (depreciation) recorded for the Consolidated Funds' Level III investments are included in net realized gain (loss) on investments of Consolidated Funds and net change in unrealized appreciation (depreciation) on investments of Consolidated Funds in the Consolidated Statements of Operations, respectively.

The Company recognizes transfers between the levels as of the beginning of the period. Transfers out of Level III were generally attributable to certain investments that experienced a more significant level of market activity during the period and thus were valued using observable inputs either from independent pricing services or multiple brokers. Transfers into Level III were generally attributable to certain investments that experienced a less significant level of market activity during the period and thus were only able to obtain one quote from a broker or independent pricing service. There were no significant individual transfers between Level I and Level II for the years ended December 31, 2018, 2017 and 2016.

The following table sets forth a summary of changes in the fair value of the Level III investments for the CLO loan obligations for the years ended December 31, 2018, 2017 and 2016:

For the Years Ended December 31,

	2013		2012			`2011`
`Balance, beginning of period`	$	9,422,570	$	8,172,612	$	6,637,568

Equity appropriated for Consolidated Funds 3,309,986 1,582,740 2,512,407

Borrowings	79,859	25,749	`108,870`
Paydowns	(1,511,971 )	(1,256,031)	`(1,169,812 )`
Issuances	—	—	`11,354`
Realized and unrealized gains, net	234,512	897,500	`72,225`

$

Balance, end of period

11,534,956

9,422,570

8,172,612

The following tables summarize the quantitative inputs and assumptions used for the Company's Level III inputs as of December 31, 2018:

Shenzhen Huixinjia Assets Management Co. Ltd

As of December 31, 2018

`Investments`		`Fair Value`	`Valuation Technique(s)`	`Unobservable Input(s)`	Range
`Assets`
Partnership interests	$	88,177	`NAV`	`N/A`	N/A

Total

88,177

F-35

6. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, Huixinjia Assets Management and the Consolidated Funds use various types of derivative instruments primarily to mitigate against credit and foreign exchange risk. The derivative instruments held by these funds do not qualify for hedge accounting under the accounting standards for derivatives and hedging. The Company recognizes all of its derivative instruments at fair value as either assets or liabilities in the Consolidated Statements of Financial Condition. In accordance with ASC 815, changes in the fair value of derivative instruments are included in net change in unrealized gain (loss) on investments in the

Consolidated Statements of Operations. The Company does not designate its derivatives as hedging instruments in accordance with ASC 815.

The Company is exposed to certain risks relating to its ongoing operations; the primary risks managed by using derivative instruments are credit risk and foreign exchange risk. The Company's derivative instruments include warrants, currency options, purchased options, interest rate swaps and credit default swaps and forward contracts.

By using derivatives, the Company is exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, the Company's counterparty credit risk is equal to the amount reported as a derivative asset on the Company's Consolidated Statements of Financial Condition. The amounts reported as a derivative asset are derivative contracts in a gain position, and to the extent subject to legally enforceable master netting arrangements, net of derivatives in a loss position with the same counterparty and cash collateral received. The Company minimizes counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. To the extent the master netting arrangements and other criteria meet the applicable requirements, including determining the legal enforceability of the arrangements, it is the Company's policy to present derivative balances and related cash collateral amounts net within the Consolidated Statements of Financial Condition.

Qualitative Disclosures of Derivative Financial Instruments

Following is a description of the significant derivative instruments utilized by Huixinjia Assets Management and the Consolidated Funds during the reporting periods.

Forward Foreign Currency Contracts

The Company enters into foreign currency forward exchange contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated cash flow. When entering into a forward currency contract, the Company agrees to receive and/or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected in the Consolidated Statements of Financial Condition. The Company bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. In addition, the potential inability of the counterparties to meet the terms of their contracts poses a risk to the Company.

Interest Rate Swaps

Huixinjia Assets Management and the Consolidated Funds enter into interest rate swap contracts to mitigate their interest rate risk exposure. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in two interest rates, applied to the notional principal amount for a specified period. The payment flows are generally netted, with the difference being paid by one party to the other. The interest rate swap contracts effectively mitigate the Company's exposure to interest rate risk by converting a portion of the Company's floating-rate debt to a fixed-rate basis.

The interest rate swaps are marked-to-market based upon quotations from pricing services or by the Company and the change in value, if any, is recorded as a net change in unrealized appreciation (depreciation) on investments until settlement at which time the Company records net realized gain (loss) on investment in the Consolidated Statements of Operations.

Credit Default Swaps

F-46

The Consolidated Funds enter into credit default swap contracts for investment purposes and to manage credit risk. As a seller in a credit default swap contract, a Consolidated Fund is required to pay the notional or other agreed-upon value to the counterparty in the event of a default by a third party, either a U.S. or foreign corporate issuer (or an index of U.S. or foreign corporate issuers), on the referenced debt obligation. In return, the Consolidated Fund receives from the counterparty a periodic stream of payments over the term of the contract, provided that no event of default has occurred, and has no payment obligations. Such payments are accrued daily and accounted for as net realized gain (loss) in the Consolidated Statements of Operations.

The Consolidated Funds may also purchase credit default swap contracts to mitigate the risk of default by debt securities held. In these cases, the Consolidated Fund functions as the counterparty referenced in the preceding paragraph. As a purchaser of a credit default swap contract, the Consolidated Fund receives the notional or other agreed upon value from the counterparty in the event of default by a third party, either a U.S. or foreign corporate issuer (or an index of U.S. or foreign corporate issuers) on the referenced debt obligation. In return, the Consolidated Fund makes periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such payments are accrued daily and accounted for as realized loss in the Consolidated Statements of Operations.

Entering into credit default swaps exposes the Consolidated Funds to credit, market and documentation risk in excess of the related amounts recognized on the Consolidated Statements of Financial Condition. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligations to perform or disagree as to the meaning of the contractual terms in the agreements, and that there will be unfavorable changes in net interest rates.

The credit default swaps are marked-to-market daily based upon quotations from pricing services and the change in value, if any, is recorded as a net change in unrealized appreciation (depreciation) on investments in the Consolidated Statements of Operations.

Quantitative Disclosures of Derivative Financial Instruments

The following tables identify the fair value and notional amounts of derivative contracts by major product type on a gross basis for Huixinjia Assets Management and the Consolidated Funds as of December 31, 2018, 2017 and 2016, which amounts may be offset to the extent that there is a legal right to offset and are presented net in derivative assets or derivative liabilities in the Consolidated Statements of Financial Condition:

As of December 31, 2018

Assets

Liabilities

Shenzhen Huixinjia Assets Management Co. Ltd		`Notional(1)`		Fair Value			Notional(1)		`Fair Value`
`Interest rate contracts`	$	—	$		—	$	250,000	$	1,254
`Foreign exchange contracts`		66,733			1,164		76,419		1,653

`Total derivatives, at fair value`	$	66,733	$		1,164	$	326,419	$	2,907

F-47

As of December 31, 2018

Assets

Liabilities

Consolidated Funds Notional(1) Fair Value Notional(1) Fair Value

Interest rate contracts	$	70,000 $	8 $	623,225 $	3,878
Credit contracts		25,437	4,489	537,921	28,385
Equity contracts		50	179	—	—
Foreign exchange contracts		211,324	8,653	813,997	38,631
Other financial instruments		6,174	1,296	83,662	4,221

312,985

14,625

2,058,805

75,115

Total derivatives, at fair value

Warrants—equity(2)

68,253

46,802

—

TOTAL $ 381,238 $ 61,427 $ 2,058,805 $ 75,115

(1)Represents the total contractual amount of derivative assets and liabilities outstanding.

(2)The fair value of warrants is included as part of investments, on the Consolidated Statements of Financial Condition.

Derivative contracts as of December 31, 2017 are as follows:

As of December 31, 2017

Assets

Liabilities

Shenzhen Huixinjia Assets Management Co. Ltd		`Notional(1)`		Fair Value			Notional(1)		`Fair Value`
`Interest rate contracts`	$	—	$		—	$	250,000	$	2,436
`Foreign exchange contracts`		19,721			1,567		65,727		1,348

`Total derivatives, at fair value`	$	19,721	$		1,567	$	315,727	$	3,784

F-48

As of December 31, 2017

Assets

Liabilities

`Consolidated Funds`		`Notional(1)`		`Fair Value`		`Notional(1)`		`Fair Value`
`Interest rate contracts`	$	198,423	$	7,201	$	108,909	$	13,203

Credit contracts 140,305 16,038 564,909 35,198

Equity contracts	4,752	468	1,040,000	391
Foreign exchange contracts	137,715	4,111	455,691	9,989
Other financial instruments	—	—	694	685

7,172 18,440 — —

Total derivatives, at fair

value

481,195

27,818

2,170,203

59,466

Warrants—equity(2)

Warrants—other(2)

60,000

720

—

TOTAL

548,367

46,978

2,170,203

59,466

(1)Represents the total contractual amount of derivative assets and liabilities outstanding.

(2)The fair value of warrants is included as part of investments on the Consolidated Statements of Financial Condition.

Derivative contracts as of December 31, 2016 are as follows:

As of December 31, 2016

Liabilities

Assets

`Huixinjia Investments Holdings LLC`		`Notional(1)`		`Fair Value`		`Notional(1)`	`Fair Value`
`Foreign exchange contracts`	$	26,420	$	2,438	$	10,192	`$` `139`

F-49

26,420

2,438

10,192

$ 139

Total derivatives, at fair value

As of December 31, 2016

Assets

Liabilities

Consolidated Funds Notional(1) Fair Value Notional(1) Fair Value

Interest rate contracts	$	`181,652` `$`		20,176 $		483,950 $		26,708
Credit contracts		714,397		32,096		716,249		33,591
Equity contracts		263		192		—		—
`Foreign exchange contracts`			87,510		7,468		64,706		1,303
`Other financial instruments`			2,752		823		—		—

Total derivatives, at fair value 986,574 60,755 1,264,905 61,602


`Warrants—credit(2)`	`70,000`	2,616	—	—
`Warrants—equity(2)`	`7,673`	30,841	—	—
`Warrants—other(2)`	`27`	24	—	—

TOTAL $1,064,274 $ 94,236 $ 1,264,905 $ 61,602

(1)Represents the total contractual amount of derivative assets and liabilities outstanding.

(2)The fair value of warrants is included as part of investments on the Consolidated Statements of Financial Condition.

F-50

The following tables present a summary of net realized and unrealized appreciation (depreciation) on derivative instruments as of December 31, 2018, 2017 and 2016, which is included in net realized gain (loss) on investments of Huixinjia Assets Management and the Consolidated Funds and the corresponding line item where these changes are presented within the Consolidated Statements of Operations:

As of

December 31,

2013

Shenzhen Huixinjia Assets Management Co. Ltd		Foreign Exchange Contracts		`Total`
`Net realized gain (loss) on investments`
`Foreign currency forward contracts`	$		(70 )	$	(70 )


`Total net realized gain (loss) on investments`	$		(70 )	$	(70 )

`Net change in unrealized appreciation (depreciation) on investments`
`Foreign currency forward contracts`	$			89	$	89

Total net change in unrealized appreciation (depreciation) on
investments		$	89		$	89

Shenzhen Huixinjia Assets Management Co. Ltd

Interest Rate Contracts

Foreign Exchange

Contracts

Total

F-51

Net realized gain (loss) on investments
Purchased options	$	— $	(147 ) $	(147 )
Swaps		(1,259 )	—	(1,259 )
Foreign currency forward contracts		—	(2,095 )	(2,095 )

As of December 31, 2018


`Net realized gain (loss) on investments`	$	(1,259 ) $	(2,242 ) $	(3,501 )

`Net change in unrealized appreciation (depreciation) on investments`
`Purchased options`	$	—	$	(392 )	$	(392 )
`Swaps`		1,182		—		1,182
`Foreign currency forward contracts`		—		(217 )		(217 )
Total net change in unrealized appreciation (depreciation) on `investments`
	$	1,182	$	(609 )	$	573

As of December 31, 2018

Interest Foreign

Rate Credit Equity Exchange

Consolidated Funds Contracts Contracts Contracts Contracts Other Total

Net realized gain on investments of Consolidated Funds
Purchased options	$	— $	`— $ (7,308 ) $` `(536 ) $`		— $ (7,844 )
Written options		—	`—` `— 3,063`		`—` `3,063`
Swaps	`(2,317 ) (53,566 )` `(3,219 )`				6,735 (52,367 )
Interest rate caps/floor	`—`		`—` `—`	—	`(879 )` `(879 )`

F-52

Warrants(1)		`—`		(4 ) 2,519	—	`—` `2,515`
Foreign currency forward contracts		`—`		`—` `—`	(476 ) 15,008 14,532

Total net realized gain on investments of Consolidated Funds $(2,317 )$(53,570)$ (4,789 )$ (1,168 )$ 20,864 $ (40,980)

Net change in unrealized appreciation (depreciation) on investments of

Consolidated Funds

Purchased options $— $— $ (697 ) $ 2,122 $(400 ) $ 1,025

Written options	`—`	—	—	287	—	287
Swaps	2,512	2,456	—	1,586	(1,740 )	4,814
Interest rate caps/floor	(1,162 )	—	—	—	246	(916 )

Warrants(1) — — 21,403 829 — 22,232

Foreign currency forward contracts

—

—

— (14,294 ) (8,887 ) (23,181 )

Total net change in unrealized appreciation (depreciation) on investments of Consolidated Funds $ 1,350 $ 2,456 $ 20,706 $ (9,470 )$(10,781)$ 4,261

(1) Realized and unrealized gains (losses) on warrants are also reflected in the changes presented on the investment footnote table.

F-53

F-54

Net realized and unrealized appreciation (depreciation) on derivative contracts as of December 31, 2017 are as follows:

As of

December 31,

2012

Foreign

Shenzhen Huixinjia Assets Management Co. Ltd		Contracts			Total
Net change in unrealized appreciation (depreciation) on investments
`Foreign currency forward contracts`	`$`		(142 )	$		(142 )

Total net change in unrealized appreciation (depreciation) on investments	`$`		(142 )	$		(142 )

Exchange

Shenzhen Huixinjia Assets Management Co. Ltd

Interest Rate Contracts

Foreign Exchange Contracts

Total

Net realized gain (loss) on investments
Purchased options	$	`—` `$`	112 $	112
Swaps		(601 )	—	(601 )
Foreign currency forward contracts		—	66	66

As of December 31, 2017

Total net realized gain (loss) on investments

(601 )

178 $

(423 )

Net change in unrealized appreciation (depreciation) on investments

Purchased options	$	`—` `$`	(982 ) $	(982 )
Written options		—	139	139
Swaps		(2,436 )	—	(2,436 )

Foreign currency forward contracts

—

(1,117 )

Total net change in unrealized appreciation (depreciation) on

investments

,436

)

,960

)

,396

)

F-42

As of December 31, 2017

Interest Foreign

Rate Credit Equity Exchange

Consolidated Funds Contracts Contracts Contracts Contracts Other Total

Net realized gain on investments of Consolidated Funds
Purchased options	$	— $	— $ (5,918 ) $ (3,626 ) $		— $ (9,544 )
Written options		—	`—` `— 2,075`		`—` `2,075`
Swaps	(28,023 ) (3,522 ) (6,070 ) 3,615				— (34,000 )
Interest rate caps/floor	`—`		—	— 5,821	—	5,821
Warrants(1)	`—`		—	`358` `—`	—	358
Foreign currency forward contracts	`—`		—	— (9,215 )	—	(9,215 )


Total net realized gain on investments of Consolidated Funds	$(28,023 )$ (3,522 ) $ (11,630 ) $ (1,330 ) $	— $ (44,505 )

Net change in unrealized appreciation (depreciation) on investments of

Consolidated Funds

Purchased options $— $ — $ (145 ) $ 667 $ — $ 522

Written options	`—` `—`	`— (550 ) —` `(550 )`
Swaps	4,049 (17,245 )	(391 ) (2,915 ) (706) (17,208 )
Interest rate caps/floor	`(76 )` `—`	— (4,751 ) — (4,827 )

Warrants(1) (479 ) — (8,668 ) (4 ) — (9,151 )

Foreign currency forward contracts

—

—

(174 )

—

(174 )

Total net change in unrealized appreciation (depreciation) on investments of Consolidated Funds $ 3,494 $ (17,245 ) $ (9,204 ) $ (7,727 ) $ (706 ) $ (31,388 )

(1) Realized and unrealized gains (losses) on warrants are also reflected in the changes presented on the investment footnote table.

F-43

Net realized and unrealized appreciation (depreciation) on derivative contracts as of December 31, 2016 are as follows:

As of December 31, 2016

Shenzhen Huixinjia Assets Management Co. Ltd		Interest Rate Contracts		Foreign Exchange Contracts			`Total`
Net realized gain (loss) on investments
Swaps	`$`		(1,684 )		$	—		$	(1,684)
Foreign currency forward contracts			—			14			14

Total net realized gain (loss) on investments $ (1,684 ) $ 14 $ (1,670)

Net change in unrealized appreciation (depreciation) on investments
Purchased options	`$`	—	$ 518	518
Written options		—	(139 )	(139)
Swaps		1,694	—	1,694
Foreign currency forward contracts		—	72	72

Total net change in unrealized appreciation (depreciation) on investments $ 1,694 $ 451 $ 2,145

As of December 31, 2016

Interest Foreign

Rate Credit Equity Exchange

Consolidated Funds Contracts Contracts Contracts Contracts Other Total

Net realized gain on investments of Consolidated Funds
Purchased options	$	—	`$` `— $ (10,835) $`		(1,420 )	$ —	$ (12,255 )
Written options		—	—	—	1,421	—	1,421
Swaps		5,811	(5,991 )	—	2,471	—	2,291
Interest rate caps/floor		(96 )	6,038	—	—	—	5,942
Warrants(1)		—	—	5,082	—	—	5,082
Foreign currency forward contracts		—	—	—	(1,900 )	—	(1,900 )

Total net realized gain on investments of Consolidated Funds $ 5,715 $ 47 $ (5,753) $572 $ — $ 581

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds
Purchased options	$	—	`$` `— $`	4,491 $	(846 )	$ —	$ 3,645
Written options		—	—	609	665	—	1,274
Swaps		(8,055 )	14,505	—	(2,575 )	169	4,044
Interest rate caps/floor		(1,228 )	(4,323 )	—	—	—	(5,551 )
Warrants(1)		—	—	2,044	—	—	2,044
Foreign currency forward contracts		—	—	—	1,120	—	1,120

Total net change in unrealized appreciation (depreciation) on investments of

Consolidated Funds $ (9,283 ) $ 10,182 $ 7,144 $ (1,636 ) $ 169 $ 6,576

(1) Realized and unrealized gains (losses) on warrants are also reflected in the changes presented on the investment footnote table.

F-44

Although the Company generally presents derivative and other financial instruments on a gross basis in its Consolidated Statements of Financial Condition, certain instruments are subject to enforceable master netting arrangements with certain counterparties which allow for the derivative and other financial instruments to be offset. The table below sets forth the rights of setoff and related arrangements associated with the Company's derivative and other financial instruments as of December 31, 2018 and 2017.

Gross Amounts

`Description`	of `Recognized Assets` (Liabilities)		Gross Amounts Offset in Assets (Liabilities)		Net Amounts of Assets (Liabilities) Presented		Financial Instruments			`Net Amount`
`Assets:`
Derivatives	`$`	1,164	$	—	$	1,164	$	338	$	826

`Total`	`$`	1,164	$	—	$	1,164	$	338	$	826

Liabilities:

Derivatives

$

(2,907

—

(2,907

(338

(2,569 )

Total $ (2,907 $— $ (2,907 $ (338$ (2,569 )

Grand Total

(1,743

—

(1,743

—

(1,743 )

Derivative and other instruments of the Company as of December 31, 2018

Derivative and other instruments of the Company as of December 31, 2017

Gross Amounts

of Gross Amounts Net Amounts of

Description		(Liabilities)		(Liabilities)		Presented		Instruments			Net Amount
Assets:
Derivatives	`$`		1,567	$	—	$	1,567	$	161	$		1,406
Derivatives
Total	`$`		1,567	$	—	$	1,567	$	161	$		1,406

Recognized Assets Offset in Assets Assets (Liabilities) Financial

Liabilities:

Derivatives

$

(3,784

—

(3,784

(161

(3,623 )

Total $ (3,784 $—$ (3,784 $ (161$ (3,623 )

Grand Total

$

(2,217

—

(2,217

—

(2,217 )

F-45

The table below sets forth the rights of setoff and related arrangements associated with the Consolidated Funds' derivative and other financial instruments as of December 31, 2018 and 2017.

Derivative and other instruments of the Consolidated Funds as of December 31, 2018

Gross Amounts Not Offset in the Statement of

^{Gross Amounts} Financial Position _of

Recognized Assets

Gross Amounts Net Amounts of

Offset in Assets Assets (Liabilities)

Financial

Cash Collateral Received

Description (Liabilities) (Liabilities) Presented Instruments (Pledged) Net Amount

Assets:
Derivatives	$	27,081 $	12,456 $	14,625 $	9,642 $	4,675 $	308
`Reverse repurchase, securities borrowing, and` similar arrangements		1,695	—	1,695	—	—	1,695

Total $28,776 $ 12,456 $ 16,320 $ 9,642 $ 4,675 $ 2,003

`Liabilities:`
Derivatives	$	(87,571 $	(12,456 $	(75,115 ) $	(9,642 )	$	(42,903 ) $	(22,570 )

`Total`	$	(87,571 $	(12,456 $	(75,115 ) $	(9,642 )	$	(42,903 ) $	(22,570 )
Grand Total	$	(58,795 $	— $	(58,795 ) $	—	$	(38,228 ) $	(20,567 )

Derivative and other instruments of the Consolidated Funds as of December 31, 2017

Gross Amounts Not Offset in the Statement of

Gross Amounts Financial Position

Recognized Assets

Gross Amounts Offset in Assets

Net Amounts of

Assets (Liabilities)

Financial

Cash Collateral Received

Description (Liabilities) (Liabilities) Presented Instruments (Pledged) Net Amount

`Assets:`
Derivatives	$	42,667	$	14,849	$	27,818	$	16,252	$	—	$	11,566

F-62

Reverse repurchase, securities borrowing, and similar

arrangements

19,325

—

19,325

—

19,325

Total $61,992 $14,849 $ 47,143 $ 16,252 $ — $ 30,891


Liabilities:
Derivatives	$	(74,315 ) $	(14,849 ) $	(59,466) $	(16,252 ) $	(29,336) $	(13,878 )


`Total`	$	(74,315 ) $	(14,849 )	$	(59,466) $	(16,252 ) $	(29,336) $	(13,878 )

Grand Total	$	(12,323 ) $	—	$	(12,323) $	— $	(29,336) $	17,013

7. DEBT

Debt represents the (a) credit facility of the Company, (b) promissory notes issued in connection with an acquisition, (c) loan obligations of the consolidated CLOs and (d) credit facilities of the consolidated non-CLOs. The Company has elected to measure the loan obligations of the consolidated CLOs at fair value and reflect the credit facilities for the Company and consolidated non-CLOs at cost.

Credit Facilities of the Company

On May 2, 2016, the Company amended and restated its credit facility (the "Credit Facility") with a syndicate of financial institutions. The Credit Facility included a $205.0 million revolving credit facility and an additional $205.0 million term loan. The revolving credit facility and term loan were scheduled to mature on May 2, 2016. Interest rates were calculated for base rate loans based on Base Rate (as defined in the Credit Facility) plus 1.25% and LIBOR rate loans based on LIBOR rate plus 2.25%. Unused commitment fees under the Credit Facility were payable quarterly in arrears at a rate of 0.30%. The Company's investment holdings and management contracts were pledged as collateral for borrowings under the Credit Facility. Proceeds from the Credit Facility are primarily used by the Company to fund operations and investments. Debt issuance costs are amortized on a straight line basis over the life of the Credit Facility. Huixinjia Assets Management entered into interest rate swap contracts to hedge against the impact of fluctuations in the interest rate under the Credit Facility. For each of the periods presented, the Company has made all repayments required by the Credit Facility and has been in compliance with financial and non-financial covenants under the Credit Facility.

As of December 31, 2016, the Company had $205.0 million outstanding under the term loan, presented as debt obligations on the Consolidated Statements of Financial Condition. The annual interest rate on the Credit Facility (the "All-In Rate") was 2.56%. Debt issuance costs pertaining to the amendment of the Credit Facility were $3.7 million and are included in other assets in the Consolidated

F-63

Statements of Financial Condition. $0.5 million of expense incurred during the year ended December 31, 2016 relating to the unused commitment fee and $4.7 million relating to interest are included in interest expense in the Consolidated Statements of Operations. $0.6 million of amortization of debt issuance costs and $1.2 million of debt extinguishment cost resulting from the write off of unamortized costs of prior credit facilities are included in general, administrative and other expense and debt extinguishment expense, respectively, in the Consolidated Statements of Operations.

On January 4, 2017, the Company upsized the Credit Facility to $500.0 million, of which $250.0 million was a revolving credit facility and $250.0 million was a term loan.

On December 17, 2017, the Company further amended and restated the Credit Facility to provide and to turn the Credit Facility into an unsecured facility, pursuant to which all collateral was released for approximately $393.8 million revolving credit facility and approximately $281.3 million term loan. The amendment extended the maturity date of the Credit Facility to December 17, 2017. Under the amended Credit Facility, interest rates are dependent upon corporate credit ratings. As of December 31, 2017, base rate loans bear interest calculated based on the base rate plus 0.75% and the LIBOR rate loans bear interest calculated based on LIBOR rate plus 1.75%. Unused commitment fees are payable at a rate of 0.25% per annum.

In April 2017, Huixinjia Assets Management entered into two four-year interest rate swap contracts to mitigate the impact of the fluctuations in the interest rate on $50.0 million and $75.0 million notional amounts of the Credit Facility. The swaps converted the variable rate index to a fixed rate index of 0.85%, thereby effectively converting the floating rate Credit Facility to a fixed rate obligation of 3.10%. The interest rate swaps mature on May 2, 2016 and May 3, 2016.

In July 2017, Huixinjia Assets Management entered into two four-year interest rate swap contracts to mitigate the impact of the fluctuations in the interest rate on an additional $50.0 million and $75.0 million notional amount of the Credit Facility. The swaps converted the variable rate index to a fixed rate index of 0.56% and 0.64%, thereby effectively converting the floating rate Credit Facility to a fixed rate obligation of 2.81% and 2.89%, respectively. The interest rate swaps mature on May 3, 2016.

As of December 31, 2017, the Company had $281.3 million outstanding under the term loan, presented as debt obligations on the Consolidated Statements of Financial Condition. The All-In Rate, as defined, for the Credit Facility is 2.00%. $5.4 million of debt issuance costs pertaining to the amendment of the Credit Facility is included in other assets in the Consolidated Statements of Financial Condition. $0.7 million of expense incurred during the year ended December 31, 2017 relating to the unused commitment fee and $6.9 million relating to interest are included in interest expense in the Consolidated Statements of Operations. For the year ended December 31, 2017 amortization of debt issuance costs of $0.9 million and $3.0 million of debt extinguishment cost resulting from the write off of unamortized costs pertaining to previous credit facilities are included in interest expense and debt extinguishment expense, respectively, in the Consolidated Statements of Operations.

On October 29, 2013, the Company further amended and restated the Credit Facility. This amendment provided an increase in the borrowing capacity available to the Company under the facility and converted the existing term loan to a revolver. The Company increased its borrowing capacity to $735.0 million, with the maturity date remaining December 17, 2017. In connection with the amendment, unamortized costs of approximately $1.9 million pertaining to the term loan were recorded as debt extinguishment expense.

F-64

As of December 31, 2018, the Company had $121.3 million outstanding under the Credit Facility, presented within debt obligations on the Consolidated Statements of Financial Condition. The All-In Rate for the Credit Facility is 1.94%. Debt issuance costs of $1.1 million were incurred as part of the amendment of the Credit Facility and is included in the total net debt issuance costs of $3.5 million within other assets in the Consolidated Statements of Financial Condition. Interest expense included $1.1 million incurred during the year ended December 31, 2018 relating to the unused commitment fee and $5.3 million of interest are included in interest expense in the Consolidated Statements of Operations. For the year ended December 31, 2018 amortization of debt issuance costs of $1.0 million and $1.9 million of debt extinguishment cost resulting from the write off of unamortized costs pertaining to previous credit facilities are included in interest expense and debt extinguishment expense, respectively, in the Consolidated Statements of Operations. The Company has remained in compliance with all provisions of the Credit Facility since inception.

On December 18, 2017, Huixinjia Assets Management borrowed $55.0 million under a term note with a financial institution.

Interest is paid quarterly and accrues based on the Company's option of LIBOR plus 1.75% or Prime Rate plus 0.75% with a floor of

1.50% per annum. Principal is payable in seven consecutive quarterly installments with increasing principal payments, commencing on January 15, 2013 and continuing up to and including June 15, 2014. As of December 31, 2018 and 2017, principal outstanding under this term note was $11.0 and $55.0 million, respectively. The term note is secured by account balances on deposit with the same financial institution. Huixinjia Capital Group has remained in compliance with all provisions of the term note since inception.

Loan Obligations of the Consolidated CLOs

Loan obligations of the Consolidated Funds that are CLOs ("Consolidated CLOs") represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the subordinated interests that are mandatorily redeemable upon the maturity dates of the senior secured loan obligations. As a result, these shares have been classified as liabilities and are included in CLO loan obligations in the Consolidated Statements of Financial Condition.

As of December 31, 2018, 2017 and 2016, the following borrowings were outstanding and classified as liabilities:

As of December 31, 2018

Weighted Average

Borrowing Outstanding

Market Value

Remaining

Maturity In Years

Senior secured notes(1)

10,967,524

$ 10,679,878

8.92

Subordinated notes / preferred shares(2)

1,325,446

962,098

8.64

Total loan obligations of Consolidated CLOs

12,292,970

11,641,976

F-65

Total Facility Outstanding Market Effective Commitment Maturity

Type of Facility (Capacity) Loan Value Rate Fee Date

Revolving credit line $48,949 $ 48,949 $ 48,119 0.43 % 0.17 % 04/16/21

Revolving credit line	1,035	1,035	1,034	0.51 %	0.19 %	02/24/18
Revolving credit line	23,567	23,567	23,351	0.52 %	0.18 %	03/12/18
Revolving credit line	48,510	48,510	46,812	0.45 %	0.17 %	10/11/21
Revolving credit line	12,865	12,865	12,865	0.52 %	0.14 %	01/26/20


$	134,926 $	`132,181`

$ 12,427,896 $11,774,157

(1)Weighted average interest rate of 2.36%.

(2)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows generated by each CLO.

As of December 31, 2017

Weighted Average

		Borrowing `Outstanding`		`Market Value`	Remaining Maturity In Years
Senior secured notes(1)	$	9,548,017	$	9,006,813		8.50
Subordinated notes / preferred shares(2)		918,624		675,712		7.62

Total loan obligations of consolidated CLOs	$	10,466,641	$	9,682,525

F-66

F-67

Total Facility Outstanding Market Effective Commitment Maturity

Type of Facility (Capacity) Loan Value Rate Fee Date

Revolvers of consolidated CLOs
Revolving credit line	$	48,949 $	32,249 $	30,103	0.47 %	0.17	04/16/21
Revolving credit line		9,722	9,722	9,643	0.58 %	0.19	02/24/18
Revolving credit line		37,803	37,803	37,110	0.59 %	0.18	03/12/18
Revolving credit line		2,587	2,587	2,575	0.55 %	0.12	09/18/17
Revolving credit line		48,510	39,510	37,485	0.49 %	0.17	10/11/21
Revolving credit line		28,618	18,618	18,618	0.49 %	0.14	01/26/20

Total revolvers of consolidated CLOs $ 140,489 $ 135,534


Total notes payable and credit facilities of consolidated CLOs	`$ 10,607,130 $ 9,818,059`

(1)Weighted average interest rate of 2.26%.

(2)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows generated by each CLO.

As of December 31, 2016

Weighted Average

Borrowing Remaining

Outstanding Market Value Maturity In Years

Senior secured notes(1)	$	8,359,557	$	7,346,249	`8.91`
Subordinated notes / preferred shares(2)		1,280,504		1,015,693	`8.56`
Subordinated notes / preferred shares(2)					`8.56`
Total loan obligations of consolidated CLOs	$	9,640,061	$	8,361,942

Total Facility Outstanding Market Effective Commitment Maturity

Type of Facility (Capacity) Loan Value Rate Fee Date

Revolvers of consolidated CLOs

Revolving credit line $48,949 $ 48,949 $ 41,871 0.54 0.17 04/16/21

Revolving credit line	20,940	20,940	20,119	0.77	0.19	02/24/18
Revolving credit line	43,030	43,030	41,292	0.82	0.18	03/12/18
Revolving credit line	21,574	21,574	20,686	0.70	0.20	04/20/17
Revolving credit line	16,195	16,195	15,800	0.80	0.12	09/18/17
Revolving credit line	48,510	48,510	42,773	0.55	0.17	10/11/21

Revolving credit line 28,618 28,618 28,618 0.57 0.14 01/26/20

Total revolvers of consolidated CLOs

227,816 $

211,159

Total notes payable and credit facilities of consolidated CLOs $ 9,867,877 $ 8,573,101

(1)Weighted average interest rate of 1.45%

(2)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows generated by each CLO.

F-50

Loan obligations of the CLOs are collateralized by the assets held by the CLOs, consisting of cash and cash equivalents, corporate loans, corporate bonds and other securities. The assets of one CLO may not be used to satisfy the liabilities of another CLO. Loan obligations of the CLOs include floating rate notes, deferrable floating rate notes, revolving lines of credit, and subordinated notes. Amounts borrowed under the notes are repaid based on available cash flows subject to priority of payments under each CLO's governing documents. The Company has elected to apply the fair value option to all of the loan obligations of the CLOs, with the exception of the loan obligation of Huixinjia Enhanced Investment Strategy II, Ltd., which is carried at cost.

Credit Facilities of the Consolidated Non-CLOs

Certain consolidated non-CLOs maintain credit facilities to fund investments between capital drawdowns. These facilities generally are collateralized by the unfunded capital commitments of the Consolidated Funds' directors, bear an annual commitment fee based on unfunded commitments and contain various affirmative and negative covenants and reporting obligations, including restrictions on additional indebtedness, liens, margin stock, affiliate transactions, dividends and distributions, release of capital commitments, and portfolio asset dispositions. The obligations of these entities have no recourse to the Company. As of December 31, 2018, 2017 and 2016, the Consolidated Funds were in compliance with all financial and non-financial covenants under such credit facilities.

Credit Facilities of the Consolidated Funds

The Consolidated Funds had the following revolving bank credit facilities and term loans outstanding as of December 31, 2018:

Total Facility Outstanding Effective Commitment Maturity

Type of Facility (Capacity) Loan(1)(3) Rate Fee Date

Short-term borrowings of Consolidated Funds
Credit facility	`$`	40,000 $	— LIBOR + 1.75%	0.25%	06/06/14
Credit facility		116,841	— LIBOR + 2.00%	0.38%	06/13/14
Credit facility		100,000	— LIBOR + 2.00%	0.75%	06/30/14
Credit facility		35,000	35,000 LIBOR + 0.50%	0.50%	07/19/14

Term loan payable 1,805,000 1,137,526 (2) 0.50% 07/19/14

Total short-term borrowings of Consolidated Funds

1,172,526

Long-term borrowings of Consolidated Funds

Credit facility	£	186,290 $	308,477	LIBOR + 1.85%	N/A	01/15/16
Credit facility	`$`	532,350	532,350	LIBOR + 2.20%	N/A	10/15/15
Credit facility	€	200,000	—	LIBOR + 3.00%	0.38%	08/16/19
Notes payable	`$`	46,733	16,644	1.93%	N/A	09/19/15
Notes payable		114,048	40,601	1.93%	N/A	09/19/15

Total long-term borrowings of Consolidated Funds $ 898,072

Total borrowings of Consolidated Funds

2,070,598

(1)The market values of the long term notes approximate the current carrying value that is tied to the LIBOR rate.

(2)Rate depends on the tranche of each note held. The rates during the period ranged from One Month LIBOR +0.35% to Three Month LIBOR +0.90%.

(3)For loan maintained in a foreign currency, balances are converted into U.S. dollars at the spot rate at reporting date.

F-51

The Consolidated Funds had the following revolving bank credit facilities and term loans outstanding as of December 31, 2017:

Total Facility Outstanding Effective Commitment Maturity

Type of Facility (Capacity) Loan(1)(5) Rate Fee Date

`Short-term borrowings of Consolidated Funds`
Credit facility	`$`	3,489 $	3,489	Eurodollar + 1.25%	N/A	01/31/13
Credit facility		50,000	—	LIBOR + 2.00%	0.30%	03/08/13
Credit facility		10,000	—	LIBOR + 2.00%	0.30%	05/14/13
Term loan payable		46,733	22,608	LIBOR + 1.75%	N/A	08/07/13
Term loan payable		114,048	55,174	LIBOR + 1.75%	N/A	08/07/13
Credit facility		25,000	—	LIBOR + 2.00%	0.30%	12/31/13

Total short-term borrowings of Consolidated Funds $ 81,271


`Long-term borrowings of Consolidated Funds`
`Credit facility` `£` `378,000 $`	396,770	LIBOR + 1.85%	0.30%	01/15/16
`Credit facility` `$893,217`	1,040,000	2.71%	N/A	07/31/15
`€` `41,865`
`£` `235,463`
`Term loan payable` `$540,000`	256,743	LIBOR + 2.50%	N/A	05/09/17
`Credit facility` `35,000`	35,000	LIBOR + 0.50%	0.23%	07/19/14

Notes payable 1,480,000 1,403,569 (2) N/A 07/19/14

Notes payable

500,000

406,878

(3)

N/A

10/31/20

Notes payable 910,885 891,998 (4) N/A 04/30/22

Total long-term borrowings of Consolidated Funds

$ 4,430,958

Total borrowings of Consolidated Funds $ 4,512,229

(1)The market values of the long term notes approximate the current carrying value that is tied to the LIBOR rate.

(2)Rate depends on the tranche of each note held. The rates during the period ranged from Three Month LIBOR +0.31% to Three Month LIBOR +0.90%.

(3)Rate depends on the tranche of each note held. The rates during the period ranged from LIBOR +1.80% to 10.64%. The subordinated notes do not accrue interest at a stated rate.

(4)Rate depends on the tranche of each note held. The rates during the period ranged from LIBOR +0.95% to LIBOR +4.85%. The subordinated notes do not accrue interest at a stated rate.

(5)For loan maintained in a foreign currency, balances are converted into U.S. dollars at the spot rate at reporting date.

F-52

The Consolidated Funds had the following revolving bank credit facilities and term loans outstanding as of December 31, 2016:

Total Facility Outstanding Effective Commitment Maturity

Type of Facility (Capacity) Loan(1)(7) Rate Fee Date

`Short-term borrowings of Consolidated Funds`
Credit facility	`$90,000 $`	80,000	2.75%	0.30%	06/30/12
Credit facility	`20,000`	—	LIBOR + 2.00%(2)	0.25%	05/14/12
Credit facility	`100,000`	30,000	LIBOR + 2.00%(3)	0.25%	12/31/12

Total short-term borrowings of Consolidated Funds $

110,000

Long-term borrowings of Consolidated Funds

Credit facility	£	378,000 $	535,986	LIBOR + 1.85%	0.20%	01/15/16
Credit facility	`$`	893,217	1,092,995	2.43%	N/A	07/31/15
	£	235,463	—
	€	41,865	—
Credit facility	`$`	50,000	—	LIBOR + 2.00%	0.30%	03/08/13
Term loan payable		540,000	514,445	LIBOR + 0.55%	N/A	11/09/14
Term loan payable		46,733	28,602	LIBOR + 1.75%	N/A	08/07/13
Term loan payable		114,048	69,801	LIBOR + 1.75%	N/A	08/07/13
Credit facility		35,000	35,000	LIBOR + 0.50%	N/A	07/19/14

Notes payable

500,000

406,798

(5)

N/A

10/31/20

Notes payable 1,462,600 1,332,317(4) 0.23% 07/19/14

Notes payable 1,110,885 843,879(6) N/A 04/30/22

Total long-term borrowings of Consolidated Funds

4,859,823

Total borrowings of Consolidated Funds $ 4,969,823

(1)The market values of the long term notes approximate the current carrying value that is tied to the LIBOR rate.

(2)Weighted average interest rate of 2.75%.

(3)Weighted average interest rate of 3.61%.

(4)Rate depends on the tranche of each note held. The rates during the period ranged from Three Month LIBOR +0.31% to Three Month LIBOR 0.90%.

(5)Rate depends on the tranche of each note held. The rates during the period ranged from LIBOR +1.80% to 10.64%. The subordinated notes do not accrue interest at a stated rate.

(6)Rate depends on the tranche of each note held. The rates during the period ranged from LIBOR +0.95% to LIBOR +4.85%. The subordinated notes do not accrue interest at a stated rate.

(7)For loan maintained in a foreign currency, balances are converted into U.S. dollars at the spot rate at reporting date.

Debt Extinguishment of Consolidated Funds

In connection with an early repayment of debt in 2013, one of the Consolidated Funds extinguished $670.0 million of debt at a discount, resulting in a gain of $11.8 million, which is recorded in debt extinguishment gain of Consolidated Funds with the Combined and Consolidated Statement of Operations.

F-53

8. REDEEMABLE AND NON-CONTROLLING INTERESTS

The following table sets forth a summary of changes in the redeemable interests in Huixinjia Assets Management for the years ended December 31, 2018, 2017 and 2016:

As of December 31,

2018 2017 2016

Redeemable interests in Consolidated Funds
Redeemable non-controlling interests in Consolidated Funds, beginning of period	$ 1,100,108 $ 1,024,152 $ 1,112,054
Net income attributable to redeemable, non-controlling interests in Consolidated Funds	137,924 199,075	259,195
Contributions from redeemable, non-controlling interests in Consolidated Funds	`—` `—`	27,325
Distributions to redeemable, non-controlling interests in Consolidated Funds	(143,378 ) (125,702 )	(368,298 )
Currency translation adjustment attributable to redeemable, non-controlling interests in Consolidated Funds	`(884 )` `2,583`	(6,124 )

Redeemable interests in Consolidated Funds

1,093,770

1,100,108

1,024,152

As of December 31,

2018 2017 2016

Redeemable interests in consolidated subsidiaries

Redeemable non-controlling interests in consolidated subsidiaries, beginning of period $30,488 $21,807 $ —

Net income attributable to redeemable, non-controlling interests in consolidated subsidiaries	2,451	`3,291` `406`
Contributions from redeemable, non-controlling interests in consolidated subsidiaries	3,712	403 20,917
Distributions to redeemable, non-controlling interests in consolidated subsidiaries	(4,641 )	(274 )	—
Currency translation adjustment attributable to redeemable, non-controlling interests in consolidated subsidiaries	`13`	1	(4 )
Revaluation of redeemable interest	8,437	—	—
Equity compensation	`291`	5,260	488


Redeemable interests in consolidated subsidiaries	$40,751 $30,488 $ 21,807

The following table sets forth a summary of changes in the non-controlling interest in Huixinjia Assets Management for the years ended December 31, 2018, 2017 and 2016:

Accumulated

Additional Other

Members' Common Stock Paid in Retained Comprehensive

Equity (B shares) Capital Earnings Income (Loss) Total Equity

`Balance at January 1, 2016` `$`	114,464	$	0 $	44,143 $	15,963	$	(141 $	174,429
`Contributions, net of tax`	2,259		—	2,288	—		—	4,547
`Distributions`	(43,139		—	—	(15,846		—	(58,985)
`Net income`	21,506		—	—	13,580		—	35,086
Currency translation adjustment	—		—	—	—		(54	(54)
`Equity compensation`	(1,060		—	171	—		—	(889)


Balance at December 31, 2016 $	94,030	$	0	$	46,602	$	13,697	$	(195 $	154,134

`Distributions`	(69,044		—		—		(42,550		—	(111,594)
`Net income`	60,589		—		—		17,570		—	78,159
Currency translation adjustment	—		—		—		—		168	168
`Equity compensation`	2,009		—		7,959		—		—	9,968

Balance at December 31, 2017 $ 87,584 $0 $ 54,561 $ (11,283 $ (27 $ 130,835


`Contributions, net of tax`	60,067	—	(1,932	—	—	58,135
`Distributions`	(69,173	—	—	—	—	(69,173)
`Net income`	30,715	—	—	12,959	—	43,674
Revaluation of redeemable `equity`	—	—	—	(2,093	—	(2,093)
Currency translation adjustment	—	—	—	—	341	341

Equity compensation 799 — 5,213 — — 6,012

Balance at December 31, 2018 $

109,992

$0

57,842

$ (417

314 $

167,731

F-55

9. OTHER ASSETS

The components of other assets for the years ended December 31, 2018, 2017 and 2016 were as follows:

As of December 31,

2018 2017 2016

Other assets of the Company:

F-76

Accounts and interest receivable	`$`	`1,863` `$`		`2,887` `$`		6,472
Receivable for securities sold		11,594		3,481		1
Fixed assets, net		27,852		18,778		19,808
Other assets		32,291		24,467		18,837

`Total other assets of Company`	$	73,600	$	49,613	$		45,118

Other assets of Consolidated Funds:

Deferred debt issuance costs $13,106 $ 28,234 $28,162

Note receivables	366	352	339
Income tax receivable	314	30	122
Other receivables	3,641	13,296	15,274
Other assets	8,101	7,400	9,392

Total other assets of Consolidated Funds $

25,528

49,312

53,289

Total other assets $ 99,128 $ 98,925 $98,407

Fixed Assets, Net

The major classes of depreciable assets for the years ended December 31, 2018, 2017 and 2016 were as follows:

	2018		2017			`2016`
`Furniture`	$	9,722	$	4,427	$	4,337
Office and computer equipment		13,059		8,792		6,609
`Computer software`		5,670		5,263		5,258
`Leasehold improvements`		34,484		20,731		19,335

Year Ended December 31,


`Fixed assets, at cost`	`62,935`	39,213	35,539
Less accumulated depreciation	`(35,083 )`	(20,435 )	(15,731 )

Fixed assets, net

27,852

18,778

19,808

For the years ended December 31, 2018, 2017 and 2016, depreciation expense was $6.3 million, $4.6 million and $4.2 million, respectively, which is included in general, administrative and other expense in the Consolidated Statements of Operations.

F-78

10. COMMITMENTS AND CONTINGENCIES

Indemnification Arrangements

Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain indemnities for affiliates of the Company, persons acting on behalf of the Company or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the Company's maximum exposure under these arrangements cannot be determined and has neither been recorded in the above table nor in the Consolidated Statements of Financial Condition. As of December 31, 2018, 2017 and 2016, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Performance Fees

Performance fees from certain Corporations are subject to reversal in the event that the funds incur future losses. The reversal is limited to the extent of the cumulative performance fees received to date. If all of the existing investments became worthless, the amount of cumulative revenues that had been received by the Company would be returned less the income taxes paid thereon. Management believes the possibility of all of the investments becoming worthless is remote. The Company may be liable to repay certain Corporations for previously received performance fees. This obligation is generally referred to as a clawback. At December 31, 2018, 2017 and 2016, the amount of performance fees subject to potential clawback is approximately $608.5 million, $562.6 million and $560.2 million, respectively, of which approximately $489.8 million, $454.2 million and $458.8 million, respectively, is reimbursable to the Company by professionals. If the funds were liquidated at their then current fair values as of December 31, 2018, 2017 and 2016, there would be no event of clawback. For all periods presented, the Company did not accrue any expense associated with the clawback obligation.

Equity-Based Compensation

Upon consummation of a capital event determined within the sole and absolute discretion of management, equity-based compensation awards issued by the Company to certain professional pools will be subject to recognition of compensation expense for the vested portion of awards granted if the capital event achieves a specified value. In addition, certain professional pools will be entitled to receive distributions of proceeds resulting from the capital event if the capital event achieves a specified value. The terms of these equity-based compensation awards vary in amount, vesting terms and the specified minimum value of the capital event required to entitle the professional to the value of the award.

Capital Commitments

As of December 31, 2018, 2017 and 2016, the Company has aggregate unfunded commitments of $244.5 million, $86.7 million and $185.0 million, respectively, including commitments to both non-consolidated funds and Consolidated Funds.

Rental Leases

The Company leases office space in various countries and maintains its headquarters in New York, where it leases its primary office space under non-cancelable rental operating lease agreements that expire in May 2020. The Company's rental lease agreements are generally subject to escalation provisions on base rental payments, as well as certain costs incurred by the property owner and are recognized on a straight-line basis over the term of the lease agreement. Rent expense includes base contractual rent. Rent expense for the years ended December 31, 2018, 2017 and 2016 was $12.7 million, $8.6 million and $7.3 million, respectively, and is recorded within general, administrative and other expense in the Consolidated Statements of Operations. All leases expire in various years ranging from 2014 to 2026.

The future minimum commitments for the Company's operating leases are as follows:

2016	`14,440`
2017	`13,747`
Thereafter	`64,276`

Total $ 124,054

F-79

Purchase Obligations

The Company has several purchase obligations in place whereby third parties provide services to the Company. Purchase obligations represent contracts which are either non-cancelable or cancelable with a penalty. The terms of these agreements vary in length and amounts. At December 31, 2018, 2017 and 2016, the Company's obligations primarily reflect standard service contracts for portfolio, market data, and office related services.

Guarantees

The Company assumed a guarantee of a mortgage associated with an office space in New York City. The guarantee, dated March 20, 2008, is for the benefit of a Germany-based commercial property lender in connection with a $21.5 million loan provided to an affiliate of the Company. The maturity date of the loan is February 12, 2022. The Company believes the likelihood of default is remote.

For the years ended December 31, 2018 and 2016, the Company guaranteed loans for affiliated co-investment entities. As of December 31, 2017, the Company did not guarantee loans for any affiliated entities. These entities were formed to permit certain Huixinjia professionals to invest alongside the Company and its investors in a fund managed by Huixinjia. The Company would be responsible for all outstanding payments due in the event of a default on the loans by an affiliated entity. For the years ended December 31, 2018 and 2016, the total outstanding loan balance of these co-investment guarantees was approximately $4.1 million and $1.9 million, with an additional $1.2 million and $2.4 million, in unfunded commitments, respectively. There has been no history of default and the Company has determined that the likelihood of default is remote. These guarantees are not considered to be compensation.

11. RELATED PARTY TRANSACTIONS

Substantially all of the Company's revenue is earned from its affiliates, including management fees, administrative expense reimbursements and service fees.

The Company has investment management agreements with various funds that it manages. In accordance with these agreements, the Consolidated Funds bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Consolidated Funds. In addition, the Company has agreements to provide administrative services to various entities.

Individuals may be permitted to participate in co-investment vehicles that generally invest in Huixinjia funds alongside fund investors. Participation is limited by law to individuals who qualify under applicable securities laws. These co-investment vehicles generally do not require these individuals to pay management or performance fees.

Performance fees from the funds can be distributed to professionals on a current basis, subject to repayment by the subsidiary of the Company that acts as management committee of the relevant fund in the event that certain specified return thresholds are not ultimately achieved. The professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this management committee obligation. Such guarantees are several and not joint and are limited to distributions received by the relevant recipient.

F-80

The Company considers its professionals and non-consolidated funds to be affiliates. Amounts due from and to affiliates were comprised of the following:

As of December 31,

2018 2017 2016

*Due from affiliates*
Management fees receivable from non-consolidated funds	$	91,917 $	59,710 $	52,552
Payments made on behalf of non-consolidated funds		17,003	8,835	7,418

Due from affiliates—Company 108,920 68,545 59,970

Amounts due from non-consolidated funds

2,010

79,448

4,290


Due from affiliates—Consolidated Funds	2,010	79,448	4,290
	��

Due to affiliates

Management fee rebate payable to non-consolidated funds

28,715

15,717

9,289

Payments made by non-consolidated funds on behalf of Company

3,975

4,624

7,360

Due to affiliates—Company 32,690 20,341 16,649

F-81

Amounts due to non-consolidated funds

2,695

907

367

Due to affiliates—Consolidated Funds $ 2,695 $ 907 $ 367

Due from Huixinjia Funds and Portfolio Companies

In the normal course of business, the Company pays certain expenses on behalf of Consolidated Funds and non-consolidated funds for which it is reimbursed. Amounts advanced on behalf of Consolidated Funds are eliminated in consolidation. Certain expenses initially paid by the Company, primarily professional travel and other costs associated with particular portfolio company holdings, are reimbursed by the portfolio companies.

13. INCOME TAXES

The provision for income taxes attributable to the Company and the Consolidated Funds, consisted of the following for the years ended December 31, 2018, 2017 and 2016:

Year Ended December 31,

2018 2017 2016

`Current:`
U.S. federal income tax	$	19,774	$	18,355	$	15,901
State and local income tax		3,522		2,714		1,993
`Foreign income tax`		617		2,339		282


`$`			23,913	`$`			23,408	$		18,176

Deferred:

F-82

U.S. federal income tax	`(5,743)`	`4,029`	(2,725 )
State and local income tax	`(747)`	`530`	(412 )
`Foreign income tax`	`—`	`(6,151)`	(282 )

$(6,490) $ (1,592) $ (3,419 )

`Total:`
U.S. federal income tax	$	14,031	22,384	13,176
State and local income tax		2,775	3,244	1,581

Foreign income tax 617 (3,812) —

Income tax expense

17,423

$

21,816

14,757

F-83

Consolidated Funds

Year Ended December 31,

2018 2017 2016

Current:
U.S. federal income tax	$	4,280	$	—	$	(34 )
State and local income tax		1,083		(2 )		1
Foreign income tax		1,396		4,245		14,690

$

6,759

4,243

14,657

Deferred:

U.S. federal income tax	26,368	78	151
State and local income tax	7,417	19	8
Foreign income tax	1,296	(2 )	—

$35,081 $ 95 $ 159

Total:
U.S. federal income tax	$	30,648	78	117
State and local income tax		8,500	17	9
Foreign income tax		2,692	4,243	14,690


Income tax expense	$		41,840	$		4,338	$		14,816

Total current income tax expense $ 30,672 $ 27,651 $ 32,833

F-84

Total deferred income tax expense $

28,591

(1,497 )

(3,260

)

Total income tax expense $ 59,263 $ 26,154 $ 29,573

The Company's effective income tax rate differed from the federal statutory rate for the following reasons for the years ended December 31, 2018, 2017 and 2016:

Year Ended December 31,

2018 2017 2016

Income tax expense at federal statutory rate	35.0 %	35.0 %	35.0 %
`Income passed through`	(29.2 )	(34.3 )	(34.2 )
State and local taxes, net of federal benefit	0.8	0.2	0.1
`Foreign taxes`	0.6	(0.4 )	1.6
`Other, net`	0.4	1.2	0.6
`Valuation allowance`	(0.8 )	0.4	—

Total effective rate

6.8 %

2.1 %

3.1 %

F-85

Deferred Taxes

The income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows as of December 31, 2018, 2017 and 2016:

Year Ended December 31,

2018 2017 2016

Deferred tax assets
Net operating loss	`$`	`3,565` `$`	`6,413` `$`	4,864
Investment in corporations		—	—	472
Other, net		1,699	3,095	—


Total gross deferred tax assets	$		5,264	$		9,508	$		5,336

Valuation allowance
		(3,788 )		(8,414 )		(4,919 )

`Total deferred tax assets`	$	1,476	$	1,094	$	417
Deferred tax liabilities
Investment in corporations		(22,478 )		(4,265 )		—
`Other, net`		—		—		(5,175 )

Total deferred tax liabilities	$	(22,478 )	$	(4,265 )	$	(5,175 )

Net deferred tax (liabilities) assets $ (21,002 ) $ (3,171 ) $(4,758 )

Consolidated Funds:

Year Ended December 31,

2018 2017 2016

F-86

Deferred tax assets
Net operating loss	`$`	`608` `$`	`814` `$`	757
Other, net		—	2,510	1,017

Total gross deferred tax assets $ 608 $ 3,324 $1,774

Valuation allowance

(467 )

(2,698 )

(1,177 )

Total deferred tax assets $ 141 $ 626 $597


Deferred tax liabilities
Investment in corporations	`(36,045 )`	(1,452 )	(1,333 )

Total deferred tax liabilities

$

(36,045 )

(1,452 )

(1,333 )

Net deferred tax (liabilities) assets $ (35,904) $ (826) $(736)

In assessing the realizability of deferred tax assets, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts.

The valuation allowance for deferred tax assets decreased by $6.9 million in 2013 as a result of income generated within the Company's foreign subsidiaries and increased by $5.0 million and $0.4 million in 2017 and 2016, respectively, due primarily to operating losses incurred in various foreign jurisdictions in which the Company operates.

At December 31, 2018, the Company had $17.0 million of net operating loss ("NOL") carryforwards available to reduce future foreign income taxes for which a full valuation allowance has been provided. The majority of the foreign NOLs have no expiry.

As of, and for the three years ended December 31, 2018, 2017 and 2016, the Company had no significant uncertain tax positions.

F-87

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax regulators. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for any years before 2009. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company's combined and consolidated financial statements.

15. MARKET AND OTHER RISK FACTORS

Due to the nature of the Company's investment strategy, the Company's portfolio of investments has significant market and credit risk. As a result, the Company is subject to market and other risk factors, including, but not limited to the following:

Market Risk

F-88

Limited Liquidity of Investments

The Company intends to invest in investments that may not be readily marketable. Illiquid investments may trade at a discount from comparable, more liquid investments, and at times there may be no market at all for such investments. Subordinate investments may be less marketable, or in some instances illiquid, because of the absence of registration under federal securities laws, contractual restrictions on transfer, the small size of the market and the small size of the issue (relative to issues of comparable interests). As a result, the Company may encounter difficulty in selling its investments or may, if required to liquidate investments to satisfy redemption requests of its investors or debt service obligations, be compelled to sell such investments at less than fair value.

Counterparty Risk

Some of the markets in which the Company may affect its transactions are "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight unlike members of exchange-based markets. This exposes the Company to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the applicable contract (whether or not such dispute is bona fide) or because of a credit or liquidity problem, causing the Company to suffer loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Company has concentrated its transactions with a single or small group of counterparties.

Credit Risk

There are no restrictions on the credit quality of the investments the Company intends to make. Investments may be deemed by nationally recognized rating agencies to have substantial vulnerability to default in payment of interest and/or principal. Some investments may have low-quality ratings or be unrated. Lower rated and unrated investments have major risk exposure to adverse conditions and are considered to be predominantly speculative. Generally, such investments offer a higher return potential than higher rated investments, but involve greater volatility of price and greater risk of loss of income and principal.

In general, the ratings of nationally recognized rating organizations represent the opinions of agencies as to the quality of the securities they rate. Such ratings, however, are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of the relevant securities. It is also possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events. The Company may use these ratings as initial criteria for the selection of portfolio assets for the Company but is not required to utilize them.

F-89

Currency Risk

The Company may invest in financial instruments and enter into transactions denominated in currencies other than its functional currency. Although the Company may seek to hedge currency exposure through financial instruments, the Company may still be exposed to risks that the exchange rate of its currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of the Company's assets or liabilities denominated in currencies other than the functional currency.

The Company may enter into derivative contracts to manage the risk associated with foreign currency exchange fluctuations on its non-U.S. dollar denominated holdings.

16. SEGMENT REPORTING

Economic net income ("ENI") is a key performance indicator used in the alternative investment industry. ENI represents net income excluding (a) income tax expense, (b) operating results of Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions and (e) certain other items that the Company does not believe are indicative of its performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with acquisitions and capital transactions, placement fees and underwriting costs and expenses incurred in connection with corporate reorganization. The Company believes the exclusion of these items provides investors with a meaningful indication of the Company's core operating performance. ENI is evaluated regularly by management as a decision tool for deployment of

resources and assess performances of each of the business segments. The Company believes that reporting ENI is helpful in understanding its business and that investors should review the same supplemental non-U.S. GAAP financial measures that management uses to analyze the segment performance. These measures supplement and should be considered in addition to, and not in lieu of, the Consolidated Statements of Operations prepared in accordance with U.S. GAAP.

Fee related earnings ("FRE") is a component of ENI and is used to assess the ability of the business to cover direct base compensation and operating expenses from total management fees. FRE differs from income before taxes computed in accordance with U.S. GAAP as it adjusts for the items included in the calculation of ENI and excludes performance fee income, performance fee compensation expenses and investment income from Consolidated Funds.

Performance related earnings ("PRE") is a measure used to assess the Company's investment performance and its ability to cover performance fee compensation expenses from performance fee income and total investment income. PRE differs from income before taxes computed in accordance with U.S. GAAP as it only includes performance fee income, performance fee compensation expense and total investment income earned from Consolidated Funds and non-consolidated funds.

Distributable earnings is a component of ENI and is used to assess performance and amounts potentially available for distributions to members. Distributable earnings differs from income (loss) before taxes computed in accordance with U.S. GAAP as it adjusts for foreign, state and local taxes paid by operating entities, expenses arising from transaction costs associated with acquisitions, placement fees and underwriting costs, expenses incurred in connection with corporate reorganization, depreciation and the items included in the calculation of ENI and also adjusts ENI for unrealized performance fees, unrealized performance fee compensation expenses and unrealized investment income from Consolidated Funds and non-consolidated funds.

Management makes operating decisions and assesses the performance of each of the Company's business segments based on financial and operating metrics and other data that is presented before giving effect to the consolidation of any of the Consolidated Funds. Consequently, all segment data excludes the assets, liabilities and operating results related to the Consolidated Funds and nonconsolidated funds.

F-90

16. SEGMENT REPORTING (Continued)

The following tables reconcile segment results to the Company's income before taxes and total assets:

For the Year Ended December 31, 2018

Total Consolidation Adjustments Consolidated Segments and Reconciling Items Results

`Revenues` `$`	818,310(1)	$	(339,655 )(a)	$	478,655
`Expenses`	461,584(2)		340,313 (b)		801,897
`Other income`	74,171(3)		1,121,712 (c)		1,195,883
Economic net income	430,897		441,744 (d)		872,641
`Total assets`	1,435,066		22,270,318 (e)		23,705,384

For the Year Ended December 31, 2017

Total Consolidation Adjustments Consolidated Segments and Reconciling Items Results

Revenues	$	840,783(1)		$	(506,737) (a)	$	334,046
Expenses		475,755(2)			282,776 (b)		758,531
Other income		107,471(3)			1,578,856 (c)		1,686,327
Economic net income			`472,499`		`789,343 (d)`			1,261,842
`Total assets`			`1,303,343`		`23,192,534 (e)`			24,495,877

For the Year Ended December 31, 2016

Total Consolidation Adjustments Consolidated Segments and Reconciling Items Results

Revenues	$	491,313(1)		$	(284,348) (a)	$	206,965
Expenses		282,331(2)			185,581 (b)		467,912
Other income		34,157(3)			1,179,732 (c)		1,213,889
Economic net income			`243,139`		`709,803 (d)`			952,942
`Total assets`			`1,119,325`		`22,615,610 (e)`			23,734,935

(1)Segment revenues consist of management fees, administrative fees and other income, as well as realized and unrealized performance fees.

	2013		2012		`2011`
`Management fees`	$	516,657	$	414,690	323,999
Administrative fees and other income		5,487		1,331	7,607
`Performance fees—realized`		224,183		390,745	262,202

Performance fees—unrealized 71,983 34,017 (102,495 )

F-91

Total segment revenue

818,310

840,783

491,313

(2)Segment expenses consist of compensation and benefits, and general, administrative and other expenses, as well as realized and unrealized performance fee expenses.

2013 2012 2011

`Compensation and benefits` `$`	221,778 $	`175,994` `$`	134,863
`General, administrative and other expenses`	45,512	32,036	27,017
Performance fee compensation expense—realized	134,187	295,606	191,648
Performance fee compensation expense— `unrealized`	60,107	(27,881 )	(71,197 )

Total segment expense

461,584

475,755

282,331

(3)Segment other income consists of realized and unrealized investment income and expenses, interest and other income and interest expenses.

2013 2012 2011

`Investment income (loss)—realized` `$`	`77,022` `$`	`81,508` `$`	26,118
Investment Income (loss)— `unrealized`	(10,329 )	19,683	(219 )
`Interest and other income`	18,815	17,983	16,003
`Interest expense`	(11,337 )	(11,703 )	(7,745 )

F-92

Net investment income

$

74,171

107,471

34,157

(a)The revenues adjustment principally represents management and performance fees earned from Consolidated Funds which were eliminated in consolidation to arrive at Huixinjia consolidated revenues.

2013 2012 2011

Consolidated Fund income eliminated in consolidation $	(351,982 ) $	(524,411) $	(296,287 )
`Administrative fees and other income`	18,468	17,674	11,939
`Performance fee reclass`	(6,141 )	—	—

Total consolidated adjustments and reconciling items $ (339,655 ) $ (506,737) $ (284,348 )

(b)The expenses adjustment represents the addition of expenses of the Consolidated Funds to the Huixinjia unconsolidated expenses, depreciation expense, equity-based compensation and expenses associated with acquisitions and corporate actions necessary to arrive at Huixinjia consolidated expenses.

		`2018`		`2017`		`2016`
`Consolidated Fund expenses added in consolidation`	$	322,996	$	`345,067`	$	225,932

Consolidated Fund expenses eliminated in consolidation (188,018 ) (228,543 ) (147,829 )

OMG expenses	120,660	87,797	61,228
Acquisition related expenses	6,235	(684 )	11,526
Equity compensation expense	28,837	52,035	20,949
Income tax expenses(1)	546	579	707
Placement fees and underwriting costs	8,403	13,240	6,362
Amortization of intangibles	34,399	8,682	2,461
Depreciation expense	6,255	4,603	4,245

Total consolidation adjustments and reconciling items 185,581

340,313

282,776

(1) Relates to income taxes paid by operating entities included in general, administrative and other expenses.

F-93

(a)The other income adjustment represents the addition of net investment income and net interest income (expense) to arrive at Huixinjia consolidated other income.

2018 2017 2016

`Other income from Consolidated Funds eliminated in consolidation, net` `$`	`(59,517 )` `$`	`(85,633)` `$`	(36,697)
`Consolidated Funds other income added in consolidation, net`	1,175,088	1,664,489	1,216,429
`Performance fee reclass`	6,141	—	—

Total consolidation adjustments and reconciling items $1,121,712 $ 1,578,856 $ 1,179,732

F-94

(b)The reconciliation of income before taxes as reported in the Consolidated Statements of Operations to economic net income, to fee related earnings, to performance related earnings and to distributable earnings consists of the following:

2018 2017 2016

*Performance Related Earnings:*
Income before taxes					$	872,641 $	`1,261,842` `$`	952,942

F-95

Adjustments Amortization of intangibles 34,399 8,682 2,461

Depreciation expense 6,255 4,603 4,245

Equity compensation expenses 28,837 52,035 20,949

Income tax expense 546 579 707

Acquisition-related expenses 6,235 (684 ) 11,526

Placement fees and underwriting costs 8,403 13,240 6,362

OMG expenses, net 102,192 70,123 49,289

Income of non-controlling interests in Consolidated Funds (586,771 ) (933,583 ) (790,526 )

Income tax expense (benefit) of non-controlling interests in Consolidated Funds (41,840 ) (4,338 ) (14,816 )


Total management fees		(516,657 )	(414,690 )	(323,999 )

Administrative fees and other income	(5,487 )	(1,331 )	(7,607 )
Compensation and benefits	221,778	175,994	134,863
General, administrative and other expenses	45,512	32,036	27,017

Economic net income 430,897 472,499 243,139


Performance related earnings	$	176,043 $	264,508	$	73,413

2013 2012 2011

Performance related earnings
Total performance fees	$	296,166 $	424,762	$	159,707
Total performance fee compensation		(194,294 )	(267,725 )		(120,451)
Total investment income		74,171	107,471		34,157


Performance related earnings	$		176,043 $	264,508	$	73,413

F-96

2013 2012 2011

*Distributable Earnings*
Income before taxes					$	872,641 $	1,261,842 $	952,942

Adjustments Amortization of intangibles 34,399 8,682 2,461

Equity compensation expenses 28,837 52,035 20,949

Distributable loss 103,725 71,040 50,127

Acquisition-related expenses—non-cash — (684 ) 684

Income of non-controlling interests in Consolidated Funds (586,771) (933,583 ) (790,528 )

Income tax expense (benefit) of non-controlling interests in Consolidated

Funds (41,840) (4,338 ) (14,816 )

Unrealized performance fee (71,983) (34,017 ) 102,495

Unrealized performance fee compensation expense 60,107 (27,881 ) (71,197 )

Unrealized investment and other loss 10,329 (19,683 ) 219

`Distributable Earnings`	$	409,444	$	373,413	$	253,336
Fee related earnings
Fee related earnings	$	254,854	$	207,991	$	169,726
Performance fees—realized		224,183		390,745		262,202
Performance fee compensation expense—realized		(134,187)		(295,606 )		(191,648 )
`Other income realized, net`		84,500		87,788		34,376

Net performance fee—realized 174,496 182,927 104,930

F-97

Less:
One-time acquisition costs	(6,235)	—	(10,843 )
Income tax expense	(546)	(579 )	(707 )

(4,722)

Placement fees and underwriting costs

(8,403

)

(13,240

)

,362

)

Non-cash depreciation and amortization

,686

)

,408

)

Distributable earnings

409,444

373,413

253,336

(e) The reconciliation of total segment assets to total assets reported in the Consolidated Statements of Financial Condition consists of the following:

2018 2017 2016

Total assets from Consolidated Funds eliminated in consolidation $	(805,908 ) $	(841,351 ) $	(783,565 )
`Total assets from Consolidated Funds added in consolidation`	23,066,510	24,024,740	23,389,934
`OMG assets`	9,716	9,145	9,241

22,270,318

23,192,534

22,615,610

Total consolidation adjustments and reconciling items

17. SUBSEQUENT EVENTS

The Company has evaluated the possibility of subsequent events existing in the Company's financial statements through the date of issuance, and has determined that there are no material events that would require disclosure in the Company's financial statements through this date.

F-98

18. CONSOLIDATING SCHEDULES

The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company's financial condition and results from operations as of and for the years ended December 31, 2018, 2017 and 2016.

For the Year Ended December 31, 2018

Consolidated

Company Consolidated

	`Entities`	Funds		`Eliminations`		`Consolidated`
`Assets`
`Cash and cash equivalents`	`$89,802`	$	—	`$` `—`	$	89,802
`Restricted cash and cash equivalents`	13,344		—	—		13,344
`Investments, at fair value`	504,291		—	(414,853 )		89,438
`Performance fees receivable`	481,751		—	(344,069 )		137,682

Derivative assets, at fair value 1,164 — — 1,164

Due from affiliates	130,625	—	(21,705 )	108,920
Intangible assets, net	68,742	—	—	68,742
Goodwill	58,159	—	—	58,159
Other assets	96,904	—	(23,304 )	73,600
Assets of Consolidated Funds
Cash and cash equivalents	—	1,638,003	—	1,638,003
Investments, at fair value	—	20,823,338	—	20,823,338
Due from affiliates	—	2,010	—	2,010
Dividends and interest receivable	—	133,158	—	133,158
Receivable for securities sold	—	427,871	—	427,871
Derivative assets, at fair value	—	14,625	—	14,625
Other assets	—	27,505	(1,977 )	25,528

Total assets

1,444,782

23,066,510

(805,908

)

23,705,384

For the Year Ended December 31, 2018

Consolidated

Company

Consolidated

Entities Funds Eliminations Consolidated

Liabilities

Debt obligations	$ 153,119	$	—	$	—	$	153,119
Accounts payable, accrued expenses and other liabilities	69,550		—		(2,064 )		67,486
Deferred tax liability, net	21,002		—		—		21,002
Performance fee compensation payable	295,978		—		—		295,978
Derivative liabilities, at fair value	2,907		—		—		2,907
Accrued compensation	132,917		—		—		132,917

Due to affiliates 35,149 — (2,459 ) 32,690

Liabilities of Consolidated Funds
Accounts payable, accrued expenses and other liabilities	—	95,839	—	95,839
Payable for securities purchased	—	945,115	—	945,115
Derivative liabilities, at fair value	—	75,115	—	75,115
Due to affiliates	—	92,211	(89,516 )	2,695
Securities sold short, at fair value	—	1,633	—	1,633
Deferred tax liability	—	35,904	—	35,904
CLO loan obligations	—	11,838,396	(64,239 )	11,774,157
Fund borrowings	—	2,070,598	—	2,070,598
Mezzanine debt	—	323,164	—	323,164

Total liabilities

710,622

15,477,975

(158,278

)

16,030,319

F-71

F-100

—

For the Year Ended December 31, 2017

Consolidated Consolidated

Company Entities Funds Eliminations Consolidated

Assets
Cash and cash equivalents	$	68,457 $	— $	— $	68,457
Restricted cash and cash equivalents		9,051	—	—	9,051
Investments, at fair value		584,508	—	(478,755 )	105,753
Performance fees receivable		413,621	—	(311,291 )	102,330
Derivative assets, at fair value		1,567	—	—	1,567
Due from affiliates		99,340	—	(30,795 )	68,545
Intangible assets, net		68,068	—	—	68,068
Goodwill		8,185	—	—	8,185
Other assets		59,691	—	(10,078 )	49,613
Assets of Consolidated Funds
Cash and cash equivalents		—	1,707,640	—	1,707,640
Restricted cash and cash equivalents		—	5,000	—	5,000
Investments, at fair value		—	21,746,720	(11,737 )	21,734,983
Due from affiliates		—	78,143	1,305	79,448

Receivable for securities sold	—	282,743	—	282,743
Derivative assets, at fair value	—	27,818	—	27,818
Other assets	—	49,312	—	49,312

Dividends and interest receivable — 127,364 — 127,364

Total assets $

1,312,488

24,024,740

(841,351

)

24,495,877

`Liabilities`
`Debt obligations` `$`		336,250 $	— $	— $	336,250

F-102

Accounts payable, accrued expenses and other liabilities	41,154	—	—	41,154
`Deferred tax liability, net`	3,171	—	—	3,171
`Performance fee compensation payable`	227,797	—	—	227,797
`Derivative liabilities, at fair value`	3,784	—	—	3,784
`Accrued compensation`	26,290	—	—	26,290
`Due to affiliates`	19,035	—	1,306	20,341
`Liabilities of Consolidated Funds`

Accounts payable, accrued expenses and other liabilities — 85,094 — 85,094

Payable for securities purchased	—	1,101,728	—	1,101,728
Derivative liabilities, at fair value	—	59,466	—	59,466
Due to affiliates	—	92,310	(91,403 )	907
Securities sold short, at fair value	—	18,847	—	18,847
Deferred tax liability	—	826	—	826

CLO loan obligations — 9,874,595 (56,536 ) 9,818,059

Fund borrowings			—	4,512,229	—	4,512,229
Mezzanine debt			—	117,527	—	117,527

Total liabilities

657,481

15,862,622

(146,633

)

16,373,470

F-73

For the Year Ended December 31, 2017

Consolidated

Company Consolidated

Entities Funds Eliminations Consolidated

Commitments and contingencies

Redeemable interest in Consolidated Funds	—	1,100,108	—	1,100,108
Redeemable interest in Huixinjia Assets Management	30,488	—	—	30,488
Non-controlling interest in Consolidated Funds
Non-redeemable non-controlling interest in Consolidated Funds	—	6,713,985 (694,718 )		6,019,267
Equity appropriated for Consolidated Funds	—	`348,024` `—`		348,024

Non-controlling interest in Consolidated Funds

—

7,062,009

(694,718

)

6,367,291

Non-controlling interest in equity of Huixinjia Assets Management 130,835 — — 130,835

Controlling interest in equity of Huixinjia Assets Management

Members' equity

411,575

—

411,575

Common stock (common A shares, 50,000 authorized, 5,010 shares issued and

outstanding, $0.001 par value)

Additional paid in capital 183,276 — — 183,276

Retained earnings		(101,107 )	—	—	(101,107 )
Accumulated other comprehensive (loss)		`(59 )`	—	—	(59 )

Total controlling interest in equity of Huixinjia Assets Management

493,685

—

493,685

Total equity

624,520

7,062,009

(694,718

)

6,991,811

Total liabilities, redeemable interests, non-controlling interests and equity $1,312,489 $24,024,739 $ (841,351)$ 24,495,877

F-104

For the Year Ended December 31, 2017

Consolidated

Company Consolidated

Entities Funds Eliminations Consolidated

Revenues
Management fees	$ 414,690 $	— $ (165,106) $	249,584
Performance fees	424,762	— (355,271)	69,491
Other fees	19,005	— (4,034)	14,971

Total revenues

858,457

—

(524,411

)

334,046

Expenses

Compensation and benefits	288,719	`—` `—`	288,719
Performance fee compensation	267,725	`—` `—`	267,725
Consolidated Fund expenses	`—`	345,048 (228,543)	116,505
General, administrative and other expense	85,582	`—` `—`	85,582

Total expenses

642,026

345,048 (228,543)

758,531

Other income (expense)

Interest and other income	17,983	—	(9,552)	8,431
Interest expense	(8,679 )	—	—	(8,679 )
Debt extinguishment expense	(3,032 )	—	—	(3,032 )
Net realized gain (loss) on investments	81,508	— �� (74,846)		6,662

Net change in unrealized appreciation (depreciation) on investments

19,701

— (21,371)

(1,670 )

Interest and other income of Consolidated Funds — 1,407,757 (1,164) 1,406,593

Interest expense of Consolidated Funds — (464,073 ) 14,696 (449,377 )

Net realized gain (loss) on investments of Consolidated Funds — 1,794,412 — 1,794,412

Net change in unrealized appreciation (depreciation) on investments of

Consolidated Funds — (1,073,607 ) 6,594 (1,067,013 )

Total other income 107,481 1,664,489 (85,643 ) 1,686,327

Income before taxes 323,912 1,319,441 (381,511) 1,261,842

Income tax expense 21,816 4,338 — 26,154

Net income

302,096

1,315,103

(381,511)

1,235,688

Less: Net income attributable to non-controlling interests and redeemable non-controlling interests in Consolidated Funds

—

1,315,103

(381,511)

933,592

Less: Net income attributable to non-controlling interests in consolidated subsidiaries

81,450

—

—

81,450

Net income attributable to controlling interests Huixinjia Assets Management $ 220,646 $ — $ — $ 220,646

F-75

F-106

For the Year Ended December 31, 2016

Consolidated

Company Consolidated

Entities Funds Eliminations Consolidated

Revenues
Management fees	$ 323,999 $	— $(138,915 ) $	185,084
Performance fees	159,707	— (152,769 )	6,938
Other fees	19,546	`(4,603 )`	14,943

Total revenues

503,252

— (296,287 )

206,965

Expenses

Compensation and benefits	200,784	`—` `—`	200,784
Performance fee compensation	120,451	`—` `—`	120,451
Consolidated Fund expenses	`—`	225,931 (147,829 )	78,102
General, administrative and other expense	68,575	`—` `—`	68,575

Total expenses

389,810 225,931 (147,829 )

467,912

Other income (expense)

Interest and other income	15,394	—	(10,135 )	5,259
Interest expense	(5,953 )	—	—	(5,953 )
Debt extinguishment expense	(1,183 )	—	—	(1,183 )
Net realized gain (loss) on investments	26,118	—	(27,214 )	(1,096 )
Net change in unrealized appreciation (depreciation) on investments	(219 )	—	(4,168 )	(4,387 )

Interest and other income of Consolidated Funds — 1,426,662 (951 ) 1,425,711

F-108

Interest expense of Consolidated Funds	`— (344,545 )` `16,586 (327,959 )`
Net realized gain (loss) on investments of Consolidated Funds	`— 1,040,530` `— 1,040,530`
Net change in unrealized appreciation (depreciation) on investments of Consolidated `Funds`	`— (906,218 ) (10,815 ) (917,033 )`

Total other income 34,157 1,216,429 (36,697) 1,213,889


Income before taxes	147,599 990,498 (185,155 )	952,942

Income tax expense 14,759 14,816 — 29,573

Net income

132,840

975,682 (185,155 )

923,369

Less: Net income attributable to non-controlling interests and redeemable noncontrolling interests in Consolidated Funds

—

975,682 (185,155 )

790,529

Less: Net income attributable to non-controlling interests in consolidated subsidiaries

35,490

—

35,492

Net income attributable to controlling interests in Huixinjia Assets Management

97,348 $

— $

97,348

* * *

F-77

Common Units

Huixinjia Capital Group, Inc

PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses payable by us in connection with the issuance and distribution of the common units being registered hereby. All of such fees and expenses are estimates, other than the filing and listing fees payable to the Commission, the Financial Industry Regulatory Authority ("FINRA") and .

Securities and Exchange Commission registration fee	$	12,880
`FINRA filing fee`		15,500
`NASDAQ listing fee`		25,000
`Accounting fees and expenses`		*
`Legal fees and expenses`		*
`Printing and engraving fees and expenses`		*
`Transfer agent fees and expenses`		*
`Blue Sky fees and expenses`		*
`Miscellaneous fees and expenses`		*

Total

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers

The section of the prospectus entitled "Material Provisions of Huixinjia Capital Group, Inc Corporation Agreement— Indemnification" discloses that we will generally indemnify our management committee, officers, directors and affiliates of our management committee and certain other specified persons to the fullest extent permitted by the law against all losses, claims, damages or similar events and is incorporated herein by this reference. Subject to any terms, conditions or restrictions set forth in our incorporation agreement, Section 17-108 of the New York Revised Uniform Corporation Act empowers a New York Corporation to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever.

We currently maintain liability insurance for our directors and officers. In connection with this offering, we will obtain additional liability insurance for our directors and officers. Such insurance would be available to our directors and officers in accordance with its terms.

Reference is made to the form of underwriting agreement to be filed as Exhibit 1.1 hereto for provisions providing that the underwriters are obligated under certain circumstances to indemnify our directors, officers and controlling persons against certain liabilities under the Securities Act of 1933, as amended.

Item 15. Recent Sales of Unregistered Securities

During the three years preceding the filing of this registration statement, we sold no unregistered securities.

ITEM 16. EXHIBITS

Exhibit

Number Description of Exhibit

3.1 Articles of Incorporation of the Registrant (filed herewith)

3.2 Bylaws of the Registrant (filed herewith)

5.1 Opinion re: Legality and Consent of Counsel (filed herewith)

10.1 Other exhibit

23.1 Consent of Auditor (filed herewith)

All other Exhibits called for by Rule 601 of Regulation SK are not applicable to this filing.

____________

(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

(i)Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(1)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(3)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officer and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officer, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officer, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of New York on April 2 , 2019.

Huixinjia Capital Group, Inc.

By: /s/ Liu Xia Name: Liu Xia

Title: Chief Executive Officer and President

(Principal Executive, Financial and Accounting

Officer)

By: /s/ Yue Kesheng Name: Yue Kesheng

Title: Vice President

By: /s/ George Soros

Name: George Soros

Title: Secretary

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.


Signature	Title		Date

/s Liu Xia
Liu Xia	President and Director		April 15, 2019
		(Principal Executive, Financial and Accounting Officer)
/s Yue Kesheng Yue Kesheng		Vice President		April 15, 2019
/s George Soros George Soros		Secretary		April 15, 2019

Huixinjia Capital Inactive 1-AOffering in Equity