1、2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm1/386F-1 1 d148072df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on January 23,2023Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F

2、-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 New Ruipeng Pet Group Inc.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 0700 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary

3、Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)11F,Building B,Kingkey TimemarkNo.9289 Binhe Boulevard,Futian DistrictShenzhen,Guangdong Province 518042Peoples Republic of China+86 755-8398-6686(Address,including zip code,and telephone number,including area code,of Re

4、gistrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Haiping Li,Esq.Yuting Wu,Esq.Skadden,Arps,Slate,Meagher&Flom LLPJingAn Kerry

5、Centre,Tower II,46/F1539 Nanjing West RoadShanghai,the Peoples Republic of China+86 21-6193-8200 Brian V.Breheny,Esq.Skadden,Arps,Slate,Meagher&Flom LLP1440 New York Avenue,N.W.Washington,D.C.United States1 202-371-7000 Li He,Esq.James C.Lin,Esq.Davis Polk&Wardwell LLP18/F,The Hong Kong Club Buildin

6、g3A Chater Road,CentralHong Kong+852 2533-3300 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 purs

7、uant to Rule 415 under the Securities Act of 1933,check thefollowing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective r

8、egistration 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 registrationstatement number of the earlier effective registration statement for the same offering.If this

9、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 registrationstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging

10、 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 theextended transition period for complying wi

11、th 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 StandardsCodification after April 5,2012.T

12、he Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a

13、)of theSecurities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm2/386Tabl

14、e of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securitiesand we ar

15、e not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to Completion.Dated ,2023.American Depositary SharesNew Ruipeng Pet Group Inc.Representing Ordinary Shares This is an initial public offering of American depositary shares(the“ADSs”),

16、by New Ruipeng Pet Group Inc.Each ADSrepresents of our ordinary shares,par value US$0.000001 per share.Prior to this offering,there has been no public market for the ADSs or our ordinary shares.We anticipate that the initial publicoffering price will be between US$and US$per ADS.We intend to apply t

17、o list the ADSs on the Nasdaq Global SelectMarket under the symbol“RPET.”We are an“emerging growth company”under applicable U.S.federal securities laws and are eligible for reduced public companyreporting requirements.New Ruipeng Pet Group Inc.is not a Chinese operating company,but a Cayman Islands

18、holding company with operations primarilyconducted by its subsidiaries in China.We face various legal and operational risks and uncertainties associated with being based in orhaving our operations primarily in China and the complex and evolving PRC laws and regulations.For example,we face risksassoc

19、iated with the fact that the PRC government has significant authority in regulating our operations and may influence or intervenein our operations at any time,regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers,anti-monopoly regulatory actions,and ov

20、ersight on cybersecurity and data security,which may impact our ability to conduct certainbusinesses,accept foreign investments,or list on a United States or other foreign exchange.On December 16,2021,the PCAOB issuedits report notifying the SEC of its determination that it was unable to inspect or

21、investigate completely registered public accountingfirms headquartered in mainland China or Hong Kong,including our auditor.Under the Holding Foreign Companies Accountable Act,or the HFCAA,if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has n

22、ot beensubject to inspection by the PCAOB for two consecutive years,the SEC shall prohibit our shares or ADSs from being traded on anational securities exchange or in the over the counter trading market in the U.S.The delisting of our ADSs,or the threat of theirbeing delisted,may materially and adve

23、rsely affect the value of your investment.These risks could result in a material adverse changein our operations and the value of our ADSs,significantly limit or completely hinder our ability to offer or continue to offer securitiesto investors,or cause the value of such securities to significantly

24、decline or become worthless.Furthermore,on December 2,2021,theSEC adopted final amendments implementing the disclosure and submission requirements under the HFCAA,pursuant to which theSEC will identify a“Commission-Identified Issuer”if an issuer has filed an annual report containing an audit report

25、issued by aregistered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of aposition taken by an authority in the foreign jurisdiction,and will then impose a trading prohibition on an issuer after it is identified asa Commission-Identified

26、 Issuer for two consecutive years.On December 15,2022,the PCAOB issued a report that vacated itsDecember 16,2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable toinspect or investigate completely registered public accounting firms.Each year,t

27、he PCAOB will determine whether it can inspect andinvestigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in thefuture that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong

28、 andwe continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statementsfiled with the SEC,we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F forthe relevant fiscal year.The

29、re can be no assurance that we would not be identified as a Commission-Identified Issuer for any futurefiscal year,and if we were so identified for two consecutive years,we would become subject to the prohibition on trading under theHFCAA.For more details,see“Risk FactorsRisks Related to Doing Busin

30、ess in ChinaThe PRC governments significant oversightand discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs,”“Risk FactorsRisks Related to Doing Business in ChinaThe PCAOB had historically been unable to inspect our auditor in

31、 relation totheir audit work,”and“Risk FactorsRisks Related to Doing Business in ChinaOur ADSs may be prohibited from trading in theUnited States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.Thedelisting of the ADSs,or the threat

32、 of their being delisted,may materially and adversely affect the value of your investment.”Unless otherwise indicated or the context otherwise requires,references in this prospectus to“New Ruipeng,”“we,”“us,”“ourcompany”and“our”are to New Ruipeng Pet Group Inc.,our Cayman Islands holding company,and

33、 its subsidiaries.New RuipengPet Group Inc.,our holding company,or the Parent,may transfer cash to our offshore intermediary holding entities in the CaymanIslands and Hong Kong,including Skyfield Holdings(Cayman)Inc.and HHRP Holdings(Cayman)Inc.and their respective subsidiaries,through capital injec

34、tions and intra-group loans.Our offshore intermediary holding entities,in turn,may transfer cash to our PRCsubsidiaries New Ruipeng Pet Healthcare Group Co.,Ltd.and Skyfield(Shanghai)Investment Co.,Ltd.through capital injections andintra-group loans.Similarly,New Ruipeng Pet Healthcare Group Co.,Ltd

35、.and Skyfield(Shanghai)Investment Co.,Ltd.may transfercash to their respective subsidiaries in the PRC through capital injections and intra-group loans.Cash may also be transferred throughour organization by way of intra-group transactions.If our wholly owned subsidiaries in the PRC realize accumula

36、ted after-tax profits,they may,upon satisfaction of relevant statutory conditions and procedures,pay dividends or distribute earnings to our offshoreintermediary holding entities,which,in turn,may transfer cash to the Parent through dividends or other distributions.With necessaryfunds,the Parent may

37、 pay dividends or make other distributions to U.S.investors and service any debt it may have incurred outside ofthe PRC.In 2020,2021 and the nine months ended September 30,2022,the Parent transferred cash in the amount of US$56 million,US$210 million and US$100 million,respectively,to our PRC subsid

38、iaries through our offshore intermediary holding entities by way ofcapital contribution to the PRC subsidiaries.In 2020,2021 and the nine months ended September 30,2022,no assets other than cashwere transferred between the Parent and a subsidiary,no subsidiaries paid dividends or made other distribu

39、tions to the Parent,andno dividends or distributions were paid or made to U.S.investors.We have established stringent controls and procedures for cash flows within our organization.Each transfer of cash among ourCayman Islands holding company and our subsidiaries is subject to internal approval.To e

40、ffect a cash transfer,a number of steps areneeded,including but not limited to the issuance of payment receipt,logging into the online banking system and completing itsverification process,inspection of the invoice,and payment execution.A single employee is not permitted to complete each and everyst

41、age of a cash transfer,but rather only portions of the whole procedure.Only the finance department is authorized to make cashtransfers.Within the finance department,the roles of payment approval,payment execution,record keeping,and auditing aresegregated to minimize risk.For a detailed description o

42、f how cash is transferred through our organization,see“SummaryCashFlows through Our Organization.”2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm3/386Pursuant to a convertible note purchase agreement entered into with a subsidiary of Nestl S.A.,a glo

43、bal food and beverage company,we issued to the purchaser a convertible note dated January 17,2023 for an aggregate purchase price and with a principal amount ofUS$50,000,000.Subject to the terms and conditions of and exceptions provided in this note:(i)concurrently with,and subject to,thecompletion

44、of this offering,half of the principal amount of the note(i.e.,US$25,000,000)will be automatically converted into anumber of our ordinary shares at a conversion price equal to the initial public offering price(adjusted for the ADS-to-ordinary shareratio),and(ii)the remaining half of the principal am

45、ount will be automatically converted after the 180-day lock-up period applicableto this offering,provided that certain conditions are satisfied.For more details,please refer to“The OfferingNestl ConvertibleNote”and“Description of Share CapitalHistory of Securities Issuances.”Carmignac Gestion,an ass

46、et manager established in France and licensed as a UCITS management company and alternative investment fund manager(AIFM),hasindicated,on behalf of certain mutual funds it manages,an interest in subscribing for an aggregate of up to US$30 million worth of ADSs being offered in thisoffering at the in

47、itial public offering price and on the same terms as the other ADSs being offered in this offering.In addition,Snow Lake Management LP,anaffiliate of certain of our existing shareholders,has indicated,on behalf of Snow Lake China Master Fund,Ltd.and Snow Lake China Master Long Fund,Ltd.,aninterest i

48、n subscribing for an aggregate of up to US$20 million worth of ADSs being offered in this offering at the initial public offering price and on the same termsas the other ADSs being offered in this offering.Assuming an initial public offering price of US$per ADS,the midpoint of the estimated initial

49、publicoffering price range,the number of ADSs to be purchased by these investors would be up to ADSs,which represents approximately%of the ADSsbeing offered in this offering,assuming the underwriters do not exercise their over-allotment option.Because the indications of interest are not binding agre

50、ementsor commitments to purchase,such investors may determine to purchase more,fewer or no ADSs in this offering,and we and the underwriters are under noobligation to sell ADSs to them.The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by such investo

51、rs as theywill on any other ADSs sold to the public in this offering.Investing in our ADSs involves risks.See“Risk Factors”beginning on page 25 for factors you should consider before buying the ADSs.Neither the United States Securities and Exchange Commission nor any other regulatory body has approv

52、ed or disapproved of thesesecurities,or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.PRICE US$PER ADS Per ADS Total Initial public offering price US$US$Underwriting discounts and commissions US$US$Proceeds,before expenses,to us US$US$

53、(1)For a description of compensation payable to the underwriters,see“Underwriting.”We have granted the underwriters an option to purchase up to an additional ADSs within 30 days from the date of this prospectus at the initial public offeringprice,less the underwriting discounts and commissions.The u

54、nderwriters expect to deliver the ADSs against payment in U.S.dollars in New York,New York on or about ,2023.MORGAN STANLEY Credit Suisse CICC UBS Investment BankProspectus dated ,20232023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm4/386Table of Conte

55、nts2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm5/386Table of Contents2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm6/386Table of Contents2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/184

56、1931/0003126/d148072df1.htm7/386Table of ContentsTABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 RISK FACTORS 26 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 89 USE OF PROCEEDS 91 DIVIDEND POLICY 92 CAPITALIZATION 93 DILUTION 95 ENFORCEABILITY OF CIVIL LIABILITIES 97 CORPORATE HISTORY AN

57、D STRUCTURE 99 SELECTED CONSOLIDATED FINANCIAL DATA 102 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 107 INDUSTRY 146 BUSINESS 151 REGULATION 181 MANAGEMENT 207 PRINCIPAL SHAREHOLDERS 215 RELATED PARTY TRANSACTIONS 219 DESCRIPTION OF SHARE CAPITAL 221 DESCRIPT

58、ION OF AMERICAN DEPOSITARY SHARES 236 SHARES ELIGIBLE FOR FUTURE SALES 253 TAXATION 255 UNDERWRITING 261 EXPENSES RELATED TO THIS OFFERING 273 LEGAL MATTERS 274 EXPERTS 275 WHERE YOU CAN FIND ADDITIONAL INFORMATION 276 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the in

59、formation contained in this prospectus or in any related free writing prospectus.We have not authorized anyone toprovide you with information different from that contained in this prospectus or in any related free writing prospectus.We are offering to sell,andseeking offers to buy the ADSs,only in j

60、urisdictions where offers and sales are permitted.The information contained in this prospectus is accurate onlyas of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the ADSs.Neither we have nor any of the underwriters has taken any action to permit a

61、public offering of the ADSs outside the United States or to permit thepossession or distribution of this prospectus or any filed free writing prospectus outside the United States.Persons outside the United States who comeinto possession of this prospectus or any filed free writing prospectus must in

62、form themselves about and observe any restrictions relating to the offeringof the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States.Until ,2023(the 25th day after the date of this prospectus),all dealers that buy,sell or trade ADSs,whether or

63、 notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments or subscriptions.i2023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931

64、/0003126/d148072df1.htm8/386Table of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition to this summary,we urge you

65、to read the entire prospectus carefully,especially therisks of investing in our ADSs discussed under“Risk Factors,”before deciding whether to invest in our ADSs.This prospectus containsinformation from an industry report commissioned by us and prepared by Frost&Sullivan,an independent research firm,

66、to provide informationregarding our industry and our market position.Our MissionBe the trusted partner for animal well-being and bring happiness to pet families.Our VisionWe aspire to build a world-leading comprehensive pet services platform and an integrated pet ecosystem.Our BusinessWho We AreWe a

67、re the largest pet care platform in China and the second largest globally in terms of number of hospitals and revenue from pet careservices in both 2020 and 2021,according to Frost&Sullivan.As of December 31,2021,we had 23 pet hospital brands and 1,887 pet hospitals,approximately three times the sum

68、 of pet hospitals of our competitors that ranked the second through the tenth in China.By September 30,2022,we had further increased our number of pet hospitals in China to 1,942.As of December 31,2021,we had operations in 31 provinces and 111cities,and we had an approximately 30%pet care market sha

69、re in first-tier cities across China in 2021,according to Frost&Sullivan.As ofSeptember 30,2022,we operated in 114 cities across China.We operate pet care services,supply chain services,and local services as three pillars,and have expanded into other business segments including third-party diagnosis

70、,continued veterinary education and marketing-as-a-service.Wehave thus become the leading one-stop pet care platform in China in terms of number of pet hospitals,revenue and service scope,according toFrost&Sullivan,providing integrated services to pets and pet parents.We are a pioneer in Chinas pet

71、care industry.We have operated in the pet care industry for over 20 years and are the oldest national pethospital chain operator in China according to Frost&Sullivan.Since our inception,we have built a digitalized pet care platform covering the fulllifecycle of pets,and remained true and dedicated t

72、o making pets healthier and providing superior pet care services.Through operation experienceaccumulated over the years,we have achieved rapid network expansion across pet care services,supply chain services and local services through acombination of organic growth and acquisitions.We pursue organic

73、 growth through the integration of our nationwide pet hospitals,warehouses and retail channels and by leveraging our richand replicable operating experience and our large talent pool.We also achieve robust growth and expansion through strategic acquisitions ofsuitable targets within the industry.Upo

74、n the completion of each acquisition,we empower the new member of our network with centralizedprocurement capabilities,talents,resources and efficient management,incorporate it into our ecosystem and improve its profitability.Furthermore,we are committed to technological innovations and aspire to le

75、ad the technological advancement of Chinas pet industry and reshape the pet caremarket.Empowered by big data and AI technology,we have built and continue to develop a robust and efficient internal management system.Wehave also developed data analytics tools to track and manage pet profiles.These tec

76、hnological advancements enable us to gain an in-depthunderstanding of the needs of each and every pet and pet parent on our platform and to deliver high-quality pet care services to them.12023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm9/386Table of C

77、ontentsOur Opportunities China is the second largest pet market in the world in terms of pet-related spending,according to Frost&Sullivan.It has experienced rapidgrowth over the past few years.The size of Chinas pet market increased from RMB94.3 billion in 2015 to RMB265.6 billion in 2021 in terms o

78、fpet-related spending,representing a CAGR of approximately 18.8%.However,Chinas pet market is still at an early stage of development ascompared to that of the United States.For example,the average annual spending per companion pet in first-tier cities in China was approximatelyRMB4,700,only 58.0%of

79、the average annual spending per companion pet of approximately RMB8,100 in the United States in 2021,according toFrost&Sullivan.Despite our market position in Chinas pet market,the average annual net revenues generated from each active customer for ourpet care services was RMB1,194 in 2020 and incre

80、ased to RMB1,203(US$180)in 2021.Chinas household pet ownership rate was 23.7%in 2021,as compared with 69.7%in the United States,which leaves ample room for rapid growth in Chinas pet industry.According to Frost&Sullivan,the size of Chinas pet market is expected to further increase to RMB537.6 billio

81、n in 2026,representing a CAGR of 15.1%from 2021.We see vast opportunities for pet care in China and believe we are well-positioned to capture them.The size of Chinas pet care market grewfrom RMB20.0 billion in 2015 to RMB54.5 billion in 2021,representing a CAGR of approximately 18.2%.Driven by pet p

82、arents growingawareness of pet healthcare,longer pet life expectancy and more aging-associated pet diseases,the need for in-depth pet care services is expectedto grow rapidly.The size of Chinas pet care market is expected to reach RMB135.6 billion in 2026,according to Frost&Sullivan.However,thepet c

83、are industry is highly fragmented and has become increasingly competitive as existing market players expand their pet-related service andproduct offerings and new players enter into the market.What We Offer and Our Value PropositionsWe offer comprehensive services to pets,pet parents and participant

84、s of the pet services value chain under a closed-loop business model.We believe that our core business,namely pet care services,supply chain services and local services,are complementary and synergistic toeach other.On the customer front,our well-developed pet care services form a 22023/1/29Form F-1

85、https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm10/386Table of Contentshigh entry barrier,helping us accumulate a sizable customer base through top-notch pet medical services.Our pet care services and local servicessegments generate mutual traffic referrals and cross-

86、selling.The supply chain services,on the other hand,empower pet care services and localservices by lowering procurement costs and improving operating efficiency,which is made possible by our strong brand and centralizedprocurement capabilities.On the foundation of these three business pillars,we hav

87、e expanded into third-party diagnosis,continued veterinaryeducation services and marketing-as-a-service.We are committed to constructing a world-leading comprehensive pet services platform and amutually beneficial and integrated pet ecosystem.Value Proposition to Pet ParentsPet Care Services.Our ext

88、ensive pet hospital network provides pet parents with a trusted one-stop platform for comprehensive pet careservices,including general and specialized treatments and advanced diagnosis.We are able to provide full-lifecycle healthcare services for petsfrom their birth.In 2020,2021 and the nine months

89、 ended September 30,2022,we provided pet care services to approximately 1.7 million,2.5million and 2.2 million active customers and treated approximately 4.3 million,5.8 million and 4.7 million medical cases,respectively.We haveestablished a“1+P+C”(“1”:comprehensive pet hospitals;“P”:specialty pet h

90、ospitals;“C”:community pet hospitals)pet hospital network andreferral system,which brings us closer to the community of pet parents and enables us to serve diverse medical needs with our diagnosis andtreatment expertise.Local Services.Our local services and new retail initiatives further strengthen

91、our engagement with pets and pet parents.Pet parents canpurchase pet goods and services through our proprietary online platform“Rvet”(阿闻)and our partner platforms,enjoying timely delivery ofproducts and services.In addition,we operate offline stores through the JackPet brand targeting the high-end m

92、arket.Our stores provide customerswith a one-stop superior and personalized experience across the full spectrum of pet-related services.Value Proposition to Our Business Partners and Pet IndustrySupply Chain.We are one of the few supply chain integrators with advanced centralized procurement capabil

93、ities in Chinas pet industry.Asof September 30,2022,leveraging our 7 regional distribution centers,58 provincial and municipal warehouses and 50 trade subsidiaries,we haveestablished an efficient supply chain network that covers over 100 major cities.In the nine months ended September 30,2022,we pro

94、videdservices to more than 45,000 pet stores,hospitals,clinics and others nationwide.Our centralized supply chain system gives us a stronger bargainingpower and better access to popular and sought-after drugs and other pet products.Leveraging big data analysis,we are also able to accuratelymonitor p

95、roduct demands and optimize logistics and inventory management for pet product manufacturers,pet stores,hospitals and clinics.Third-party Diagnosis.Our third-party diagnosis business enhances the treatment and diagnosis capabilities of pet hospitals.We providediagnosis services to both our own hospi

96、tals and third-party hospitals.Assisted by cutting-edge technology and advanced equipment,we delivercomprehensive and professional diagnosis services to our clients.As of September 30,2022,our laboratories had cumulatively served more than4,700 pet hospitals.Continued Veterinary Education.We have th

97、e largest veterinary talent training platform in the industry,according to Frost&Sullivan.Ourcontinued veterinary education services foster general veterinarians and specialists in the pet care industry.As of December 31,2021,we had builta talent pool of over 5,200 licensed and experienced veterinar

98、ians led by an expert team representing more than 60%of veterinary experts in China.Our continued veterinary education courses complement veterinary practice and empower the industry.We had 726 well qualified local instructors,300 international lecturers and approximately 131,000 trainees as of Sept

99、ember 30,2022.Marketing-as-a-Service.We have built a pet care platform with a multi-channel network to reach pet parents through our comprehensiveonline and offline product and service offerings and our efforts of branding and pet 32023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0001

100、126/d148072df1.htm11/386Table of Contentsculture promotion.In particular,we have a wide and growing pool of Key Opinion Leaders(“KOLs”)who have gained a large,vibrant and loyalfan base.Our broad access to pet parents well positions us to offer marketing services to pet brands.Through us,o

101、ur brand partners gain access to ahighly efficient marketing network and a massive base of potential customers.Our ScaleThe chart below shows some highlights of our business.Our total revenues increased by 59.0%from RMB3,008.3 million in 2020 to RMB4,783.7 million(US$672.5 million)in 2021,and increa

102、sedby 26.9%from RMB3,399.7 million in the nine months ended September 30,2021 to RMB4,315.1 million(US$606.6 million)in the nine monthsended September 30,2022.Our gross profit increased significantly from RMB142.5 million in 2020 to RMB223.2 million(US$31.4 million)in2021,and increased by 27.6%from

103、RMB171.4 million in the nine months ended September 30,2021 to RMB218.8 million(US$30.8 million)inthe nine months ended September 30,2022.Our net losses amounted to RMB999.8 million,RMB1,311.3 million(US$184.3 million),RMB856.6million and RMB1,109.4 million(US$156.0 million)in 2020,2021 and the nine

104、 months ended September 30,2021 and 2022,respectively,whilenet losses as a percentage of total revenues decreased from 33.2%in 2020 to 27.4%in 2021,and further decreased to 25.7%in the nine monthsended September 30,2022.As a testimony to our improving operational efficiency,our operating expenses as

105、 a percentage of total revenues alsodecreased from 37.3%in 2020 to 33.0%in 2021,and further decreased to 29.7%in the nine months ended September 30,2022.Our AdjustedEBITDA was negative RMB615.4 million,negative RMB852.4 million(negative US$119.8 million),negative RMB517.7 million and negativeRMB749.

106、6 million(negative US$105.4 million)in 2020,2021 and the nine months ended September 30,2021 and 2022,respectively,and ourAdjusted EBITDA Margin improved from negative 20.5%in 2020 to negative 17.8%in 2021,and further improved to negative 17.4%in the ninemonths ended September 30,2022.See“Management

107、s Discussion and Analysis of Financial Condition and Results of OperationsNon-GAAPFinancial Measures.”42023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm12/386Table of ContentsRecent DevelopmentsChina began to modify its zero-COVID policy in late 2022,a

108、nd most of the travel restrictions and quarantine requirements were lifted inDecember 2022.There were significant surges of COVID-19 cases in many cities in China during this time,which disrupted our and our suppliersoperations and adversely affected our operational and financial performance in the

109、fourth quarter of 2022,especially in December.The number of our total pet hospitals declined from 1,942 as of September 30,2022 to approximately 1,850 as of December 31,2022.In thethree months ended December 31,2022,we provided pet care services to approximately 0.7 million active customers and trea

110、ted approximately 1.4million medical cases.In particular,our monthly active customers decreased from approximately 540 thousand in October 2022 to approximately470 thousand in November 2022,and further to approximately 450 thousand in December 2022.Our monthly medical cases decreased fromapproximate

111、ly 560 thousand in October 2022 to approximately 470 thousand in November 2022,and further to approximately 430 thousand inDecember 2022.Mainly due to the aforesaid impact of COVID-19,we currently estimate that the year-over-year growth of our revenues in 2022 could bebelow that of the first nine mo

112、nths of 2022 as compared with the first nine months of 2021.Based on our preliminary unaudited managementaccounts,our estimated total revenues for the eleven months ended November 30,2022 were between RMB5.2 billion and RMB5.3 billion.Wealso estimate that the amount of our total revenues for Decembe

113、r 2022 could be lower than that for October or November 2022.Because we do nothave final results for the fourth quarter of 2022,our actual results when they become available could differ materially from the estimated resultsdiscussed herein.In addition,because of the preliminary nature of the inform

114、ation currently available to us regarding the fourth quarter of 2022,wemay discover additional developments of which we are currently unaware.See“Special Note Regarding Forward-Looking Statements”in thisprospectus.For more details,see“Risk FactorsRisks Related to Our Business and IndustryWe face ris

115、ks related to natural disasters,healthepidemics such as the outbreak of COVID-19 and other events beyond our control,which could significantly disrupt our operations.”Our StrengthsWe believe the following strengths contribute to our success and differentiate us from our competitors:the largest one-s

116、top pet care platform representing scarcity value in a high-growth and recession-resilient market;unique business model with significant network effect propelling operational excellence;integrated ecosystem empowering the pet service value chain and capturing pet lifetime value;large pool of top-not

117、ch and committed talents supported by our well-rounded continued veterinary education services;proprietary data and technology infrastructure empowering digitalization;and visionary management team with strong execution capabilities,extensive industry experience and an inspiring corporate culture.Ou

118、r StrategiesWe intend to accomplish our mission by pursuing the following growth strategies:strengthen leadership in the pet care industry in China and further upgrade the scope and quality of our pet care services;52023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d

119、148072df1.htm13/386Table of Contents enhance supply chain services and local services capabilities,and integrate the pet service value chain to empower industry growthand build a vibrant ecosystem;continued investment in industry talents to build a pool of top-notch veterinary talents;further improv

120、e operational quality and capabilities through digitalized technology;and empower the global pet industry,develop localized pet business capabilities in overseas regions,and construct a pet metaverse throughthe existing digitalization functionalities.Our Efforts to Enhance Our Corporate Social Respo

121、nsibilityDuring the COVID-19 pandemic,we leveraged our supply chain network and collaborated with around 40 pet food companies andcollectively donated over 160,000 kilograms of pet food,cat litter and other pet products through our supply chain hubs across China to pets andpet parents located within

122、 Wuhan,when the city was in lockdown.Over the 2021 Chinese New Year,we launched the“free Chinese New YearsEve dinner”event for homeless pets at various rescue centers in China.We also led and executed the“TNR”(Trap-Neuter-Release)initiative byoffering over 2,000 free sterilization surgeries across o

123、ur hospitals nationwide.During the outbreak of COVID-19 in Shenzhen in March and April2022,we formed a medical volunteer team and established Chinas first pet care station in Shenzhen.We took care of over 200 pets whose ownerswere quarantined in other places.Our care for pets and professional capabi

124、lities demonstrated in these efforts won praise from all over the country.On April 16,2022,our medical volunteer team established the second pet care station in Guangzhou to care for the pets of many families living inareas under lockdown.We have shared our experience in building pet care stations i

125、n the hope of helping those with pet care needs across thecountry.During the lockdown in Shanghai that began in March 2022,we actively communicated with and organized 36 well-known brands in thepet industry to participate in efforts to combat the COVID-19 pandemic.We provided free delivery of pet su

126、pplies ordered through our proprietaryonline platform“Rvet”to over 2,000 residential compounds and over 1,900 communities.We delivered pet supplies for 60 consecutive days duringthe lockdown,covering 14 districts of the city and fulfilling approximately 7,800 group-buying orders.In addition,we organ

127、ized more than 300veterinarians to provide free online consultation services,serving almost 70,000 pet parents.Dozens of staff members of some of our pet hospitalsin the Shanghai area voluntarily stayed on site during the lockdown and treated more than 700 medical cases during that time.We also orga

128、nized31 key opinion leaders in the pet industry to hold a live webcast for 12 hours and share their experience in dealing with the pandemic with anaudience from around the country.The number of viewers of the live webcast reached over 60,000 and over 1 million likes were recorded.Inaddition,together

129、 with a foundation we collaborate with,we donated 7.8 tons of dog food to the stray animal rescue bases in Shanghai to alleviatethe shortage of pet food.We are also committed to promoting the commercialization of scientific research results in universities,supporting the training of youngtalents,and

130、 improving student research capabilities.We collaborated with multiple universities across the country in donations,scholarships andresearch funds,making contributions to the development of the industry and cultivating veterinary professionals.Corporate History and StructureWe commenced operations i

131、n December 1998 through Ruipeng Pet Hospital,a pet hospital brand founded in Shenzhen,Guangdong provinceby Mr.Yonghe Peng,our founder,co-chairman of the board of directors and president.From 1999 to 2012,we kept expanding our pet hospitalnetwork in Guangdong province.In 2013,we expanded our geograph

132、ical reach from Guangdong province to cities in other southern provinces inChina.In 2016,we acquired Meilianzhonghe,one of the most influential and iconic brands in Chinas pet care industry,and expanded to northernChina.62023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003

133、126/d148072df1.htm14/386Table of ContentsTo facilitate offshore listing,we incorporated Ruipeng Pet Group Inc.in June 2019 under the laws of the Cayman Islands as our offshoreholding company.On December 31,2019,we completed the acquisition of Skyfield Group,a China-based pet hospital group.Upon the

134、completionof the acquisition,Skyfield Group became a wholly owned subsidiary of Ruipeng Pet Group Inc.and several major pet hospital brands such asAinuo,Anan,Naja and Puppy Town were integrated into our pet hospital network.In connection with the acquisition of Skyfield Group,we completed a series o

135、f offshore and onshore restructuring transactions.As a result ofsuch transactions,our operating subsidiaries in the PRC are now direct or indirect subsidiaries of Skyfield(Shanghai)Investment Co.,Ltd.andNew Ruipeng Pet Healthcare Group Co.,Ltd.,our PRC holding companies,or the PRC Holding Companies.

136、We hold 100%or majority equityinterests in the PRC Holding Companies through HHRP Holdings(Cayman)Inc.,HHRP Holdings Limited,Skyfield Holdings(Cayman)Inc.andSkyfield Holdings Limited,our offshore intermediary holding entities.In August 2021,we changed the name of our Cayman Islands holding company f

137、rom Ruipeng Pet Group Inc.to New Ruipeng Pet Group Inc.72023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm15/386Table of ContentsThe following diagram illustrates our corporate structure,including our principal subsidiaries,as of the date of this prospe

138、ctus:Notes:(1)Primarily engages in pet care services through its subsidiaries and/or branches.(2)Shenzhen Great Sun Network Technology Co.,Ltd.,through its subsidiary,primarily engages in pet-related big data research anddevelopment.82023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/00

139、03126/d148072df1.htm16/386Table of Contents(3)Jichongjia(Shanghai)Enterprise Management Co.,Ltd.and Nanjing Jichongjia Intelligent Technology Co.,Ltd.,through subsidiaries and/orbranches,primarily engage in local services business.(4)Runhe Supply Chain Group Co.Ltd.,through subsidiaries a

140、nd/or branches,primarily engages in pet product and equipment supply chainmanagement business.Shenzhen Hewang Enterprise Management Center(Limited Partnership),Shenzhen Runjia Management ConsultingPartnership(Limited Partnership),Shenzhen Zekai Management Center(Limited Partnership),Shenzhen Heqi En

141、terprise ManagementCenter(Limited Partnership),and Shenzhen Yirun Enterprise Management Center(Limited Partnership),each a limited partnershipincorporated in the PRC,hold the remaining 3.41%,2.94%,2.17%,1.19%and 0.75%equity interests in Runhe Supply Chain Group Co.Ltd.,respectively.Each of Shenzhen

142、Hewang Enterprise Management Center(Limited Partnership),Shenzhen Heqi Enterprise ManagementCenter(Limited Partnership)and Shenzhen Zekai Management Center(Limited Partnership)is owned by certain minority shareholders ofour company.Cash Flows through Our OrganizationNew Ruipeng Pet Group Inc.,our ho

143、lding company,or the Parent,may transfer cash to our offshore intermediary holding entities in theCayman Islands and Hong Kong,including Skyfield Holdings(Cayman)Inc.and HHRP Holdings(Cayman)Inc.and their respective subsidiaries,through capital injections and intra-group loans.Our offshore intermedi

144、ary holding entities,in turn,may transfer cash to our PRC subsidiaries NewRuipeng Pet Healthcare Group Co.,Ltd.and Skyfield(Shanghai)Investment Co.,Ltd.through capital injections and intra-group loans.Similarly,New Ruipeng Pet Healthcare Group Co.,Ltd.and Skyfield(Shanghai)Investment Co.,Ltd.may tra

145、nsfer cash to their respective subsidiaries in thePRC through capital injections and intra-group loans.Cash may also be transferred through our organization by way of intra-group transactions.Ifour wholly owned subsidiaries in the PRC realize accumulated after-tax profits,they may,upon satisfaction

146、of relevant statutory conditions andprocedures,pay dividends or distribute earnings to our offshore intermediary holding entities,which,in turn,may transfer cash to the Parentthrough dividends or other distributions.With necessary funds,the Parent may pay dividends or make other distributions to U.S

147、.investors andservice any debt it may have incurred outside of the PRC.In 2020,2021 and the nine months ended September 30,2022,the Parent transferredcash in the amount of US$56 million,US$210 million and US$100 million,respectively,to our PRC subsidiaries through our offshore intermediaryholding en

148、tities by way of capital contribution to the PRC subsidiaries.In 2020,2021 and the nine months ended September 30,2022,no assetsother than cash were transferred between the Parent and a subsidiary,no subsidiaries paid dividends or made other distributions to the Parent,andno dividends or distributio

149、ns were paid or made to U.S.investors.We have established stringent controls and procedures for cash flows within our organization.Each transfer of cash among our CaymanIslands holding company and our subsidiaries is subject to internal approval.To effect a cash transfer,a number of steps are needed

150、,including butnot limited to the issuance of payment receipt,logging into the online banking system and completing its verification process,inspection of theinvoice,and payment execution.A single employee is not permitted to complete each and every stage of a cash transfer,but rather only portions o

151、fthe whole procedure.Only the finance department is authorized to make cash transfers.Within the finance department,the roles of paymentapproval,payment execution,record keeping,and auditing are segregated to minimize risk.Under PRC laws and regulations,we are subject to restrictions on foreign exch

152、ange and cross-border cash transfers,including to U.S.investors.Our ability to distribute earnings to the holding company and U.S.investors is also limited.We are a Cayman Islands holding companyand we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash

153、and financing requirements,including thefunds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur.When any of our PRCsubsidiaries incurs debt on its own behalf,the instruments governing the debt may restrict its ability to pay dividends or ma

154、ke other distributions tous.Under PRC laws and regulations,each of our PRC subsidiaries may pay dividends only out of its respective accumulated profits as determinedin accordance with PRC 92023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm17/386Table o

155、f Contentsaccounting standards and regulations.In addition,a PRC enterprise is required to set aside at least 10%of its after-tax profits each year,if any,tofund a certain statutory reserve fund,until the aggregate amount of such fund reaches 50%of its registered capital.At its discretion,a PRCenter

156、prise may allocate a portion of its after-tax profits based on PRC accounting standards to a staff welfare and bonus fund.These reserve fundand staff welfare and bonus fund cannot be distributed to us as dividends.In addition,our PRC subsidiaries generate their revenue primarily inRenminbi,which is

157、not freely convertible into other currencies.As a result,any restriction on currency exchange may limit the ability of our PRCsubsidiaries to pay dividends to us.For more details,see“Risk FactorsRisks Related to Doing Business in ChinaWe may rely on dividendsand other distributions on equity paid by

158、 our PRC subsidiaries to fund any cash and financing requirements we may have,and any limitation on theability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business”and“RiskFactorsRisks Related to Doing Business in ChinaGovernm

159、ental control of currency conversion may affect the value of your investment.”Summary of Risk FactorsAn investment in our ADSs involves significant risks.You should consider carefully all of the information in this prospectus,including therisks and uncertainties described below,before making an inve

160、stment in our ADSs.Below is a summary of material risks we face,organized underrelevant headings.Full-fledged discussion of these risks can be found in the section headed“Risk Factors.”Risks related to our business and industryRisks and uncertainties relating to our business and industry include,but

161、 are not limited to,the following:The pet care industry is highly fragmented and competitive.If we fail to compete effectively,we may lose our market share or fail togain additional market share,and our growth and profitability may be materially and adversely affected;Negative publicity arising from

162、 claims that we do not properly care for pets we treat or negative media coverage in general couldadversely affect how we are perceived by the public and reduce our revenues and profitability;A decline in consumer spending or a change in consumer preferences or demographics may materially and advers

163、ely affect ourbusiness and results of operations;If we fail to acquire and retain new customers,or fail to do so in a cost-effective manner,our business,financial condition and resultsof operations may be materially and adversely affected;Expanding into new businesses and services may expose us to n

164、ew challenges and more risks;The growth of our business depends on our ability to effectively capture the evolving consumer trends,improve existing products andservices and expand into new offerings;If we are unable to manage our growth or execute our strategies effectively,our business and prospect

165、s may be materially andadversely affected;If we fail to generate or obtain sufficient capital to finance our business operations and growth,we may be unable to sustain ourgrowth and our business may be materially and adversely affected;Our continued success is substantially dependent on positive per

166、ceptions of our brands.Any harm to our brands or failure to maintainand enhance our brand recognition may materially and adversely affect our business and results of operations;If we fail to take adequate safety precautions,there will be an increased risk of injuries or other health problems suffere

167、d by ouremployees,customers or trainees at our facilities and we may be subject to additional costs and regulatory,litigation and reputationalrisks;102023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm18/386Table of Contents Animal health products and me

168、dications used on animals are subject to safety,quality or efficacy concerns,which may have a materialand adverse effect on our reputation,financial condition and results of operations;and Any lack of requisite approvals,licenses or permits applicable to our business operation may have a material an

169、d adverse impact onour business and results of operations.Certain aspects of our business were or currently are not in full compliance with the regulatoryrequirements,including certain of our hospitals failure to obtain or renew the License for Animal Diagnosis and Treatment undertheir own names and

170、 many of our PRC entities failure to obtain the Radiation Safety License before using or selling radioisotopesand radiation-emitting devices,among other things.For more detailed information,see“Risk FactorsRisks Related to Our Business and Industry.”Risks related to doing business in ChinaWe are als

171、o subject to risks and uncertainties relating to doing business in China in general,including,but are not limited to,the following:The PRC governments significant authority in regulating our operations and its oversight or control over offshore offerings andforeign investment in China-based issuers

172、could significantly limit or completely hinder our ability to offer or continue to offersecurities to investors.The PRC government may influence or intervene in our operations at any time,or may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers,whic

173、h could result in a material change in ouroperations and/or the value of our ADSs.Implementation of industry-wide regulations in this nature may cause the value of suchsecurities to significantly decline or become worthless.Changes in Chinas economic,political or social conditions or government poli

174、cies could have a material adverse effect on ourbusiness and operations.Risks and uncertainties arising from the legal system in China,including risks and uncertainties regarding the enforcement of laws andthat rules and regulations in China can change quickly with little advance notice,could result

175、 in a material adverse change in ouroperations and/or the value of our ADSs.The approval or other requirements of the CSRC or other PRC governmental authorities may be required in connection with thisoffering under PRC law,and,if required,we cannot predict whether we will be able to obtain such appr

176、oval or how long it will take.Any failure to obtain or delay in obtaining the required approval for this offering,or a rescission of such approval would subject us tosanctions imposed by the relevant PRC regulatory authority.Any failure to comply with the various applicable laws and regulations rela

177、ted to data security,cybersecurity and personal informationand privacy protection could affect our offshore listing and lead to liabilities,penalties or other regulatory actions,which could have amaterial and adverse effect on our business,financial condition and results of operations.The PCAOB had

178、historically been unable to inspect our auditor in relation to their audit work.Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of t

179、heir being delisted,may materially andadversely affect the value of your investment.We are subject to PRC laws and regulations restricting capital flows which may affect our liquidity.Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.112023/1/29Form F-1h

180、ttps:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm19/386Table of ContentsFor more detailed information,see“Risk FactorsRisk Related to Doing Business in China.”Risks related to our ADSs and this offeringIn addition to the risks described above,we are subject to general r

181、isks related to our ADSs and this offering,including,without limitation,the following:There has been no public market for our shares or ADSs prior to this offering,and you may not be able to resell our ADSs at or abovethe price you paid,or at all;The trading price of our ADSs may be volatile,which c

182、ould result in substantial losses to you;The concentration of our share ownership among executive officers,directors,and principal shareholders and their affiliated entitieswill likely limit your ability to influence corporate matters and could discourage others from pursuing any change of controltr

183、ansaction that holders of our ordinary shares and ADSs may view as beneficial;and If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business,or if theyadversely change their recommendations regarding our ADSs,the market price for our A

184、DSs and trading volume could decline.For more detailed information,see“Risk FactorsRisks Related to Our ADSs and this Offering.”Permissions for Our Operation and Securities Issuances to Foreign Investors and Recent Regulatory DevelopmentsUnder PRC laws and regulations,we are required to obtain or co

185、mplete a number of licenses,approvals,registrations,filings and otherpermissions for our operation.Below is a summary of the permissions that are material to our business and operations and their current status:Licenses for Animal Diagnosis and Treatment for our pet hospitals.As of the date of this

186、prospectus,the majority of our pet hospitalshave obtained such licenses,and we are in the process of applying for such licenses for some pet hospitals that are newly establishedor that recently changed their business venues.Radiation Safety Licenses for our pet hospitals that use radioisotopes and r

187、adiation-emitting devices.As of the date of this prospectus,most of our pet hospitals using radioisotopes and radiation-emitting devices have obtained such licenses,and we are in the process ofapplying for such licenses for our pet hospitals that have not.Veterinary Drug Operation Licenses for our s

188、upply chain services relating to veterinary drugs distribution.As of the date of thisprospectus,all of our PRC subsidiaries engaged in the veterinary drug distribution business have obtained such licenses,except thatsome of our PRC subsidiaries that have changed their business names and/or business

189、addresses have not renewed their VeterinaryDrug Operation Licenses to reflect the up-to-date status.Value-added Telecommunications Business Operating License for online data processing and transaction processing services inrelation to our Rvet platform,which we have obtained as of the date of this p

190、rospectus.Permits and filings related to fire protection and environmental protection.The local requirements and practices vary among differentregions of China.We have been communicating with the local authorities regularly,aiming to obtain the permits or complete thefilings where applicable and pra

191、cticable.122023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm20/386Table of ContentsFor more details,see“Risk FactorsRisks Related to Our Business and IndustryAny lack of requisite approvals,licenses or permitsapplicable to our business operation may ha

192、ve a material and adverse impact on our business and results of operations.Certain aspects of ourbusiness were or currently are not in full compliance with the regulatory requirements,including certain of our hospitals failure to obtain or renewthe License for Animal Diagnosis and Treatment under th

193、eir own names and many of our PRC entities failure to obtain the Radiation SafetyLicense before using or selling radioisotopes and radiation-emitting devices,among other things”and“Risk FactorsRisks Related to OurBusiness and IndustryIf we fail to comply with environmental,fire protection,drainage o

194、r health and safety laws and regulations,we couldbecome subject to fines or penalties or incur costs that could have a material and adverse effect on the success of our business.”In addition,thereremain substantial uncertainties with respect to the regulatory requirements for our online local servic

195、es and online and offline continued veterinaryeducation services.See“Risk FactorsRisks Related to Our Business and IndustryCertain of our products and solutions in relation to onlinelocal services and online and offline continued education services may be subject to value-add telecommunications-rela

196、ted regulations,otherinternet-related regulations or education related regulations,which are foreign prohibited or restricted areas,and future legislative or regulatoryactions could adversely affect our business,results of operations and financial condition.”On November 14,2021,the Cyberspace Admini

197、stration of China,or the CAC,issued the Administrative Regulations of Cyber Data Security(Draft for Comments),or the Draft Cyber Data Security Regulations,which provide that data processors conducting the following activities shallapply for cybersecurity review:(i)merger,reorganization or spin-off o

198、f Internet platform operators that have acquired a large number of dataresources related to national security,economic development or public interests affects or may affect national security;(ii)listing abroad of dataprocessors processing over one million users personal information;(iii)listing in H

199、ong Kong which affects or may affect national security;(iv)other data processing activities that affect or may affect national security.On December 28,2021,the CAC,together with other relevantadministrative departments,jointly promulgated the Cybersecurity Review Measures which became effective on F

200、ebruary 15,2022.According tothe Cybersecurity Review Measures,a critical information infrastructure operator shall declare any network product or service that affects or mayaffect national security for a cybersecurity review,and an internet platform operator who possesses personal information of mor

201、e than one millionusers shall apply for a cybersecurity review before listing in a foreign country,and the relevant governmental authorities may initiate acybersecurity review if they consider that the relevant network products or services or data processing activities affect or may affect nationals

202、ecurity.On April 15,2022,we received written confirmation from the Cybersecurity Review Office that we are not required to apply for acybersecurity review in connection with this offering and our proposed listing under the Cybersecurity Review Measures.However,we cannotpreclude the possibility that

203、the Cybersecurity Review Measures will subject us to the cybersecurity review by the CAC in relation to ouroperations or require us to adjust our business practices.See“Risk FactorsRisks Related to Doing Business in ChinaAny failure to complywith the various applicable laws and regulations related t

204、o data security,cybersecurity and personal information and privacy protection could affectour offshore listing and lead to liabilities,penalties or other regulatory actions,which could have a material and adverse effect on our business,financial condition and results of operations.”On July 6,2021,th

205、e PRC government promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities,or the July 6Opinions,which,among other things,called for enhanced administration and supervision of overseas-listed China-based companies,proposed tostrengthen the supervision of overseas issuance a

206、nd listing of shares by China-based companies and clarified the responsibilities of competentdomestic industry regulators and government authorities.Since the July 6 Opinions were promulgated,no further explanations or detailed rules andregulations with respect to the July 6 Opinions have been issue

207、d,leaving uncertainties regarding the interpretation and implementation of the July 6Opinions.On December 24,2021,the State Councils Administrative Regulations on Overseas Issuance and Listing of Securities by DomesticEnterprises(Draft for Public Comments)and the Administrative Measures on Filing of

208、 Overseas Issuance and 132023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm21/386Table of ContentsListing of Securities by Domestic Enterprises(Draft for Public Comments)were released for public comments by the CSRC,and such publiccomment period has end

209、ed.Pursuant to these drafts,PRC domestic companies that directly or indirectly offer or list their securities in an overseasmarket,which include(i)any PRC company limited by shares that contemplates an offering or listing of its securities in an overseas market,and(ii)any offshore company that condu

210、cts its business operations primarily in China and contemplates an offering or listing of its securities in anoverseas market based on its onshore equities,assets or similar interests,are required to file with the CSRC within three business days aftersubmitting their listing application documents.Th

211、e drafts,among others,further stipulate that when determining whether an offering and listingshall be deemed as an“indirect overseas offering and listing by a Chinese company”,the principle of“substance over form”shall be followed,andif the issuer meets the following conditions,its offering and list

212、ing shall be determined as an“indirect overseas offering and listing by a Chinesecompany”and is therefore subject to the filing requirement:(1)the revenues,profits,total assets or net assets of the Chinese operating entities inthe most recent financial year account for more than 50%of the correspond

213、ing data in the issuers audited consolidated financial statements for thesame period;or(2)the majority of senior management in charge of business operations are Chinese citizens or have domicile in the PRC,and itsprincipal place of business is located in the PRC or main business activities are condu

214、cted in the PRC.Failure to complete such filing may subject aPRC domestic company to a warning or a fine between RMB1 million and RMB10 million.If the circumstances are serious,the PRC domesticcompany may be ordered to suspend its business or suspend its operation for rectification,or its permits or

215、 businesses license may be revoked.However,as of the date of this prospectus,uncertainties exist regarding the final form of these regulations as well as the interpretation andimplementation thereof after promulgation.In the event that these drafts come into effect before the consummation of this of

216、fering,we will takeany and all actions necessary to complete the required filing with the CSRC.See“Risk FactorsRisks Related to Doing Business in ChinaTheapproval or other administration requirements of the China Securities Regulatory Commission,or the CSRC,or other PRC governmentalauthorities may b

217、e required in connection with this offering under PRC law.”We plan to comply with the filing procedures of the CSRC withrespect to this offering,if and when such procedures are adopted by the CSRC.The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,

218、or the HFCAA,if the SEC determines that we have filed audit reports issuedby a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years,the SEC will prohibit ourshares or the ADSs from being traded on a national securities exchange or in the o

219、ver-the-counter trading market in the United States.OnDecember 16,2021,the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong,including our auditor

220、.On December 15,2022,thePCAOB issued a report that vacated its December 16,2021 determination and removed mainland China and Hong Kong from the list ofjurisdictions where it is unable to inspect or investigate completely registered public accounting firms.Each year,the PCAOB will determinewhether it

221、 can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOBdetermines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kongand we use an accounting firm hea

222、dquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following the filing of the annual report for the relevant fiscal year.There can be noassurance that we would not be identified as

223、 a Commission-Identified Issuer for any future fiscal year,and if we were so identified for twoconsecutive years,we would become subject to the prohibition on trading under the HFCAA.See“Risk FactorsRisks Related to Doing Businessin ChinaThe PCAOB had historically been unable to inspect our auditor

224、in relation to their audit work”and“Risk FactorsRisks Related toDoing Business in ChinaOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unableto inspect or investigate completely auditors located in China.The delisting of the ADSs,or the thre

225、at of their being delisted,may materially andadversely affect the value of your investment.”142023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm22/386Table of ContentsImplication of Being an Emerging Growth CompanyAs a company with less than US$1.235 bi

226、llion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant tothe Jumpstart Our Business Startups Act of 2012,as amended,or the JOBS Act.An emerging growth company may take advantage of specifiedreduced reporting and other requirements compared to those that are other

227、wise applicable generally to public companies.These provisions includean exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerginggrowth companys internal control over financial reporting.The JOBS Act also provides that a

228、n emerging growth company does not need tocomply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with suchnew or revised accounting standards.Pursuant to the JOBS Act,we have elected to take advantage of the benefits of th

229、is extended transition periodfor complying with new or revised accounting standards.As a result,our operating results and financial statements may not be comparable to theoperating results and financial statements of other companies who have adopted the new or revised accounting standards.We will re

230、main an emerging growth company until the earliest of(a)the last day of the fiscal year during which we have total annual grossrevenues of at least US$1.235 billion;(b)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(c)thedate on which we have,durin

231、g the preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(d)the date on whichwe are deemed to be a“large accelerated filer”under the United States Securities Exchange Act of 1934,as amended,or the Exchange Act,whichwould occur if the market value of our ADSs that a

232、re held by non-affiliates exceeds US$700 million as of the last business day of our most recentlycompleted second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptions provided in the JOBSAct discussed above.Implication of Being a Foreign Private Iss

233、uerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions ofthe securities rules and regulations in the United States that are applicable to U.S.domestic issuers.Moreover,the information we are required tofile with or

234、furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.Inaddition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporategovernance matters that differ s

235、ignificantly from the Nasdaq Stock Market listing standards.See“Risk FactorsRisks Related to Our ADSs andThis OfferingAs an exempted company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relationto corporate governance matters that differ significantl

236、y from the Nasdaq Stock Markets corporate governance requirements;these practices mayafford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Markets corporate governancerequirements.”Corporate InformationOur principal executive offices are located at 1

237、1F,Building B,Kingkey Timemark,No.9289 Binhe Boulevard,Futian District,Shenzhen,Guangdong Province 518042,Peoples Republic of China.Our telephone number at this address is+86 755-8398-6686.Our registered office in theCayman Islands is located at Citco Fund Services(Cayman Islands)Limited of 89 Nexus

238、 Way,Camana Bay;PO Box 31106,George Town,GrandCayman,KY1-1205,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Investors should submit any inquiries to the address or through the telephone number

239、of our principal executive offices.Our main website ishttp:/.The information contained on our website is not a part of this prospectus.152023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm23/386Table of ContentsConventions that Apply to this ProspectusUn

240、less otherwise indicated or the context otherwise requires,and for purposes of this prospectus only:“active customer”refers to a customer making at least one purchase for a service or product in a given period,and active customersfor our pet care services refer to customers who purchased services or

241、 products provided by our pet hospital network;“ADRs”refer to the American depositary receipts that evidence our ADSs;“ADSs”refer to our American depositary shares,each of which represents ordinary shares;“China”or“the PRC”refers to the Peoples Republic of China,excluding,for the purposes of this pr

242、ospectus only,Hong Kong,Macau and Taiwan,and“Greater China”includes Hong Kong,Macau and Taiwan;“customer repurchase rate”refers to the percentage of customers that have purchased more than once in a calendar year;“first-tier cities”in China refers to Beijing,Shanghai,Guangzhou and Shenzhen;“Nestl Co

243、nvertible Note”refers to the convertible note dated January 17,2023 issued by us to a subsidiary of Nestl S.A.pursuant toa convertible note purchase agreement,and“IPO Conversion Amount”in connection with the Nestl Convertible Note refers to thehalf of the principal amount of such note(i.e.,US$25,000

244、,000)that is subject to automatic conversion concurrently with thecompletion of this offering in accordance with the terms and conditions of such note;“New Ruipeng,”“we,”“us,”“our company”and“our”refer to New Ruipeng Pet Group Inc.,a Cayman Islands holding company,andits subsidiaries;“pet care marke

245、t share”refers to the result of dividing revenue of pet care services by the size of Chinas pet care industry excludingthe size of veterinary stations.The size of veterinary stations is excluded because the main business of veterinary stations is typicallydifferent from that of pet hospitals,as vete

246、rinary stations focus primarily on animal husbandry,while pet hospitals focus primarily oncompanion pets and pet care services;“RMB”and“Renminbi”refer to the legal currency of China;“shares”or“ordinary shares”refers to our ordinary shares,par value US$0.000001 per share;“Skyfield Group”refers Skyfie

247、ld Holdings(Cayman)Inc.and its subsidiaries;“US$,”“U.S.dollars,”“$,”and“dollars”refer to the legal currency of the United States;“veterinary expert”in China refers to a veterinary professional who has conducted clinical work for pets for over 10 years,hasprovided specialized diagnosis and treatment

248、for more than 200 cases,has issued more than three publications on core journals in thefield,and has class hours or presentations of over 20 hours during industry meetings;and “veterinary stations”refers to animal husbandry and veterinary stations established and operated by local governments that f

249、ocusprimarily on issues on livestock production.When we refer to our“pet hospitals,”the term includes our pet hospitals and a small number of pet clinics unless the context indicatesotherwise.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwr

250、iters of their option to purchaseadditional ADSs.162023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm24/386Table of ContentsOur reporting currency is RMB.This prospectus also contains translations of certain foreign currency amounts into U.S.dollars for

251、 theconvenience of the reader.Unless otherwise stated,all translations from RMB to U.S.dollars were made at a rate of RMB7.1135 to US$1.00,theexchange rate in effect as of September 30,2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve Systemon Septemb

252、er 30,2022.We make no representation that any RMB or U.S.dollar amounts referred to in this prospectus could have been or could beconverted into U.S.dollars or RMB,as the case may be,at any particular rate,or at all.172023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126

253、/d148072df1.htm25/386Table of ContentsTHE OFFERING Offering priceWe currently estimate that the initial public offering price will be between US$andUS$per ADS.ADSs offered by us ADSs(or ADSs if the underwriters exercise their option to purchaseadditional ADSs in full).ADSs outstanding immediately af

254、ter this offering ADSs(or ADSs if the underwriters exercise their option to purchaseadditional ADSs in full).Ordinary shares issued and outstanding immediatelyafter this offering ordinary shares(or ordinary shares if the underwriters exercise their optionto purchase additional ADSs in full),includin

255、g ordinary shares that we will issue tothe holder of the Nestl Convertible Note upon the automatic conversion of the IPOConversion Amount concurrently with the completion of this offering,calculated basedupon an assumed initial public offering price of US$per ADS,which is the mid-point of the price

256、range shown on the cover page of this prospectus.This number assumesthat all of our outstanding shares have been converted,on a one-for-one basis,into ourordinary shares immediately upon the completion of this offering.The ADSsEach ADS represents ordinary shares,par value US$0.000001 per share.The d

257、epositary will hold ordinary shares underlying your ADSs.You will have rights asprovided in the deposit agreement among us,the depositary and holders and beneficialowners of ADSs from time to time.We do not expect to pay dividends in the foreseeable future.If,however,we declaredividends on our ordin

258、ary shares,the depositary will pay you the cash dividends and otherdistributions it receives on our ordinary shares after deducting its fees and expenses inaccordance with the terms set forth in the deposit agreement.You may surrender your ADSs to the depositary in exchange for ordinary shares.Thede

259、positary will charge you fees for any such exchange.We may amend or terminate the deposit agreement without your consent.If you continue tohold your ADSs after an amendment to the deposit agreement,you agree to be bound bythe deposit agreement as amended.To better understand the terms of the ADSs,yo

260、u should carefully read the“Description ofAmerican Depositary Shares”section of this prospectus.You should also read the depositagreement,which is filed as an exhibit to the registration statement that includes thisprospectus.182023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/00011931

261、2523013126/d148072df1.htm26/386Table of ContentsOption to purchase additional sharesWe have granted to the underwriters an option,exercisable within 30 days from the date ofthis prospectus,to purchase up to an additional ADSs.Nestl Convertible NotePursuant to a convertible note purchase agreement en

262、tered into with a subsidiary of NestlS.A.,or the purchaser,we issued to the purchaser a convertible note dated January 17,2023,or the Note,for an aggregate purchase price and with a principal amount ofUS$50,000,000.Subject to the terms and conditions of and exceptions provided in the Note,concurrent

263、lywith,and subject to,the completion of this offering,half of the principal amount(i.e.,US$25,000,000),or the IPO Conversion Amount,will be automatically converted into anumber of our ordinary shares at a conversion price equal to the initial public offering price(adjusted for the ADS-to-ordinary sh

264、are ratio),unless this share number falls below65,082,399,the minimum number of conversion shares provided in the Note,or theMinimum Number,in which case the IPO Conversion Amount will be converted into theMinimum Number of shares.Subject to the terms and conditions of and exceptionsprovided in the

265、Note,the remaining half of the principal amount will be automaticallyconverted,on the first day immediately after the 180-day lock-up period applicable to thisoffering,into a number of our ordinary shares at a conversion price equal to the averageclosing price of our ADSs during the last five tradin

266、g days of the lock-up period(adjustedfor the ADS-to-ordinary share ratio)(or the Minimum Number as applicable),provided,among other things,that such average price is higher than the initial public offering price.In addition to the automatic conversions described above,the purchaser may also elect to

267、convert the Note in certain other circumstances.For example,subject to the applicableautomatic conversion described above and other terms and conditions of the Note,thepurchaser may elect to convert half of the principal amount at any time after this offeringinto a number of shares equal to the high

268、er of(i)the quotient obtained by dividing suchamount by the average closing price of the previous five trading days(adjusted for theADS-to-ordinary share ratio),or if the conversion is to take place on or prior to the fifthtrading day following the completion of this offering,by the initial public o

269、ffering price(adjusted for the ADS-to-ordinary share ratio),and(ii)the Minimum Number.Upon thematurity date,the purchaser also has an option to convert the outstanding amount of theNote(if any)into shares at a conversion price determined in accordance with the Note.Our issuance and sale of the Note

270、was made through private placement pursuant to anexemption from registration with the SEC,under Regulation S of the United StatesSecurities Act of 1933,192023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm27/386Table of Contents as amended.We refer to th

271、e Note as the Note or the Nestl Convertible Note in thisprospectus.Indication of InterestCarmignac Gestion,an asset manager established in France and licensed as a UCITSmanagement company and alternative investment fund manager(AIFM),has indicated,onbehalf of certain mutual funds it manages,an inter

272、est in subscribing for an aggregate of upto US$30 million worth of ADSs being offered in this offering at the initial public offeringprice and on the same terms as the other ADSs being offered in this offering.In addition,Snow Lake Management LP,an affiliate of certain of our existing shareholders,h

273、asindicated,on behalf of Snow Lake China Master Fund,Ltd.and Snow Lake China MasterLong Fund,Ltd.,an interest in subscribing for an aggregate of up to US$20 million worthof ADSs being offered in this offering at the initial public offering price and on the sameterms as the other ADSs being offered i

274、n this offering.Assuming an initial public offeringprice of US$per ADS,the midpoint of the estimated initial public offering pricerange,the number of ADSs to be purchased by these investors would be up to ADSs,which represents approximately%of the ADSs being offered in thisoffering,assuming the unde

275、rwriters do not exercise their over-allotment option.Becausethe indications of interest are not binding agreements or commitments to purchase,suchinvestors may determine to purchase more,fewer or no ADSs in this offering,and we andthe underwriters are under no obligation to sell ADSs to them.The und

276、erwriters willreceive the same underwriting discounts and commissions on any ADSs purchased by suchinvestors as they will on any other ADSs sold to the public in this offering.For additionalinformation,see“Underwriting.”Use of proceedsWe expect that we will receive net proceeds of approximately US$m

277、illion fromthis offering,or approximately US$million if the underwriters exercise their optionto purchase additional ADSs in full,assuming an initial public offering price ofUS$per ADS,which is the midpoint of the estimated range of the initial publicoffering price,after deducting estimated underwri

278、ting discounts and commissions andestimated offering expenses payable by us.We intend to use the net proceeds from this offering(i)approximately 35%forstrengthening our brand,expanding our pet hospital network in China,and furtherupgrading our pet care services;(ii)approximately 20%for investing in

279、our supply chainservice and local services capabilities;(iii)approximately 20%for exploring newinitiatives including upstream and downstream business opportunities as well as globalexpansion,although we have not identified any specific opportunities including mergersand acquisitions at this time;(iv

280、)approximately 15%for research and development toenhance digitalization and technology,especially in smart treatment,online platform anddata insight;and(v)approximately 10%for working capital and other general corporatepurposes.See“Use of Proceeds”for more information.202023/1/29Form F-1https:/www.s

281、ec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm28/386Table of ContentsLock-upWe,our directors and executive officers,our current shareholders and the holder of theNestl Convertible Note have agreed with the underwriters not to sell,transfer or otherwisedispose of any ADSs or ord

282、inary shares or any securities convertible into or exchangeableor exercisable for any of our ordinary shares or ADSs for a period of 180 days after thedate of this prospectus,subject to certain exceptions.See“Shares Eligible for Future Sales”and“Underwriting.”ListingWe intend to apply to have the AD

283、Ss listed on the Nasdaq Global Select Market under thesymbol“RPET.”Our ADSs and shares will not be listed on any other stock exchange ortraded on any automated quotation system.Payment and settlementThe underwriters expect to deliver the ADSs against payment therefor through the facilitiesof The Dep

284、ository Trust Company on ,2023.DepositaryJPMorgan Chase Bank,N.A.The number of ordinary shares that will be outstanding immediately after this offering:is based on 13,564,280,460 issued and outstanding ordinary shares as of the date of this prospectus,assuming that all of ouroutstanding Class A ordi

285、nary shares and Class B ordinary shares have been converted,on a one-for-one basis,into our ordinary sharesimmediately upon the completion of this offering;includes ordinary shares in the form of ADSs that we will issue and sell in this offering,assuming the underwriters do notexercise their over-al

286、lotment option to purchase additional ADSs;includes ordinary shares that we will issue to the holder of the Nestl Convertible Note upon the automatic conversion of theIPO Conversion Amount concurrently with the completion of this offering;and excludes all ordinary shares issuable upon exercise of ou

287、r outstanding options and ordinary shares reserved for future issuances underour share incentive plan.212023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm29/386Table of ContentsSUMMARY CONSOLIDATED FINANCIAL DATAThe following summary consolidated statem

288、ents of net loss data for the years ended December 31,2020 and 2021,summary consolidatedbalance sheets data as of December 31,2020 and 2021 and summary consolidated statements of cash flow data for the years ended December 31,2020 and 2021 have been derived from our audited consolidated financial st

289、atements included elsewhere in this prospectus.The followingsummary consolidated statements of net loss data for the nine months ended September 30,2021 and 2022,summary consolidated balance sheetdata as of September 30,2022 and summary consolidated cash flow data for the nine months ended September

290、 30,2021 and 2022 have beenderived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus and have been prepared onthe same basis as our audited consolidated financial statements.Our consolidated financial statements are prepared and presented in

291、 accordancewith accounting principles generally accepted in the United States of America(“U.S.GAAP”).Our historical results are not necessarily indicativeof results expected for future periods.You should read this Summary Consolidated Financial Data section together with our consolidated financialst

292、atements and the related notes and“Managements Discussion and Analysis of Financial Condition and Results of Operations”includedelsewhere in this prospectus.For the Year Ended December 31,For the Nine Months Ended September 30,2020 2021 2021 2022 RMB RMB US$RMB RMB US$(in thousands,except for share

293、and per share data)Summary Consolidated Statements of Net LossData:Revenues Services Pet care services 2,053,955 2,973,521 418,011 2,147,330 2,284,246 321,115 Product Supply chain 591,732 1,280,311 179,983 880,852 1,573,222 221,160 Local services 362,598 529,839 74,484 371,479 457,649 64,335 Total r

294、evenues 3,008,285 4,783,671 672,478 3,399,661 4,315,117 606,610 Cost of revenues Services Pet care services (1,969,207)(2,872,948)(403,872)(2,066,671)(2,279,401)(320,433)Product Supply chain (508,356)(1,133,886)(159,399)(764,012)(1,392,209)(195,714)Local services (388,241)(553,676)(77,835)(397,544)(

295、424,724)(59,707)Total cost of revenues (2,865,804)(4,560,510)(641,106)(3,228,227)(4,096,334)(575,854)Gross profit 142,481 223,161 31,372 171,434 218,783 30,756 Operating expenses:Sales and marketing (174,720)(357,173)(50,211)(222,616)(282,419)(39,702)General and administrative (895,681)(1,136,143)(1

296、59,716)(796,680)(907,933)(127,635)Research and development (52,332)(82,656)(11,620)(57,662)(92,727)(13,035)Total operating expenses (1,122,733)(1,575,972)(221,547)(1,076,958)(1,283,079)(180,372)Loss from operations (980,252)(1,352,811)(190,175)(905,524)(1,064,296)(149,616)Interest income 18,593 34,4

297、93 4,848 30,242 18,491 2,599 Interest expense (12,993)(32,631)(4,587)(22,479)(55,818)(7,847)Foreign exchange gain(loss)1,471 (390)(55)(585)(6,735)(947)Share of net(loss)profit from equity methodinvestments (290)(626)(88)(2,778)2,176 306 222023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/18419

298、31/0003126/d148072df1.htm30/386Table of Contents For the Year Ended December 31,For the Nine Months Ended September 30,2020 2021 2021 2022 RMB RMB US$RMB RMB US$(in thousands,except for share and per share data)Remeasurement gain on step acquisitions 6,609 54,337 7,639 54,337 Fair value l

299、oss of contingent consideration (21,277)(2,123)(298)(681)Gain on disposal of subsidiaries and long-term investments 509 72 2,861 217 31 Loss before income taxes (988,139)(1,299,242)(182,644)(844,607)(1,105,965)(155,474)Income tax expenses (11,645)(12,014)(1,689)(11,984)(3,393)(477)Net loss (999,784)

300、(1,311,256)(184,333)(856,591)(1,109,358)(155,951)Net loss attributable to non-controllinginterests 26,375 14,103 1,983 9,452 14,034 1,973 Foreign exchange gain(loss)on foreigncurrency denominated redeemableordinary shares (186,396)(74,390)(10,458)(19,450)339,473 47,722 Net loss attributable to Ruipe

301、ng Pet GroupInc.(1,159,805)(1,371,543)(192,808)(866,589)(755,851)(106,256)Net loss per share attributable to ordinaryshares:Basic and diluted (0.10)(0.11)(0.02)(0.07)(0.06)(0.01)Weighted average shares used to compute netloss per share attributable to ordinaryshares:Basic and diluted 5,179,509,953 5

302、,008,056,549 5,008,056,549 4,868,768,293 5,422,013,363 5,422,013,363 The following table presents our summary consolidated statements of balance sheet data as of December 31,2020 and 2021 and September30,2022:As of December 31,As of September 30,2020 2021 2022 RMB RMB US$RMB US$(in thousands)Summary

303、 Consolidated Statements of Balance Sheet Data:Current assets:Cash and cash equivalents 4,024,308 772,640 108,616 855,947 120,327 Restricted cash 914,725 128,590 1,571,701 220,946 Short-term investments 893,598 125,620 Accounts receivable,net 92,713 125,872 17,695 122,060 17,159 Inventories 423,646

304、729,935 102,612 665,445 93,547 Prepaid expenses and other current assets 416,920 720,752 101,322 568,096 79,862 Amounts due from related parties 8,246 916 129 Total current assets 4,965,833 4,158,438 584,584 3,783,249 531,841 Total assets 8,696,870 9,494,692 1,334,743 11,146,028 1,566,884 Current li

305、abilities:Short-term bank borrowings 350,000 1,392,280 195,724 1,893,788 266,225 Accounts payable 180,654 237,759 33,423 227,837 32,029 Income tax payable 12,244 1,920 270 1,697 239 Operating lease liabilities 471,100 66,226 Contract liabilities 234,778 355,722 50,007 350,891 49,327 Accrued expenses

306、 and other liabilities 1,151,283 1,535,527 215,861 1,518,964 213,532 232023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm31/386Table of Contents As of December 31,As of September 30,2020 2021 2022 RMB RMB US$RMB US$(in thousands)Total current liabilitie

307、s 1,928,959 3,523,208 495,285 4,464,277 627,578 Total liabilities 1,934,179 3,532,626 496,609 6,031,258 847,861 Redeemable ordinary shares 8,361,156 8,243,339 1,158,830 8,814,747 1,239,158 Total Ruipeng Pet Group Inc.shareholders deficit (1,718,562)(2,334,895)(328,234)(3,748,952)(527,019)Non-control

308、ling interests 120,097 53,622 7,538 48,975 6,884 Total other shareholders deficit (1,598,465)(2,281,273)(320,696)(3,699,977)(520,135)Total liabilities,redeemable ordinary shares and other shareholders deficit 8,696,870 9,494,692 1,334,743 11,146,028 1,566,884 The following table presents our summary

309、 consolidated statements of cash flow data for the years ended December 31,2020 and 2021 andthe nine months ended September 30,2021 and 2022:For the Year Ended December 31,For the Nine Months Ended September 30,2020 2021 2021 2022 RMB RMB US$RMB RMB US$(in thousands)Summary Consolidated Statements o

310、f Cash Flow Data:Net cash used in operating activities (476,107)(1,166,773)(164,022)(810,911)(502,096)(70,584)Net cash(used in)provided by investing activities (338,966)(2,099,295)(295,114)(2,369,766)571,583 80,352 Net cash provided by financing activities 4,033,403 971,849 136,620 429,106 455,432 6

311、4,024 Exchange rate effect on cash,cash equivalents and restricted cash (167,373)(42,724)(6,006)(24,327)215,364 30,275 Net increase(decrease)in cash,cash equivalents and restricted cash 3,050,957 (2,336,943)(328,522)(2,775,898)740,283 104,067 Cash,cash equivalents and restricted cash at the beginnin

312、g of theyear/period 973,351 4,024,308 565,728 4,024,308 1,687,365 237,206 Cash,cash equivalents and restricted cash at the end of the year/period 4,024,308 1,687,365 237,206 1,248,410 2,427,648 341,273 Non-GAAP Financial MeasuresIn evaluating our business,we consider and use Adjusted EBITDA and Adju

313、sted EBITDA Margin as supplemental non-GAAP measures toreview and assess our operating performance.The presentation of these non-GAAP measures is not intended to be considered in isolation or as asubstitute for the financial information prepared and presented in accordance with U.S.GAAP.We define Ad

314、justed EBITDA as net income,plusnet interest expense,depreciation and amortization,and further adjusted to eliminate the impact of certain items that we do not consider indicativeof our core operations.We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of our total revenues.We prese

315、nt Adjusted EBITDA and Adjusted EBITDA Margin because they are used by our management to evaluate our operatingperformance and formulate business plans.These non-GAAP measures reflect the companys ongoing business operations in a manner that allowsmore meaningful period-to-period comparisons.We also

316、 believe that the use of these non-GAAP measures facilitate investors to understand andevaluate our current operating performance and future prospects in the same manner as management does,if they so choose.We also believe thatthese non-GAAP measures provide useful information to both management and

317、 investors by 242023/1/29Form F-1https:/www.sec.gov/Archives/edgar/data/1841931/0003126/d148072df1.htm32/386Table of Contentsexcluding certain expenses,gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature ormay not be indica

318、tive of our core operating results and business outlook.These non-GAAP measures are not defined under U.S.GAAP and are not presented in accordance with U.S.GAAP.These non-GAAPmeasures have limitations as analytical tools.The non-GAAP adjustments to loss before income tax to arrive at the Adjusted EB

319、ITDA do notreflect all items of income and expense that affect our operations.Further,these non-GAAP measures may differ from the non-GAAP informationused by other companies,including peer companies,and therefore their comparability may be limited.We compensate for these limitations by reconciling A

320、djusted EBITDA to the nearest U.S.GAAP performance measure,all of which shouldbe considered when evaluating our performance.We encourage you to review our financial information in its entirety and not rely on a singlefinancial measure.The following table reconciles loss before income taxes to Adjust

321、ed EBITDA and Adjusted EBITDA Margin for the periods presented.For the Year Ended December 31,For the Nine Months Ended September 30,2020 2021 2021 2022 RMB RMB US$RMB RMB US$(in thousands,except for percentages)Reconciliation of loss before income tax toAdjusted EBITDA and Adjusted EBITDAMargin:Los

322、s before income taxes (988,139)(1,299,242)(182,644)(844,607)(1,105,965)(155,474)Adjustments:Depreciation and amortization 313,943 356,990 50,185 260,602 292,352 41,098 Interest expense 12,993 32,631 4,587 22,479 55,818 7,847 EBITDA (661,203)(909,621)(127,872)(561,526)(757,795)(106,529)Other Adjustme

323、nts:Non-cash costs:Share-based compensation 5,961 42,114 5,920 41,518 1,788 251 Fair value loss of contingent consideration 21,277 2,123 298 681 Non-recurring costs:One-off non-capitalizable deal expenses relatedto financing(1)18,537 12,995 1,827 1,594 6,384 898 Adjusted EBITDA (615,428)(852,389)(11

324、9,827)(517,733)(749,623)(105,380)Adjusted EBITDA Margin (20.5)%(17.8)%(17.8)%(15.2)%(17.4)%(17.4)%Notes:(1)One-off non-capitalizable deal expenses related to financing primarily consist of financial and legal professional fees paid in connection withour financing.252023/1/29Form F-1https:/www.sec.go

325、v/Archives/edgar/data/1841931/0003126/d148072df1.htm33/386Table of ContentsRISK FACTORSAn investment in our ADSs involves significant risks.You should consider carefully all of the information in this prospectus,including the risksand uncertainties described below,before making an investm

326、ent in our ADSs.Any of the following risks could have a material and adverse effect on ourbusiness,financial condition and results of operations.In any such case,the market price of our ADSs could decline,and you may lose all or part ofyour investment.In particular,as we are a China-based company in

327、corporated in the Cayman Islands,you should pay special attention to thesubsection headed“Risks Related to Doing Business in China”below.Risks Related to Our Business and IndustryThe pet care industry is highly fragmented and competitive.If we fail to compete effectively,we may lose our market share

328、 or fail to gain additionalmarket share,and our growth and profitability may be materially and adversely affected.The pet care industry is highly fragmented and competitive and we expect that competition may become even more intense in the future.Wecompete with a number of pet care services provider

329、s,specialty pet store chains and independent pet stores.We also compete with online retailers,supermarkets,warehouse clubs and mass merchants.The pet care industry has become increasingly competitive as existing market players expand theirpet-related service and product offerings and new players ent

330、er into the market.Some of our international competitors are larger and have access togreater capital and the ability to invest in more resources than we do.We may face greater competition from national,international,regional,local and online pet care services providers in the future.In particular,i

331、fany of our major competitors seeks to gain or retain market share by reducing prices or by introducing additional products or services,we may berequired to reduce prices on our key products or services or introduce new offerings in order to remain competitive,which may negatively affect ourprofitab

332、ility and require a change in our operating strategies.In addition,new competitors have been entering our market and may continue to do so and existing competitors may introduce new andcompetitive products and services.Some of our competitors or potential competitors may seek to differentiate themse

333、lves by offering similar products orservices at lower prices or bundled product and service offerings through co-marketing arrangements.We believe that our ability to compete effectively depends on many factors,including the breadth and depth of our products and service offerings,our pricing competitiveness,customer experience,our ability to form and retain a closed-loop business model,our supply