趣店纽交所招股书（附中文简介）

F-1 1 d282719df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on September 18, 2017Registration No. 333 SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form F1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Qudian Inc.Cayman Islands(State or Other Jurisdiction ofIncorporation or Organization)(Exact name of Registrant as specified in its charter)6199(Primary Standard IndustrialClassification Code Number)Not Applicable(I.R.S. Employer Identification Number)15/F Lvge Industrial Building1 DatunChaoyang District, Beijing 100012Peoples Republic of China+861059485220(Address and Telephone Number of Registrants Principal Executive Offices)Law Debenture Corporate Services Inc.400 Madison Avenue, 4th FloorNew York, NY 10017, United States+12127506474(Name, address and telephone number of agent for service)Copies to:Chris K.H. Lin, Esq. David Zhang, Esq.Daniel Fertig, Esq. Benjamin Su, Esq.Simpson Thacher & Bartlett LLP Steve Lin, Esq.35th Floor, ICBC Tower Kirkland & Ellis International LLP3 Garden Road c/o 26th Floor, Gloucester TowerCentral, Hong Kong The Landmark+85225147600 5 Queens Road Central,Hong Kong+85237613300Approximate 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 followingbox. 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 Actregistration 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 statementnumber 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 statementnumber of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 每 日 免 费 获 取 报 告1、 每 日 微 信 群 内 分 享 5+最 新 重 磅 报 告 ；2、 每 日 分 享 当 日 华 尔 街 日 报 、 金 融 时 报 ；3、 每 周 分 享 经 济 学 人4、 每 月 汇 总 500+份 当 月 重 磅 报 告（ 增 值 服 务 ）扫 一 扫 二 维 码关 注 公 号回 复 ： 研 究 报 告加 入 “起 点 财 经 ”微 信 群 。CALCULATION OF REGISTRATION FEE(1) American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on FormF-6 (Registration No. 333- ). Each ADS represents Class A ordinary shares.(2) Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) allClass A ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of thedistribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public.(3) Estimated solely for the purpose of computing the amount of 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 furtheramendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, asamended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a),may determine.Title of Each Class ofSecurities to be Registered(1) ProposedMaximumAggregateOffering Price(2)(3) Amount ofRegistration Fee Class A ordinary shares, par value US$0.0001 per share US$750,000,000 US$86,925Table of ContentsThe information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statementfiled with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to Completion. Dated , 2017.American Depositary SharesQudian Inc.Representing Class A Ordinary SharesThis is an initial public offering of shares of American depositary shares, or ADSs, each representing Class A ordinary shares ofQudian Inc., or Qudian.Qudian is offering ADSs to be sold in this offering.Prior to this offering, there has been no public market for the ADSs or our shares. It is currently estimated that the initial public offeringprice per ADS will be between US$ and US$ . We will apply to list the ADSs on the New York Stock Exchange, or the NYSE,under the symbol “QD.”We are an “emerging growth company” under applicable United States federal securities laws and are eligible for reduced public companyreporting requirements.See “Risk Factors” on page 22 to read about factors you should consider before buying the ADSs.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.Initial public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to usPer share US$ US$ US$ Total US$ US$ US$ To the extent that the underwriters sell more than ADSs, the underwriters have the option to purchase up to an aggregateof additional ADSs from Qudian at the initial public offering price less the underwriting discounts and commissions.The underwriters expect to deliver the ADSs against payment in New York, New York on , 2017.Upon the completion of this offering, Class A ordinary shares and 63,491,172 Class B ordinary shares will be issued andoutstanding. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights.Each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to ten votes and will be convertible intoone Class A ordinary share. Mr. Min Luo, our founder, chairman of the board and chief executive officer, will beneficially own all the Class Bordinary shares issued and outstanding, representing % of our aggregate voting power.MORGAN STANLEY CREDIT SUISSE CITIGROUP CICC UBS INVESTMENT BANKSTIFEL NEEDHAM & COMPANYProspectus dated , 2017Table of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTSProspectus SummaryThe OfferingSummary Consolidated Financial and Operating DataRisk FactorsSpecial Note Regarding Forward-Looking Statements and Industry DataUse of ProceedsDividend PolicyCapitalizationDilutionExchange Rate InformationEnforcement of Civil LiabilitiesOur History and Corporate StructureSelected Consolidated Financial and Operating DataManagements Discussion and Analysis of Financial Condition and Results of OperationsIndustry OverviewBusinessRegulationsManagementPrincipal ShareholdersRelated Party TransactionsDescription of Share CapitalDescription of American Depositary SharesShares Eligible for Future SaleTaxationUnderwritingExpenses Related to this OfferingLegal MattersExpertsWhere You Can Find More InformationIndex to Consolidated Financial Statements1 14 17 22 77 78 79 80 81 83 84 86 94 99 147 151 184 200 209 213 215 228 238 240 247 257 258 258 259 F-1 No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus orin any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information orrepresentations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstancesand in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time ofdelivery of this prospectus or any sale of the ADSs.Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus orany filed free writing prospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outsidethe United States who come into possession of this prospectus or any free writing prospectus filed with the United States Securities and ExchangeCommission, or SEC, must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of thisprospectus or any filed free writing prospectus outside of the United States.Until , 2017 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating inthis offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting asunderwriters and with respect to their unsold allotments or subscriptions.iTable of ContentsPROSPECTUS SUMMARYThis summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not containall of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including “RiskFactors” and the financial statements, before making an investment decision. This prospectus contains information from an industry reportcommissioned by us and prepared by Oliver Wyman Consulting (Shanghai) Ltd, or Oliver Wyman, an independent management consultingfirm, to provide information regarding our industry and our market position in China. We refer to this report as the Oliver Wyman Report.OUR MISSIONOur mission is to use technology to make personalized credit accessible.OVERVIEWAs a provider of online credit products, we use big data-enabled technologies, such as artificial intelligence and machine learning, totransform the consumer finance experience in China. We target hundreds of millions of quality, unserved or underserved consumers in China.They are young, mobile-active consumers who need access to small credit for their discretionary spending but are underserved by traditionalfinancial institutions due to their lack of traditional credit data and the operational inefficiency of traditional financial institutions. We believeour operating efficiency and big data analytics capability to understand our prospective borrowers from different behavioral and transactionalperspectives, assess their credit profiles and offer them instantaneous and affordable credit products with customized terms distinguishes ourbusiness and offerings.We currently offer cash credit products, which provide funds in digital form, and merchandise credit products. We mainly generatefinancing income from cash credit products and both financing income and sales commission fees from merchandise credit products.We are the largest online provider of small cash credit products in China in terms of the number of active borrowers and the amount oftransactions in the six months ended June 30, 2017, according to the Oliver Wyman Report. In the six months ended June 30, 2017, wefacilitated approximately RMB38.2 billion (US$5.6 billion) in transactions to 7.0 million active borrowers. Small credit products serveconsumers immediate needs for discretionary consumption. They typically have short durations, enabling us to quickly understand aborrowers behavior and further refine our data analytics and credit assessment model upon the completion of transaction cycles. On average,an active borrower drew down credit approximately six times in the six months ended June 30, 2017. As of June 30, 2017, borrowers withoutstanding credit drawdowns utilized approximately 51.3% of their credit limits on average. We believe borrowers who did not utilize themaximum amounts available for drawdowns under their respective credit limits tend to be those who utilize credit responsibly.We operate a pure online platform, with nearly all of the transactions facilitated through mobile devices, providing consumers with aconvenient experience. Prospective borrowers can apply for credit on their mobile phones and receive approval within a few seconds.Approved borrowers are then able to draw down on their cash credit with cash disbursed immediately into their Alipay accounts in digitalform. Borrowers also repay the credit drawdowns through their Alipay accounts. To complement our cash credit products, we offermerchandise credit products to finance borrowers direct purchase of merchandise offered on our marketplace on installment basis. Throughcollaborating with more than 480 merchandise suppliers, we offer an expanding range of product categories ranging from consumerelectronics products to watches and sports and outdoor products to capture approved borrowers growing consumption demand and enhancetheir online shopping experience.1Table of ContentsWe aggregate our borrowers behavioral data with data and credit analyses from various partners as inputs for our credit assessmentmodel. As an innovator in the application of artificial intelligence to financial services, we utilize machine learning to accurately assessborrowers credit profiles. We focus on data analyses that not only reflect borrowers ability to repay but also their willingness to do so.These analyses are based on the prospective borrowers social and shopping behavioral data, among others, in addition to the characteristicmetrics such as locations and demographics. We have increased the number of variables analyzed by our credit assessment system from a fewto several hundred for each transaction, and we assign each borrower a personalized credit limit based on his or her credit profile. Asborrowers repay, they build credit histories with us. Based on the credit histories, our artificial intelligence-based credit assessment modelenables us to continually re-evaluate borrowers credit profiles and provide more personalized credit limits. We offer borrowers with strongercredit profiles higher credit limits and longer repayment durations, thereby driving higher engagement with them.We offer small-sized cash credit products and merchandise credit products. In the six months ended June 30, 2017, our cash creditproducts had an average size of approximately RMB920 (US$136) and weighted average term of approximately two months, and ourmerchandise credit products had an average size of approximately RMB1,250 (US$184) and weighted average term of approximately eightmonths. Small credit products enjoy favorable risk characteristics compared to larger credit products. A borrower is more likely to repay asmaller amount timely to maintain the quality of his or her credit profile, which may impact future borrowing activities. Benefits tofraudulent borrowers are also limited given the small amount of money borrowed. The short-term nature of our credit products contributes tofrequent repayments and repeat borrowing activities, which drive the volume and comprehensiveness of the data we collect and analyze.During the three months ended June 30, 2017, we processed an average of 9,521 credit drawdowns and 21,482 repayments per hour. Ourmachine learning-based approach enables us to continuously refine our credit assessment model based on insights from the high volume oftransaction data that we collect.We have experienced robust credit performance. Our M1+ Delinquency Rate by Vintage for transactions in 2016 and the first quarter in2017 has remained at a level of 0.5% or less up to June 30, 2017. M1+ Delinquency Rate by Vintage is defined as the total balance ofoutstanding principal of a vintage for which any installment payment is over 30 calendar days past due as of a particular date (adjusted toreflect total amount of recovered past due payments for principal and without taking into account charge-offs), divided by the total initialprincipal in such vintage.We have established a strategic partnership with Ant Financial, one of our principal shareholders, and have in-depth cooperation inmultiple areas of our business. Alipay, operated by Ant Financial, is a leading online and mobile third-party payment service provider inChina. We engage the majority of our active borrowers through the Alipay consumer interface, which has significantly contributed to ourrapid growth. We also collaborate with Zhima Credit, a credit assessment service provider operated by Ant Financial. Zhima Credit providesus with credit analysis information of prospective borrowers, which enhances our c