As filed with the Securities and Exchange Commission on June 15, 2021
Registration No. 333-256615
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AiHuiShou International Co. Ltd.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 5990 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
12th Floor, No. 6 Building, 433 Songhu Road, Shanghai
People’s Republic of China
+86 21 5290-7031
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq. Shu Du, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | Benjamin Su, Esq. Allen C. Wang, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place, Central Hong Kong +852 2912-2500 |
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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of each class of securities to be registered | Amount to be registered(2)(3) | Proposed maximum offering price per share(3) | Proposed Maximum aggregate offering price(2)(3) | Amount of registration fee(4) | ||||
Class A ordinary shares, par value US$0.001 per share(1) | 12,445,300 | US$22.50 | US$280,019,250 | US$30,550 | ||||
| ||||||||
|
(1) | American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-257023). Every three American depositary shares represent two Class A ordinary shares. |
(2) | Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. |
(3) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. |
(4) | Previously paid. |
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.
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely for the purpose of filing an exhibit to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement, filed on June 11, 2021.
PART II
Information not Required in Prospectus
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements, the form of which is filed as Exhibit 10.2 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide indemnification for us and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
In the past three years, we have issued the following securities (including options to acquire our ordinary shares and restricted share units). We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||||||
Series C-3 preferred shares | ||||||||||
Euro Eco Limited | June 26, 2018 | 1,884,512 | US$5,000,000 | |||||||
YYT Capital Inc. | December 7, 2018 | 563,845 | US$ equivalent of RMB10,000,000 | |||||||
Qianhai Ark (Cayman) Investment Co. Limited |
| December 7, 2018 |
|
| 1,691,535 |
| US$ equivalent of RMB30,000,000 |
II-1
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
JD.com Development Limited | December 7, 2018 | 5,564,491 | US$ equivalent of RMB98,688,292 | |||
Shanghai Chenxi Venture Capital Center (Limited Partnership) | February 8, 2021 | 1,884,511 | US$ equivalent of RMB33,422,500 | |||
Shenzhen Tiantu Xingli Investment Enterprise (Limited Partnership) | February 8, 2021 | 3,383,070 | US$ equivalent of RMB60,000,000 | |||
Shanghai Jinglin Jinghui Equity Investment Center (Limited Partnership) | February 8, 2021 | 563,845 | US$ equivalent of RMB10,000,000 | |||
Qianhai Fund of Fund Equity Investment (Shenzhen) Co., Ltd. | February 8, 2021 | 1,262,446 | US$ equivalent of RMB22,389,948 | |||
Design Time Limited | May 5, 2021 | 225,538 | US$3,506,233 | |||
Pluto Connection Limited | April 28, 2021 | 563,845 | US$8,765,581 | |||
YIHENG CAPITAL PARTNERS, L.P. | April 28, 2021 | 225,538 | US$3,506,233 | |||
Tiger Pacific Master Fund LP | April 28, 2021 | 225,538 | US$3,506,233 | |||
Tian Zhan Investment Limited | May 12, 2021 | 169,153 | US$2,629,674 | |||
Being Capital Fund I LP | April 30, 2021 | 338,307 | US$5,259,349 | |||
JD.com Development Limited | April 30, 2021 | 225,538 | US$3,506,233 | |||
INTERNET FUND IV PTE. LTD. | April 30, 2021 | 281,923 | US$4,382,791 | |||
Shou Bainian | April 28, 2021 | 2,255,380 | US$ equivalent of RMB40,000,000 | |||
Shanghai Liange Enterprise Management Partnership (Limited Partnership) | May 25, 2021 | 2,819,225 | US$ equivalent of RMB50,000,000 | |||
Series D-1 preferred shares | ||||||
JD.com Development Limited | July 5, 2018 | 2,115,755 | US$22,917,594 | |||
Series D-2 preferred shares | ||||||
Internet Fund IV Pte. Ltd. | July 5, 2018 | 7,952,405 | US$101,340,522 | |||
Series E preferred shares | ||||||
Generation Mu HK Investment Limited | June 3, 2019 | 560,410 | US$10,000,000 | |||
Internet Fund IV Pte. Ltd. | June 3, 2019 | 560,410 | US$10,000,000 | |||
JD.com Development Limited | June 3, 2019 | 27,500,098 | US$20,114,688, | |||
Fresh Capital Fund I, L.P. | August 24, 2019 | 280,205 | US$5,000,000 | |||
Tiantu China Consumer Fund II, L.P. | August 16, 2019 | 280,205 | US$5,000,000 | |||
Morningside China TMT Fund II, L.P. | September 16, 2019 | 840,614 | US$15,000,000 | |||
Guotai Junan Finance (Hong Kong) Limited | September 9, 2020 | 1,401,024 | US$25,000,000 | |||
JD.com Development Limited | September 14, 2020 | 2,802,048 | US$50,000,000 | |||
Refresher Limited | February 8, 2021 | 403,747 | US$ equivalent of RMB50,000,000 | |||
InnoVen Capital China Pte. Ltd. | May 12, 2021 | 56,041 | US$1,000,000 |
II-2
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
Bourgeon Inc | May 25, 2021 | 807,494 | US$ equivalent of RMB100,000,000 | |||
Shanghai Qihuai Enterprises Management Partnership (Limited Partnership) | May 25, 2021 | 403,747 | US$ equivalent of RMB50,000,000 | |||
Tianjin Huihe Haihe Intelligent Logistics Industry Fund Partnership (Limited Partnership) | May 25, 2021 | 282,623 | US$ equivalent of RMB35,000,000 | |||
Series F preferred shares | ||||||
Design Time Limited | May 5, 2021 | 720,439 | US$14,000,000 | |||
Pluto Connection Limited | April 28, 2021 | 1,801,097 | US$35,000,000 | |||
YIHENG CAPITAL PARTNERS, L.P. | April 28, 2021 | 720,439 | US$14,000,000 | |||
Tiger Pacific Master Fund LP | April 28, 2021 | 720,439 | US$14,000,000 | |||
Tian Zhan Investment Limited | May 12, 2021 | 540,329 | US$10,500,000 | |||
Being Capital Fund I LP | April 30, 2021 | 1,080,658 | US$21,000,000 | |||
JD.com Development Limited | April 30, 2021 | 720,439 | US$14,000,000 | |||
INTERNET FUND IV PTE. LTD. | April 30, 2021 | 900,548 | US$17,500,000 | |||
Cosmic Blue Investments Limited | May 25, 2021 | 2,572,995 | US$50,000,000 in the form of cash and business resources | |||
Series E Convertible Loans | ||||||
Tianjin Huihe Haihe Intelligent Logistics Industry Fund Partnership (Limited Partnership) | September 4, 2020 | Convertible to | RMB35,000,000 | |||
Ningbo Qingyu Investment Management Co., Ltd. | September 4, 2020 | Convertible to | RMB50,000,000 | |||
Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership) | November 19, 2020 | Convertible to | RMB100,000,000 | |||
Ordinary Shares | ||||||
Shanghai Jinglin Jinghui Equity Investment Center (Limited Partnership) |
February 8, 2021 |
992,513 |
US$ equivalent of RMB30,000,000 | |||
Design Time Limited | May 5, 2021 | 160,411 | US$2,493,767 | |||
Pluto Connection Limited | April 28, 2021 | 401,028 | US$6,234,419 | |||
YIHENG CAPITAL PARTNERS, L.P. | April 28, 2021 | 160,411 | US$2,493,767 | |||
Tiger Pacific Master Fund LP | April 28, 2021 | 160,412 | US$2,493,767 | |||
Tian Zhan Investment Limited | May 12, 2021 | 120,309 | US$1,870,326 | |||
Being Capital Fund I LP | April 30, 2021 | 240,617 | US$3,740,651 | |||
JD.com Development Limited | April 30, 2021 | 160,411 | US$2,493,767 | |||
INTERNET FUND IV PTE. LTD. | April 30, 2021 | 200,514 | US$3,117,209 |
II-3
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
Warrant | ||||||
InnoVen Capital China Pte. Ltd. | December 9, 2020 | Certain number of Series E preferred shares depending on the subscription price | US$1,000,000 | |||
China Equities HK Limited | May 10, 2021 | 153,570 ordinary shares | US$2.65 per share, subject to certain price adjustments | |||
Options | ||||||
Certain directors, officers and employees | May 11, 2010 to | Options to purchase | Exercise prices ranging from US$0.03 per share to US$2.8 per share |
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
See Exhibit Index beginning on page II-5 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
II-4
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. |
II-5
AIHUISHOU INTERNATIONAL CO. LTD.
Exhibit Index
II-6
II-7
† | Previously filed. |
II-8
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on June 15, 2021.
AiHuiShou International Co. Ltd. | ||||
By: | /s/ Kerry Xuefeng Chen | |||
Name: | Kerry Xuefeng Chen | |||
Title: | Chairman of the Board of Directors and Chief Executive Officer |
II-9
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2021.
Signature | Title | |
/s/ Kerry Xuefeng Chen | Founder, Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
Kerry Xuefeng Chen | ||
* | Director and President | |
Yongliang Wang | ||
* | Director | |
Lei Xu | ||
* | Director | |
Wei Tang | ||
/s/ Chen Chen | Director and Chief Financial Officer (Principal Financial and Accounting Officer) | |
Chen Chen |
*By: | /s/ Kerry Xuefeng Chen | |
Name: Kerry Xuefeng Chen | ||
Attorney-in-fact |
II-10
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of AiHuiShou International Co. Ltd., has signed this registration statement or amendment thereto in New York, New York on June 15, 2021.
Authorized U.S. Representative Cogency Global Inc. | ||||
By: | /s/ Colleen A. De Vries | |||
Name: | Colleen A. De Vries | |||
Title: | Senior President on behalf of Cogency Global Inc. |
II-11