1、2022/5/13tv506666-f1a - block - 30.8976708shttps:/www.sec.gov/Archives/edgar/data/1734902/0008046/tv506666-f1a.htm1/255The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification af

2、ter April 5, 2012.(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registrationstatement on Form F-6 (Registration No. ). Each American depositary share represents one Class A ordinary share.(2) Includes C

3、lass A ordinary shares that are issuable upon the exercise of the underwriters over-allotment option. Also includes Class A ordinaryshares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of theirdistribution or within 40 d

4、ays after the later of the effective date of this registration statement and the date the shares are first bona fide offeredto the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.(3) Estimated solely for the purpose of determining the

5、 amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.(4) Previously paid.F-1/A 1 tv506666-f1a.htm AMENDMENT NO. 4 TO FORM F-1TABLE OF CONTENTSAs filed with the Securities and Exchange Commission on November 7, 2018Registration No. SECURITIES AND EXCH

6、ANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 4 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Weidai Ltd.(Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrants name into English)Cayman Islands6199Not Applicable (State or other jur

7、isdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S. Employer Identification Number) 50/F, West Building, Fortune Finance Center No. 33 Jiefang East Road Jianggan District, Hangzhou Zhejiang Province The Peoples Republic of China +86-571-5697-901

8、3(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Cogency Global Inc. 10 East 40Street, 10 Floor New York, N.Y. 10016 +1(800)221-0102(Name, address, including zip code, and telephone number, including area code, of agent for service)

9、 Copies to:Shuang Zhao, Esq. Cleary, Gottlieb, Steen & Hamilton LLP c/o 37 Floor, Hysan Place 500 Hennessy RoadCauseway Bay, Hong Kong +852 2521-4122Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP 35 Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 Approximate date of commenceme

10、nt of proposed sale to the public: as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933, check the following box. I

11、f this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a po

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

13、(d) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities A

14、ct 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 registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards pro

15、vided pursuant toSection 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEETitle of each class of securities to be registeredAmount to be registeredProposed maximum offering price per shareProposed maximum aggregate offering priceAmount of registration feeClass A ordinary shares, par

16、value US$0.000002 per share5,175,000US$11.00US$56,925,000US$6,899.31The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration State

17、ment shall thereafter become effective inaccordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as theSecurities and Exchange Commission, acting pursuant to said Section 8(a), may determine.th ththth(2)(3)(3)(2)(3)(4)(1)2022

18、/5/13tv506666-f1a - block - 30.8976708shttps:/www.sec.gov/Archives/edgar/data/1734902/0008046/tv506666-f1a.htm2/255 For additional information on underwriting compensation, see “Underwriting.”TABLE OF CONTENTSThe information in this preliminary prospectus is not complete and may be change

19、d. These securities maynot be sold until the registration statement filed with the United States Securities and ExchangeCommission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buythese securities in any jurisdiction where the offer or sale is not per

20、mitted.Subject to Completion. Dated November 7, 2018.4,500,000 American Depositary SharesWeidai Ltd.Representing 4,500,000 Class A Ordinary SharesThis is an initial public offering of American depositary shares, or ADSs, representing Class A ordinaryshares of Weidai Ltd.We are offering 4,500,000 ADS

21、s to be sold in this offering. Each ADS represents one Class A ordinaryshare, par value US$0.000002 per share. We anticipate the initial public offering price per ADS will be betweenUS$9.00 and US$11.00.Prior to this offering, there has been no public market for the ADSs or our shares. We have been

22、approved tolist the ADSs on the New York Stock Exchange, under the symbol “WEI.”We are an “emerging growth company” under applicable United States federal securities laws and areeligible for reduced public company reporting requirements.See “Risk Factors” on page 18 to read about factors you should

23、consider before buying the ADSs.Neither the United States Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense. Per ADS Total

24、 Initial public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us US$ US$ The underwriters have been granted a 30-day option to purchase up to an additional 675,000 ADSs from usat the initial public offering price less the underwriting discounts a

25、nd commissions.Immediately prior to the completion of this offering, our outstanding share capital will consist of Class Aordinary shares and Class B ordinary shares. Mr. Hong Yao, our founder, chairman and chief executive officer,will beneficially own all of our issued Class B ordinary shares. Thes

26、e Class B ordinary shares will constituteapproximately 50.1% of our total issued and outstanding share capital immediately after the completion of thisoffering and 83.4% of the aggregate voting power of our total issued and outstanding share capital immediatelyafter the completion of this offering,

27、assuming the underwriters do not exercise their over-allotment option.Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting andconversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitledto five vo

28、tes and is convertible into one Class A ordinary share at any time by the holder thereof. Class Aordinary shares are not convertible into Class B ordinary shares under any circumstances.Several investors have indicated an interest in purchasing up to US$50 million worth of ADSs in aggregatein this o

29、ffering at the initial public offering price and on the same terms as the other ADSs being offered. Suchinvestors are not our existing shareholders, directors or officers. We and the underwriters are currently under noobligation to sell ADSs to any of these investors, and any of these investors coul

30、d determine to purchase more,fewer or no ADSs in this offering. The underwriters will receive the same underwriting discounts andcommissions on any ADSs purchased by these investors as they will on any other ADSs sold to the public in thisoffering.The underwriters expect to deliver the ADSs against

31、payment in New York, New York on ,2018.MORGAN STANLEY CITIGROUP AMTDProspectus dated , 2018(1)(1)2022/5/13tv506666-f1a - block - 30.8976708shttps:/www.sec.gov/Archives/edgar/data/1734902/0008046/tv506666-f1a.htm3/255TABLE OF CONTENTS2022/5/13tv506666-f1a - block - 30.8976708shttps:/www.se

32、c.gov/Archives/edgar/data/1734902/0008046/tv506666-f1a.htm4/255TABLE OF CONTENTS2022/5/13tv506666-f1a - block - 30.8976708shttps:/www.sec.gov/Archives/edgar/data/1734902/0008046/tv506666-f1a.htm5/255TABLE OF CONTENTS TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 RISK FACTORS 18 S

33、PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 67 USE OF PROCEEDS 68 DIVIDEND POLICY 69 CAPITALIZATION 70 DILUTION 72 EXCHANGE RATE INFORMATION 74 ENFORCEABILITY OF CIVIL LIABILITIES 75 CORPORATE HISTORY AND STRUCTURE 77 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA 82 MANAGEMENTS DISCUSSION

34、AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS 85 INDUSTRY 117 BUSINESS 125 REGULATIONS 151 MANAGEMENT 169 PRINCIPAL SHAREHOLDERS 176 RELATED PARTY TRANSACTIONS 178 DESCRIPTION OF SHARE CAPITAL 180 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 188 SHARES ELIGIBLE FOR FUTURE SALES 199 TAXAT

35、ION 201 UNDERWRITING 207 EXPENSES RELATED TO THIS OFFERING 216 LEGAL MATTERS 217 EXPERTS 217 WHERE YOU CAN FIND ADDITIONAL INFORMATION 217 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything notcontained

36、 in this prospectus or in any free writing prospectus we may authorize to be delivered or made availableto you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sellonly the ADSs offered hereby, but only under circumstances and in jurisdictions whe

37、re it is lawful to do so. Theinformation contained in this prospectus is current only as of its date.Neither we nor any of the underwriters has done anything that would permit this offering or possession ordistribution of this prospectus or any filed free writing prospectus in any jurisdiction where

38、 action for thatpurpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictionsrelating to, the offering of the ADSs and the distribution

39、 of this prospectus or any filed free writing prospectusoutside of the United States.Until , 2018 (the 25 day after the date of this prospectus), all dealers that buy, sell or tradeADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition tothe

40、 obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.ith2022/5/13tv506666-f1a - block - 30.8976708shttps:/www.sec.gov/Archives/edgar/data/1734902/0008046/tv506666-f1a.htm6/255TABLE OF CONTENTS PROSPECTUS SUM

41、MARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the moredetailed information and financial statements appearing elsewhere in this prospectus. In addition to thissummary, we urge you to read the entire prospectus carefully, especially the risks of in

42、vesting in our ADSsdiscussed under “Risk Factors,” before deciding whether to invest in our ADSs. This prospectus containsinformation from an industry report commissioned by us and prepared by Oliver Wyman, an independent marketresearch firm, to provide information on the auto-backed loan market and

43、 several other markets in China, whichwe refer to as the Oliver Wyman Report.Our BusinessOur MissionProvide accessible credit for Chinas small and micro enterprises.OverviewWe are the largest auto-backed financing solution provider in China in terms of loan volume in each of 2015,2016 and 2017, with

44、 a market share of approximately 35% in 2017, according to the Oliver Wyman Report. Ourplatform connects borrowers, the majority of which are small and micro enterprise owners, with both onlineinvestors and institutional funding partners. Established in 2011 by a group of entrepreneurs with backgrou

45、nds insmall and micro enterprises, we are dedicated to providing small and micro enterprise owners with accessiblecredit. We pioneered auto-backed financing in China in the form of title loans. We believe our products andservices create exceptional value for both borrowers and investors.Small and mi

46、cro enterprises are vital to Chinas economic growth, contributing 32% of the countrys grossdomestic product, or GDP, in 2017 and creating significant job opportunities. However, they have substantial andgrowing unmet financing needs for daily operation and business expansion. Small and micro enterpr

47、ises oftenhave financing needs that are frequent, unpredictable and time-sensitive. Due to fast-evolving business nature,limited planning abilities and the lack of a nationwide credit rating system in China, small and micro enterprisesface difficulties including limited access to banks and other tra

48、ditional financing channels, high costs ofalternative lending channels, and the uncertainty of funding from families and friends. Auto-backed financingrepresents an attractive solution for small and micro enterprise owners, as automobiles are their most commonlyheld valuable assets and proper collat

49、erals enhance their credit profiles and enable them to obtain higher creditlimit at lower cost. In addition, auto-backed loans currently have a low penetration rate of 1.1% in 2017 in Chinaand the loan volume is expected to grow at a compound annual growth rate, or CAGR, of 48.6% from 2017 to2022, a

50、ccording to the Oliver Wyman Report.We were the first in China to introduce auto-backed financing product in the form of title loan with“collateral registration + GPS system” features in 2011, which has replaced the traditional model of lenderskeeping automobiles in custody and has since become the