|
Cayman Islands
|
| |
6199
|
| |
Not Applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Shuang Zhao, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP c/o 37 th Floor, Hysan Place 500 Hennessy Road Causeway Bay, Hong Kong +852 2521-4122 |
| |
Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP 35 th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 |
|
| | ||||||||||||||||||||||||
Title of each class of securities to be registered
|
| |
Amount to be
registered (2)(3) |
| |
Proposed maximum offering
price per share (3) |
| |
Proposed maximum aggregate
offering price (2)(3) |
| |
Amount of
registration fee (4) |
| ||||||||||||
Class A ordinary shares, par value US$0.000002
per share (1) |
| | | | 5,175,000 | | | | | US$ | 11.00 | | | | | US$ | 56,925,000 | | | | | US$ | 6,899.31 | | |
|
| | |
Per ADS
|
| |
Total
|
|
Initial public offering price
|
| |
US$
|
| |
US$
|
|
Underwriting discounts and commissions
(1)
|
| |
US$
|
| |
US$
|
|
Proceeds, before expenses, to us
|
| |
US$
|
| |
US$
|
|
| MORGAN STANLEY | | |
CREDIT SUISSE
|
| |
CITIGROUP
|
|
| | |
Page
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| | | | 217 | | | |
| | | | 217 | | | |
| | | | F-1 | | |
| | |
For the three months ended,
|
| |
July 2018
|
| |
August 2018
|
| |
September 2018
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31, 2018
|
| |
June 30, 2018
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
% of
total loan volume |
| |
RMB
|
| |
% of
total loan volume |
| |
RMB
|
| |
% of
total loan volume |
| |
RMB
|
| |
% of
total loan volume |
| |
RMB
|
| |
US$
|
| |
% of
total loan volume |
|||||||||||||||||||||||||||||||||
| | |
(in millions, except for percentages)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total loan volume
|
| | | | 24,645 | | | | | | 100.0 | | | | | | 19,994 | | | | | | 100.0 | | | | | | 6,023 | | | | | | 100.0 | | | | | | 5,009 | | | | | | 100.0 | | | | | | 5,998 | | | | | | 906.5 | | | | | | 100.0 | |
Including: | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans funded by
institutional funding partners |
| | | | 1,043 | | | | | | 4.2 | | | | | | 564 | | | | | | 2.8 | | | | | | 187 | | | | | | 3.1 | | | | | | 232 | | | | | | 4.6 | | | | | | 314 | | | | | | 47.4 | | | | | | 5.2 |
|
| |
For the three months ended,
|
| |||||||||||||||
| | |
March 31
|
| |
June 30
|
| |
September 30
|
| |||||||||
| | |
(in thousands, except for percentages)
|
| |||||||||||||||
2017
|
| | | | 237 | | | | | | 214 | | | | | | 202 | | |
2018
|
| | | | 285 | | | | | | 373 | | | | | | 226 | | |
Increase (%)
|
| | | | 20.0 | | | | | | 74.8 | | | | | | 11.9 | | |
| | |
Delinquent for
|
| |||||||||||||||||||||||||||
| | |
1-30 days
|
| |
31-60 days
|
| |
61-90 days
|
| |
Over 90 days
|
| |
Total
|
| |||||||||||||||
As of September 30, 2018
|
| | | | 0.75 % | | | | | | 0.29 % | | | | | | 0.58 % | | | | | | 1.48 % | | | | | | 3.10 % | | |
|
| | |
Delinquent for
|
| |||||||||||||||||||||||||||
| | |
1-30 days
|
| |
31-60 days
|
| |
61-90 days
|
| |
Over 90 days
|
| |
Total
|
| |||||||||||||||
As of September 30, 2018
|
| | | | 0.94 % | | | | | | 0.58 % | | | | | | 0.88 | | | | | | 2.18 % | | | | | | 4.57 % | | |
|
| | |
Six Months Ended
June 30, 2018 |
| |
Nine Months Ended September 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Net revenues: | | | | | |||||||||||||||
Loan facilitation services
|
| | | | 1,466,519 | | | | | | 2,310,986 | | | | | | 349,245 | | |
Post facilitation services
|
| | | | 165,391 | | | | | | 257,878 | | | | | | 38,971 | | |
Other revenues
|
| | | | 105,048 | | | | | | 140,818 | | | | | | 21,281 | | |
Financing income
|
| | | | 234,607 | | | | | | 340,586 | | | | | | 51,471 | | |
Less: Funding costs
|
| | | | (78,202 ) | | | | | | (115,278 ) | | | | | | (17,421 ) | | |
Net financing income
|
| | | | 156,405 | | | | | | 225,308 | | | | | | 34,050 | | |
Total net revenues
|
| | | | 1,883,270 | | | | | | 2,919,960 | | | | | | 441,276 | | |
Provision for loans and advances
|
| | | | (238,858 ) | | | | | | (424,941 ) | | | | | | (64,219 ) | | |
Net revenues after provision for loans and advances
|
| | | | 1,644,412 | | | | | | 2,495,019 | | | | | | 377,057 | | |
Operating costs and expenses: | | | | | |||||||||||||||
Origination and servicing
|
| | | | (916,160 ) | | | | | | (1,344,185 ) | | | | | | (203,138 ) | | |
Sales and marketing
|
| | | | (104,994 ) | | | | | | (181,966 ) | | | | | | (27,499 ) | | |
General and administrative
|
| | | | (165,148 ) | | | | | | (266,509 ) | | | | | | (40,276 ) | | |
Research and development
|
| | | | (67,214 ) | | | | | | (101,547 ) | | | | | | (15,346 ) | | |
Total operation costs and expenses
|
| | | | (1,253,516 ) | | | | | | (1,894,207 ) | | | | | | (286,259 ) | | |
Income from operations
|
| | | | 390,896 | | | | | | 600,812 | | | | | | 90,798 | | |
Interest income, net
|
| | | | 26,888 | | | | | | 45,544 | | | | | | 6,883 | | |
Government subsidies
|
| | | | 905 | | | | | | 37,924 | | | | | | 5,731 | | |
Other expense, net
|
| | | | (9,324 ) | | | | | | (8,503 ) | | | | | | (1,285 ) | | |
Net income before income taxes
|
| | | | 409,365 | | | | | | 675,777 | | | | | | 102,127 | | |
Income tax expenses
|
| | | | (102,014 ) | | | | | | (181,125 ) | | | | | | (27,372 ) | | |
Net income
|
| | | | 307,351 | | | | | | 494,652 | | | | | | 74,755 | | |
|
| | |
Six Months Ended
June 30, 2018 |
| |
Nine Months Ended September 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Reconciliation of Net Income to Adjusted Net Income: | | | | | |||||||||||||||
Net income
|
| | | | 307,351 | | | | | | 494,652 | | | | | | 74,755 | | |
Add: | | | | | |||||||||||||||
Share-based compensation expenses
|
| | | | 55,595 | | | | | | 83,355 | | | | | | 12,597 | | |
Adjusted net income before related taxes
|
| | | | 362,946 | | | | | | 578,007 | | | | | | 87,352 | | |
Income tax expenses
|
| | | | (9,496 ) | | | | | | (16,436 ) | | | | | | (2,484 ) | | |
Adjusted net income, net of taxes
|
| | | | 353,450 | | | | | | 561,571 | | | | | | 84,868 | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands, except for share and per share data)
|
| |||||||||||||||||||||||||||||||||
Summary Consolidated Statements of Comprehensive Income Data:
|
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Loan facilitation services: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 1,396,102 | | | | | | 2,529,980 | | | | | | 382,340 | | | | | | 1,219,947 | | | | | | 1,335,713 | | | | | | 201,858 | | |
Other secured loans
(1)
|
| | | | 9,791 | | | | | | 107,564 | | | | | | 16,255 | | | | | | 41,235 | | | | | | 69,801 | | | | | | 10,549 | | |
Unsecured loans
(2)
|
| | | | 4,353 | | | | | | 54,409 | | | | | | 8,223 | | | | | | 8,577 | | | | | | 61,005 | | | | | | 9,219 | | |
| | | | | 1,410,246 | | | | | | 2,691,953 | | | | | | 406,818 | | | | | | 1,269,759 | | | | | | 1,466,519 | | | | | | 221,626 | | |
Post facilitation services: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 144,524 | | | | | | 283,182 | | | | | | 42,795 | | | | | | 136,685 | | | | | | 151,405 | | | | | | 22,881 | | |
Other secured loan
(1)
|
| | | | 1,044 | | | | | | 10,958 | | | | | | 1,656 | | | | | | 4,069 | | | | | | 7,464 | | | | | | 1,128 | | |
Unsecured loans
(2)
|
| | | | 483 | | | | | | 6,045 | | | | | | 914 | | | | | | 953 | | | | | | 6,522 | | | | | | 985 | | |
| | | | | 146,051 | | | | | | 300,185 | | | | | | 45,365 | | | | | | 141,707 | | | | | | 165,391 | | | | | | 24,994 | | |
Other revenues
|
| | | | 204,953 | | | | | | 305,037 | | | | | | 46,098 | | | | | | 152,936 | | | | | | 105,048 | | | | | | 15,875 | | |
Financing income
|
| | | | 9,053 | | | | | | 303,292 | | | | | | 45,835 | | | | | | 15,425 | | | | | | 234,607 | | | | | | 35,455 | | |
Less: Funding costs
|
| | | | (2,439 ) | | | | | | (39,056 ) | | | | | | (5,903 ) | | | | | | (4,628 ) | | | | | | (78,202 ) | | | | | | (11,818 ) | | |
Net financing income
|
| | | | 6,614 | | | | | | 264,236 | | | | | | 39,932 | | | | | | 10,797 | | | | | | 156,405 | | | | | | 23,637 | | |
Total net revenues
|
| | | | 1,761,380 | | | | | | 3,545,430 | | | | | | 535,798 | | | | | | 1,568,585 | | | | | | 1,883,270 | | | | | | 284,608 | | |
Provision for loans and advances
|
| | | | (144,617 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | | | | | (159,677 ) | | | | | | (238,858 ) | | | | | | (36,097 ) | | |
Net revenues after provision for loans and advances
|
| | | | 1,616,763 | | | | | | 3,061,367 | | | | | | 462,645 | | | | | | 1,408,908 | | | | | | 1,644,412 | | | | | | 248,511 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Origination and servicing
|
| | | | (993,623 ) | | | | | | (1,784,914 ) | | | | | | (269,743 ) | | | | | | (820,784 ) | | | | | | (916,160 ) | | | | | | (138,453 ) | | |
Sales and marketing
|
| | | | (71,139 ) | | | | | | (273,838 ) | | | | | | (41,383 ) | | | | | | (72,111 ) | | | | | | (104,994 ) | | | | | | (15,867 ) | | |
General and administrative
|
| | | | (117,004 ) | | | | | | (316,772 ) | | | | | | (47,872 ) | | | | | | (133,378 ) | | | | | | (165,148 ) | | | | | | (24,959 ) | | |
Research and development
|
| | | | (56,142 ) | | | | | | (100,966 ) | | | | | | (15,258 ) | | | | | | (34,081 ) | | | | | | (67,214 ) | | | | | | (10,158 ) | | |
Total operation costs and expenses
|
| | | | (1,237,908 ) | | | | | | (2,476,490 ) | | | | | | (374,256 ) | | | | | | (1,060,354 ) | | | | | | (1,253,516 ) | | | | | | (189,437 ) | | |
Income from operations
|
| | | | 378,855 | | | | | | 584,877 | | | | | | 88,389 | | | | | | 348,554 | | | | | | 390,896 | | | | | | 59,074 | | |
Net income before income taxes
|
| | | | 396,159 | | | | | | 668,024 | | | | | | 100,954 | | | | | | 369,926 | | | | | | 409,365 | | | | | | 61,865 | | |
Income tax expenses
|
| | | | (105,130 ) | | | | | | (193,203 ) | | | | | | (29,197 ) | | | | | | (101,691 ) | | | | | | (102,014 ) | | | | | | (15,417 ) | | |
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | | | | | 268,235 | | | | | | 307,351 | | | | | | 46,448 | | |
Dividends declared to preferred shareholders
|
| | | | — | | | | | | (8,604 ) | | | | | | (1,301 ) | | | | | | (8,604 ) | | | | | | — | | | | | | — | | |
Modification of Series A, A+ and B preferred shares
|
| | | | (861 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accretion to redemption value of Series C redeemable convertible preferred shares
|
| | | | (120,000 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Reversal of accretion on Series C preferred shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 18,135 | | |
Net income and comprehensive income attributable to Weidai Ltd.’s ordinary shareholders
|
| | | | 170,168 | | | | | | 466,217 | | | | | | 70,456 | | | | | | 259,631 | | | | | | 428,096 | | | | | | 64,696 | | |
|
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2018
|
| |||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Summary Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Cash and cash equivalents
|
| | | | 1,314,814 | | | | | | 1,765,572 | | | | | | 266,820 | | | | | | 1,823,295 | | | | | | 275,543 | | |
Restricted cash
|
| | | | — | | | | | | 1,092,921 | | | | | | 165,166 | | | | | | 911,796 | | | | | | 137,794 | | |
Loans and advances, net (net of allowance of RMB67.5 million, RMB404.9 million (US$61.2 million) andRMB414.4 million (US$62.6 million)as of December 31, 2016 and 2017 andJune 30, 2018, respectively)
|
| | | | 293,158 | | | | | | 1,938,492 | | | | | | 292,952 | | | | | | 1,725,015 | | | | | | 260,690 | | |
Prepaid expenses and other assets
|
| | | | 328,853 | | | | | | 433,597 | | | | | | 65,527 | | | | | | 628,063 | | | | | | 94,916 | | |
Total current assets
|
| | | | 2,011,025 | | | | | | 5,248,250 | | | | | | 793,135 | | | | | | 5,137,421 | | | | | | 776,386 | | |
Restricted cash
|
| | | | — | | | | | | 4,000 | | | | | | 604 | | | | | | 8,000 | | | | | | 1,209 | | |
Loans and advances, net (net of allowance of nil, RMB1.4 million (US$206 thousand) andRMB1.2 million (US$183 thousand)as of December 31, 2016 and 2017 and
June 30, 2018, respectively) |
| | | | — | | | | | | 390,171 | | | | | | 58,964 | | | | | | 494,450 | | | | | | 74,723 | | |
Total non-current assets
|
| | | | 94,465 | | | | | | 1,019,551 | | | | | | 154,078 | | | | | | 808,115 | | | | | | 122,125 | | |
Total assets
|
| | | | 2,105,490 | | | | | | 6,267,801 | | | | | | 947,213 | | | | | | 5,945,536 | | | | | | 898,511 | | |
Payable to institutional funding partners and online investors
|
| | | | 94,663 | | | | | | 1,770,681 | | | | | | 267,592 | | | | | | 1,341,677 | | | | | | 202,759 | | |
Current account with online investors and borrowers
|
| | | | 890,192 | | | | | | 1,883,446 | | | | | | 284,633 | | | | | | 1,774,143 | | | | | | 268,115 | | |
Deferred revenue
|
| | | | 13,196 | | | | | | 12,330 | | | | | | 1,862 | | | | | | 8,299 | | | | | | 1,254 | | |
Total current liabilities
|
| | | | 1,360,563 | | | | | | 4,633,990 | | | | | | 700,305 | | | | | | 3,829,208 | | | | | | 580,195 | | |
Payable to institutional funding partners and online investors
|
| | | | — | | | | | | 416,118 | | | | | | 62,885 | | | | | | 536,774 | | | | | | 81,119 | | |
Deferred revenue
|
| | | | 1,100 | | | | | | 887 | | | | | | 134 | | | | | | 2,473 | | | | | | 374 | | |
Total non-current liabilities
|
| | | | 9,433 | | | | | | 457,724 | | | | | | 69,173 | | | | | | 599,765 | | | | | | 90,638 | | |
Total liabilities
|
| | | | 1,369,996 | | | | | | 5,091,714 | | | | | | 769,478 | | | | | | 4,438,973 | | | | | | 670,833 | | |
Total mezzanine equity
|
| | | | 388,910 | | | | | | 388,910 | | | | | | 58,773 | | | | | | 250,054 | | | | | | 37,790 | | |
Total shareholders’ equity
|
| | | | 346,584 | | | | | | 787,177 | | | | | | 118,962 | | | | | | 1,256,509 | | | | | | 189,888 | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Summary Consolidated Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net cash provided by operating activities
|
| | | | 924,388 | | | | | | 2,284,077 | | | | | | 345,178 | | | | | | 531,733 | | | | | | 23,596 | | | | | | 3,566 | | |
Net cash (used in) provided by investing activities
|
| | | | (337,051 ) | | | | | | (2,941,921 ) | | | | | | (444,594 ) | | | | | | (707,663 ) | | | | | | 216,060 | | | | | | 32,651 | | |
Net cash provided by (used in) financing activities
|
| | | | 458,614 | | | | | | 2,205,523 | | | | | | 333,307 | | | | | | 163,462 | | | | | | (359,058 ) | | | | | | (54,261 ) | | |
Net increase (decrease) in cash, cash equivalents and
restricted cash |
| | | | 1,045,951 | | | | | | 1,547,679 | | | | | | 233,891 | | | | | | (12,468 ) | | | | | | (119,402 ) | | | | | | (18,044 ) | | |
Cash, cash equivalents and restricted cash at beginning of year/period
|
| | | | 268,863 | | | | | | 1,314,814 | | | | | | 198,699 | | | | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | |
Cash, cash equivalents and restricted cash at end of year/period
|
| | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | | | | | 1,302,346 | | | | | | 2,743,091 | | | | | | 414,546 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Reconciliation of Net Income to Adjusted Net
Income: |
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | | | | | 268,235 | | | | | | 307,351 | | | | | | 46,448 | | |
Add: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Share-based compensation expenses
|
| | | | 32,326 | | | | | | 40,719 | | | | | | 6,154 | | | | | | 18,836 | | | | | | 55,595 | | | | | | 8,402 | | |
Adjusted net income before related taxes
|
| | | | 323,355 | | | | | | 515,540 | | | | | | 77,911 | | | | | | 287,071 | | | | | | 362,946 | | | | | | 54,850 | | |
Income tax expenses
|
| | | | (8,082 ) | | | | | | (10,180 ) | | | | | | (1,538 ) | | | | | | (4,709 ) | | | | | | (9,496 ) | | | | | | (1,435 ) | | |
Adjusted net income, net of taxes
|
| | | | 315,273 | | | | | | 505,360 | | | | | | 76,373 | | | | | | 282,362 | | | | | | 353,450 | | | | | | 53,415 | | |
|
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(except for number of users)
|
| |||||||||||||||||||||||||||||||||
Loan volume by type of loan product: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Auto-backed loans (in millions)
|
| | | | 45,429 | | | | | | 80,201 | | | | | | 12,120 | | | | | | 38,089 | | | | | | 35,600 | | | | | | 5,380 | | |
Other secured loans
(1)
(in millions)
|
| | | | 2,124 | | | | | | 10,934 | | | | | | 1,652 | | | | | | 5,035 | | | | | | 5,634 | | | | | | 851 | | |
Unsecured loans
(2)
(in millions)
|
| | | | 441 | | | | | | 5,801 | | | | | | 877 | | | | | | 518 | | | | | | 3,405 | | | | | | 515 | | |
Total loan volume (in millions)
|
| | | | 47,993 | | | | | | 96,937 | | | | | | 14,649 | | | | | | 43,643 | | | | | | 44,639 | | | | | | 6,746 | | |
Number of active auto-backed loan borrowers (in thousands)
|
| | | | 216 | | | | | | 315 | | | | | | | | | | | | 198 | | | | | | 225 | | | | |||||
Number of active online investors
(in thousands) |
| | | | 300 | | | | | | 561 | | | | | | | | | | | | 333 | | | | | | 521 | | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||
Loan balance by type of loan products: | | | | | | | | ||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 9,582 | | | | | | 15,203 | | | | | | 2,298 | | | | | | 11,966 | | | | | | 17,161 | | | | | | 2,593 | | |
Other secured loans
|
| | | | 1,314 | | | | | | 2,885 | | | | | | 436 | | | | | | 2,698 | | | | | | 2,605 | | | | | | 394 | | |
Unsecured loans
|
| | | | 177 | | | | | | 1,928 | | | | | | 291 | | | | | | 409 | | | | | | 2,357 | | | | | | 356 | | |
Total loan balance
|
| | | | 11,074 | | | | | | 20,017 | | | | | | 3,025 | | | | | | 15,073 | | | | | | 22,123 | | | | | | 3,343 | | |
| | |
As of June 30, 2018
(1)
|
| |||||||||||||||||||||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma As
Adjusted (2) (4) |
| |||||||||||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands, except for share and per share data)
|
| |||||||||||||||||||||||||||||||||
Shareholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares (par value of US$0.000002
per share; 24,982,901,300 shares authorized, 48,392,050 shares issued and outstanding as of June 30, 2018) |
| | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Series A preferred shares (par value of
US$0.000002 per share; 9,146,250 shares authorized, issued and outstanding as of December 31, 2017 and June 30, 2018) |
| | | | 18,856 | | | | | | 2,850 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Class A ordinary shares (par value of US$0.000002 per share; 30,419,350 shares issued and outstanding as of June 30, 2018, on a pro forma basis; 34,919,350 issued and outstanding on a pro forma as adjusted basis)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Class B ordinary shares (par value of US$0.000002 per share; 35,071,400 shares issued and outstanding, as of June 30, 2018, on pro forma and pro forma as adjusted basis)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 485,962 | | | | | | 73,440 | | | | | | 754,873 | | | | | | 114,080 | | | | | | 1,005,591 | | | | | | 151,970 | | |
Retained earnings
|
| | | | 746,920 | | | | | | 112,877 | | | | | | 746,920 | | | | | | 112,877 | | | | | | 746,920 | | | | | | 112,877 | | |
Noncontrolling interests
|
| | | | 4,770 | | | | | | 721 | | | | | | 4,770 | | | | | | 721 | | | | | | 4,770 | | | | | | 721 | | |
Total shareholders’ equity
(3)
|
| | | | 1,256,509 | | | | | | 189,888 | | | | | | 1,506,563 | | | | | | 227,678 | | | | | | 1,757,281 | | | | | | 265,568 | | |
Total mezzanine equity and shareholders’ equity
(3)
|
| | | | 1,506,563 | | | | | | 227,678 | | | | | | 1,506,563 | | | | | | 277,678 | | | | | | 1,757,281 | | | | | | 265,568 | | |
| | |
Per Ordinary Share
|
| |
Per ADS
|
|
Assumed initial public offering price
|
| | US$10.00 | | | US$10.00 | |
Net tangible book value as of June 30, 2018
|
| | US$4.66 | | | US$4.66 | |
Pro forma net tangible book value after giving effect to the conversion and redesignation of all our preferred shares into Class A ordinary share
|
| | US$3.44 | | | US$3.44 | |
Pro forma as adjusted net tangible book value after giving effect to conversion and redesignation of our preferred shares into Class A ordinary share and this offering
|
| | US$3.76 | | | US$3.76 | |
Amount of dilution in net tangible book value to new investors in this offering
|
| | US$6.24 | | | US$6.24 | |
| | |
Ordinary Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price Per Ordinary Share |
| |
Average
Price Per ADS |
| | |||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
(in thousands) |
| |
Percent
|
| | |||||||||||||||||
Existing shareholders
|
| | | | 65,490,750 | | | | | | 93.6 % | | | | US$42,020 | | | 48.3% | | | US$0.64 | | | | US$ | 0.64 | | | | | |
New investors
|
| | | | 4,500,000 | | | | | | 6.4 % | | | | US$45,000 | | | 51.7% | | | US$10.00 | | | | US$ | 10.00 | | | | | |
Total
|
| | | | 69,990,750 | | | | | | 100.0 % | | | | US$87,020 | | | 100.0% | | | | | | | | | | | | | |
| | |
Certified Exchange Rate
|
| | |||||||||||||||||||||||
Period
|
| |
Period End
|
| |
Average
(1)
|
| |
Low
|
| |
High
|
| | ||||||||||||||
| | |
(RMB per US$1.00)
|
| | |||||||||||||||||||||||
2013
|
| | | | 6.0537 | | | | | | 6.1478 | | | | | | 6.2438 | | | | | | 6.0537 | | | | ||
2014
|
| | | | 6.2046 | | | | | | 6.1620 | | | | | | 6.2591 | | | | | | 6.0402 | | | | ||
2015
|
| | | | 6.4778 | | | | | | 6.2827 | | | | | | 6.4896 | | | | | | 6.1870 | | | | ||
2016
|
| | | | 6.9430 | | | | | | 6.6400 | | | | | | 6.9580 | | | | | | 6.4480 | | | | ||
2017
|
| | | | 6.5063 | | | | | | 6.7350 | | | | | | 6.9575 | | | | | | 6.4773 | | | | ||
2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May
|
| | | | 6.4096 | | | | | | 6.3701 | | | | | | 6.4175 | | | | | | 6.3325 | | | | ||
June
|
| | | | 6.6171 | | | | | | 6.4651 | | | | | | 6.6235 | | | | | | 6.3850 | | | | ||
July
|
| | | | 6.8038 | | | | | | 6.7164 | | | | | | 6.8102 | | | | | | 6.6123 | | | | ||
August
|
| | | | 6.8300 | | | | | | 6.8453 | | | | | | 6.9330 | | | | | | 6.8018 | | | | ||
September
|
| | | | 6.8680 | | | | | | 6.8551 | | | | | | 6.8880 | | | | | | 6.8270 | | | | ||
October
|
| | | | 6.9737 | | | | | | 6.9191 | | | | | | 6.9737 | | | | | | 6.8680 | | | | ||
November (through November 2)
|
| | | | 6.8894 | | | | | | 6.9050 | | | | | | 6.9205 | | | | | | 6.8894 | | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands, except for share and per share data)
|
| |||||||||||||||||||||||||||||||||
Selected Consolidated Statements of Comprehensive Income Data:
|
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Loan facilitation services: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 1,396,102 | | | | | | 2,529,980 | | | | | | 382,340 | | | | | | 1,219,947 | | | | | | 1,335,713 | | | | | | 201,858 | | |
Other secured loans
(1)
|
| | | | 9,791 | | | | | | 107,564 | | | | | | 16,255 | | | | | | 41,235 | | | | | | 69,801 | | | | | | 10,549 | | |
Unsecured loans
(2)
|
| | | | 4,353 | | | | | | 54,409 | | | | | | 8,223 | | | | | | 8,577 | | | | | | 61,005 | | | | | | 9,219 | | |
| | | | | 1,410,246 | | | | | | 2,691,953 | | | | | | 406,818 | | | | | | 1,269,759 | | | | | | 1,466,519 | | | | | | 221,626 | | |
Post facilitation services: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 144,524 | | | | | | 283,182 | | | | | | 42,795 | | | | | | 136,685 | | | | | | 151,405 | | | | | | 22,881 | | |
Other secured loan
(1)
|
| | | | 1,044 | | | | | | 10,958 | | | | | | 1,656 | | | | | | 4,069 | | | | | | 7,464 | | | | | | 1,128 | | |
Unsecured loans
(2)
|
| | | | 483 | | | | | | 6,045 | | | | | | 914 | | | | | | 953 | | | | | | 6,522 | | | | | | 985 | | |
| | | | | 146,051 | | | | | | 300,185 | | | | | | 45,365 | | | | | | 141,707 | | | | | | 165,391 | | | | | | 24,994 | | |
Other revenues
|
| | | | 204,953 | | | | | | 305,037 | | | | | | 46,098 | | | | | | 152,936 | | | | | | 105,048 | | | | | | 15,875 | | |
Financing income
|
| | | | 9,053 | | | | | | 303,292 | | | | | | 45,835 | | | | | | 15,425 | | | | | | 234,607 | | | | | | 35,455 | | |
Less: Funding costs
|
| | | | (2,439 ) | | | | | | (39,056 ) | | | | | | (5,903 ) | | | | | | (4,628 ) | | | | | | (78,202 ) | | | | | | (11,818 ) | | |
Net financing income
|
| | | | 6,614 | | | | | | 264,236 | | | | | | 39,932 | | | | | | 10,797 | | | | | | 156,405 | | | | | | 23,637 | | |
Total net revenues
|
| | | | 1,761,380 | | | | | | 3,545,430 | | | | | | 535,798 | | | | | | 1,568,585 | | | | | | 1,883,270 | | | | | | 284,608 | | |
Provision for loans and advances
|
| | | | (144,617 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | | | | | (159,677 ) | | | | | | (238,858 ) | | | | | | (36,097 ) | | |
Net revenues after provision for loans and advances
|
| | | | 1,616,763 | | | | | | 3,061,367 | | | | | | 462,645 | | | | | | 1,408,908 | | | | | | 1,644,412 | | | | | | 248,511 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Origination and servicing
|
| | | | (993,623 ) | | | | | | (1,784,914 ) | | | | | | (269,743 ) | | | | | | (820,784 ) | | | | | | (916,160 ) | | | | | | (138,453 ) | | |
Sales and marketing
|
| | | | (71,139 ) | | | | | | (273,838 ) | | | | | | (41,383 ) | | | | | | (72,111 ) | | | | | | (104,994 ) | | | | | | (15,867 ) | | |
General and administrative
|
| | | | (117,004 ) | | | | | | (316,772 ) | | | | | | (47,872 ) | | | | | | (133,378 ) | | | | | | (165,148 ) | | | | | | (24,959 ) | | |
Research and development
|
| | | | (56,142 ) | | | | | | (100,966 ) | | | | | | (15,258 ) | | | | | | (34,081 ) | | | | | | (67,214 ) | | | | | | (10,158 ) | | |
Total operation costs and expenses
|
| | | | (1,237,908 ) | | | | | | (2,476,490 ) | | | | | | (374,256 ) | | | | | | (1,060,354 ) | | | | | | (1,253,516 ) | | | | | | (189,437 ) | | |
Income from operations
|
| | | | 378,855 | | | | | | 584,877 | | | | | | 88,389 | | | | | | 348,554 | | | | | | 390,896 | | | | | | 59,074 | | |
Net income before income taxes
|
| | | | 396,159 | | | | | | 668,024 | | | | | | 100,954 | | | | | | 369,926 | | | | | | 409,365 | | | | | | 61,865 | | |
Income tax expenses
|
| | | | (105,130 ) | | | | | | (193,203 ) | | | | | | (29,197 ) | | | | | | (101,691 ) | | | | | | (102,014 ) | | | | | | (15,417 ) | | |
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | | | | | 268,235 | | | | | | 307,351 | | | | | | 46,448 | | |
Net loss attributable to noncontrolling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 745 | | | | | | 113 | | |
Net income and comprehensive income attributable to Weidai Ltd.’s shareholders
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | | | | | 268,235 | | | | | | 308,096 | | | | | | 46,561 | | |
Dividends declared to preferred shareholders
|
| | | | — | | | | | | (8,604 ) | | | | | | (1,301 ) | | | | | | (8,604 ) | | | | | | — | | | | | | — | | |
Modification of Series A, A+ and B preferred shares
|
| | | | (861 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accretion to redemption value of Series C redeemable convertible preferred shares
|
| | | | (120,000 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Reversal of accretion on Series C preferred shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 18,135 | | |
Net income and comprehensive income attributable to Weidai Ltd.’s ordinary shareholders
|
| | | | 170,168 | | | | | | 466,217 | | | | | | 70,456 | | | | | | 259,631 | | | | | | 428,096 | | | | | | 64,696 | | |
|
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2018
|
| |||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Selected Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Cash and cash equivalents
|
| | | | 1,314,814 | | | | | | 1,765,572 | | | | | | 266,820 | | | | | | 1,823,295 | | | | | | 275,543 | | |
Restricted cash
|
| | | | — | | | | | | 1,092,921 | | | | | | 165,166 | | | | | | 911,796 | | | | | | 137,794 | | |
Loans and advances, net (net of allowance of RMB67.5 million, RMB404.9 million (US$61.2 million) and RMB414.4 million (US$62.6 million) as of December 31, 2016 and 2017 and June 30, 2018, respectively)
|
| | | | 293,158 | | | | | | 1,938,492 | | | | | | 292,952 | | | | | | 1,725,015 | | | | | | 260,690 | | |
Prepaid expenses and other assets
|
| | | | 328,853 | | | | | | 433,597 | | | | | | 65,527 | | | | | | 628,063 | | | | | | 94,916 | | |
Total current assets
|
| | | | 2,011,025 | | | | | | 5,248,250 | | | | | | 793,135 | | | | | | 5,137,421 | | | | | | 776,386 | | |
Loans and advances, net (net of allowance of nil,
RMB1.4 million (US$206 thousand) RMB1.2 million (US$183 thousand) as of December 31, 2016 and 2017 and June 30, 2018, respectively) |
| | | | — | | | | | | 390,171 | | | | | | 58,964 | | | | | | 494,450 | | | | | | 74,723 | | |
Total non-current assets
|
| | | | 94,465 | | | | | | 1,019,551 | | | | | | 154,078 | | | | | | 808,115 | | | | | | 122,125 | | |
Total assets
|
| | | | 2,105,490 | | | | | | 6,267,801 | | | | | | 947,213 | | | | | | 5,945,536 | | | | | | 898,511 | | |
Short-term borrowings
|
| | | | — | | | | | | 200,000 | | | | | | 30,225 | | | | | | 200,000 | | | | | | 30,225 | | |
Payable to institutional funding partners and online investors
|
| | | | 94,663 | | | | | | 1,770,681 | | | | | | 267,592 | | | | | | 1,341,677 | | | | | | 202,759 | | |
Current account with online investors and borrower
|
| | | | 890,192 | | | | | | 1,883,446 | | | | | | 284,633 | | | | | | 1,774,143 | | | | | | 268,115 | | |
Deferred revenue
|
| | | | 13,196 | | | | | | 12,330 | | | | | | 1,862 | | | | | | 8,299 | | | | | | 1,254 | | |
Total current liabilities
|
| | | | 1,360,563 | | | | | | 4,633,990 | | | | | | 700,305 | | | | | | 3,829,208 | | | | | | 580,195 | | |
Payable to institutional funding partners and online investors
|
| | | | — | | | | | | 416,118 | | | | | | 62,885 | | | | | | 536,774 | | | | | | 81,119 | | |
Deferred revenue
|
| | | | 1,100 | | | | | | 887 | | | | | | 134 | | | | | | 2,473 | | | | | | 374 | | |
Total non-current liabilities
|
| | | | 9,433 | | | | | | 457,724 | | | | | | 69,173 | | | | | | 599,765 | | | | | | 90,638 | | |
Total liabilities
|
| | | | 1,369,996 | | | | | | 5,091,714 | | | | | | 769,478 | | | | | | 4,438,973 | | | | | | 670,833 | | |
Total mezzanine equity
|
| | | | 388,910 | | | | | | 388,910 | | | | | | 58,773 | | | | | | 250,054 | | | | | | 37,790 | | |
Total shareholders’ equity
|
| | | | 346,584 | | | | | | 787,177 | | | | | | 118,962 | | | | | | 1,256,509 | | | | | | 189,888 | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Selected Consolidated Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net cash provided by operating activities
|
| | | | 924,388 | | | | | | 2,284,077 | | | | | | 345,178 | | | | | | 531,733 | | | | | | 23,596 | | | | | | 3,566 | | |
Net cash (used in) provided by investing activities
|
| | | | (337,051 ) | | | | | | (2,941,921 ) | | | | | | (444,594 ) | | | | | | (707,663 ) | | | | | | 216,060 | | | | | | 32,651 | | |
Net cash provided by (used in) financing activities
|
| | | | 458,614 | | | | | | 2,205,523 | | | | | | 333,307 | | | | | | 163,462 | | | | | | (359,058 ) | | | | | | (54,261 ) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 1,045,951 | | | | | | 1,547,679 | | | | | | 233,891 | | | | | | (12,468 ) | | | | | | (119,402 ) | | | | | | (18,044 ) | | |
Cash, cash equivalents and restricted cash at beginning of year/period
|
| | | | 268,863 | | | | | | 1,314,814 | | | | | | 198,699 | | | | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | |
Cash, cash equivalents and restricted cash at end of year/period
|
| | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | | | | | 1,302,346 | | | | | | 2,743,091 | | | | | | 414,546 | | |
| | |
For the year ended December 31,
|
| |
For the six months ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
( except for number of users)
|
| |||||||||||||||||||||||||||||||||
Loan volume by type of loan product: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Auto-backed loans (in millions)
|
| | | | 45,429 | | | | | | 80,201 | | | | | | 12,120 | | | | | | 38,089 | | | | | | 35,600 | | | | | | 5,380 | | |
Other secured loans
(1)
(in millions)
|
| | | | 2,124 | | | | | | 10,934 | | | | | | 1,652 | | | | | | 5,035 | | | | | | 5,634 | | | | | | 851 | | |
Unsecured loans
(2)
(in millions)
|
| | | | 441 | | | | | | 5,801 | | | | | | 877 | | | | | | 518 | | | | | | 3,405 | | | | | | 515 | | |
Total loan volume (in millions)
|
| | | | 47,993 | | | | | | 96,937 | | | | | | 14,649 | | | | | | 43,643 | | | | | | 44,639 | | | | | | 6,746 | | |
Number of active auto-backed loan borrowers
(in thousands) |
| | | | 216 | | | | | | 315 | | | | | | | | | | | | 198 | | | | | | 225 | | | | | | | | |
Number of active online investors (in thousands)
|
| | | | 300 | | | | | | 561 | | | | | | | | | | | | 333 | | | | | | 521 | | | | | | | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||
Loan balance by type of loan products: | | | | | | | | ||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 9,582 | | | | | | 15,203 | | | | | | 2,298 | | | | | | 11,966 | | | | | | 17,161 | | | | | | 2,593 | | |
Other secured loans
|
| | | | 1,314 | | | | | | 2,885 | | | | | | 436 | | | | | | 2,698 | | | | | | 2,605 | | | | | | 394 | | |
Unsecured loans
|
| | | | 177 | | | | | | 1,928 | | | | | | 291 | | | | | | 409 | | | | | | 2,357 | | | | | | 356 | | |
Total loan balance
|
| | | | 11,074 | | | | | | 20,017 | | | | | | 3,025 | | | | | | 15,073 | | | | | | 22,123 | | | | | | 3,343 | | |
| | |
Delinquent for
|
| |||||||||||||||||||||||||||
| | |
1 – 30 days
|
| |
31 – 60 days
|
| |
61 – 90 days
|
| |
Over 90 days
|
| |
Total
|
| |||||||||||||||
As of December 31, 2016
|
| | | | 0.71 % | | | | | | 0.53 % | | | | | | 0.42 % | | | | | | 0.96 % | | | | | | 2.62 % | | |
As of December 31, 2017
|
| | | | 0.45 % | | | | | | 0.27 % | | | | | | 0.23 % | | | | | | 1.56 % | | | | | | 2.51 % | | |
As of June 30, 2018
|
| | | | 0.60 % | | | | | | 0.28 % | | | | | | 0.18 % | | | | | | 1.58 % | | | | | | 2.64 % | | |
|
| | |
Delinquent for
|
| |||||||||||||||||||||||||||
| | |
1 – 30 days
|
| |
31 – 60 days
|
| |
61 – 90 days
|
| |
Over 90 days
|
| |
Total
|
| |||||||||||||||
As of December 31, 2016
|
| | | | 0.63 % | | | | | | 0.47 % | | | | | | 0.37 % | | | | | | 0.85 % | | | | | | 2.32 % | | |
As of December 31, 2017
|
| | | | 0.83 % | | | | | | 0.49 % | | | | | | 0.28 % | | | | | | 1.49 % | | | | | | 3.09 % | | |
As of June 30, 2018
|
| | | | 0.80 % | | | | | | 0.36 % | | | | | | 0.25 % | | | | | | 1.91 % | | | | | | 3.32 % | | |
|
| | |
Year Ended December 31,
|
| |
Six Months
Ended June 30, |
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Late payment penalties and loan collection fees
|
| | | | 158,154 | | | | | | 218,675 | | | | | | 33,047 | | | | | | 110,716 | | | | | | 71,150 | | | | | | 10,752 | | |
Others
|
| | | | 46,799 | | | | | | 86,362 | | | | | | 13,051 | | | | | | 42,220 | | | | | | 33,898 | | | | | | 5,123 | | |
Total
|
| | | | 204,953 | | | | | | 305,037 | | | | | | 46,098 | | | | | | 152,936 | | | | | | 105,048 | | | | | | 15,875 | | |
|
| | |
Year ended December 31, 2016
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Loans receivable
|
| |
Acquired non-performing loans
|
| | |||||||||||||||||||||||||||||||||||
| | |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Total
|
| |||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||
Beginning balance
|
| | | | — | | | | | | — | | | | | | — | | | | | | (9,705 ) | | | | | | — | | | | | | — | | | | | | (9,705 ) | | |
Current year provision
|
| | | | — | | | | | | — | | | | | | — | | | | | | (142,715 ) | | | | | | (1,530 ) | | | | | | (372 ) | | | | | | (144,617 ) | | |
Recoveries of loans previously written
off |
| | | | — | | | | | | — | | | | | | — | | | | | | (9,268 ) | | | | | | — | | | | | | — | | | | | | (9,268 ) | | |
Write-offs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 94,532 | | | | | | 1,530 | | | | | | — | | | | | | 96,062 | | |
Ending balance
|
| | | | — | | | | | | — | | | | | | — | | | | | | (67,156 ) | | | | | | — | | | | | | (372 ) | | | | | | (67,528 ) | | |
|
| | |
Year ended December 31, 2017
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Loans receivable
|
| |
Acquired non-performing loans
|
| | | ||||||||||||||||||||||||||||||||||||||||
| | |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Total
|
| |
Total
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Beginning balance
|
| | | | — | | | | | | — | | | | | | — | | | | | | (67,156 ) | | | | | | — | | | | | | (372 ) | | | | | | (67,528 ) | | | | | | (10,205 ) | | |
Current year provision
|
| | | | (5,149 ) | | | | | | (913 ) | | | | | | (64,515 ) | | | | | | (327,453 ) | | | | | | (4,832 ) | | | | | | (81,201 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | |
Recoveries of loans previously written
off |
| | | | — | | | | | | — | | | | | | — | | | | | | (18,943 ) | | | | | | — | | | | | | — | | | | | | (18,943 ) | | | | | | (2,863 ) | | |
Write-offs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 161,378 | | | | | | 1,077 | | | | | | 1,789 | | | | | | 164,244 | | | | | | 24,821 | | |
Ending balance
|
| | | | (5,149 ) | | | | | | (913 ) | | | | | | (64,515 ) | | | | | | (252,174 ) | | | | | | (3,755 ) | | | | | | (79,784 ) | | | | | | (406,290 ) | | | | | | (61,400 ) | | |
|
| | |
Six months ended June 30, 2018
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Loans receivable
|
| |
Acquired non-performing loans
|
| | | ||||||||||||||||||||||||||||||||||||||||
| | |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Total
|
| |
Total
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Beginning balance...
|
| | | | (5,149 ) | | | | | | (913 ) | | | | | | (64,515 ) | | | | | | (252,174 ) | | | | | | (3,755 ) | | | | | | (79,784 ) | | | | | | (406,290 ) | | | | | | (61,400 ) | | |
Current year provision
|
| | | | 2,330 | | | | | | (92 ) | | | | | | 22,375 | | | | | | (123,551 ) | | | | | | (9,934 ) | | | | | | (129,986 ) | | | | | | (238,858 ) | | | | | | (36.097 ) | | |
Recoveries of loans previously written
off |
| | | | — | | | | | | — | | | | | | — | | | | | | (12,338 ) | | | | | | — | | | | | | — | | | | | | (12,338 ) | | | | | | (1,866 ) | | |
Write-offs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 93,246 | | | | | | 1,413 | | | | | | 147,242 | | | | | | 241,901 | | | | | | 36,558 | | |
Ending balance
|
| | | | (2,819 ) | | | | | | (1,005 ) | | | | | | (42,140 ) | | | | | | (294,817 ) | | | | | | (12,276 ) | | | | | | (62,528 ) | | | | | | (415,585 ) | | | | | | (62,805 ) | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| ||||||||||||||||||||||||||||||
| | |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Loan facilitation services:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Auto-backed loans
|
| | | | 1,396,102 | | | | | | 79.3 | | | | | | 2,529,980 | | | | | | 382,340 | | | | | | 71.4 | | | | | | 1,219,947 | | | | | | 77.8 | | | | | | 1,335,713 | | | | | | 201,858 | | | | | | 70.9 | | |
Other secured loans
(1)
|
| | | | 9,791 | | | | | | 0.6 | | | | | | 107,564 | | | | | | 16,255 | | | | | | 3.0 | | | | | | 41,235 | | | | | | 2.6 | | | | | | 69,801 | | | | | | 10,549 | | | | | | 3.7 | | |
Unsecured loans
(2)
|
| | | | 4,353 | | | | | | 0.2 | | | | | | 54,409 | | | | | | 8,223 | | | | | | 1.5 | | | | | | 8,577 | | | | | | 0.5 | | | | | | 61,005 | | | | | | 9,219 | | | | | | 3.3 | | |
| | | | | 1,410,246 | | | | | | 80.1 | | | | | | 2,691,953 | | | | | | 406,818 | | | | | | 75.9 | | | | | | 1,269,759 | | | | | | 80.9 | | | | | | 1,466,519 | | | | | | 221,626 | | | | | | 77.9 | | |
Post facilitation services:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Auto-backed loans
|
| | | | 144,524 | | | | | | 8.2 | | | | | | 283,182 | | | | | | 42,795 | | | | | | 8.0 | | | | | | 136,685 | | | | | | 8.7 | | | | | | 151,405 | | | | | | 22,881 | | | | | | 8.0 | | |
Other secured loan
(1)
|
| | | | 1,044 | | | | | | 0.1 | | | | | | 10,958 | | | | | | 1,656 | | | | | | 0.3 | | | | | | 4,069 | | | | | | 0.3 | | | | | | 7,464 | | | | | | 1,128 | | | | | | 0.4 | | |
Unsecured loans
(2)
|
| | | | 483 | | | | | | 0.0 | | | | | | 6,045 | | | | | | 914 | | | | | | 0.2 | | | | | | 953 | | | | | | 0.1 | | | | | | 6,522 | | | | | | 985 | | | | | | 0.3 | | |
| | | | | 146,051 | | | | | | 8.3 | | | | | | 300,185 | | | | | | 45,365 | | | | | | 8.5 | | | | | | 141,707 | | | | | | 9.1 | | | | | | 165,391 | | | | | | 24,994 | | | | | | 8.7 | | |
Other revenues
|
| | | | 204,953 | | | | | | 11.6 | | | | | | 305,037 | | | | | | 46,098 | | | | | | 8.6 | | | | | | 152,936 | | | | | | 9.7 | | | | | | 105,048 | | | | | | 15,875 | | | | | | 5.6 | | |
Financing income
|
| | | | 9,053 | | | | | | 0.5 | | | | | | 303,292 | | | | | | 45,835 | | | | | | 8.6 | | | | | | 15,425 | | | | | | 1.0 | | | | | | 234,607 | | | | | | 35,455 | | | | | | 12.5 | | |
Less: Funding costs
|
| | | | (2,439 ) | | | | | | (0.1 ) | | | | | | (39,056 ) | | | | | | (5,903 ) | | | | | | (1.1 ) | | | | | | (4,628 ) | | | | | | (0.3 ) | | | | | | (78,202 ) | | | | | | (11,818 ) | | | | | | (4.2 ) | | |
Net financing income
|
| | | | 6,614 | | | | | | 0.4 | | | | | | 264,236 | | | | | | 39,932 | | | | | | 7.5 | | | | | | 10,797 | | | | | | 0.7 | | | | | | 156,405 | | | | | | 23,637 | | | | | | 8.3 | | |
Business related taxes and surcharges
|
| | | | (6,484 ) | | | | | | (0.4 ) | | | | | | (15,981 ) | | | | | | (2,415 ) | | | | | | (0.5 ) | | | | | | (6,614 ) | | | | | | (0.4 ) | | | | | | (10,093 ) | | | | | | (1,524 ) | | | | | | (0.5 ) | | |
Total net revenues
|
| | | | 1,761,380 | | | | | | 100.0 | | | | | | 3,545,430 | | | | | | 535,798 | | | | | | 100.0 | | | | | | 1,568,585 | | | | | | 100.0 | | | | | | 1,883,270 | | | | | | 284,608 | | | | | | 100.0 | | |
Provision for loans and advances
|
| | | | (144,617 ) | | | | | | (8.2 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | | | | | (13.7 ) | | | | | | (159,677 ) | | | | | | (10.2 ) | | | | | | (238,858 ) | | | | | | (36,097 ) | | | | | | (12.7 ) | | |
Net revenues after provision for loans and advances
|
| | | | 1,616,763 | | | | | | 91.8 | | | | | | 3,061,367 | | | | | | 462,645 | | | | | | 86.3 | | | | | | 1,408,908 | | | | | | 89.8 | | | | | | 1,644,412 | | | | | | 248,511 | | | | | | 87.3 | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| ||||||||||||||||||||||||||||||
| | |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Origination and servicing
|
| | | | 993,623 | | | | | | 56.5 | | | | | | 1,784,914 | | | | | | 269,743 | | | | | | 50.5 | | | | | | 820,784 | | | | | | 52.3 | | | | | | 916,160 | | | | | | 138,453 | | | | | | 48.6 | | |
Sales and marketing
|
| | | | 71,139 | | | | | | 4.0 | | | | | | 273,838 | | | | | | 41,383 | | | | | | 7.7 | | | | | | 72,111 | | | | | | 4.6 | | | | | | 104,994 | | | | | | 15,867 | | | | | | 5.6 | | |
General and administrative
|
| | | | 117,004 | | | | | | 6.6 | | | | | | 316,772 | | | | | | 47,872 | | | | | | 8.9 | | | | | | 133,378 | | | | | | 8.5 | | | | | | 165,148 | | | | | | 24,959 | | | | | | 8.8 | | |
Research and development
|
| | | | 56,142 | | | | | | 3.2 | | | | | | 100,966 | | | | | | 15,258 | | | | | | 2.8 | | | | | | 34,081 | | | | | | 2.2 | | | | | | 67,214 | | | | | | 10,158 | | | | | | 3.6 | | |
Total operating costs and expenses
|
| | | | 1,237,908 | | | | | | 70.3 | | | | | | 2,476,490 | | | | | | 374,256 | | | | | | 69.9 | | | | | | 1,060,354 | | | | | | 67.6 | | | | | | 1,253,516 | | | | | | 189,437 | | | | | | 66.6 | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| ||||||||||||||||||||||||||||||
| | |
(in thousands, except for percentages)
|
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Loan facilitation services: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Auto-backed loans
|
| | | | 1,396,102 | | | | | | 79.3 | | | | | | 2,529,980 | | | | | | 382,340 | | | | | | 71.4 | | | | | | 1,219,947 | | | | | | 77.8 | | | | | | 1,335,713 | | | | | | 201,858 | | | | | | 70.9 | | |
Other secured loans
(1)
|
| | | | 9,791 | | | | | | 0.6 | | | | | | 107,564 | | | | | | 16,255 | | | | | | 3.0 | | | | | | 41,235 | | | | | | 2.6 | | | | | | 69,801 | | | | | | 10,549 | | | | | | 3.7 | | |
Unsecured loans
(2)
|
| | | | 4,353 | | | | | | 0.2 | | | | | | 54,409 | | | | | | 8,223 | | | | | | 1.5 | | | | | | 8,577 | | | | | | 0.5 | | | | | | 61,005 | | | | | | 9,219 | | | | | | 3.3 | | |
| | | | | 1,410,246 | | | | | | 80.1 | | | | | | 2,691,953 | | | | | | 406,818 | | | | | | 75.9 | | | | | | 1,269,759 | | | | | | 80.9 | | | | | | 1,466,519 | | | | | | 221,626 | | | | | | 77.9 | | |
Post facilitation services: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Auto-backed loans
|
| | | | 144,524 | | | | | | 8.2 | | | | | | 283,182 | | | | | | 42,795 | | | | | | 8.0 | | | | | | 136,685 | | | | | | 8.7 | | | | | | 151,405 | | | | | | 22,881 | | | | | | 8.0 | | |
Other secured loans
(1)
|
| | | | 1,044 | | | | | | 0.1 | | | | | | 10,958 | | | | | | 1,656 | | | | | | 0.3 | | | | | | 4,069 | | | | | | 0.3 | | | | | | 7,464 | | | | | | 1,128 | | | | | | 0.4 | | |
Unsecured loans
(2)
|
| | | | 483 | | | | | | 0.0 | | | | | | 6,045 | | | | | | 914 | | | | | | 0.2 | | | | | | 953 | | | | | | 0.1 | | | | | | 6,522 | | | | | | 985 | | | | | | 0.3 | | |
| | | | | 146,051 | | | | | | 8.3 | | | | | | 300,185 | | | | | | 45,365 | | | | | | 8.5 | | | | | | 141,707 | | | | | | 9.1 | | | | | | 165,391 | | | | | | 24,994 | | | | | | 8.7 | | |
Other revenues
|
| | | | 204,953 | | | | | | 11.6 | | | | | | 305,037 | | | | | | 46,098 | | | | | | 8.6 | | | | | | 152,936 | | | | | | 9.7 | | | | | | 105,048 | | | | | | 15,875 | | | | | | 5.6 | | |
Financing income
|
| | | | 9,053 | | | | | | 0.5 | | | | | | 303,292 | | | | | | 45,835 | | | | | | 8.6 | | | | | | 15,425 | | | | | | 1.0 | | | | | | 234,607 | | | | | | 35,455 | | | | | | 12.5 | | |
Less: Funding costs
|
| | | | (2,439 ) | | | | | | (0.1 ) | | | | | | (39,056 ) | | | | | | (5,903 ) | | | | | | (1.1 ) | | | | | | (4,628 ) | | | | | | (0.3 ) | | | | | | (78,202 ) | | | | | | (11,818 ) | | | | | | (4.2 ) | | |
Net financing income
|
| | | | 6,614 | | | | | | 0.4 | | | | | | 264,236 | | | | | | 39,932 | | | | | | 7.5 | | | | | | 10,797 | | | | | | 0.7 | | | | | | 156,405 | | | | | | 23,637 | | | | | | 8.3 | | |
Business related taxes and surcharges
|
| | | | (6,484 ) | | | | | | (0.4 ) | | | | | | (15,981 ) | | | | | | (2,415 ) | | | | | | (0.5 ) | | | | | | (6,614 ) | | | | | | (0.4 ) | | | | | | (10,093 ) | | | | | | (1,524 ) | | | | | | (0.5 ) | | |
Total net revenues
|
| | | | 1,761,380 | | | | | | 100.0 | | | | | | 3,545,430 | | | | | | 535,798 | | | | | | 100.0 | | | | | | 1,568,585 | | | | | | 100.0 | | | | | | 1,883,270 | | | | | | 284,608 | | | | | | 100.0 | | |
Provision for loans and advances
|
| | | | (144,617 ) | | | | | | (8.2 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | | | | | (13.7 ) | | | | | | (159,677 ) | | | | | | (10.2 ) | | | | | | (238,858 ) | | | | | | (36,097 ) | | | | | | (12.7 ) | | |
Net revenues after provision
for loans and advances |
| | | | 1,616,763 | | | | | | 91.8 | | | | | | 3,061,367 | | | | | | 462,645 | | | | | | 86.3 | | | | | | 1,408,908 | | | | | | 89.8 | | | | | | 1,644,412 | | | | | | 248,511 | | | | | | 87.3 | | |
Operating costs and expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Origination and
servicing |
| | | | (993,623 ) | | | | | | (56.5 ) | | | | | | (1,784,914 ) | | | | | | (269,743 ) | | | | | | (50.5 ) | | | | | | (820,784 ) | | | | | | (52.3 ) | | | | | | (916,160 ) | | | | | | (138,453 ) | | | | | | (48.6 ) | | |
Sales and marketing
|
| | | | (71,139 ) | | | | | | (4.0 ) | | | | | | (273,838 ) | | | | | | (41,383 ) | | | | | | (7.7 ) | | | | | | (72,111 ) | | | | | | (4.6 ) | | | | | | (104,994 ) | | | | | | (15,867 ) | | | | | | (5.6 ) | | |
General and
administrative |
| | | | (117,004 ) | | | | | | (6.6 ) | | | | | | (316,772 ) | | | | | | (47,872 ) | | | | | | (8.9 ) | | | | | | (133,378 ) | | | | | | (8.5 ) | | | | | | (165,148 ) | | | | | | (24,959 ) | | | | | | (8.8 ) | | |
Research and
development |
| | | | (56,142 ) | | | | | | (3.2 ) | | | | | | (100,966 ) | | | | | | (15,258 ) | | | | | | (2.8 ) | | | | | | (34,081 ) | | | | | | (2.2 ) | | | | | | (67,214 ) | | | | | | (10,158 ) | | | | | | (3.6 ) | | |
Total operation costs and expenses
|
| | | | (1,237,908 ) | | | | | | (70.3 ) | | | | | | (2,476,490 ) | | | | | | (374,256 ) | | | | | | (69.9 ) | | | | | | (1,060,354 ) | | | | | | (67.6 ) | | | | | | (1,253,516 ) | | | | | | (189,437 ) | | | | | | (66.6 ) | | |
Income from operations
|
| | | | 378,855 | | | | | | 21.5 | | | | | | 584,877 | | | | | | 88,389 | | | | | | 16.4 | | | | | | 348,554 | | | | | | 22.2 | | | | | | 390,896 | | | | | | 59,074 | | | | | | 20.8 | | |
Interest income, net
|
| | | | 13,648 | | | | | | 0.8 | | | | | | 30,303 | | | | | | 4,579 | | | | | | 0.9 | | | | | | 18,590 | | | | | | 1.2 | | | | | | 26,888 | | | | | | 4,063 | | | | | | 1.4 | | |
Government subsidies
|
| | | | 4,653 | | | | | | 0.3 | | | | | | 53,616 | | | | | | 8,103 | | | | | | 1.5 | | | | | | 2,849 | | | | | | 0.2 | | | | | | 905 | | | | | | 137 | | | | | | 0.0 | | |
Other expense, net
|
| | | | (997 ) | | | | | | (0.1 ) | | | | | | (772 ) | | | | | | (117 ) | | | | | | 0.0 | | | | | | (67 ) | | | | | | 0.0 | | | | | | (9,324 ) | | | | | | (1,409 ) | | | | | | (0.5 ) | | |
Net income before income taxes
|
| | | | 396,159 | | | | | | 22.5 | | | | | | 668,024 | | | | | | 100,954 | | | | | | 18.8 | | | | | | 369,926 | | | | | | 23.6 | | | | | | 409,365 | | | | | | 61,865 | | | | | | 21.7 | | |
Income tax expenses
|
| | | | (105,130 ) | | | | | | (6.0 ) | | | | | | (193,203 ) | | | | | | (29,197 ) | | | | | | (5.4 ) | | | | | | (101,691 ) | | | | | | (6.5 ) | | | | | | (102,014 ) | | | | | | (15,417 ) | | | | | | (5.4 ) | | |
Net income
|
| | | | 291,029 | | | | | | 16.5 | | | | | | 474,821 | | | | | | 71,757 | | | | | | 13.4 | | | | | | 268,235 | | | | | | 17.1 | | | | | | 307,351 | | | | | | 46,448 | | | | | | 16.3 | | |
|
| | |
Three Months Ended,
|
| |||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2017 |
| |
June 30,
2017 |
| |
September 30,
2017 |
| |
December 31,
2017 |
| |
March 31,
2018 |
| |
June 30, 2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||
Net revenues: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Loan facilitation services
|
| | | | 585,231 | | | | | | 684,528 | | | | | | 710,819 | | | | | | 711,375 | | | | | | 714,350 | | | | | | 752,169 | | | | | | 113,670 | | |
Post facilitation services
|
| | | | 65,142 | | | | | | 76,565 | | | | | | 79,634 | | | | | | 78,844 | | | | | | 82,334 | | | | | | 83,057 | | | | | | 12,552 | | |
Other revenues
|
| | | | 77,304 | | | | | | 75,632 | | | | | | 76,517 | | | | | | 75,584 | | | | | | 62,508 | | | | | | 42,540 | | | | | | 6,429 | | |
Financing income
|
| | | | 7,009 | | | | | | 8,416 | | | | | | 46,172 | | | | | | 241,695 | | | | | | 121,979 | | | | | | 112,628 | | | | | | 17,021 | | |
Less: Funding costs
|
| | | | (2,150 ) | | | | | | (2,478 ) | | | | | | (8,925 ) | | | | | | (25,503 ) | | | | | | (41,471 ) | | | | | | (36,731 ) | | | | | | (5,551 ) | | |
Net financing income
|
| | | | 4,859 | | | | | | 5,938 | | | | | | 37,247 | | | | | | 216,192 | | | | | | 80,508 | | | | | | 75,897 | | | | | | 11,470 | | |
Business related taxes and surcharges
|
| | | | (2,911 ) | | | | | | (3,703 ) | | | | | | (3,582 ) | | | | | | (5,785 ) | | | | | | (4,817 ) | | | | | | (5,276 ) | | | | | | (797 ) | | |
Total net revenues
|
| | | | 729,625 | | | | | | 838,960 | | | | | | 900,635 | | | | | | 1,076,210 | | | | | | 934,883 | | | | | | 948,387 | | | | | | 143,324 | | |
Provision for loans and advances
|
| | | | (83,604 ) | | | | | | (76,073 ) | | | | | | (98,066 ) | | | | | | (226,320 ) | | | | | | (145,362 ) | | | | | | (93,496 ) | | | | | | (14,129 ) | | |
Net revenues after provision for loans and advances
|
| | | | 646,021 | | | | | | 762,887 | | | | | | 802,569 | | | | | | 849,890 | | | | | | 789,521 | | | | | | 854,891 | | | | | | 129,195 | | |
Operating costs and expenses:
|
| | | | | | | | |||||||||||||||||||||||||||||||||||
Origination and servicing
|
| | | | (383,487 ) | | | | | | (437,297 ) | | | | | | (481,295 ) | | | | | | (482,835 ) | | | | | | (465,269 ) | | | | | | (450,891 ) | | | | | | (68,140 ) | | |
Sales and marketing
|
| | | | (36,034 ) | | | | | | (36,077 ) | | | | | | (60,692 ) | | | | | | (141,035 ) | | | | | | (44,435 ) | | | | | | (60,559 ) | | | | | | (9,152 ) | | |
General and administrative
|
| | | | (69,006 ) | | | | | | (64,372 ) | | | | | | (67,075 ) | | | | | | (116,319 ) | | | | | | (76,273 ) | | | | | | (88,875 ) | | | | | | (13,431 ) | | |
Research and development
|
| | | | (11,487 ) | | | | | | (22,594 ) | | | | | | (25,774 ) | | | | | | (41,111 ) | | | | | | (33,521 ) | | | | | | (33,693 ) | | | | | | (5,092 ) | | |
Total operation costs and expenses
|
| | | | (500,014 ) | | | | | | (560,340 ) | | | | | | (634,836 ) | | | | | | (781,300 ) | | | | | | (619,498 ) | | | | | | (634,018 ) | | | | | | (95,815 ) | | |
Income from operations
|
| | | | 146,007 | | | | | | 202,547 | | | | | | 167,733 | | | | | | 68,590 | | | | | | 170,023 | | | | | | 220,873 | | | | | | 33,380 | | |
Interest income, net
|
| | | | 8,021 | | | | | | 10,569 | | | | | | 7,590 | | | | | | 4,123 | | | | | | 11,048 | | | | | | 15,840 | | | | | | 2,394 | | |
Government subsidies
|
| | | | 429 | | | | | | 2,420 | | | | | | 35,638 | | | | | | 15,129 | | | | | | 534 | | | | | | 371 | | | | | | 56 | | |
Other income (expense), net
|
| | | | 61 | | | | | | (128 ) | | | | | | (74 ) | | | | | | (631 ) | | | | | | (6,389 ) | | | | | | (2,935 ) | | | | | | (444 ) | | |
Net income before income taxes
|
| | | | 154,518 | | | | | | 215,408 | | | | | | 210,887 | | | | | | 87,211 | | | | | | 175,216 | | | | | | 234,149 | | | | | | 35,386 | | |
Income tax expenses
|
| | | | (43,204 ) | | | | | | (58,487 ) | | | | | | (61,822 ) | | | | | | (29,690 ) | | | | | | (50,601 ) | | | | | | (51,413 ) | | | | | | (7,770 ) | | |
Net income
|
| | | | 111,314 | | | | | | 156,921 | | | | | | 149,065 | | | | | | 57,521 | | | | | | 124,615 | | | | | | 182,736 | | | | | | 27,616 | | |
| | |
As of December 31, 2017
|
| |
As of June 30, 2018
|
|
| | |
RMB
|
| |
RMB
|
|
Fair value per ordinary share*
|
| |
134.42
|
| |
142.54
|
|
Risk-free interest rate
|
| |
4.35%
|
| |
4.35%
|
|
Dividend yield
|
| |
nil
|
| |
nil
|
|
Expected volatility
|
| |
61.00%
|
| |
61.00%
|
|
Weighted average expected life range (years)
|
| |
2.92 – 3.75
|
| |
2.67 – 3.67
|
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| | ||||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| | ||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| | ||||||||||||||||||||
| | |
(in thousands)
|
| | | | |||||||||||||||||||||||||||||||||
General and administrative
|
| | | | — | | | | | | 35,223 | | | | | | 5,323 | | | | | | 17,145 | | | | | | 29,637 | | | | | | 4,479 | | | | ||
Origination and servicing
|
| | | | 18,473 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,592 | | | | | | 3,112 | | | | ||
Research and development
|
| | | | 13,853 | | | | | | 5,496 | | | | | | 831 | | | | | | 1,691 | | | | | | 5,366 | | | | | | 811 | | | | ||
Total share-based compensation
|
| | | | 32,326 | | | | | | 40,719 | | | | | | 6,154 | | | | | | 18,836 | | | | | | 55,595 | | | | | | 8,402 | | | | ||
|
Valuation dates
|
| |
Discount rates
|
| |||
September 30, 2015
|
| | | | 16.46 % | | |
May 31, 2016
|
| | | | 15.42 % | | |
September 30, 2016
|
| | | | 15.45 % | | |
December 31, 2017
|
| | | | 14.97 % | | |
June 30, 2018
|
| | | | 14.00 % | | |
Valuation dates
|
| |
DLOM
|
| |||
September 30, 2015
|
| | | | 25 % | | |
May 31, 2016
|
| | | | 23 % | | |
September 30, 2016
|
| | | | 23 % | | |
December 31, 2017
|
| | | | 22 % | | |
June 30, 2018
|
| | | | 22 % | | |
Valuation dates
|
| |
Fair Value per
ordinary share after DLOM* (in RMB) |
| |||
September 30, 2015
|
| | | | 46.08 | | |
May 31, 2016
|
| | | | 65.54 | | |
September 30, 2016
|
| | | | 72.44 | | |
December 31, 2017
|
| | | | 134.42 | | |
June 30, 2018
|
| | | | 142.54 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Reconciliation of Net Income to Adjusted Net Income:
|
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | | | | | 268,235 | | | | | | 307,351 | | | | | | 46,448 | | |
Add: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Share-based compensation expenses
|
| | | | 32,326 | | | | | | 40,719 | | | | | | 6,154 | | | | | | 18,836 | | | | | | 55,595 | | | | | | 8,402 | | |
Adjusted net income before related taxes
|
| | | | 323,355 | | | | | | 515,540 | | | | | | 77,911 | | | | | | 287,071 | | | | | | 362,946 | | | | | | 54,850 | | |
Income tax expenses
|
| | | | (8,082 ) | | | | | | (10,180 ) | | | | | | (1,538 ) | | | | | | (4,709 ) | | | | | | (9,496 ) | | | | | | (1,435 ) | | |
Adjusted net income, net of taxes
|
| | | | 315,273 | | | | | | 505,360 | | | | | | 76,373 | | | | | | 282,362 | | | | | | 353,450 | | | | | | 53,415 | | |
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Summary Consolidated Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Net cash provided by operating activities
|
| | | | 924,388 | | | | | | 2,284,077 | | | | | | 345,178 | | | | | | 531,733 | | | | | | 23,596 | | | | | | 3,566 | | |
Net cash (used in)/provided by investing activities
|
| | | | (337,051 ) | | | | | | (2,941,921 ) | | | | | | (444,594 ) | | | | | | (707,663 ) | | | | | | 216,060 | | | | | | 32,651 | | |
Net cash provided by/(used in) financing activities
|
| | | | 458,614 | | | | | | 2,205,523 | | | | | | 333,307 | | | | | | 163,462 | | | | | | (359,058 ) | | | | | | (54,261 ) | | |
Net increase/(decrease) in cash, cash equivalents and restricted cash
|
| | | | 1,045,951 | | | | | | 1,547,679 | | | | | | 233,891 | | | | | | (12,468 ) | | | | | | (119,402 ) | | | | | | (18,044 ) | | |
Cash, cash equivalents and restricted cash at
beginning of year/period |
| | | | 268,863 | | | | | | 1,314,814 | | | | | | 198,699 | | | | | | 1,314,814 | | | | | | 2,826,493 | | | | | | 432,590 | | |
Cash, cash equivalents and restricted cash at
end of year/period |
| | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | | | | | 1,302,346 | | | | | | 2,743,091 | | | | | | 414,546 | | |
| | |
Total
|
| |
Less than
one year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than
five years |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating Lease Obligations
|
| | | | 138,920 | | | | | | 20,995 | | | | | | 35,868 | | | | | | 5,421 | | | | | | 86,390 | | | | | | 13,056 | | | | | | 16,662 | | | | | | 2,518 | | | | | | — | | | | | | — | | |
Financing channel
|
| |
Product
|
| |
Collateral
|
| |
Tenure
|
| |
Average credit
limit (in RMB) |
| |
Average APR
|
| |
Approval
time |
| |
Approval
rate |
|
Banks (1) | | | Secured loan | | | Property | | | Up to 3 years | | | 1 – 5 million | | | Around 10% | | | Around 30 days | | | Low | |
| | | Unsecured loan | | | n/a | | | Up to 2 years | | |
50,000 – 100,000
|
| | Around 20% | | | Around 30 days | | | Low | |
| | | Personal credit card | | | n/a | | | Rolling basis | | |
10,000 – 30,000
(2)
|
| | Around 20% | | | Around 30 days (3) | | | Medium | |
Alternative lending channels | | | Secured loan | | | Property | | | Up to 5 years | | | 1 – 3 million | | | 20 – 25% | | | Around 7 days | | | Medium | |
| | | Unsecured loan | | | n/a | | | Up to 1 year | | | 30,000 – 50,000 | | | 25 – 50% | | | Around 2 days | | | Medium | |
Private lending channels | | | Secured loan | | | Property, Automobile/ Others | | | Up to 6 months | | | 20,000 – 50,000 | | | 45 – 80% | | | Within 24 hours | | | Medium | |
Marketplace lending platforms | | | Secured loan | | | Property | | | Up to 30 years | | | 600,000 – 1 million | | | 20 – 30% | | | Around 10 days | | | Low | |
| | | Secured loan | | | Automobile | | | Up to 3 years | | |
60,000 – 120,000
|
| | 20 – 35% | | | Within 24 hours | | | High | |
| | | Unsecured loan | | | n/a | | | Up to 1 year | | | 15,000 – 25,000 | | | 25 – 50% (4) | | | Within 24 hours | | | High | |
| | |
China
|
| |
United States
|
|
Borrower type | | | Primarily borrowers with relatively high income | | | Primarily borrowers with relatively low income | |
Loan purpose | | | To meet their businesses’ short-term working capital requirements | | | To pay for living expenses (such as electricity bills) | |
LTV ratio (%) | | | 60 – 70% | | | 20 – 35% | |
Average loan size | | | RMB40,000 – 75,000 | | | US$1,000 | |
Average loan tenure | | | 3 – 12 months | | | Around 30 days | |
APR (%) | | | 20 – 30% (1) | | | Around 300% | |
Penetration rate in 2017 (2) | | | 1.1% | | | 3.0% | |
Delinquency rate | | | Low | | | High | |
Ranking
|
| |
2017
|
| |
2016
|
|
1 | | |
Lufax
|
| |
Lufax
|
|
2 | | |
|
| |
|
|
3 | | |
PPDai
|
| |
Tuandaiwang
|
|
4 | | |
Iqianjin
|
| |
Ppmoney
|
|
5 | | |
Tuandaiwang
|
| |
Xinhehui
|
|
6 | | |
X Financial
|
| |
eloan
|
|
7 | | |
9Fbank
|
| |
Iqianjin
|
|
8 | | |
Yirendai
|
| |
Xiaoniuzaixian
|
|
9 | | |
Xiaoniuzaixian
|
| |
Pengjinsuo
|
|
10 | | |
51Renpin
|
| |
Yirendai
|
|
|
Marketplace lending platform
|
| |
Investor yield
|
| |
Delinquency ratio
(1)
|
|
|
Lufax
|
| |
7.5 – 8.5%
|
| |
0.5 – 1%
|
|
|
|
| |
7 – 8%
|
| |
0.3 – 0.5%
|
|
|
Tuandaiwang
|
| |
9 – 10%
|
| |
3 – 4%
|
|
|
Iqianjin
|
| |
10 – 11%
|
| |
2 – 2.5%
|
|
|
PPDai
|
| |
7 – 9%
|
| |
2.5 – 3%
|
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |
2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| ||||||||||||||||||||||||||||||
| | |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 45,428,526 | | | | | | 94.7 | | | | | | 80,201,041 | | | | | | 12,120,270 | | | | | | 82.7 | | | | | | 38,089,354 | | | | | | 87.3 | | | | | | 35,600,375 | | | | | | 5,380,057 | | | | | | 79.8 | | |
Other secured loans
(1)
|
| | | | 2,124,032 | | | | | | 4.4 | | | | | | 10,934,115 | | | | | | 1,652,403 | | | | | | 11.3 | | | | | | 5,034,962 | | | | | | 11.5 | | | | | | 5,634,017 | | | | | | 851,433 | | | | | | 12.6 | | |
Unsecured loans
(2)
|
| | | | 440,554 | | | | | | 0.9 | | | | | | 5,801,381 | | | | | | 876,726 | | | | | | 6.0 | | | | | | 518,346 | | | | | | 1.2 | | | | | | 3,404,658 | | | | | | 514,524 | | | | | | 7.6 | | |
Total loan volume
|
| | | | 47,993,112 | | | | | | 100.0 | | | | | | 96,936,537 | | | | | | 14,649,399 | | | | | | 100.0 | | | | | | 43,642,662 | | | | | | 100.0 | | | | | | 44,639,050 | | | | | | 6,746,014 | | | | | | 100.0 | | |
|
|
Loan applicant related information
|
| |
Automobile related information
|
|
|
•
track records on our platform
•
track records on other online lending platforms
•
whether the applicant is blacklisted in any third-party databases
•
behavioral data of applicants (such as behavioral data as they apply for loans through our platform)
•
background information (such as address and lawsuit records)
•
contact information, such as key contacts and telephone records
•
personal credit scoring information
•
online and offline transaction records and payment information
•
phone call records from telecom operators
|
| |
•
automobile identification number
•
owner information
•
make, model, year and color
•
manual/automatic transmission
•
historical transaction information
•
retail prices and second-hand market prices
•
popularity
•
date of first vehicle registration
•
date of last vehicle registration
•
date of last annual inspection
•
collateral/pledge record
•
traffic violation records
•
maintenance records
•
insurance records
•
engine number and capacity
|
|
| | |
As of June 30, 2018
|
| |||||||||
| | |
Number
|
| |
% of Total
Employees |
| ||||||
Functions: | | | | | | | | | | | | | |
Operations
|
| | | | 7,114 | | | | | | 65.9 | | |
Risk Management
|
| | | | 2,999 | | | | | | 27.8 | | |
Online Investor Operations
|
| | | | 142 | | | | | | 1.3 | | |
Technology
|
| | | | 351 | | | | | | 3.3 | | |
General and Administration
|
| | | | 188 | | | | | | 1.7 | | |
Total number of employees
|
| | | | 10,794 | | | | | | 100.0 | | |
|
Directors and Executive Officers
|
| |
Age
|
| |
Position/Title
|
|
Hong Yao | | |
38
|
| |
Founder, chairman of the board of directors and chief executive officer
|
|
Feng Chen | | |
43
|
| | Director and president | |
Yuqun Sun | | |
38
|
| | Director and vice president of human resources | |
Desheng Ding | | |
36
|
| | Director and vice president of finance and risk management | |
Wei Ye | | |
33
|
| | Director and vice president of online operations | |
Menma Huang | | |
50
|
| | Director | |
Yan Wang | | |
39
|
| | Director | |
Tony Cai* | | |
51
|
| | Independent director appointee | |
Poi Lam William Yuen* | | |
51
|
| | Independent director appointee | |
Pengfei Wang | | |
36
|
| | Vice president of brand development, strategy and compliance | |
Jianzhong Zhu | | |
39
|
| | Vice president of technology, research and development | |
Leo Li | | |
34
|
| | Chief financial officer | |
Quanlin Gu | | |
37
|
| | Chief risk officer | |
| | |
Ordinary Shares
Beneficially Owned Prior to This Offering |
| |
Ordinary Shares Beneficially
Owned Immediately After This Offering |
| ||||||||||||||||||||||||||||||
| | |
Number
|
| |
%
|
| |
Class A
ordinary shares |
| |
Class B
ordinary shares |
| |
Total
ordinary shares on an as- converted basis |
| |
% of
aggregate voting power† |
| ||||||||||||||||||
Directors and Executive Officers**:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hong Yao
(1)
|
| | | | 35,071,400 | | | | | | 53.6 % | | | | | | — | | | | | | 35,071,400 | | | | | | 35,071,400 | | | | | | 83.4 % | | |
Feng Chen
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Yuqun Sun
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Desheng Ding
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Wei Ye
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Menma Huang
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Yan Wang
(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tony Cai***
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Poi Lam William Yuen***
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Pengfei Wang
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Jianzhong Zhu
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Leo Li
|
| | | | * | | | | | | * | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Quanlin Gu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Directors and Executive Officers as a Group
|
| | | | 36,708,600 | | | | | | 56.1 % | | | | | | 1,702,700 | | | | | | 35,071,400 | | | | | | 36,774,100 | | | | | | 84.2 % | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
YAOH WDAI LTD
(1)
|
| | | | 35,071,400 | | | | | | 53.6 % | | | | | | — | | | | | | 35,071,400 | | | | | | 35,071,400 | | | | | | 83.4 % | | |
Hakim Unique Technology Limited
(4)
|
| | | | 9,953,300 | | | | | | 15.2 % | | | | | | 9,953,300 | | | | | | — | | | | | | 9,953,300 | | | | | | 4.7 % | | |
Service
|
| |
Fees
|
|
•
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares, upon a change in the ADS(s)-to-Class A ordinary share(s) ratio, or for any other reason), excluding ADS issuances as a result of distributions of Class A ordinary shares
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) issued | |
•
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-Class A ordinary share(s) ratio, or for any other reason)
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) canceled | |
•
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) held | |
•
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) held | |
•
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) held | |
•
ADS Services
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) held on the applicable record date(s) established by the depositary | |
Name
|
| |
Number of ADSs
|
| |||
Morgan Stanley & Co. LLC
|
| | | | | | |
Credit Suisse Securities (USA) LLC
|
| | | | | | |
Citigroup Global Markets Inc.
|
| | |||||
AMTD Global Markets Limited
|
| | | | | | |
Total:
|
| | | | 4,500,000 | | |
|
| | | | | | | | |
Total
|
| |||||||||
| | |
Per ADS
|
| |
No Exercise
|
| |
Full Exercise
|
| |||||||||
Public offering price
|
| | | US$ | | | | | US$ | | | | | US$ | | | |||
Underwriting discounts and commissions to be paid by us:
|
| | | US$ | | | | | | US$ | | | | | | US$ | | | |
Proceeds, before expenses, to us
|
| | | US$ | | | | | | US$ | | | | | | US$ | | | |
|
SEC Registration Fee
|
| | US$6,899 | |
|
FINRA Filing Fee
|
| | US$9,039 | |
|
NYSE Market Entry and Listing Fee
|
| | US$70,700 | |
|
Printing and Engraving Expenses
|
| | US$180,000 | |
|
Legal Fees and Expenses
|
| | US$2,456,780 | |
|
Accounting Fees and Expenses
|
| | US$1,829,023 | |
|
Miscellaneous
|
| | US$ 2,214,000 | |
| Total | | | US$ 6,766,441 | |
|
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-5 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-9 | | |
| | |
Page
|
| |||
| | | | F-54 | | | |
| | | | F-58 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-63 | | |
| | |
Note
|
| |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| |||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
ASSETS | | | | | | |||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | 1,314,814 | | | | | | 1,765,572 | | | | | | 266,820 | | |
Restricted cash
|
| | | | | | | — | | | | | | 1,092,921 | | | | | | 165,166 | | |
Loans and advances, net (net of allowance of RMB67,528 and RMB404,930 (US$61,194) as of December 31, 2016 and 2017, respectively)
|
| |
4
|
| | | | 293,158 | | | | | | 1,938,492 | | | | | | 292,952 | | |
Short-term investments
|
| |
5
|
| | | | — | | | | | | 8,500 | | | | | | 1,285 | | |
Prepaid expenses and other assets
|
| |
6
|
| | | | 328,853 | | | | | | 433,597 | | | | | | 65,527 | | |
Amounts due from related parties
|
| |
17
|
| | | | 74,200 | | | | | | 9,168 | | | | | | 1,385 | | |
Total current assets
|
| | | | | | | 2,011,025 | | | | | | 5,248,250 | | | | | | 793,135 | | |
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | | | | — | | | | | | 4,000 | | | | | | 604 | | |
Long-term investments
|
| |
7
|
| | | | 13,333 | | | | | | 359,333 | | | | | | 54,304 | | |
Loans and advances, net (net of allowance of nil and RMB1,360 (US$206) as of December 31, 2016 and 2017, respectively)
|
| |
4
|
| | | | — | | | | | | 390,171 | | | | | | 58,964 | | |
Prepaid expenses and other assets
|
| |
6
|
| | | | 2,043 | | | | | | 8,048 | | | | | | 1,216 | | |
Property, equipment and software, net
|
| |
8
|
| | | | 45,410 | | | | | | 99,433 | | | | | | 15,027 | | |
Deferred tax assets
|
| |
14
|
| | | | 33,679 | | | | | | 158,566 | | | | | | 23,963 | | |
Total non-current assets
|
| | | | | | | 94,465 | | | | | | 1,019,551 | | | | | | 154,078 | | |
TOTAL ASSETS
|
| | | | | | | 2,105,490 | | | | | | 6,267,801 | | | | | | 947,213 | | |
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | |
Current liabilities
(including current liabilities of the consolidated VIE
and subsidiaries without recourse to the primary beneficiary of RMB1,360,563 and RMB4,633,990 (US$700,305) as of December 31, 2016 and 2017, respectively): |
| | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings
|
| |
9
|
| | | | — | | | | | | 200,000 | | | | | | 30,225 | | |
Payable to institutional funding partners and online investors
|
| |
10
|
| | | | 94,663 | | | | | | 1,770,681 | | | | | | 267,592 | | |
Current account with online investors and borrowers
|
| |
11
|
| | | | 890,192 | | | | | | 1,883,446 | | | | | | 284,633 | | |
Income tax payable
|
| | | | | | | 111,450 | | | | | | 243,338 | | | | | | 36,774 | | |
Accrued expenses and other liabilities
|
| |
12
|
| | | | 189,514 | | | | | | 461,295 | | | | | | 69,713 | | |
Amounts due to related parties
|
| |
17
|
| | | | 61,548 | | | | | | 62,900 | | | | | | 9,506 | | |
Deferred revenue
|
| | | | | | | 13,196 | | | | | | 12,330 | | | | | | 1,862 | | |
Total current liabilities
|
| | | | | | | 1,360,563 | | | | | | 4,633,990 | | | | | | 700,305 | | |
Non-current liabilities
(including non-current liabilities of the consolidated VIE and subsidiaries without recourse to the primary beneficiary of RMB9,433 and RMB457,724 (US$69,173) as of December 31, 2016 and 2017, respectively):
|
| | | | | | | | | | | | | | | | | | | | | |
Payable to institutional funding partners
|
| |
10
|
| | | | — | | | | | | 416,118 | | | | | | 62,885 | | |
Deferred revenue
|
| | | | | | | 1,100 | | | | | | 887 | | | | | | 134 | | |
Other non-current liabilities
|
| | | | | | | 8,333 | | | | | | 40,719 | | | | | | 6,154 | | |
Total non-current liabilities
|
| | | | | | | 9,433 | | | | | | 457,724 | | | | | | 69,173 | | |
Total liabilities
|
| | | | | | | 1,369,996 | | | | | | 5,091,714 | | | | | | 769,478 | | |
Commitments and contingencies
|
| |
19
|
| | | | | | | | | | | | | | | | | | |
| | |
Note
|
| |
As of December 31,
|
| |
Pro forma
shareholders’ equity as of December 31, |
| ||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
| | | | | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |||||||||||||||
Mezzanine equity:
|
| |
20
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Series A preferred shares (par value of US$0.000002 per share; 9,146,250 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | | | | 18,856 | | | | | | 18,856 | | | | | | 2,850 | | | | | | — | | | | | | — | | |
Series A+ preferred shares (par value of US$0.000002 per share; 1,829,250 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | | | | 3,771 | | | | | | 3,771 | | | | | | 570 | | | | | | — | | | | | | — | | |
Series B preferred shares (par value of US$0.000002 per share; 3,048,800 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | | | | 6,283 | | | | | | 6,283 | | | | | | 950 | | | | | | — | | | | | | — | | |
Series C redeemable convertible preferred
shares (par value of US$0.000002 per share; 3,074,400 shares authorized, issued and outstanding as of December 31, 2016 and 2017) |
| | | | | | | 360,000 | | | | | | 360,000 | | | | | | 54,403 | | | | | | — | | | | | | — | | |
Total mezzanine equity
|
| | | | | | | 388,910 | | | | | | 388,910 | | | | | | 58,773 | | | | | | — | | | | | | — | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares (par value of
US$0.000002 per share; 24,982,901,300 shares authorized, 48,392,050 shares issued and outstanding as of December 31, 2016 and 2017) |
| | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
Class A ordinary shares (par value of US$0.000002 per share; 30,419,350 shares issued and outstanding as of December 31, 2016 and 2017, pro forma)
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Class B ordinary shares (par value of US$0.000002 per share; 35,071,400 shares issued and outstanding, as of December 31, 2016 and 2017, pro forma)
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | 468,352 | | | | | | 468,352 | | | | | | 70,779 | | | | | | 857,263 | | | | | | 129,553 | | |
(Accumulated deficit)/retained
earnings |
| | | | | | | (123,769 ) | | | | | | 318,824 | | | | | | 48,183 | | | | | | 318,824 | | | | | | 48,182 | | |
Total Weidai Ltd. shareholder’s equity
|
| | | | | | | 344,584 | | | | | | 787,177 | | | | | | 118,962 | | | | | | 1,176,087 | | | | | | 177,735 | | |
Noncontrolling interests
|
| | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total shareholders’ equity
|
| | | | | | | 346,584 | | | | | | 787,177 | | | | | | 118,962 | | | | | | 1,176,087 | | | | | | 177,735 | | |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
| | | | | | | 2,105,490 | | | | | | 6,267,801 | | | | | | 947,213 | | | | | | | | | | | | | | |
|
| | |
Note
|
| |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| |||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | |
Loan facilitation services (including related party amounts of RMB833 and RMB851 (US$129) for the years ended December 31, 2016 and 2017, respectively)
|
| | | | | | | 1,410,246 | | | | | | 2,691,953 | | | | | | 406,818 | | |
Post facilitation services
|
| | | | | | | 146,051 | | | | | | 300,185 | | | | | | 45,365 | | |
Other revenues (including related party amounts of RMB2,179 and
RMB3,740 (US$565) for the years ended December 31, 2016 and 2017, respectively) |
| | | | | | | 204,953 | | | | | | 305,037 | | | | | | 46,098 | | |
Financing income
|
| | | | | | | 9,053 | | | | | | 303,292 | | | | | | 45,835 | | |
Less: Funding costs
|
| | | | | | | (2,439 ) | | | | | | (39,056 ) | | | | | | (5,903 ) | | |
Net financing income
|
| | | | | | | 6,614 | | | | | | 264,236 | | | | | | 39,932 | | |
Business related taxes and surcharges
|
| | | | | | | (6,484 ) | | | | | | (15,981 ) | | | | | | (2,415 ) | | |
Total net revenues
|
| | | | | | | 1,761,380 | | | | | | 3,545,430 | | | | | | 535,798 | | |
Provision for loans and advances
|
| | | | | | | (144,617 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | |
Net revenues after provision for loans and advances
|
| | | | | | | 1,616,763 | | | | | | 3,061,367 | | | | | | 462,645 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | |
Origination and servicing (including related party amounts of
RMB177,210 and RMB260,026 (US$39,296) for the years ended December 31, 2016 and 2017, respectively) |
| | | | | | | (993,623 ) | | | | | | (1,784,914 ) | | | | | | (269,743 ) | | |
Sales and marketing (including related party amounts of RMB3,264
and RMB7,978 (US$1,206) for the years ended December 31, 2016 and 2017, respectively) |
| | | | | | | (71,139 ) | | | | | | (273,838 ) | | | | | | (41,383 ) | | |
General and administrative (including related party amounts of RMB179 and RMB21,387 (US$3,232) for the years ended December 31, 2016 and 2017, respectively)
|
| | | | | | | (117,004 ) | | | | | | (316,772 ) | | | | | | (47,872 ) | | |
Research and development
|
| | | | | | | (56,142 ) | | | | | | (100,966 ) | | | | | | (15,258 ) | | |
Total operating costs and expenses
|
| | | | | | | (1,237,908 ) | | | | | | (2,476,490 ) | | | | | | (374,256 ) | | |
Income from operations
|
| | | | | | | 378,855 | | | | | | 584,877 | | | | | | 88,389 | | |
Interest income, net
|
| |
13
|
| | | | 13,648 | | | | | | 30,303 | | | | | | 4,579 | | |
Government subsidies
|
| | | | | | | 4,653 | | | | | | 53,616 | | | | | | 8,103 | | |
Other expense, net
|
| | | | | | | (997 ) | | | | | | (772 ) | | | | | | (117 ) | | |
Net income before income taxes
|
| | | | | | | 396,159 | | | | | | 668,024 | | | | | | 100,954 | | |
Income tax expenses
|
| |
14
|
| | | | (105,130 ) | | | | | | (193,203 ) | | | | | | (29,197 ) | | |
Net income
|
| | | | | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
Net income attributable to noncontrolling interests
|
| | | | | | | — | | | | | | — | | | | | | — | | |
Net income and comprehensive income attributable to Weidai Ltd.’s shareholders
|
| | | | | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
Dividends declared to preferred shareholders
|
| | | | | | | — | | | | | | (8,604 ) | | | | | | (1,301 ) | | |
Modification of Series A, A+ and B preferred shares
|
| | | | | | | (861 ) | | | | | | — | | | | | | — | | |
Accretion to redemption value of Series C redeemable convertible preferred shares
|
| | | | | | | (120,000 ) | | | | | | — | | | | | | — | | |
Net income and comprehensive income attributable to ordinary shareholders
|
| | | | | | | 170,168 | | | | | | 466,217 | | | | | | 70,456 | | |
|
| | |
Note
|
| |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| |||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Earnings per share: | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| |
15
|
| | | | 2.60 | | | | | | 7.25 | | | | | | 1.10 | | |
Diluted
|
| |
15
|
| | | | 2.60 | | | | | | 7.25 | | | | | | 1.10 | | |
Shares used in earnings per share computation: | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | 48,392,050 | | | | | | 48,392,050 | | | | | | 48,392,050 | | |
Diluted
|
| | | | | | | 48,392,050 | | | | | | 51,466,450 | | | | | | 51,466,450 | | |
Pro forma earnings per share for Class A and Class B ordinary shareholders:
|
| | | | | | | | | | | | | | | | | | | | | |
Basic (unaudited)
|
| | | | | | | | | | | | | 7.25 | | | | | | 1.10 | | |
Diluted (unaudited)
|
| | | | | | | | | | | | | 7.25 | | | | | | 1.10 | | |
Class A and Class B ordinary shares used in pro forma earnings per share computation:
|
| | | | | | | | | | | | | | | | | | | | | |
Basic (unaudited)
|
| | | | | | | | | | | | | 65,490,750 | | | | | | 65,490,750 | | |
Diluted (unaudited)
|
| | | | | | | | | | | | | 65,490,750 | | | | | | 65,490,750 | | |
| | |
Notes
|
| |
Attributable to Weidai Ltd.
|
| |
Noncontrolling
interests |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Ordinary Shares
|
| |
Preferred Shares
|
| |
Additional
paid-in capital |
| |
Subscription
receivables |
| |
(Accumulated
Deficit)/ Retained Earnings |
| |
Total
Weidai Ltd. shareholders’ equity |
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Number
of Shares |
| |
Amount
|
| |
Number
of Shares |
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
RMB
|
| | | | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||
Balance as of January 1, 2016
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | 14,024,300 * | | | | | | — | | | | | | 464,075 | | | | | | (121,951 ) | | | | | | (293,937 ) | | | | | | 48,188 | | | | | | — | | | | | | 48,188 | | |
Capital injection by shareholders
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 121,951 | | | | | | — | | | | | | 121,951 | | | | | | 2,000 | | | | | | 123,951 | | |
Modification of Series A, A+ and B preferred shares
|
| | | | 20 | | | | | | — | | | | | | — | | | | | | (14,024,300 ) | | | | | | — | | | | | | (28,049 ) | | | | | | — | | | | | | (861 ) | | | | | | (28,910 ) | | | | | | — | | | | | | (28,910 ) | | |
Accretion of Series C redeemable convertible preferred shares
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120,000 ) | | | | | | (120,000 ) | | | | | | — | | | | | | (120,000 ) | | |
Share-based compensation
|
| | | | 18 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,326 | | | | | | — | | | | | | — | | | | | | 32,326 | | | | | | — | | | | | | 32,326 | | |
Net income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 291,029 | | | | | | 291,029 | | | | | | — | | | | | | 291,029 | | |
Balance as of December 31, 2016
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 468,352 | | | | | | — | | | | | | (123,769 ) | | | | | | 344,584 | | | | | | 2,000 | | | | | | 346,584 | | |
Dividends declared
|
| | | | 16 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,228 ) | | | | | | (32,228 ) | | | | | | — | | | | | | (32,228 ) | | |
Acquisition of
noncontrolling interests |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,000 ) | | | | | | (2,000 ) | | |
Net income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 474,821 | | | | | | 474,821 | | | | | | — | | | | | | 474,821 | | |
Balance as of December 31, 2017
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 468,352 | | | | | | — | | | | | | 318,824 | | | | | | 781,177 | | | | | | — | | | | | | 787,177 | | |
Balances as of December 31, 2017, in US$
|
| | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | 70,779 | | | | | | — | | | | | | 48,183 | | | | | | 118,962 | | | | | | — | | | | | | 118,962 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Provision for loans and advances
|
| | | | 144,617 | | | | | | 484,063 | | | | | | 73,153 | | |
Depreciation and amortization
|
| | | | 3,294 | | | | | | 12,747 | | | | | | 1,926 | | |
Share-based compensation expenses
|
| | | | 32,326 | | | | | | 40,719 | | | | | | 6,154 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | (311,126 ) | | | | | | (24,895 ) | | | | | | (3,762 ) | | |
Amounts due from related parties
|
| | | | (73,687 ) | | | | | | 65,032 | | | | | | 9,828 | | |
Deferred tax assets
|
| | | | (31,271 ) | | | | | | (124,887 ) | | | | | | (18,873 ) | | |
Current account with online investors and borrowers
|
| | | | 635,863 | | | | | | 993,254 | | | | | | 150,104 | | |
Income tax payable
|
| | | | 94,461 | | | | | | 131,888 | | | | | | 19,931 | | |
Accrued expenses and other liabilities
|
| | | | 148,169 | | | | | | 231,062 | | | | | | 34,919 | | |
Amounts due to related parties
|
| | | | (19,930 ) | | | | | | 1,352 | | | | | | 204 | | |
Deferred revenue
|
| | | | 10,643 | | | | | | (1,079 ) | | | | | | (163 ) | | |
Net cash provided by operating activities
|
| | | | 924,388 | | | | | | 2,284,077 | | | | | | 345,178 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of short-term investments
|
| | | | (5,658,220 ) | | | | | | (11,423,820 ) | | | | | | (1,726,409 ) | | |
Redemption of short-term investments
|
| | | | 5,742,220 | | | | | | 11,415,320 | | | | | | 1,725,124 | | |
Payments to originate loans and advances
|
| | | | (1,268,593 ) | | | | | | (6,885,314 ) | | | | | | (1,040,533 ) | | |
Proceeds from collection of loans and advances
|
| | | | 913,204 | | | | | | 4,360,261 | | | | | | 658,938 | | |
Addition of long-term investments
|
| | | | (74,733 ) | | | | | | (346,000 ) | | | | | | (52,289 ) | | |
Redemption of long-term investments
|
| | | | 61,400 | | | | | | — | | | | | | — | | |
Purchase of property, equipment and software
|
| | | | (52,329 ) | | | | | | (62,368 ) | | | | | | (9,425 ) | | |
Net cash used in investing activities
|
| | | | (337,051 ) | | | | | | (2,941,921 ) | | | | | | (444,594 ) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from short-term borrowings
|
| | | | — | | | | | | 200,000 | | | | | | 30,225 | | |
Proceeds from institutional funding partners and online investors
|
| | | | 165,212 | | | | | | 4,627,087 | | | | | | 699,262 | | |
Payments to institutional funding partners and online investors
|
| | | | (70,549 ) | | | | | | (2,587,336 ) | | | | | | (391,008 ) | | |
Proceeds from issuance of ordinary shares and preferred shares
|
| | | | 361,951 | | | | | | — | | | | | | — | | |
Contribution from noncontrolling interest holder
|
| | | | 2,000 | | | | | | — | | | | | | — | | |
Acquisition of noncontrolling interests
|
| | | | — | | | | | | (2,000 ) | | | | | | (302 ) | | |
Payments of dividends to shareholders
|
| | | | — | | | | | | (32,228 ) | | | | | | (4,870 ) | | |
Net cash provided by financing activities
|
| | | | 458,614 | | | | | | 2,205,523 | | | | | | 333,307 | | |
Effect of exchange rate changes on cash, cash equivalents and restricted
cash |
| | | | — | | | | | | — | | | | | | — | | |
Net increase in cash, cash equivalents and restricted cash
|
| | | | 1,045,951 | | | | | | 1,547,679 | | | | | | 233,891 | | |
Cash, cash equivalents and restricted cash at beginning of year
|
| | | | 268,863 | | | | | | 1,314,814 | | | | | | 198,699 | | |
Cash, cash equivalents and restricted cash at end of year
|
| | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | | | | | | | |
Interest paid
|
| | | | 2,438 | | | | | | 43,524 | | | | | | 6,578 | | |
Income taxes paid
|
| | | | 41,935 | | | | | | 219,988 | | | | | | 33,245 | | |
Non-cash activities: | | | | | | | | | | | | | | | | | | | |
Modification of Series A, A+ and B preferred shares
|
| | | | (861 ) | | | | | | — | | | | | | — | | |
Accretion on Series C convertible redeemable preferred shares to redemption
value |
| | | | (120,000 ) | | | | | | — | | | | | | — | | |
Reconciliation of cash, cash equivalents and restricted cash | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 1,314,814 | | | | | | 1,765,572 | | | | | | 266,820 | | |
Restricted cash – current
|
| | | | — | | | | | | 1,092,921 | | | | | | 165,166 | | |
Restricted cash – non-current
|
| | | | — | | | | | | 4,000 | | | | | | 604 | | |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
| | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | | |
|
Entity
|
| |
Date of
incorporation |
| |
Place of
incorporation |
| |
Percentage
of legal ownership by the Company |
| |
Principal
activities |
|
Subsidiaries | | | | | | ||||||||
Weidai HK | | | February 5, 2018 | | |
Hong Kong
|
| | 100% | | |
Investment holding
|
|
Weidai Co. | | | March 15, 2018 | | | PRC | | | 100% | | |
Investment holding
|
|
VIE | | | | | | ||||||||
Weidai (Hangzhou) | | |
December 25, 2014
|
| | PRC | | | Nil | | |
Online finance
marketplace business |
|
Entity
|
| |
Date of
incorporation |
| |
Place of
incorporation |
| |
Percentage
of legal ownership by the Company |
| |
Principal
activities |
|
Subsidiaries of the VIE | | | | | | ||||||||
Qianwei (Hangzhou) Technology Co., Ltd. | | | September 29, 2015 | | | PRC | | | Nil | | |
Asset management
|
|
Ruituo (Hangzhou) Internet Financial Information Services Co., Ltd. | | | July 30, 2015 | | | PRC | | | Nil | | |
Asset management
|
|
Yiwu Weirui Internet Technology Co., Ltd. | | | September 29, 2015 | | | PRC | | | Nil | | |
Asset management
|
|
Hangzhou Yiqitou Investment Advisory Co., Ltd | | | October 28, 2016 | | | PRC | | | Nil | | | Consulting | |
Liangche (Hangzhou) Internet Technology Co., Ltd. | | |
February 21, 2017
|
| | PRC | | | Nil | | | Internet technology | |
Hangzhou Jingwei Assets Management Co., Ltd. | | | August 9, 2016 | | | PRC | | | Nil | | | Assets management | |
Fuzhou Weidai Online Microcredit Co., Ltd. | | | June 23, 2017 | | | PRC | | | Nil | | | Micro-loan business | |
Khorgos Micro-car Auction Information Technology Co., Ltd. | | | May 18, 2017 | | | PRC | | | Nil | | |
Second-hand car
operation |
|
Khorgos Micron Internet Technology Co., Ltd. | | | August 23, 2017 | | | PRC | | | Nil | | |
Technology development
and service |
|
Khorgos Weiyi Internet Technology Co., Ltd. | | | August 23, 2017 | | | PRC | | | Nil | | |
Technology development
and service |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 1,314,814 | | | | | | 1,765,572 | | | | | | 266,820 | | |
Restricted cash
|
| | | | — | | | | | | 1,096,921 | | | | | | 165,166 | | |
Loans and advances, net
|
| | | | 293,158 | | | | | | 1,938,492 | | | | | | 292,952 | | |
Short-term investments
|
| | | | — | | | | | | 8,500 | | | | | | 1,285 | | |
Prepaid expenses and other assets
|
| | | | 328,853 | | | | | | 433,597 | | | | | | 65,527 | | |
Amounts due from related parties
|
| | | | 74,200 | | | | | | 9,168 | | | | | | 1,385 | | |
Total current assets
|
| | | | 2,011,025 | | | | | | 5,248,250 | | | | | | 793,135 | | |
Non-current assets: | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | — | | | | | | 4,000 | | | | | | 604 | | |
Long-term investments
|
| | | | 13,333 | | | | | | 359,333 | | | | | | 54,304 | | |
Loans and advances, net
|
| | | | — | | | | | | 390,171 | | | | | | 58,964 | | |
Prepaid expenses and other assets
|
| | | | 2,043 | | | | | | 8,048 | | | | | | 1,216 | | |
Property, equipment and software, net
|
| | | | 45,410 | | | | | | 99,433 | | | | | | 15,027 | | |
Deferred tax assets
|
| | | | 33,679 | | | | | | 158,566 | | | | | | 23,963 | | |
Total non-current assets
|
| | | | 94,465 | | | | | | 1,019,551 | | | | | | 154,078 | | |
Total assets
|
| | | | 2,105,490 | | | | | | 6,267,801 | | | | | | 947,213 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Short-term borrowings
|
| | | | — | | | | | | 200,000 | | | | | | 30,225 | | |
Payable to institutional funding partners and online investors
|
| | | | 94,663 | | | | | | 1,770,681 | | | | | | 267,592 | | |
Current account with online investors and borrowers
|
| | | | 890,192 | | | | | | 1,883,446 | | | | | | 284,633 | | |
Income tax payable
|
| | | | 111,450 | | | | | | 243,338 | | | | | | 36,774 | | |
Accrued expenses and other liabilities
|
| | | | 189,514 | | | | | | 461,295 | | | | | | 69,713 | | |
Amounts due to related parties
|
| | | | 61,548 | | | | | | 62,900 | | | | | | 9,506 | | |
Deferred revenue
|
| | | | 13,196 | | | | | | 12,330 | | | | | | 1,862 | | |
Total current liabilities
|
| | | | 1,360,563 | | | | | | 4,633,990 | | | | | | 700,305 | | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | |
Payable to institutional funding partners
|
| | | | — | | | | | | 416,118 | | | | | | 62,885 | | |
Deferred revenue
|
| | | | 1,100 | | | | | | 887 | | | | | | 134 | | |
Other non-current liabilities
|
| | | | 8,333 | | | | | | 40,719 | | | | | | 6,154 | | |
Total non-current liabilities
|
| | | | 9,433 | | | | | | 457,724 | | | | | | 69,173 | | |
Total liabilities
|
| | | | 1,369,996 | | | | | | 5,091,714 | | | | | | 769,478 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Net revenues
|
| | | | 1,761,380 | | | | | | 3,545,430 | | | | | | 535,798 | | |
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Net cash provided by operating activities
|
| | | | 924,388 | | | | | | 2,284,077 | | | | | | 345,178 | | |
Net cash used in investing activities
|
| | | | (337,051 ) | | | | | | (2,941,921 ) | | | | | | (444,594 ) | | |
Net cash provided by financing activities
|
| | | | 458,614 | | | | | | 2,205,523 | | | | | | 333,307 | | |
| | | | | | | | | | | | | | |
Fair value measurement or disclosure at
December 31, 2017 using |
| |||||||||||||||
| | |
Total fair value at
December 31, 2017 |
| |
Quoted prices
in active markets for identical assets (Level 1) |
| |
Significant
other observable inputs (Level 2) |
| |
Significant
unobservable inputs (Level 3) |
| ||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Fair value disclosure | | | | | | | |||||||||||||||||||||||||
Long-term time deposits
|
| | | | 44,322 | | | | | | 6,698 | | | | | | — | | | | | | 44,322 | | | | | | — | | |
Loans and advances, net – non-current
|
| | | | 390,171 | | | | | | 58,964 | | | | | | — | | | | | | 390,171 | | | | | | — | | |
Long-term payable to institutional funding partners
|
| | | | 383,043 | | | | | | 57,887 | | | | | | — | | | | | | 383,043 | | | | | | — | | |
Fair value measurements | | | | | | | |||||||||||||||||||||||||
Recurring | | | | | | | |||||||||||||||||||||||||
Short-term investments | | | | | | | |||||||||||||||||||||||||
Available-for-sale debt securities
|
| | | | 8,500 | | | | | | 1,285 | | | | | | — | | | | | | 8,500 | | | | | | — | | |
Category:
|
| |
Estimated Useful Life
|
| |
Estimated
Residual Value |
| |||
Computer and electronic equipment
|
| |
3~5 years
|
| | | | 5 % | | |
Office furniture and equipment
|
| |
3~5 years
|
| | | | 5 % | | |
Vehicles
|
| |
4 years
|
| | | | 5 % | | |
Software
|
| |
3~10 years
|
| | | | 0 % | | |
Leasehold improvement
|
| |
Lesser of useful life or lease term
|
| | | | 0 % | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Late payment penalties and loan collection fees
|
| | | | 158,154 | | | | | | 218,675 | | | | | | 33,047 | | |
Others
|
| | | | 46,799 | | | | | | 86,362 | | | | | | 13,051 | | |
Total
|
| | | | 204,953 | | | | | | 305,037 | | | | | | 46,098 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current portion: | | | | | |||||||||||||||
Loans receivable (i) | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 76,457 | | | | | | 1,105,169 | | | | | | 167,017 | | |
Other secured loans
|
| | | | 18,206 | | | | | | 104,292 | | | | | | 15,761 | | |
Unsecured loans
|
| | | | — | | | | | | 512,616 | | | | | | 77,468 | | |
Sub-total
|
| | | | 94,663 | | | | | | 1,722,077 | | | | | | 260,246 | | |
Acquired non-performing loans (ii) | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 256,556 | | | | | | 438,942 | | | | | | 66,334 | | |
Other secured loans
|
| | | | — | | | | | | 58,961 | | | | | | 8,910 | | |
Unsecured loans
|
| | | | 762 | | | | | | 120,955 | | | | | | 18,280 | | |
Sub-total
|
| | | | 257,318 | | | | | | 618,858 | | | | | | 93,524 | | |
Advances to borrowers
(iii)
|
| | | | 8,705 | | | | | | 2,487 | | | | | | 376 | | |
Total current loans and advances
|
| | | | 360,686 | | | | | | 2,343,422 | | | | | | 354,146 | | |
Allowance for loans and advances
|
| | | | (67,528 ) | | | | | | (404,930 ) | | | | | | (61,194 ) | | |
Loans and advances, net
|
| | | | 293,158 | | | | | | 1,938,492 | | | | | | 292,952 | | |
Non-current portion: | | | | | |||||||||||||||
Loans receivable (i) | | | | | |||||||||||||||
Auto-backed loans
|
| | | | — | | | | | | 230,634 | | | | | | 34,854 | | |
Other secured loans
|
| | | | — | | | | | | 160,733 | | | | | | 24,291 | | |
Unsecured loans
|
| | | | — | | | | | | 164 | | | | | | 25 | | |
Total non-current loans and advances
|
| | | | — | | | | | | 391,531 | | | | | | 59,170 | | |
Allowance for loans and advances
|
| | | | — | | | | | | (1,360 ) | | | | | | (206 ) | | |
Loans and advances, net
|
| | | | — | | | | | | 390,171 | | | | | | 58,964 | | |
|
2016
|
| |
Loans receivable
|
| |
Acquired non-performing loans
|
| | | | | | | ||||||||||||||||||||||||||||||
| | |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Total
|
| |||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||||||||
Beginning balance
|
| | | | — | | | | | | — | | | | | | — | | | | | | (9,705 ) | | | | | | — | | | | | | — | | | | | | (9,705 ) | | |
Current year provision
|
| | | | — | | | | | | — | | | | | | — | | | | | | (142,715 ) | | | | | | (1,530 ) | | | | | | (372 ) | | | | | | (144,617 ) | | |
Recoveries of loans previously written off
|
| | | | — | | | | | | — | | | | | | — | | | | | | (9,268 ) | | | | | | — | | | | | | — | | | | | | (9,268 ) | | |
Write-offs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 94,532 | | | | | | 1,530 | | | | | | — | | | | | | 96,062 | | |
Ending balance
|
| | | | — | | | | | | — | | | | | | — | | | | | | (67,156 ) | | | | | | — | | | | | | (372 ) | | | | | | (67,528 ) | | |
|
2017
|
| |
Loans receivable
|
| |
Acquired non-performing loans
|
| | | ||||||||||||||||||||||||||||||||||||||||
| | |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Total
|
| |
Total
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||||||||
Beginning balance
|
| | | | — | | | | | | — | | | | | | — | | | | | | (67,156 ) | | | | | | — | | | | | | (372 ) | | | | | | (67,528 ) | | | | | | (10,205 ) | | |
Current year provision
|
| | | | (5,149 ) | | | | | | (913 ) | | | | | | (64,515 ) | | | | | | (327,453 ) | | | | | | (4,832 ) | | | | | | (81,201 ) | | | | | | (484,063 ) | | | | | | (73,153 ) | | |
Recoveries of loans previously written off
|
| | | | — | | | | | | — | | | | | | — | | | | | | (18,943 ) | | | | | | — | | | | | | — | | | | | | (18,943 ) | | | | | | (2,863 ) | | |
Write-offs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 161,378 | | | | | | 1,077 | | | | | | 1,789 | | | | | | 164,244 | | | | | | 24,821 | | |
Ending balance
|
| | | | (5,149 ) | | | | | | (913 ) | | | | | | (64,515 ) | | | | | | (252,174 ) | | | | | | (3,755 ) | | | | | | (79,784 ) | | | | | | (406,290 ) | | | | | | (61,400 ) | | |
|
As of December 31, 2016
|
| |
Current
|
| |
1 – 30
days past due |
| |
31 – 60
days past due |
| |
61 – 90
days past due |
| |
91 – 120
days past due |
| |
121 – 150
days past due |
| |
151 – 180
days past due |
| |
181 – 360
days past due |
| |
Over 360
days past due |
| |
Total
|
| ||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||||||||
Loans receivable | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 76,457 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 76,457 | | |
Other secured loans
|
| | | | 18,206 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,206 | | |
Acquired non-performing loans | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | — | | | | | | 69,405 | | | | | | 51,785 | | | | | | 41,342 | | | | | | 31,430 | | | | | | 21,915 | | | | | | 11,715 | | | | | | 23,400 | | | | | | 5,564 | | | | | | 256,556 | | |
Unsecured loans
|
| | | | — | | | | | | 593 | | | | | | 91 | | | | | | 54 | | | | | | 17 | | | | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 762 | | |
Total
|
| | | | 94,663 | | | | | | 69,998 | | | | | | 51,876 | | | | | | 41,396 | | | | | | 31,447 | | | | | | 21,922 | | | | | | 11,715 | | | | | | 23,400 | | | | | | 5,564 | | | | | | 351,981 | | |
|
As of December 31, 2017
|
| |
Current
|
| |
1 – 30
days past due |
| |
31 – 60
days past due |
| |
61 – 90
days past due |
| |
91 – 120
days past due |
| |
121 – 150
days past due |
| |
151 – 180
days past due |
| |
181 – 360
days past due |
| |
Over 360
days past due |
| |
Total
|
| |
Total
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||||||||||||||||||||||||||
Loans receivable | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 1,331,760 | | | | | | 3,015 | | | | | | 813 | | | | | | 50 | | | | | | 165 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,335,803 | | | | | | 201,871 | | |
Other secured loans
|
| | | | 265,025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 265,025 | | | | | | 40,052 | | |
Unsecured loans
|
| | | | 496,726 | | | | | | 14,050 | | | | | | 1,614 | | | | | | 226 | | | | | | 118 | | | | | | 46 | | | | | | — | | | | | | — | | | | | | — | | | | | | 512,780 | | | | | | 77,493 | | |
Acquired non-performing
loans |
| | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | — | | | | | | 73,463 | | | | | | 46,542 | | | | | | 39,968 | | | | | | 38,558 | | | | | | 26,354 | | | | | | 26,887 | | | | | | 134,994 | | | | | | 52,176 | | | | | | 438,942 | | | | | | 66,334 | | |
Other secured loans
|
| | | | — | | | | | | 8,599 | | | | | | 21,419 | | | | | | 12,117 | | | | | | 9,205 | | | | | | 257 | | | | | | 177 | | | | | | 7,145 | | | | | | 42 | | | | | | 58,961 | | | | | | 8,910 | | |
Unsecured loans
|
| | | | — | | | | | | 84,612 | | | | | | 30,507 | | | | | | 3,638 | | | | | | 1,558 | | | | | | 356 | | | | | | 232 | | | | | | 2 | | | | | | 50 | | | | | | 120,955 | | | | | | 18,280 | | |
Total
|
| | | | 2,093,511 | | | | | | 183,739 | | | | | | 100,895 | | | | | | 55,999 | | | | | | 49,604 | | | | | | 27,013 | | | | | | 27,296 | | | | | | 142,141 | | | | | | 52,268 | | | | | | 2,732,466 | | | | | | 412,940 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current: | | | | | | | | | | | | | | | | | | | |
Amounts due from third-party payment platforms
(i)
|
| | | | 231,721 | | | | | | 204,231 | | | | | | 30,864 | | |
Prepaid rental and deposits
|
| | | | 40,495 | | | | | | 72,186 | | | | | | 10,909 | | |
Others
|
| | | | 56,637 | | | | | | 157,180 | | | | | | 23,754 | | |
Total
|
| | | | 328,853 | | | | | | 433,597 | | | | | | 65,527 | | |
Non-current: | | | | | | | | | | | | | | | | | | | |
Prepaid rental and deposits
|
| | | | 2,043 | | | | | | 8,048 | | | | | | 1,216 | | |
Total
|
| | | | 2,043 | | | | | | 8,048 | | | | | | 1,216 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Cost method investments
|
| | | | 13,333 | | | | | | 309,333 | | | | | | 46,748 | | |
Time deposits
|
| | | | — | | | | | | 50,000 | | | | | | 7,556 | | |
| | | | | 13,333 | | | | | | 359,333 | | | | | | 54,304 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Computer and electronic equipment
|
| | | | 14,198 | | | | | | 38,298 | | | | | | 5,788 | | |
Leasehold improvement
|
| | | | 13,483 | | | | | | 38,900 | | | | | | 5,879 | | |
Vehicles
|
| | | | 11,359 | | | | | | 20,985 | | | | | | 3,171 | | |
Office furniture and equipment
|
| | | | 2,124 | | | | | | 6,094 | | | | | | 921 | | |
Software
|
| | | | 7,585 | | | | | | 11,053 | | | | | | 1,670 | | |
Total
|
| | | | 48,749 | | | | | | 115,330 | | | | | | 17,429 | | |
Less: Accumulated depreciation and amortization
|
| | | | (3,339 ) | | | | | | (15,897 ) | | | | | | (2,402 ) | | |
Property, equipment and software, net
|
| | | | 45,410 | | | | | | 99,433 | | | | | | 15,027 | | |
|
| | |
Fixed annual Rate
(%) |
| | | | |
As of December 31,
|
| |||||||||||||||
| | |
Term
|
| |
2016
|
| |
2017
|
| |||||||||||||||
| | | | | | | | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current: | | | | | | | |||||||||||||||||||
Institutional funding partners
|
| |
3% to 9%
|
| |
1 to 12 months
|
| | | | — | | | | | | 523,328 | | | | | | 79,087 | | |
Online investors
|
| |
5% to 11%
|
| |
3 days to 12 months
|
| | | | 94,663 | | | | | | 1,247,353 | | | | | | 188,505 | | |
| | | | | | | | | | | 94,663 | | | | | | 1,770,681 | | | | | | 267,592 | | |
Non-current: | | | | | | | |||||||||||||||||||
Institutional funding partners
|
| |
3% to 9%
|
| |
13 to 36 months
|
| | | | — | | | | | | 416,118 | | | | | | 62,885 | | |
|
| | |
Payment due by period
|
| |||||||||||||||||||||
Long-term borrowings and interest payable:
|
| |
Less than
1 year |
| |
1 – 2 years
|
| |
Greater than
2 years |
| |
Total
|
| ||||||||||||
As of December 31, 2016 (RMB)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
As of December 31, 2017 (RMB)
|
| | | | 259,356 | | | | | | 256,945 | | | | | | 189,971 | | | | | | 706,272 | | |
As of December 31, 2017 (US$)
|
| | | | 39,195 | | | | | | 38,830 | | | | | | 28,709 | | | | | | 106,734 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Investor deposits
|
| | | | 298,444 | | | | | | 1,097,259 | | | | | | 165,822 | | |
Undrawn borrower funds and deposits
|
| | | | 591,748 | | | | | | 786,187 | | | | | | 118,811 | | |
Total
|
| | | | 890,192 | | | | | | 1,883,446 | | | | | | 284,633 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Payroll and welfare payable
|
| | | | 87,074 | | | | | | 254,509 | | | | | | 38,462 | | |
Accrued marketing expenses
|
| | | | 6,442 | | | | | | 50,163 | | | | | | 7,581 | | |
Other taxes payable
|
| | | | 23,895 | | | | | | 25,862 | | | | | | 3,908 | | |
Others
|
| | | | 72,103 | | | | | | 130,761 | | | | | | 19,762 | | |
Total
|
| | | | 189,514 | | | | | | 461,295 | | | | | | 69,713 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Interest income
|
| | | | 13,793 | | | | | | 35,742 | | | | | | 5,401 | | |
Interest expenses
|
| | | | — | | | | | | (4,949 ) | | | | | | (748 ) | | |
Bank charges
|
| | | | (145 ) | | | | | | (490 ) | | | | | | (74 ) | | |
Total
|
| | | | 13,648 | | | | | | 30,303 | | | | | | 4,579 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current income tax
|
| | | | 136,400 | | | | | | 318,090 | | | | | | 48,071 | | |
Deferred income tax
|
| | | | (31,270 ) | | | | | | (124,887 ) | | | | | | (18,874 ) | | |
| | | | | 105,130 | | | | | | 193,203 | | | | | | 29,197 | | |
|
| | |
As at December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Deferred tax assets | | | | | | | | | | | | | | | | | | | |
Allowance for loans and advances
|
| | | | 32,325 | | | | | | 128,885 | | | | | | 19,478 | | |
Net operating loss carry forwards
|
| | | | 9,062 | | | | | | 41,875 | | | | | | 6,328 | | |
Accruals for share-based compensation
|
| | | | — | | | | | | 10,180 | | | | | | 1,538 | | |
Accruals for payroll and other costs
|
| | | | 2,511 | | | | | | 24,455 | | | | | | 3,696 | | |
Less: valuation allowance
|
| | | | (10,219 ) | | | | | | (46,829 ) | | | | | | (7,077 ) | | |
Balance at end of the year
|
| | | | 33,679 | | | | | | 158,566 | | | | | | 23,963 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Income before provision of income tax
|
| | | | 396,159 | | | | | | 668,024 | | | | | | 100,954 | | |
PRC statutory income tax rate
|
| | | | 25 % | | | | | | 25 % | | | | | | 25 % | | |
Income tax computed at statutory tax rate
|
| | | | 99,039 | | | | | | 167,006 | | | | | | 25,239 | | |
Research and development super-deduction
|
| | | | (5,034 ) | | | | | | (11,912 ) | | | | | | (1,800 ) | | |
Non-deductible expenses
|
| | | | 942 | | | | | | 1,499 | | | | | | 227 | | |
Changes in valuation allowance
|
| | | | 10,183 | | | | | | 36,610 | | | | | | 5,531 | | |
Income tax expenses
|
| | | | 105,130 | | | | | | 193,203 | | | | | | 29,197 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Numerator: | | | | | | | | | | | | | | | | | | | |
Net income attributable to ordinary shareholders
|
| | | | 170,168 | | | | | | 466,217 | | | | | | 70,456 | | |
Allocation of net income attributable to preferred shareholders
|
| | | | (44,428 ) | | | | | | (115,555 ) | | | | | | (17,463 ) | | |
Numerator for computing basic earnings per share
|
| | | | 125,740 | | | | | | 350,662 | | | | | | 52,993 | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares outstanding
|
| | | | 48,392,050 | | | | | | 48,392,050 | | | | | | 48,392,050 | | |
Earnings per share – basic
|
| | | | 2.60 | | | | | | 7.25 | | | | | | 1.10 | | |
|
| | |
Years ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Numerator: | | | | | | | | | | | | | | | | | | | |
Numerator for computing basic earnings per share
|
| | | | 125,740 | | | | | | 350,662 | | | | | | 52,993 | | |
Allocation of net income attributable to Series C redeemable
convertible preferred shares |
| | | | — | | | | | | 22,324 | | | | | | 3,374 | | |
Numerator for computing diluted earnings per share
|
| | | | 125,740 | | | | | | 372,986 | | | | | | 56,367 | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares outstanding
|
| | | | 48,392,050 | | | | | | 48,392,050 | | | | | | 48,392,050 | | |
Conversion of Series C redeemable convertible preferred shares to ordinary shares
|
| | | | — | | | | | | 3,074,400 | | | | | | 3,074,400 | | |
Weighted average number of ordinary shares outstanding – diluted
|
| | | | 48,392,050 | | | | | | 51,466,450 | | | | | | 51,466,450 | | |
Earnings per share – diluted
|
| | | | 2.60 | | | | | | 7.25 | | | | | | 1.10 | | |
|
| | |
For the year ended December 31, 2017
|
||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
|||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
|||||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
|||||||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to Weidai Ltd.
|
| | | | 220,546 | | | | | | 33,330 | | | | | | 254,275 | | | | | | 38,427 |
Numerator for pro forma basic and diluted earnings per share
|
| | | | 220,546 | | | | | | 33,330 | | | | | | 254,275 | | | | | | 38,427 |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding
|
| | | | 13,320,650 | | | | | | 13,320,650 | | | | | | 35,071,400 | | | | | | 35,071,400 |
Add: adjustment to reflect assumed effect of
automatic conversion of preference shares |
| | | | 17,098,700 | | | | | | 17,098,700 | | | | | | — | | | | | | — |
Weighted average number of shares used in
calculating pro forma basic and diluted earnings per share |
| | | | 30,419,350 | | | | | | 30,419,350 | | | | | | 35,071,400 | | | | | | 35,071,400 |
Pro forma earnings per share – basic and diluted (unaudited)
|
| | | | 7.25 | | | | | | 1.10 | | | | | | 7.25 | | | | | | 1.10 |
|
Name of related parties
|
| |
Relationship with the Company
|
|
Mr. Hong Yao | | | Founder, chief executive officer and principal shareholder of the Company | |
Hangzhou Ruituo Technology Co., Ltd. | | | Entity controlled by Founder | |
Zhejiang Ruituo Information Technology Co., Ltd.
|
| | Entity controlled by Founder | |
Shanghai Zaohui Finance Lease Co., Ltd. | | | Entity controlled by Director | |
Zhejiang Qunshuo Electronics Co., Ltd | | | Entity significantly influenced by Founder | |
Beijing Lezhihui Technology Co., Ltd. | | | Entity significantly influenced by Founder | |
Hangzhou Qiandaohuyaodage Trading Company | | | Entity controlled by immediate family members of Founder | |
Zhejiang Hongrui Investment Management Co., Ltd.
|
| | Entity controlled by immediate family members of Founder | |
Weiyi (Hangzhou) Internet Financial Information Service Co., Ltd.
|
| | Entity controlled by immediate family members of Founder | |
Chunan Wencai Information Advisory Services Company
|
| | Entity controlled by immediate family members of Founder | |
Chunan Yuntong Information Advisory Services Company
|
| | Entity controlled by immediate family members of Director | |
Chunan Wangcai Information Advisory Services Company
|
| | Entity controlled by immediate family members of Director | |
Suzhou Weixin Zhonghua Venture Capital Partnership
|
| | Company shareholder | |
Key management and their immediate family members
|
| | The Company’s key management and their immediate family members | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Financing income: | | | | | | | | | | | | | | | | | | | |
Key management and their immediate family members
|
| | | | 833 | | | | | | 851 | | | | | | 129 | | |
Other revenues: | | | | | |||||||||||||||
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 2,179 | | | | | | 3,740 | | | | | | 565 | | |
Origination and servicing expenses: | | | | | |||||||||||||||
Customer acquisition costs to: | | | | | | | | | | | | | | | | | | | |
Chunan Wencai Information Advisory Services Company
|
| | | | 87,356 | | | | | | 99,601 | | | | | | 15,052 | | |
Chunan Wangcai Information Advisory Services Company
|
| | | | 57,833 | | | | | | 62,496 | | | | | | 9,445 | | |
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 5,578 | | | | | | 49,377 | | | | | | 7,462 | | |
Chunan Yuntong Information Advisory Services Company
|
| | | | 3,155 | | | | | | 2,793 | | | | | | 422 | | |
GPS costs to: | | | | | | | | | | | | | | | | | | | |
Zhejiang Qunshuo Electronics Co., Ltd
|
| | | | 10,067 | | | | | | 25,290 | | | | | | 3,822 | | |
Collecting costs to: | | | | | |||||||||||||||
Zhejiang Hongrui Investment Management Co., Ltd.
|
| | | | 13,221 | | | | | | 20,469 | | | | | | 3,093 | | |
Total
|
| | | | 177,210 | | | | | | 260,026 | | | | | | 39,296 | | |
General and administrative expenses: | | | | | | | | | | | | | | | | | | | |
Consulting expenses to: | | | | | | | | | | | | | | | |||||
Suzhou Weixin Zhonghua Venture Capital Partnership (LLP)
|
| | | | — | | | | | | 20,000 | | | | | | 3,022 | | |
Welfare expenses to: | | | | | |||||||||||||||
Hangzhou Qiandaohuyaodage trading company
|
| | | | 179 | | | | | | 1,387 | | | | | | 210 | | |
Total
|
| | | | 179 | | | | | | 21,387 | | | | | | 3,232 | | |
Sales and marketing expenses: | | | | | | | | | | | | | | | | | | | |
Promotion expenses to: | | | | | | | | | | | | | | | | | | | |
Weiyi (Hangzhou) Internet Financial Information Service
Co., Ltd. |
| | | | 3,264 | | | | | | 7,916 | | | | | | 1,196 | | |
Trademark expenses to: | | | | | |||||||||||||||
Zhejiang Ruituo Information Technology Co., Ltd.
|
| | | | — | | | | | | 62 | | | | | | 10 | | |
Total
|
| | | | 3,264 | | | | | | 7,978 | | | | | | 1,206 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Hangzhou Ruituo Technology Co., Ltd.
|
| | | | 3,051 | | | | | | 4,497 | | | | | | 680 | | |
Shanghai Zaohui Finance Lease Co., Ltd.
(i)
|
| | | | 270 | | | | | | 3,993 | | | | | | 603 | | |
Mr. Hong Yao
|
| | | | 64,687 | | | | | | 161 | | | | | | 24 | | |
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 5,311 | | | | | | — | | | | | | — | | |
Others
|
| | | | 881 | | | | | | 517 | | | | | | 78 | | |
Total
|
| | | | 74,200 | | | | | | 9,168 | | | | | | 1,385 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Key management and their immediate family members
(i)
|
| | | | 15,010 | | | | | | 30,701 | | | | | | 4,640 | | |
Hangzhou Ruituo Technology Co., Ltd.
(ii)
|
| | | | 853 | | | | | | 10,139 | | | | | | 1,532 | | |
Chunan Wangcai Information Advisory Services Company
|
| | | | 9,489 | | | | | | 6,233 | | | | | | 942 | | |
Chunan Wencai Information Advisory Services Company
|
| | | | 8,448 | | | | | | 5,718 | | | | | | 864 | | |
Mr. Hong Yao
(i)
|
| | | | 21,307 | | | | | | 4,335 | | | | | | 655 | | |
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 5,577 | | | | | | 2,921 | | | | | | 441 | | |
Others
|
| | | | 864 | | | | | | 2,853 | | | | | | 432 | | |
Total
|
| | | | 61,548 | | | | | | 62,900 | | | | | | 9,506 | | |
|
| | |
December 31, 2017
|
|
Fair value per ordinary share
|
| |
134.42
|
|
Risk-free interest rate
|
| |
4.35%
|
|
Dividend yield
|
| |
nil
|
|
Expected volatility
|
| |
61.00%
|
|
Weighted average expected life range (years)
|
| |
2.92 – 3.75
|
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| |
2017
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Origination and servicing
|
| | | | 18,473 | | | | | | — | | | | | | — | | |
General and administrative
|
| | | | — | | | | | | 35,223 | | | | | | 5,323 | | |
Research and development
|
| | | | 13,853 | | | | | | 5,496 | | | | | | 831 | | |
Total
|
| | | | 32,326 | | | | | | 40,719 | | | | | | 6,154 | | |
|
| | |
RMB
|
| |
US$
|
| ||||||
2018
|
| | | | 91,347 | | | | | | 13,805 | | |
2019
|
| | | | 72,363 | | | | | | 10,936 | | |
2020
|
| | | | 26,634 | | | | | | 4,025 | | |
2021
|
| | | | 9,577 | | | | | | 1,447 | | |
2022 and thereafter
|
| | | | 124 | | | | | | 19 | | |
Total
|
| | | | 200,045 | | | | | | 30,232 | | |
|
| | |
RMB
|
| |
US$
|
| ||||||
2018
|
| | | | 3,692 | | | | | | 558 | | |
2019
|
| | | | 1,015 | | | | | | 153 | | |
2020 and thereafter
|
| | | | — | | | | | | — | | |
Total
|
| | | | 4,707 | | | | | | 711 | | |
|
| | |
Series A
|
| |
Series A+
|
| |
Series B
|
| |
Series C
|
| |
Total
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Balance as of January 1, 2016
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Capital injection for Series A, A+ and B preferred
shares |
| | | | 18,293 | | | | | | 3,658 | | | | | | 6,098 | | | | | | — | | | | | | 28,049 | | |
Issuance of Series C redeemable convertible preferred shares (net of nil issuance costs)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 240,000 | | | | | | 240,000 | | |
Modification of Series A, A+ and B preferred shares
|
| | | | 563 | | | | | | 113 | | | | | | 185 | | | | | | — | | | | | | 861 | | |
Accretion of Series C redeemable convertible preferred shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 120,000 | | |
Balance as of December 31, 2016
|
| | | | 18,856 | | | | | | 3,771 | | | | | | 6,283 | | | | | | 360,000 | | | | | | 388,910 | | |
Dividends declared
|
| | | | 4,602 | | | | | | 920 | | | | | | 1,534 | | | | | | 1,548 | | | | | | 8,604 | | |
Dividends paid
|
| | | | (4,602 ) | | | | | | (920 ) | | | | | | (1,534 ) | | | | | | (1,548 ) | | | | | | (8,604 ) | | |
Balance as of December 31, 2017
|
| | | | 18,856 | | | | | | 3,771 | | | | | | 6,283 | | | | | | 360,000 | | | | | | 388,910 | | |
Balance as of December 31, 2017 (US$)
|
| | | | 2,850 | | | | | | 570 | | | | | | 950 | | | | | | 54,403 | | | | | | 58,773 | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Investment in subsidiaries, VIE and VIE’s subsidiaries
|
| | | | 733,494 | | | | | | 1,216,806 | | | | | | 183,889 | | |
Total non-current assets
|
| | | | 733,494 | | | | | | 1,216,806 | | | | | | 183,889 | | |
Total assets
|
| | | | 733,494 | | | | | | 1,216,806 | | | | | | 183,889 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Share-based liability awards
|
| | | | — | | | | | | 40,719 | | | | | | 6,154 | | |
Total non-current liabilities
|
| | | | — | | | | | | 40,719 | | | | | | 6,154 | | |
Total liabilities
|
| | | | — | | | | | | 40,719 | | | | | | 6,154 | | |
Mezzanine equity: | | | | | | | | | | | | | | | | | | | |
Series A preferred shares (par value of US$0.000002 per share; 9,146,250 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | 18,856 | | | | | | 18,856 | | | | | | 2,850 | | |
Series A+ preferred shares (par value of US$0.000002 per share; 1,829,250 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | 3,771 | | | | | | 3,771 | | | | | | 570 | | |
Series B preferred shares (par value of US$0.000002 per share; 3,048,800 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | 6,283 | | | | | | 6,283 | | | | | | 950 | | |
Series C redeemable convertible preferred shares (par value of US$0.000002 per share; 3,074,400 shares authorized, issued and outstanding as of December 31, 2016 and 2017)
|
| | | | 360,000 | | | | | | 360,000 | | | | | | 54,403 | | |
Total mezzanine equity
|
| | | | 388,910 | | | | | | 388,910 | | | | | | 58,773 | | |
Shareholders’ equity: | | | | | | | | | | | | | | | | | | | |
Ordinary shares (par value of US$0.000002 per share; 24,982,901,300 shares authorized, 48,392,050 shares issued and outstanding as of December 31, 2016 and 2017)
|
| | | | 1 | | | | | | 1 | | | | | | — | | |
Class A ordinary shares (par value of US$0.000002 per share; 30,419,350 shares issued and outstanding as of December 31, 2016 and 2017, pro forma)
|
| | | | — | | | | | | — | | | | | | — | | |
Class B ordinary shares (par value of US$0.000002 per share; 35,071,400 shares issued and outstanding, as of December 31, 2016 and 2017, pro forma)
|
| | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | 468,352 | | | | | | 468,352 | | | | | | 70,779 | | |
(Accumulated deficit)/Retained earnings
|
| | | | (123,769 ) | | | | | | 318,824 | | | | | | 48,183 | | |
Total shareholders’ equity
|
| | | | 344,584 | | | | | | 787,177 | | | | | | 118,962 | | |
Total liabilities, mezzanine equity and shareholders’ equity
|
| | | | 733,494 | | | | | | 1,216,806 | | | | | | 183,889 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Income from equity method investments
|
| | | | 323,355 | | | | | | 515,540 | | | | | | 77,911 | | |
Share-based compensation expenses
|
| | | | (32,326 ) | | | | | | (40,719 ) | | | | | | (6,154 ) | | |
Net income before income taxes
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
Income tax expenses
|
| | | | — | | | | | | — | | | | | | — | | |
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
Other comprehensive income, net of tax
|
| | | | — | | | | | | — | | | | | | — | | |
Total comprehensive income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2016
|
| |
2017
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Net income
|
| | | | 291,029 | | | | | | 474,821 | | | | | | 71,757 | | |
Share of profit in subsidiaries, VIE and VIE’s
subsidiaries |
| | | | (323,355 ) | | | | | | (515,540 ) | | | | | | (77,911 ) | | |
Share-based compensation expenses
|
| | | | 32,326 | | | | | | 40,719 | | | | | | 6,154 | | |
Net cash provided by (used in) operating activities
|
| | | | — | | | | | | — | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | — | | | | | | — | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | — | | | | | | — | | | | | | — | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
| | | | — | | | | | | — | | | | | | — | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | — | | | | | | — | | | | | | — | | |
Cash, cash equivalents and restricted cash at beginning of the year
|
| | | | — | | | | | | — | | | | | | — | | |
Cash, cash equivalents and restricted cash at end of the
year |
| | | | — | | | | | | — | | | | | | — | | |
|
| | | | | | | | |
As of
|
| |||||||||||||||
| | |
Note
|
| |
December 31,
2017 |
| |
June 30, 2018
|
| |||||||||||||||
| | | | | | | | |
RMB
|
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |||||||||
ASSETS | | | | | | ||||||||||||||||||||
Current assets: | | | | | | ||||||||||||||||||||
Cash and cash equivalents
|
| | | | | | | | | | 1,765,572 | | | | | | 1,823,295 | | | | | | 275,543 | | |
Restricted cash
|
| | | | | | | | | | 1,092,921 | | | | | | 911,796 | | | | | | 137,794 | | |
Loans and advances, net (net of allowance of RMB404,930
and RMB414,374 (US$62,622) as of December 31, 2017 and June 30, 2018, respectively) |
| | | | 3 | | | | | | 1,938,492 | | | | | | 1,725,015 | | | | | | 260,690 | | |
Short-term investments
|
| | | | | | | | | | 8,500 | | | | | | 3,560 | | | | | | 538 | | |
Prepaid expenses and other assets
|
| | | | 4 | | | | | | 433,597 | | | | | | 628,063 | | | | | | 94,916 | | |
Amounts due from related parties
|
| | | | 14 | | | | | | 9,168 | | | | | | 45,692 | | | | | | 6,905 | | |
Total current assets | | | | | | | | | | | 5,248,250 | | | | | | 5,137,421 | | | | | | 776,386 | | |
Non-current assets: | | | | | | ||||||||||||||||||||
Restricted cash
|
| | | | | | | | | | 4,000 | | | | | | 8,000 | | | | | | 1,209 | | |
Long-term investments
|
| | | | 5 | | | | | | 359,333 | | | | | | 13,333 | | | | | | 2,015 | | |
Loans and advances, net (net of allowance of RMB1,360 and
RMB1,211 (US$183) as of December 31, 2017 and June 30, 2018, respectively) |
| | | | 3 | | | | | | 390,171 | | | | | | 494,450 | | | | | | 74,723 | | |
Prepaid expenses and other assets
|
| | | | 4 | | | | | | 8,048 | | | | | | 4,602 | | | | | | 696 | | |
Property, equipment and software, net
|
| | | | 6 | | | | | | 99,433 | | | | | | 103,744 | | | | | | 15,678 | | |
Goodwill
|
| | | | 18 | | | | | | — | | | | | | 5,812 | | | | | | 878 | | |
Deferred tax assets
|
| | | | 12 | | | | | | 158,566 | | | | | | 178,174 | | | | | | 26,926 | | |
Total non-current assets | | | | | | | | | | | 1,019,551 | | | | | | 808,115 | | | | | | 122,125 | | |
TOTAL ASSETS | | | | | | | | | | | 6,267,801 | | | | | | 5,945,536 | | | | | | 898,511 | | |
|
| | | | | | | | |
As of
|
| |||||||||||||||
| | |
Note
|
| |
December 31,
2017 |
| |
June 30, 2018
|
| |||||||||||||||
| | | | | | | | |
RMB
|
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
| | | | | ||||||||||||||||||||
Current liabilities
(including current liabilities of the consolidated VIE and subsidiaries without recourse to the primary beneficiary of RMB4,633,990 and RMB3,768,943 (US$569,576) as of December 31, 2017 and June 30, 2018, respectively):
|
| | | | | ||||||||||||||||||||
Short-term borrowings
|
| | | | 7 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 30,225 | | |
Payable to institutional funding partners and online investors
|
| | | | 8 | | | | | | 1,770,681 | | | | | | 1,341,677 | | | | | | 202,759 | | |
Current account with online investors and borrowers
|
| | | | 9 | | | | | | 1,883,446 | | | | | | 1,774,143 | | | | | | 268,115 | | |
Income tax payable
|
| | | | | | | | | | 243,338 | | | | | | 61,329 | | | | | | 9,269 | | |
Accrued expenses and other liabilities
|
| | | | 10 | | | | | | 461,295 | | | | | | 418,005 | | | | | | 63,170 | | |
Amounts due to related parties
|
| | | | 14 | | | | | | 62,900 | | | | | | 35,755 | | | | | | 5,403 | | |
Deferred revenue
|
| | | | | | | | | | 12,330 | | | | | | 8,299 | | | | | | 1,254 | | |
Total current liabilities
|
| | | | | | | | | | 4,633,990 | | | | | | 3,839,208 | | | | | | 580,195 | | |
Non-current liabilities
(including non-current liabilities of the consolidated VIE and subsidiaries without recourse to the primary beneficiary of RMB457,724 and RMB599,765 (US$90,638) as of December 31, 2017 and June 30, 2018, respectively):
|
| | | | | ||||||||||||||||||||
Payable to institutional funding partners and online investors
|
| | | | 8 | | | | | | 416,118 | | | | | | 536,774 | | | | | | 81,119 | | |
Deferred revenue
|
| | | | | | | | | | 887 | | | | | | 2,473 | | | | | | 374 | | |
Other non-current liabilities
|
| | | | | | | | | | 40,719 | | | | | | 60,518 | | | | | | 9,145 | | |
Total non-current liabilities
|
| | | | | | | | | | 457,724 | | | | | | 599,765 | | | | | | 90,638 | | |
Total liabilities
|
| | | | | | | | | | 5,091,714 | | | | | | 4,438,973 | | | | | | 670,833 | | |
Commitments and contingencies
|
| | | | 16 | | | | | |
| | | | | | | | |
As of
|
| |
Pro forma shareholders’
equity as of |
| ||||||||||||||||||||||||
| | |
Note
|
| |
December 31,
2017 |
| |
June 30, 2018
|
| |
June 30, 2018
|
| ||||||||||||||||||||||||
| | | | | | | | |
RMB
|
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |||||||||||||||
Mezzanine equity: | | | |
|
17
|
| | | | | | | |||||||||||||||||||||||||
Series A preferred shares (par value of
US$0.000002 per share; 9,146,250 shares authorized, issued and outstanding as of December 31, 2017 and June 30, 2018) |
| | | | | | | | | | 18,856 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Series A+ preferred shares (par value of
US$0.000002 per share; 1,829,250 shares authorized, issued and outstanding as of December 31, 2017 and June 30, 2018) |
| | | | | | | | | | 3,771 | | | | | | 3,771 | | | | | | 570 | | | | | | — | | | | | | — | | |
Series B preferred shares (par value of
US$0.000002 per share; 3,048,800 shares authorized, issued and outstanding as of December 31, 2017 and June 30, 2018) |
| | | | | | | | | | 6,283 | | | | | | 6,283 | | | | | | 950 | | | | | | — | | | | | | — | | |
Series C preferred shares (par value of
US$0.000002 per share; 3,074,400 shares authorized, issued and outstanding as of December 31, 2017 and June 30, 2018) |
| | | | | | | | | | 360,000 | | | | | | 240,000 | | | | | | 36,270 | | | | | | — | | | | | | — | | |
Total mezzanine equity | | | | | | | | | | | 388,910 | | | | | | 250,054 | | | | | | 37,790 | | | | | | — | | | | | | — | | |
|
| | | | | | | | |
As of
|
| |
Pro forma shareholders’
equity as of |
| ||||||||||||||||||||||||
| | |
Note
|
| |
December 31,
2017 |
| |
June 30, 2018
|
| |
June 30, 2018
|
| ||||||||||||||||||||||||
| | | | | | | | |
RMB
|
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |||||||||||||||
Shareholders’ equity | | | | | | | | ||||||||||||||||||||||||||||||
Ordinary shares (par value of US$0.000002 per share; 24,982,901,300 shares authorized, 48,392,050 shares issued and outstanding as of December 31, 2017 and June 30, 2018)
|
| | | | | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
Series A preferred shares (par value of
US$0.000002 per share; 9,146,250 shares authorized, issued and outstanding as of December 31, 2017 and June 30, 2018) |
| | | | 17 | | | | | | — | | | | | | 18,856 | | | | | | 2,850 | | | | | | — | | | | | | — | | |
Class A ordinary shares ( par value of US$0.000002 per share; 30,419,350 shares issued and outstanding as of December 31, 2017 and June 30, 2018, pro forma)
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Class B ordinary shares (par value of
US$0.000002 per share; 35,071,400 shares issued and outstanding, as of December 31, 2017 and June 30, 2018, pro forma) |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | | | | 468,352 | | | | | | 485,962 | | | | | | 73,440 | | | | | | 754,873 | | | | | | 114,080 | | |
Retained earnings
|
| | | | | | | | | | 318,824 | | | | | | 746,920 | | | | | | 112,877 | | | | | | 746,920 | | | | | | 112,877 | | |
Total Weidai Ltd.
shareholders’ equity |
| | | | | | | | | | 787,177 | | | | | | 1,251,739 | | | | | | 189,167 | | | | | | 1,501,793 | | | | | | 226,957 | | |
Noncontrolling interests
|
| | | | | | | | | | — | | | | | | 4,770 | | | | | | 721 | | | | | | 4,770 | | | | | | 721 | | |
Total shareholders’ equity
|
| | | | | | | | | | 787,177 | | | | | | 1,256,509 | | | | | | 189,888 | | | | | | 1,506,563 | | | | | | 227,678 | | |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
| | | | | | | | | | 6,267,801 | | | | | | 5,945,536 | | | | | | 898,511 | | | | | ||||||||||
|
| | | | | | | | |
Six months ended June 30,
|
|||||||||||||||
| | |
Note
|
| |
2017
|
| |
2018
|
|||||||||||||||
| | | | | | | | |
RMB
(unaudited) |
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
|||||||||
Net revenues: | | | | | | |||||||||||||||||||
Loan facilitation services (including related party amounts of RMB498 and RMB470 (US$71) for the six months ended June 30, 2017 and 2018, respectively)
|
| | | | | | | | | | 1,269,759 | | | | | | 1,466,519 | | | | | | 221,626 | |
Post facilitation services
|
| | | | | | | | | | 141,707 | | | | | | 165,391 | | | | | | 24,994 | |
Other revenues (including related party amounts of RMB2,377
and nil for the six months ended June 30, 2017 and 2018, respectively) |
| | | | | | | | | | 152,936 | | | | | | 105,048 | | | | | | 15,875 | |
Financing income
|
| | | | | | | | | | 15,425 | | | | | | 234,607 | | | | | | 35,455 | |
Less: Funding costs
|
| | | | | | | | | | (4,628 ) | | | | | | (78,202 ) | | | | | | (11,818 ) | |
Net financing income
|
| | | | | | | | | | 10,797 | | | | | | 156,405 | | | | | | 23,637 | |
Business related taxes and surcharges
|
| | | | | | | | | | (6,614 ) | | | | | | (10,093 ) | | | | | | (1,524 ) | |
Total net revenues
|
| | | | | | | | | | 1,568,585 | | | | | | 1,883,270 | | | | | | 284,608 | |
Provision for loans and advances
|
| | | | | | | | | | (159,677 ) | | | | | | (238,858 ) | | | | | | (36,097 ) | |
Net revenues after provision for loans and advances
|
| | | | | | | | | | 1,408,908 | | | | | | 1,644,412 | | | | | | 248,511 | |
Operating costs and expenses: | | | | | | |||||||||||||||||||
Origination and servicing (including related party amounts of RMB121,814 and RMB78,421 (US$11,851) for the six months ended June 30, 2017 and 2018, respectively)
|
| | | | | | | | | | (820,784 ) | | | | | | (916,160 ) | | | | | | (138,453 ) | |
Sales and marketing (including related party amounts of RMB
3,425 and RMB 6,945 (US$1,050) for the six months ended June 30, 2017 and 2018, respectively) |
| | | | | | | | | | (72,111 ) | | | | | | (104,994 ) | | | | | | (15,867 ) | |
General and administrative (including related party amounts of RMB21,140 and RMB276 (US$42) for the six months ended June 30, 2017 and 2018, respectively)
|
| | | | | | | | | | (133,378 ) | | | | | | (165,148 ) | | | | | | (24,959 ) | |
Research and development
|
| | | | | | | | | | (34,081 ) | | | | | | (67,214 ) | | | | | | (10,158 ) | |
Total operating costs and expenses
|
| | | | | | | | | | (1,060,354 ) | | | | | | (1,253,516 ) | | | | | | (189,437 ) | |
Income from operations
|
| | | | | | | | | | 348,554 | | | | | | 390,896 | | | | | | 59,074 | |
Interest income, net
|
| | | | 11 | | | | | | 18,590 | | | | | | 26,888 | | | | | | 4,063 | |
Government subsidies
|
| | | | | | | | | | 2,849 | | | | | | 905 | | | | | | 137 | |
Other expenses, net
|
| | | | | | | | | | (67 ) | | | | | | (9,324 ) | | | | | | (1,409 ) | |
Net income before income taxes
|
| | | | | | | | | | 369,926 | | | | | | 409,365 | | | | | | 61,865 | |
Income tax expenses
|
| | | | 12 | | | | | | (101,691 ) | | | | | | (102,014 ) | | | | | | (15,417 ) | |
Net income
|
| | | | | | | | | | 268,235 | | | | | | 307,351 | | | | | | 46,448 | |
Net loss attributable to noncontrolling interests
|
| | | | | | | | | | — | | | | | | 745 | | | | | | 113 | |
Net income and comprehensive income attributable to Weidai Ltd.’s shareholders
|
| | | | | | | | | | 268,235 | | | | | | 308,096 | | | | | | 46,561 | |
|
| | | | | | | | |
Six months ended June 30,
|
| |||||||||||||||
| | |
Note
|
| |
2017
|
| |
2018
|
| |||||||||||||||
| | | | | | | | |
RMB
(unaudited) |
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
| |||||||||
| | | | | | ||||||||||||||||||||
Dividends declared to preferred shareholders
|
| | | | | | | | | | (8,604 ) | | | | | | – | | | | | | – | | |
Reversal of accretion on Series C preferred shares
|
| | | | | | | | | | — | | | | | | 120,000 | | | | | | 18,135 | | |
Net income and comprehensive income attributable to Weidai
Ltd.’s ordinary shareholders |
| | | | | | | | | | 259,631 | | | | | | 428,096 | | | | | | 64,696 | | |
Earnings per share: | | | | | | ||||||||||||||||||||
Basic
|
| | | | 13 | | | | | | 4.09 | | | | | | 6.54 | | | | | | 0.99 | | |
Diluted
|
| | | | 13 | | | | | | 4.09 | | | | | | 4.60 | | | | | | 0.70 | | |
Shares used in earnings per share computation: | | | | | | ||||||||||||||||||||
Basic
|
| | | | | | | | | | 48,392,050 | | | | | | 48,392,050 | | | | | | 48,392,050 | | |
Diluted
|
| | | | | | | | | | 51,466,450 | | | | | | 57,742,518 | | | | | | 57,742,518 | | |
Pro forma earnings per share for Class A and Class B ordinary shareholders:
|
| | | | | ||||||||||||||||||||
Basic (unaudited)
|
| | | | | | | | | | | | | | | | 4.70 | | | | | | 0.71 | | |
Diluted (unaudited)
|
| | | | | | | | | | | | | | | | 4.70 | | | | | | 0.71 | | |
Class A and Class B ordinary shares used in pro forma earnings per share computation:
|
| | | | | ||||||||||||||||||||
Basic (unaudited)
|
| | | | | | | | | | | | | | | | 65,490,750 | | | | | | 65,490,750 | | |
Diluted (unaudited)
|
| | | | | | | | | | | | | | | | 65,490,750 | | | | | | 65,490,750 | | |
| | |
Attributable to Weidai Ltd.
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Ordinary Shares
|
| |
Preferred Shares
|
| | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Notes
|
| |
Number
of Shares |
| |
Amount
|
| |
Number
of Shares |
| |
Amount
|
| |
Additional
paid-in capital |
| |
(Accumulated
Deficit)/ Retained Earnings |
| |
Total
Weidai Ltd. shareholders’ equity |
| |
Noncontrolling
shareholders’ interests |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
RMB
|
| | | | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||||||||
Balance as of January 1, 2017
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 468,352 | | | | | | (123,769 ) | | | | | | 344,584 | | | | | | 2,000 | | | | | | 346,584 | | |
Dividend declared
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,228 ) | | | | | | (32,228 ) | | | | | | — | | | | | | (32,228 ) | | |
Acquisition of noncontrolling interests
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,000 ) | | | | | | (2,000 ) | | |
Net income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 268,235 | | | | | | 268,235 | | | | | | — | | | | | | 268,235 | | |
Balance as of June 30, 2017
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 468,352 | | | | | | 112,238 | | | | | | 580,591 | | | | | | — | | | | | | 580,591 | | |
Balance as of January 1, 2018
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 468,352 | | | | | | 318,824 | | | | | | 787,177 | | | | | | — | | | | | | 787,177 | | |
Modification of Series A preferred shares
|
| | | | 17 | | | | | | — | | | | | | — | | | | | | 9,146,250 | | | | | | 18,856 | | | | | | — | | | | | | — | | | | | | 18,856 | | | | | | — | | | | | | 18,856 | | |
Shared-based compensation
|
| | | | 15 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,610 | | | | | | — | | | | | | 17,610 | | | | | | — | | | | | | 17,610 | | |
Establishment of a subsidiary
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,900 | | | | | | 4,900 | | |
Acquisition of a subsidiary
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 615 | | | | | | 615 | | |
Net income (Net loss attributable to noncontrolling interests)
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 308,096 | | | | | | 308,096 | | | | | | (745 ) | | | | | | 307,351 | | |
Reversal of accretion on Series C preferred shares
|
| | | | 17 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
Balance as of June 30, 2018
|
| | | | | | | | | | 48,392,050 | | | | | | 1 | | | | | | 9,146,250 | | | | | | 18,856 | | | | | | 485,962 | | | | | | 746,920 | | | | | | 1,251,739 | | | | | | 4,770 | | | | | | 1,256,509 | | |
Balances as of June 30, 2018
in US$ |
| | | | | | | | | | | | | | | | — | | | | | | | | | | | | 2,850 | | | | | | 73,440 | | | | | | 112,877 | | | | | | 189,167 | | | | | | 721 | | | | | | 189,888 | | |
|
| | |
Six months ended June 30,
|
|||||||||||||||
| | |
2017
|
| |
2018
|
||||||||||||
| | |
RMB
(unaudited) |
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
|||||||||
Cash flows from operating activities: | | | | | ||||||||||||||
Net income
|
| | | | 268,235 | | | | | | 307,351 | | | | | | 46,448 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | ||||||||||||||
Provision for loans and advances
|
| | | | 159,677 | | | | | | 238,858 | | | | | | 36,097 | |
Depreciation and amortization
|
| | | | 5,278 | | | | | | 12,509 | | | | | | 1,890 | |
Share-based compensation expenses
|
| | | | 18,836 | | | | | | 55,595 | | | | | | 8,402 | |
Loss on disposals of cost method investments
|
| | | | — | | | | | | 963 | | | | | | 146 | |
Changes in operating assets and liabilities: | | | | | ||||||||||||||
Prepaid expenses and other assets
|
| | | | (211,698 ) | | | | | | (137,835 ) | | | | | | (20,830 ) | |
Amounts due from related parties
|
| | | | 57,473 | | | | | | (36,524 ) | | | | | | (5,520 ) | |
Deferred tax assets
|
| | | | (31,476 ) | | | | | | (19,608 ) | | | | | | (2,963 ) | |
Current account with online investors and borrowers
|
| | | | 209,987 | | | | | | (109,303 ) | | | | | | (16,518 ) | |
Income tax payable
|
| | | | 11,333 | | | | | | (182,009 ) | | | | | | (27,506 ) | |
Accrued expenses and other liabilities
|
| | | | 72,733 | | | | | | (68,950 ) | | | | | | (10,420 ) | |
Amounts due to related parties
|
| | | | (30,068 ) | | | | | | (31,645 ) | | | | | | (4,782 ) | |
Deferred revenue
|
| | | | 1,423 | | | | | | (5,806 ) | | | | | | (878 ) | |
Net cash provided by operating activities
|
| | | | 531,733 | | | | | | 23,596 | | | | | | 3,566 | |
Cash flows from investing activities: | | | | | ||||||||||||||
Purchase of short-term investments
|
| | | | (5,101,270 ) | | | | | | (2,674,670 ) | | | | | | (404,206 ) | |
Redemption of short-term investments
|
| | | | 5,101,270 | | | | | | 2,679,610 | | | | | | 404,952 | |
Payments to originate loans and advances
|
| | | | (1,744,034 ) | | | | | | (4,152,188 ) | | | | | | (627,494 ) | |
Proceeds from collection of loans and advances
|
| | | | 1,358,277 | | | | | | 4,022,528 | | | | | | 607,899 | |
Addition of long-term investments
|
| | | | (296,000 ) | | | | | | (1,093,040 ) | | | | | | (165,184 ) | |
Redemption of long-term investments
|
| | | | — | | | | | | 1,143,040 | | | | | | 172,740 | |
Disposals of cost method investments
|
| | | | — | | | | | | 295,037 | | | | | | 44,587 | |
Cash and cash equivalents acquired from business combinations
|
| | | | — | | | | | | 8,045 | | | | | | 1,216 | |
Purchase of property, equipment and software
|
| | | | (25,906 ) | | | | | | (12,302 ) | | | | | | (1,859 ) | |
Net cash (used in) provided by investing activities
|
| | | | (707,663 ) | | | | | | 216,060 | | | | | | 32,651 | |
Cash flows from financing activities: | | | | | ||||||||||||||
Proceeds from institutional funding partners and online investors
|
| | | | 273,413 | | | | | | 2,017,605 | | | | | | 304,908 | |
Payments to institutional funding partners and online investors
|
| | | | (92,453 ) | | | | | | (2,381,563 ) | | | | | | (359,910 ) | |
Contribution from noncontrolling interest holder
|
| | | | — | | | | | | 4,900 | | | | | | 741 | |
Distribution to noncontrolling interest holder
|
| | | | (2,000 ) | | | | | | — | | | | | | — | |
Payments of dividends to shareholders
|
| | | | (15,498 ) | | | | | | — | | | | | | — | |
Net cash provided by (used in) financing activities
|
| | | | 163,462 | | | | | | (359,058 ) | | | | | | (54,261 ) | |
|
| | |
Six months ended June 30,
|
|||||||||||||||
| | |
2017
|
| |
2018
|
||||||||||||
| | |
RMB
(unaudited) |
| |
RMB
(unaudited) |
| |
US$
(unaudited) |
|||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
| | | | — | | | | | | — | | | | | | — | |
Net decrease in cash, cash equivalents and restricted cash
|
| | | | (12,468 ) | | | | | | (119,402 ) | | | | | | (18,044 ) | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 1,314,814 | | | | | | 2,862,493 | | | | | | 432,590 | |
Cash, cash equivalents and restricted cash at end of period
|
| | | | 1,302,346 | | | | | | 2,743,091 | | | | | | 414,546 | |
Supplemental disclosure of cash flow information: | | | | | ||||||||||||||
Interest paid
|
| | | | 4,628 | | | | | | 83,068 | | | | | | 12,554 | |
Income taxes paid
|
| | | | 130,622 | | | | | | 437,036 | | | | | | 66,046 | |
Non-cash activities: | | | | | ||||||||||||||
Reversal of accretion on Series C preferred shares
|
| | | | — | | | | | | 120,000 | | | | | | 18,135 | |
Purchase consideration for business combination included in amounts due to related parties
|
| | | | — | | | | | | 4,500 | | | | | | 680 | |
Reconciliation of cash, cash equivalents and restricted cash: | | | | | ||||||||||||||
Cash and cash equivalents
|
| | | | 1,107,492 | | | | | | 1,823,295 | | | | | | 275,543 | |
Restricted cash – current
|
| | | | 192,854 | | | | | | 911,796 | | | | | | 137,794 | |
Restricted cash – non-current
|
| | | | 2,000 | | | | | | 8,000 | | | | | | 1,209 | |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
| | | | 1,302,346 | | | | | | 2,743,091 | | | | | | 414,546 | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Current assets: | | | | | |||||||||||||||
Cash and cash equivalents
|
| | | | 1,765,572 | | | | | | 1,819,585 | | | | | | 274,982 | | |
Restricted cash
|
| | | | 1,092,921 | | | | | | 911,796 | | | | | | 137,794 | | |
Loans and advances, net
|
| | | | 1,938,492 | | | | | | 1,725,015 | | | | | | 260,690 | | |
Short-term investments
|
| | | | 8,500 | | | | | | 3,560 | | | | | | 538 | | |
Prepaid expenses and other assets
|
| | | | 433,597 | | | | | | 642,218 | | | | | | 97,054 | | |
Amounts due from related parties
|
| | | | 9,168 | | | | | | 45,692 | | | | | | 6,905 | | |
Total current assets
|
| | | | 5,248,250 | | | | | | 5,147,866 | | | | | | 777,963 | | |
Non-current assets: | | | | | |||||||||||||||
Restricted cash
|
| | | | 4,000 | | | | | | 8,000 | | | | | | 1,209 | | |
Long-term investments
|
| | | | 359,333 | | | | | | 13,333 | | | | | | 2,015 | | |
Loans and advances, net
|
| | | | 390,171 | | | | | | 494,450 | | | | | | 74,723 | | |
Prepaid expenses and other assets
|
| | | | 8,048 | | | | | | 4,602 | | | | | | 696 | | |
Property, equipment and software, net
|
| | | | 99,433 | | | | | | 103,744 | | | | | | 15,678 | | |
Goodwill
|
| | | | — | | | | | | 3,067 | | | | | | 463 | | |
Deferred tax assets
|
| | | | 158,566 | | | | | | 178,174 | | | | | | 26,926 | | |
Total non-current assets
|
| | | | 1,019,551 | | | | | | 805,370 | | | | | | 121,710 | | |
Total assets
|
| | | | 6,267,801 | | | | | | 5,953,236 | | | | | | 899,673 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Current liabilities: | | | | | |||||||||||||||
Short-term borrowings
|
| | | | 200,000 | | | | | | 200,000 | | | | | | 30,225 | | |
Payable to institutional funding partners and online investors
|
| | | | 1,770,681 | | | | | | 1,341,677 | | | | | | 202,759 | | |
Current account with online investors and borrowers
|
| | | | 1,883,446 | | | | | | 1,774,143 | | | | | | 268,115 | | |
Income tax payable
|
| | | | 243,338 | | | | | | 6,100 | | | | | | 922 | | |
Accrued expenses and other liabilities
|
| | | | 461,295 | | | | | | 645,590 | | | | | | 97,564 | | |
Amounts due to related parties
|
| | | | 62,900 | | | | | | 35,755 | | | | | | 5,403 | | |
Deferred revenue
|
| | | | 12,330 | | | | | | 8,299 | | | | | | 1,254 | | |
Total current liabilities
|
| | | | 4,633,990 | | | | | | 4,011,564 | | | | | | 606,242 | | |
Non-current liabilities: | | | | | |||||||||||||||
Payable to institutional funding partners and online investors
|
| | | | 416,118 | | | | | | 536,774 | | | | | | 81,119 | | |
Deferred revenue
|
| | | | 887 | | | | | | 2,473 | | | | | | 374 | | |
Other non-current liabilities
|
| | | | 40,719 | | | | | | 60,518 | | | | | | 9,145 | | |
Total non-current liabilities
|
| | | | 457,724 | | | | | | 599,765 | | | | | | 90,638 | | |
Total liabilities
|
| | | | 5,091,714 | | | | | | 4,611,329 | | | | | | 696,880 | | |
|
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||||||||
Net revenues
|
| | | | 1,568,585 | | | | | | 1,884,913 | | | | | | 284,855 | | |
Net income
|
| | | | 268,235 | | | | | | 142,693 | | | | | | 21,564 | | |
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||||||||
Net cash provided by operating activities
|
| | | | 531,733 | | | | | | 23,334 | | | | | | 3,526 | | |
Net cash (used in) provided by investing activities
|
| | | | (707,663 ) | | | | | | 212,612 | | | | | | 32,131 | | |
Net cash provided by (used in) financing activities
|
| | | | 163,462 | | | | | | (359,058 ) | | | | | | (54,262 ) | | |
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Late payment penalties and loan collection fees
|
| | | | 110,716 | | | | | | 71,150 | | | | | | 10,752 | | |
Others
|
| | | | 42,220 | | | | | | 33,898 | | | | | | 5,123 | | |
Total
|
| | | | 152,936 | | | | | | 105,048 | | | | | | 15,875 | | |
| | | | | | | | | | | | | | |
Fair value measurement or disclosure at
June 30, 2018 using |
| |||||||||||||||
| | |
Total fair value at
June 30, 2018 |
| |
Quoted Prices
in Active Market for Identical Assets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| ||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |||||||||||||||
Fair value disclosure | | | | | | | |||||||||||||||||||||||||
Loans and advances, net – non-current
|
| | | | 494,450 | | | | | | 74,723 | | | | | | — | | | | | | 494,450 | | | | | | — | | |
Long-term payable to institutional funding partners and online investors
|
| | | | 494,038 | | | | | | 74,661 | | | | | | — | | | | | | 494,038 | | | | | | — | | |
Fair value measurements | | | | | | | |||||||||||||||||||||||||
Recurring Short-term investments
Available-for-sale debt securities |
| | | | 3,560 | | | | | | 538 | | | | | | — | | | | | | 3,560 | | | | | | — | | |
| | |
As of
December 31, 2017 |
| |
As of June 30,
|
| ||||||||||||
|
2018
|
| |||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Current portion: | | | | | |||||||||||||||
Loans receivable (i) | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 1,105,169 | | | | | | 611,488 | | | | | | 92,410 | | |
Other secured loans
|
| | | | 104,292 | | | | | | 173,747 | | | | | | 26,257 | | |
Unsecured loans
|
| | | | 512,616 | | | | | | 613,388 | | | | | | 92,697 | | |
Sub-total
|
| | | | 1,722,077 | | | | | | 1,398,623 | | | | | | 211,364 | | |
Acquired non-performing loans (ii) | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 438,942 | | | | | | 477,672 | | | | | | 72,188 | | |
Other secured loans
|
| | | | 58,961 | | | | | | 173,618 | | | | | | 26,238 | | |
Unsecured loans
|
| | | | 120,955 | | | | | | 83,827 | | | | | | 12,668 | | |
Sub-total
|
| | | | 618,858 | | | | | | 735,117 | | | | | | 111,094 | | |
Advances to borrowers
(iii)
|
| | | | 2,487 | | | | | | 5,649 | | | | | | 854 | | |
Total current loans and advances
|
| | | | 2,343,422 | | | | | | 2,139,389 | | | | | | 323,312 | | |
Allowance for loans and advances
|
| | | | (404,930 ) | | | | | | (414,374 ) | | | | | | (62,622 ) | | |
Loans and advances, net
|
| | | | 1,938,492 | | | | | | 1,725,015 | | | | | | 260,690 | | |
Non-current portion: | | | | | |||||||||||||||
Loans receivable (i) | | | | | |||||||||||||||
Auto-backed loans
|
| | | | 230,634 | | | | | | 253,658 | | | | | | 38,334 | | |
Other secured loans
|
| | | | 160,733 | | | | | | 240,654 | | | | | | 36,368 | | |
Unsecured loans
|
| | | | 164 | | | | | | 1,349 | | | | | | 204 | | |
Total non-current loans and advances
|
| | | | 391,531 | | | | | | 495,661 | | | | | | 74,906 | | |
Allowance for loans and advances
|
| | | | (1,360 ) | | | | | | (1,211 ) | | | | | | (183 ) | | |
Loans and advances, net
|
| | | | 390,171 | | | | | | 494,450 | | | | | | 74,723 | | |
|
As of June 30, 2018
|
| |
Loans receivable
|
| |
Acquired non-performing loans
|
| | | ||||||||||||||||||||||||||||||||||||||||
|
Auto-
backed loans |
| |
Other
secured loans |
| |
Unsecured
loans |
| |
Auto-
backed loans |
| |
Other secured
loans |
| |
Unsecured
loans |
| |
Total
|
| |
Total
|
| ||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||||||||
Beginning balance
|
| | | | (5,149 ) | | | | | | (913 ) | | | | | | (64,515 ) | | | | | | (252,174 ) | | | | | | (3,755 ) | | | | | | (79,784 ) | | | | | | (406,290 ) | | | | | | (61,400 ) | | |
Current period provision
|
| | | | 2,330 | | | | | | (92 ) | | | | | | 22,375 | | | | | | (123,551 ) | | | | | | (9,934 ) | | | | | | (129,986 ) | | | | | | (238,858 ) | | | | | | (36,097 ) | | |
Recoveries of loans previously written off
|
| | | | — | | | | | | — | | | | | | — | | | | | | (12,338 ) | | | | | | — | | | | | | — | | | | | | (12,338 ) | | | | | | (1,866 ) | | |
Write-offs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 93,246 | | | | | | 1,413 | | | | | | 147,242 | | | | | | 241,901 | | | | | | 36,558 | | |
Ending balance
|
| | | | (2,819 ) | | | | | | (1,005 ) | | | | | | (42,140 ) | | | | | | (294,817 ) | | | | | | (12,276 ) | | | | | | (62,528 ) | | | | | | (415,585 ) | | | | | | (62,805 ) | | |
|
As of December 31, 2017
|
| |
Current
|
| |
1 – 30
days past due |
| |
31 – 60
days past due |
| |
61 – 90
days past due |
| |
91 – 120
days past due |
| |
121 – 150
days past due |
| |
151 – 180
days past due |
| |
181 – 360
days past due |
| |
Over 360
days past due |
| |
Total
|
| ||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||||||||
Loans receivable
|
| | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 1,331,760 | | | | | | 3,015 | | | | | | 813 | | | | | | 50 | | | | | | 165 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,335,803 | | |
Other secured loans
|
| | | | 265,025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 265,025 | | |
Unsecured loans
|
| | | | 496,726 | | | | | | 14,050 | | | | | | 1,614 | | | | | | 226 | | | | | | 118 | | | | | | 46 | | | | | | — | | | | | | — | | | | | | — | | | | | | 512,780 | | |
Acquired non-performing loans | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | — | | | | | | 73,463 | | | | | | 46,542 | | | | | | 39,968 | | | | | | 38,558 | | | | | | 26,354 | | | | | | 26,887 | | | | | | 134,994 | | | | | | 52,176 | | | | | | 438,942 | | |
Other secured loans
|
| | | | — | | | | | | 8,599 | | | | | | 21,419 | | | | | | 12,117 | | | | | | 9,205 | | | | | | 257 | | | | | | 177 | | | | | | 7,145 | | | | | | 42 | | | | | | 58,961 | | |
Unsecured loans
|
| | | | — | | | | | | 84,612 | | | | | | 30,507 | | | | | | 3,638 | | | | | | 1,558 | | | | | | 356 | | | | | | 232 | | | | | | 2 | | | | | | 50 | | | | | | 120,955 | | |
Total
|
| | | | 2,093,511 | | | | | | 183,739 | | | | | | 100,895 | | | | | | 55,999 | | | | | | 49,604 | | | | | | 27,013 | | | | | | 27,296 | | | | | | 142,141 | | | | | | 52,268 | | | | | | 2,732,466 | | |
|
As of June 30, 2018
|
| |
Current
|
| |
1 – 30
days past due |
| |
31 – 60
days past due |
| |
61 – 90
days past due |
| |
91 – 120
days past due |
| |
121 – 150
days past due |
| |
151 – 180
days past due |
| |
181 – 360
days past due |
| |
Over 360
days past due |
| |
Total
|
| |
Total
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||||||||||||||||||||||||||
Loans receivable
|
| | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | 862,971 | | | | | | 1,659 | | | | | | 296 | | | | | | 20 | | | | | | — | | | | | | 200 | | | | | | — | | | | | | — | | | | | | — | | | | | | 865,146 | | | | | | 130,744 | | |
Other secured loans
|
| | | | 414,396 | | | | | | — | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 414,401 | | | | | | 62,625 | | |
Unsecured loans
|
| | | | 559,121 | | | | | | 25,958 | | | | | | 9,026 | | | | | | 6,826 | | | | | | 3,888 | | | | | | 4,026 | | | | | | 2,715 | | | | | | 3,177 | | | | | | — | | | | | | 614,737 | | | | | | 92,901 | | |
Acquired non-performing loans
|
| | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auto-backed loans
|
| | | | — | | | | | | 106,405 | | | | | | 44,578 | | | | | | 26,805 | | | | | | 28,949 | | | | | | 40,413 | | | | | | 25,836 | | | | | | 98,813 | | | | | | 105,873 | | | | | | 477,672 | | | | | | 72,188 | | |
Other secured loans
|
| | | | — | | | | | | 53,468 | | | | | | 21,884 | | | | | | 18,084 | | | | | | 12,856 | | | | | | 16,396 | | | | | | 11,612 | | | | | | 34,996 | | | | | | 4,322 | | | | | | 173,618 | | | | | | 26,238 | | |
Unsecured loans
|
| | | | — | | | | | | 17,220 | | | | | | 13,162 | | | | | | 10,606 | | | | | | 10,383 | | | | | | 8,168 | | | | | | 20,075 | | | | | | 4,161 | | | | | | 52 | | | | | | 83,827 | | | | | | 12,668 | | |
Total
|
| | | | 1,836,488 | | | | | | 204,710 | | | | | | 88,951 | | | | | | 62,341 | | | | | | 56,076 | | | | | | 69,203 | | | | | | 60,238 | | | | | | 141,147 | | | | | | 110,247 | | | | | | 2,629,401 | | | | | | 397,364 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Current: | | | | | |||||||||||||||
Amounts due from third-party payment platforms
(i)
|
| | | | 204,231 | | | | | | 305,349 | | | | | | 46,145 | | |
Guarantee deposits
|
| | | | 52,385 | | | | | | 107,995 | | | | | | 16,321 | | |
Prepaid rental and deposits
|
| | | | 72,186 | | | | | | 64,828 | | | | | | 9,797 | | |
Others
|
| | | | 104,795 | | | | | | 149,891 | | | | | | 22,653 | | |
Total
|
| | | | 433,597 | | | | | | 628,063 | | | | | | 94,916 | | |
Non-current: | | | | | |||||||||||||||
Prepaid rental and deposits
|
| | | | 8,048 | | | | | | 4,602 | | | | | | 696 | | |
Total
|
| | | | 8,048 | | | | | | 4,602 | | | | | | 696 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Cost method investments
|
| | | | 309,333 | | | | | | 13,333 | | | | | | 2,015 | | |
Time deposits
|
| | | | 50,000 | | | | | | — | | | | | | — | | |
| | | | | 359,333 | | | | | | 13,333 | | | | | | 2,015 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Computer and electronic equipment
|
| | | | 38,298 | | | | | | 52,483 | | | | | | 7,931 | | |
Leasehold improvement
|
| | | | 38,900 | | | | | | 35,939 | | | | | | 5,431 | | |
Vehicles
|
| | | | 20,985 | | | | | | 22,075 | | | | | | 3,336 | | |
Office furniture and equipment
|
| | | | 6,094 | | | | | | 7,637 | | | | | | 1,154 | | |
Software
|
| | | | 11,053 | | | | | | 11,267 | | | | | | 1,703 | | |
Total
|
| | | | 115,330 | | | | | | 129,401 | | | | | | 19,555 | | |
Less: Accumulated depreciation and amortization
|
| | | | (15,897 ) | | | | | | (25,657 ) | | | | | | (3,877 ) | | |
Property, equipment and software, net
|
| | | | 99,433 | | | | | | 103,744 | | | | | | 15,678 | | |
|
| | |
Fixed annual rate
|
| |
Term
|
| |
As of
|
| |||||||||||||||
| | |
(%)
|
| | | | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | | | | | | | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Current portion: | | | | | | | |||||||||||||||||||
Institutional funding partners
|
| |
3% to 9%
|
| |
1 to 12 months
|
| | | | 523,328 | | | | | | 481,182 | | | | | | 72,718 | | |
Online investors
|
| |
4% to 11%
|
| |
3 days to 12 months
|
| | | | 1,247,353 | | | | | | 860,495 | | | | | | 130,041 | | |
| | | | | | | | | | | 1,770,681 | | | | | | 1,341,677 | | | | | | 202,759 | | |
Non-current portion: | | | | | | | |||||||||||||||||||
Institutional funding partners
|
| |
3% to 9%
|
| |
13 to 36 months
|
| | | | 416,118 | | | | | | 535,425 | | | | | | 80,915 | | |
Online investors
|
| |
6% to 10%
|
| |
13 to 24 months
|
| | | | — | | | | | | 1,349 | | | | | | 204 | | |
| | | | | | | | | | | 416,118 | | | | | | 536,774 | | | | | | 81,119 | | |
|
| | |
Payment due by period
|
| |||||||||||||||||||||
Long-term borrowings and interest payable:
|
| |
Less than
1 year |
| |
1 – 2 years
|
| |
Greater than
2 years |
| |
Total
|
| ||||||||||||
As of December 31, 2017 (RMB)
|
| | | | 259,356 | | | | | | 256,945 | | | | | | 189,971 | | | | | | 706,272 | | |
As of June 30, 2018 (RMB) (unaudited)
|
| | | | 365,013 | | | | | | 363,518 | | | | | | 182,401 | | | | | | 910,932 | | |
As of June 30, 2018 (US$) (unaudited)
|
| | | | 55,163 | | | | | | 54,936 | | | | | | 27,564 | | | | | | 137,663 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Investor deposits
|
| | | | 1,097,259 | | | | | | 1,044,676 | | | | | | 157,875 | | |
Undrawn borrower funds and deposits
|
| | | | 786,187 | | | | | | 729,467 | | | | | | 110,240 | | |
Total
|
| | | | 1,883,446 | | | | | | 1,774,143 | | | | | | 268,115 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Payroll and welfare payable
|
| | | | 254,509 | | | | | | 233,165 | | | | | | 35,237 | | |
Accrued marketing expense
|
| | | | 50,163 | | | | | | 21,308 | | | | | | 3,220 | | |
Other taxes payable
|
| | | | 25,862 | | | | | | 27,574 | | | | | | 4,167 | | |
Others
|
| | | | 130,761 | | | | | | 135,958 | | | | | | 20,546 | | |
Total
|
| | | | 461,295 | | | | | | 418,005 | | | | | | 63,170 | | |
|
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |||||||||
Interest income
|
| | | | 18,882 | | | | | | 32,353 | | | | | | 4,888 | | |
Interest expenses
|
| | | | — | | | | | | (5,278 ) | | | | | | (798 ) | | |
Bank charges
|
| | | | (292 ) | | | | | | (187 ) | | | | | | (27 ) | | |
Total
|
| | | | 18,590 | | | | | | 26,888 | | | | | | 4,063 | | |
|
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
Current income tax expense
|
| | | | 133,167 | | | | | | 121,622 | | | | | | 18,380 | | |
Deferred income tax benefit
|
| | | | (31,476 ) | | | | | | (19,608 ) | | | | | | (2,963 ) | | |
Total income tax expense
|
| | | | 101,691 | | | | | | 102,014 | | | | | | 15,417 | | |
|
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| | | | | | | ||||||
Numerator: | | | | | |||||||||||||||
Net income attributable to ordinary shareholders
|
| | | | 259,631 | | | | | | 428,096 | | | | | | 64,696 | | |
Allocation of net income attributable to preferred shareholders
|
| | | | (61,618 ) | | | | | | (111,769 ) | | | | | | (16,891 ) | | |
Numerator for computing basic earnings per share
|
| | | | 198,013 | | | | | | 316,327 | | | | | | 47,805 | | |
Denominator: | | | | | |||||||||||||||
Weighted average number of ordinary shares
outstanding |
| | | | 48,392,050 | | | | | | 48,392,050 | | | | | | 48,392,050 | | |
Earnings per share – basic
|
| | | | 4.09 | | | | | | 6.54 | | | | | | 0.99 | | |
|
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| | | | | | | ||||||
Numerator: | | | | | |||||||||||||||
Numerator for computing basic earnings per share
|
| | | | 198,013 | | | | | | 316,327 | | | | | | 47,805 | | |
Allocation of net income attributable to Series C preferred
shares for six months ended June 30, 2017 and allocation of net income attributable to Series A, A+, B and C preferred shares for six months ended June 30, 2018 |
| | | | 12,626 | | | | | | (50,677 ) | | | | | | (7,658 ) | | |
Numerator for computing diluted earnings per share
|
| | | | 210,639 | | | | | | 265,650 | | | | | | 40,147 | | |
Denominator: | | | | | |||||||||||||||
Weighted average number of ordinary shares
outstanding |
| | | | 48,392,050 | | | | | | 48,392,050 | | | | | | 48,392,050 | | |
Conversion of Series C preferred shares to ordinary shares for six months ended June 30, 2017 and conversion of Series A, A+, B and C preferred shares to ordinary shares for six months ended June 30, 2018
|
| | | | 3,074,400 | | | | | | 9,350,468 | | | | | | 9,350,468 | | |
Weighted average number of ordinary shares outstanding –
diluted |
| | | | 51,466,450 | | | | | | 57,742,518 | | | | | | 57,742,518 | | |
Earnings per share – diluted
|
| | | | 4.09 | | | | | | 4.60 | | | | | | 0.70 | | |
|
| | |
For the six months ended June 30, 2018
|
| |||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||||||||||||||
Numerator: | | | | | | ||||||||||||||||||||
Net income attributable to Weidai Ltd.
|
| | | | 143,106 | | | | | | 21,627 | | | | | | 164,990 | | | | | | 24,934 | | |
Numerator for pro forma basic and diluted
earnings per share |
| | | | 143,106 | | | | | | 21,627 | | | | | | 164,990 | | | | | | 24,934 | | |
Denominator: | | | | | | ||||||||||||||||||||
Weighted average number of shares outstanding
|
| | | | 13,320,650 | | | | | | 13,320,650 | | | | | | 35,071,400 | | | | | | 35,071,400 | | |
Add: adjustment to reflect assumed effect of
automatic conversion of preferred shares |
| | | | 17,098,700 | | | | | | 17,098,700 | | | | | | — | | | | | | — | | |
Weighted average number of shares used in
calculating pro forma basic and diluted earnings per share |
| | | | 30,419,350 | | | | | | 30,419,350 | | | | | | 35,071,400 | | | | | | 35,071,400 | | |
Pro forma earnings per share – basic and diluted (unaudited)
|
| | | | 4.70 | | | | | | 0.71 | | | | | | 4.70 | | | | | | 0.71 | | |
|
Name of related parties
|
| |
Relationship with the Company
|
|
Mr. Hong Yao | | | Founder, chief executive officer and principal shareholder of the Company | |
Hangzhou Ruituo Information Technology Co., Ltd. | | | Entity controlled by Founder | |
Zhejiang Ruituo Information Technology Co., Ltd. | | | Entity controlled by Founder | |
Shanghai Zaohui Finance Lease Co., Ltd. | | | Entity controlled by Director prior to June 6, 2018 | |
Zhejiang Qunshuo Electronics Co., Ltd | | | Entity significantly influenced by Founder prior to October 10, 2017 | |
Beijing Lezhihui Technology Co., Ltd. | | | Entity significantly influenced by Founder | |
Name of related parties
|
| |
Relationship with the Company
|
|
Hangzhou Qiandaohuyaodage Trading Company | | |
Entity controlled by immediate family members of Founder
|
|
Zhejiang Hongrui Investment Mangement Co., Ltd. | | |
Entity controlled by immediate family members of Founder
|
|
Weiyi (Hangzhou) Internet Financial Information Service Co., Ltd. | | |
Entity controlled by immediate family members of Founder
|
|
Chunan Wencai Information Advisory Services Company | | |
Entity controlled by immediate family members of Founder
|
|
Chunan Yuntong Information Advisory Services Company | | |
Entity controlled by immediate family members of Director
|
|
Chunan Wangcai Information Advisory Services Company | | |
Entity controlled by immediate family members of Director
|
|
Suzhou Weixin Zhonghua Venture Capital Partnership | | | Company’s shareholder | |
Key management and their immediate family members | | | The Company’s key management and their immediate family members | |
| | |
For the six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |||||||||
Financing income from: | | | | | |||||||||||||||
Key management and their immediate family members
|
| | | | 498 | | | | | | 470 | | | | | | 71 | | |
Other revenues: | | | | | |||||||||||||||
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 2,377 | | | | | | — | | | | | | — | | |
Origination and servicing expenses: | | | | | |||||||||||||||
Chunan Wencai Information Advisory Services
Company |
| | | | 50,250 | | | | | | 44,423 | | | | | | 6,713 | | |
Chunan Wangcai Information Advisory Services Company
|
| | | | 32,613 | | | | | | 13,686 | | | | | | 2,068 | | |
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 23,080 | | | | | | 8,621 | | | | | | 1,303 | | |
Chunan Yuntong Information Advisory Services Company
|
| | | | 1,436 | | | | | | 998 | | | | | | 151 | | |
Collecting costs to: | | | | | |||||||||||||||
Zhejiang Hongrui Investment Management Co., Ltd.
|
| | | | 8,969 | | | | | | 6,193 | | | | | | 936 | | |
Zhejiang Ruituo Information Technology Co., Ltd.
|
| | | | — | | | | | | 4,500 | | | | | | 680 | | |
GPS costs to:
Zhejiang Qunshuo Electronics Co., Ltd |
| | |
|
5,466
|
| | | |
|
—
|
| | | |
|
—
|
| |
Total
|
| | | | 121,814 | | | | | | 78,421 | | | | | | 11,851 | | |
General and administrative expenses: | | | | | |||||||||||||||
Welfare expenses to:
Hangzhou Qiandaohuyaodage trading company |
| | | | 1,140 | | | | | | 276 | | | | | | 42 | | |
Consulting expenses to: | | | | | |||||||||||||||
Suzhou Weixin Zhonghua Venture Capital Partnership (LLP)
|
| | | | 20,000 | | | | | | — | | | | | | — | | |
Total
|
| | | | 21,140 | | | | | | 276 | | | | | | 42 | | |
Sales and marketing expenses: | | | | | |||||||||||||||
Promotion expenses to:
Weiyi (Hangzhou) Internet Financial Information Service Co., Ltd. |
| | | | 3,425 | | | | | | 6,945 | | | | | | 1,050 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Directors of VIE
(i)
|
| | | | — | | | | | | 38,500 | | | | | | 5,818 | | |
Hangzhou Ruituo Technology Co., Ltd.
(ii)
|
| | | | 4,497 | | | | | | 5,555 | | | | | | 840 | | |
Shanghai Zaohui Finance Lease Co., Ltd.
|
| | | | 3,993 | | | | | | — | | | | | | — | | |
Mr. Hong Yao
|
| | | | 161 | | | | | | — | | | | | | — | | |
Others
|
| | | | 517 | | | | | | 1,637 | | | | | | 247 | | |
Total
|
| | | | 9,168 | | | | | | 45,692 | | | | | | 6,905 | | |
|
| | |
As of
|
| |||||||||||||||
| | |
December 31,
2017 |
| |
June 30, 2018
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Key management and their immediate family members
(i)
|
| | | | 30,700 | | | | | | 21,497 | | | | | | 3,249 | | |
Mr. Hong Yao
(i)
|
| | | | 4,335 | | | | | | 5,991 | | | | | | 905 | | |
Chunan Wencai Information Advisory Services
Company |
| | | | 5,718 | | | | | | 4,224 | | | | | | 638 | | |
Chunan Wangcai Information Advisory Services
Company |
| | | | 6,233 | | | | | | 1,583 | | | | | | 239 | | |
Beijing Lezhihui Technology Co., Ltd.
|
| | | | 2,920 | | | | | | 1,261 | | | | | | 191 | | |
Hangzhou Ruituo Technology Co., Ltd.
|
| | | | 10,139 | | | | | | 1,083 | | | | | | 164 | | |
Chunan Yuntong Information Advisory Services
Company |
| | | | — | | | | | | 18 | | | | | | 3 | | |
Others
|
| | | | 2,855 | | | | | | 98 | | | | | | 14 | | |
Total
|
| | | | 62,900 | | | | | | 35,755 | | | | | | 5,403 | | |
|
| | |
As of June 30, 2018
|
|
| | |
(Unaudited)
|
|
Fair value per ordinary share
|
| |
142.54
|
|
Risk-free interest rate
|
| |
4.35%
|
|
Dividend yield
|
| |
nil
|
|
Expected volatility
|
| |
61.00%
|
|
Weighted average expected life range (years)
|
| |
2.67 – 3.67
|
|
| | |
Six months ended June 30,
|
| |||||||||||||||
| | |
2017
|
| |
2018
|
| |
2018
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |||||||||
General and administrative
|
| | | | 17,145 | | | | | | 29,637 | | | | | | 4,479 | | |
Origination and servicing
|
| | | | — | | | | | | 20,592 | | | | | | 3,112 | | |
Research and development
|
| | | | 1,691 | | | | | | 5,366 | | | | | | 811 | | |
Total
|
| | | | 18,836 | | | | | | 55,595 | | | | | | 8,402 | | |
|
| | |
RMB
|
| |
US$
|
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Six months ended December 31, 2018
|
| | | | 35,868 | | | | | | 5,421 | | |
2019
|
| | | | 58,209 | | | | | | 8,797 | | |
2020
|
| | | | 28,181 | | | | | | 4,259 | | |
2021
|
| | | | 11,086 | | | | | | 1,675 | | |
2022 and thereafter
|
| | | | 5,576 | | | | | | 843 | | |
Total
|
| | | | 138,920 | | | | | | 20,995 | | |
|
| | |
RMB
|
| |
US$
|
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Six months ended December 31, 2018
|
| | | | 2,509 | | | | | | 379 | | |
2019
|
| | | | 173 | | | | | | 26 | | |
2020 and thereafter .
|
| | | | — | | | | | | — | | |
Total
|
| | | | 2,682 | | | | | | 405 | | |
|
| | |
Series A
|
| |
Series A+
|
| |
Series B
|
| |
Series C
|
| |
T otal
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Balance as of January 1, 2018
|
| | | | 18,856 | | | | | | 3,771 | | | | | | 6,283 | | | | | | 360,000 | | | | | | 388,910 | | |
Reversal of accretion on Series C preferred shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | (120,000 ) | | | | | | (120,000 ) | | |
Balance as of June 30, 2018
|
| | | | 18,856 | | | | | | 3,771 | | | | | | 6,283 | | | | | | 240,000 | | | | | | 268,910 | | |
Balance as of June 30, 2018 (US$)
|
| | | | 2,850 | | | | | | 570 | | | | | | 950 | | | | | | 36,270 | | | | | | 40,640 | | |
|
Recent Sale of Unregistered Securities of Weidai Financial Information
|
| | ||||||||||||||
Securities/Purchaser
|
| |
Date of Issuance
|
| |
Amount of Registered
Capital (1) |
| |
Percentage of
Registered Capital (2) |
| |
Consideration
|
| | ||
Deqing Jinxiu Management Consulting Partnership | | | August 27, 2015 | | | RMB15,870,000 | | |
13.2%
|
| | RMB15,870,000 | | | ||
Hangzhou Hakim Unique Investment Partnership | | |
September 6, 2015
|
| | RMB18,292,500 | | |
14.3%
|
| | RMB18,292,500 | | | ||
Certain minority shareholders | | |
October 15, 2015
|
| | RMB3,658,500 | | |
2.9%
|
| | RMB3,658,500 | | | ||
| | |
October 24, 2016
|
| | RMB6,148,790 | | |
4.8%
|
| | RMB240,000,000 | | | | |
Recent Sale of Unregistered Securities of Weidai Ltd.
|
| ||||||||||||
Securities/Purchaser
|
| |
Date of Issuance
|
| |
Number of Securities*
|
| |
Percentage of
Securities (2) |
| |
Consideration*
|
|
Sertus Nominees (Cayman) Limited (1) | | |
January 26, 2018
|
| | 50 ordinary shares | | |
—
|
| |
US$0.000002 per share
|
|
YAOH WDAI LTD
(1)
|
| |
January 26, 2018
|
| | 50 ordinary shares | | |
—
|
| |
US$0.000002 per share
|
|
YAOH WDAI LTD | | |
January 26, 2018
|
| | 4,914,950 ordinary shares | | |
7.5%
|
| |
US$0.000002 per share
|
|
| | |
April 10, 2018
|
| | 30,156,400 ordinary shares | | |
46.0%
|
| |
US$0.000002 per share
|
|
Certain minority shareholders and
employees |
| |
January 26, 2018
|
| |
85,000 ordinary shares
|
| |
0.1%
|
| |
US$0.000002 per share
|
|
|
April 10, 2018
|
| | 13,320,650 ordinary shares | | |
20.3%
|
| |
US$0.000002 per share
|
| ||
Hakim Unique Technology Limited
|
| |
April 10, 2018
|
| |
9,146,250 series A preferred shares
|
| |
14.0%
|
| |
US$0.000002 per share
|
|
|
April 10, 2018
|
| | 807,050 series B preferred shares | | |
1.2%
|
| |
US$0.000002 per share
|
| ||
A minority shareholder
|
| |
April 10, 2018
|
| |
1,829,250 series A+ preferred shares
|
| |
2.8%
|
| |
US$0.000002 per share
|
|
Certain minority shareholders | | |
April 10, 2018
|
| | 2,241,750 series B preferred shares | | |
3.4%
|
| |
US$0.000002 per share
|
|
Certain minority shareholders | | |
April 10, 2018
|
| | 3,074,400 series C preferred shares | | |
4.7%
|
| |
US$0.000002 per share
|
|
Exhibit
Number |
| |
Description of Document
|
|
99.3† | | | Consent of the Oliver Wyman Group | |
99.4† | | | Consent of Tony Cai | |
99.5† | | | Consent of Poi Lam William Yuen | |
| Weidai Ltd. | | ||||||
| By: | | | /s/ Leo Li | | |||
| | | | Name: | | | Leo Li | |
| | | | Title: | | | Chief Financial Officer | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hong Yao
Hong Yao
|
| | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | | |
November 7, 2018
|
|
|
*
Feng Chen
|
| | Director | | |
November 7, 2018
|
|
|
*
Yuqun Sun
|
| | Director | | |
November 7, 2018
|
|
|
*
Desheng Ding
|
| | Director | | |
November 7, 2018
|
|
|
*
Wei Ye
|
| | Director | | |
November 7, 2018
|
|
|
*
Menma Huang
|
| | Director | | |
November 7, 2018
|
|
|
/s/ Yan Wang
Yan Wang
|
| | Director | | |
November 7, 2018
|
|
|
/s/ Leo Li
Leo Li
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
November 7, 2018
|
|
| *By: | | | /s/ Leo Li | | | |||||
| | | | Name: | | | Leo Li | | | ||
| | | | Attorney-in-fact | |
| Authorized U.S. Representative | | ||||||
| By: | | | /s/ Siu Fung Ming | | |||
| | | | Name: | | | Siu Fung Ming | |
| | | | Title: | | | Assistant Secretary | |
Exhibit 3.1
THE COMPANIES LAW (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION OF
Weidai Ltd.
(adopted by Special Resolution on 21 September 2018)
1. | The name of the Company is Weidai Ltd. |
2. | The registered office of the Company shall be at the office of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, or at such other place in the Cayman Islands as the Directors may from time to time decide. |
3. | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (as amended) or as the same may be revised from time to time, or any other law of the Cayman Islands. |
4. | The liability of each Shareholder is limited to the amount from time to time unpaid on such Shareholder's shares. |
5. | The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
6. | Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the Company. |
7. | The authorised share capital of the Company is US$50,000 divided into 25,000,000,000 shares, par value of US$0.000002 each, of which (i) 24,982,901,300 shares are designated as Ordinary Shares; (ii) 9,146,250 shares are designated as Series A Preferred Shares; (iii) 1,829,250 shares are designated as Series A+ Preferred Shares; (iv) 3,048,800 shares are designated as Series B Preferred Shares; and (v) 3,074,400 shares are designated as Series C Preferred Shares. |
1 |
THE COMPANIES LAW (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
ARTICLES OF ASSOCIATION OF
Weidai Ltd.
(adopted by Special Resolution on 21 September 2018)
INTERPRETATION
1 | In these Articles, Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: |
" Affiliate " |
means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of any individual, his spouse, child, brother, sister, parent, the relatives of such spouse, trustee of any trust in which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid Persons. In the case of an Investor, the term “Affiliate” also includes (v) any shareholder of such Investor, (w) any of such shareholder’s or such Investor’s general partners or limited partners, (x) the fund manager managing or advising such shareholder or such Investor (and general partners, limited partners and officers thereof) and other funds managed or advised by such fund manager, and (y) trusts controlled by or for the benefit of any such Person referred to in (v), (w) or (x), and (z) any fund or holding company formed for investment purposes that is promoted, sponsored, managed, advised or serviced by the such Investor. |
" Articles " | means these Amended and Restated Articles of Association of the Company (including the Schedule A hereto), as amended and restated from time to time. |
" Auditor " | means the person for the time being performing the duties of auditor of the Company (if any). |
1 |
2 |
3 |
" Ordinary Shares " | means the Company’s ordinary shares of par value US$0.000002 each, with the rights and privileges as set forth in the Memorandum and Articles. |
" Person " | shall be construed as broadly as possible and shall include an individual, a partnership (including a limited liability partnership), a company, an association, a joint stock company, a limited liability company, a trust, a joint venture, a legal person, an unincorporated organization and a governmental authority. |
" Preferred Majority " | means the Series A+ Preferred Majority, the Series B Preferred Majority and the Series C Preferred Majority. |
" PRC " | means the People’s Republic of China, solely for purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region and the islands of Taiwan. |
" Preferred Shares " | means the Series A+ Preferred Shares, the Series B Preferred Shares and/or the Series C Preferred Shares, as applicable. |
" Preferred Shareholder(s) " | means holder(s) of the Preferred Shares. |
" QIPO " | has the meaning set forth in the Shareholders' Agreement. |
" RMB " | means the lawful currency of PRC. |
" Seal " | means the common seal of the Company and includes every duplicate seal. |
" Series A Issue Price " | means U.S. dollar equivalent to RMB109.33, the deemed per-share purchase price for the Series A Preferred Shares (as appropriately adjusted for any share split, share division, share combination, share dividend or similar events). |
" Series A Preferred Majority " | means the holder(s) of more than fifty (50%) of the issued and outstanding Series A Preferred Shares. |
" Series A Preferred Shares " | means the Company’s series A preferred shares of par value US$0.000002 each, with the rights and privileges as set forth in the Memorandum and Articles. |
" Series A Preferred Shareholders " | means any holder of the issued and outstanding Series A Preferred Shares. |
" Series A+ Issue Price " | means U.S. dollar equivalent to RMB820.01, the deemed per-share purchase price for the Series A+ Preferred Shares (as appropriately adjusted for any share split, share division, share combination, share dividend or similar events), calculated based on the middle exchange rate published by the Bank of China on the date of payment of any Junior Preference Amount to the Series A+ Preferred Shareholders, or on the date of adjusting conversion price of any Series A+ Preferred Share pursuant to Section 4.3(b) of Schedule A , as applicable. |
4 |
5 |
" Series C Issue Price " | means U.S. dollar equivalent to RMB3,903.20, the deemed per-share purchase price for the Series C Preferred Shares (as appropriately adjusted for any share split, share division, share combination, share dividend or similar events), calculated based on the middle exchange rate published by the Bank of China on the date of payment of any Series C Preference Amount to the Series C Preferred Shareholders, or on the date of adjusting conversion price of any Series C Preferred Share pursuant to Section 4.3(b) of Schedule A , as applicable. |
" Series C Preferred Majority " | means the holder(s) of more than fifty (50%) of the issued and outstanding Series C Preferred Shares. |
" Series C Preferred Shareholders " | means any holder of the issued and outstanding Series C Preferred Shares. |
" Series C Preferred Shares " | means the Company’s series C preferred shares of par value US$0.000002 each, with the rights and privileges as set forth in the Memorandum and Articles. |
" Shareholder " | means any individual or entity holding Shares in the Company. |
" Shareholders' Agreement " | means that certain Shareholders' Agreement dated April 10, 2018 by and among the Company, the Founder Parties and the Investors. |
" Shares " | means a share or shares in the Company and includes a fraction of a share. |
" Special Resolution " | has the same meaning as in the Statute, and includes a unanimous written resolution. |
" Statute " | means the Companies Law (as amended) of the Cayman Islands, and every statutory modification or re-enactment thereof for the time being in force. |
" Subsidiary " |
means, as of the relevant date of determination, with respect to any Person (the “subject entity”), (i) any Person (x) more than fifty percent (50%) of whose shares or other interests entitled to vote in the election of directors or (y) more than a fifty percent (50%) interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with US GAAP or PRC GAAP, consistently applied, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary. |
6 |
In addition, the following terms shall have the meanings defined for such terms in the Sections or Exhibits set forth below:
7 |
In the Articles:
1.1 | words importing the singular number include the plural number and vice versa; |
1.2 | words importing the masculine gender include the feminine gender; |
1.3 | words importing persons include corporations; |
1.4 | "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an electronic record; |
1.5 | references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time; |
1.6 | any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
1.7 | headings are inserted for reference only and shall be ignored in construing these Articles; |
1.8 | any reference in this Agreement to any party or any other Person shall be construed so as to include its successors in title, permitted assigns and permitted transferees; and |
1.9 | in these Articles Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply. |
PRIORITY OF THE PROVISIONS SET OUT IN THE SCHEDULE
2 | All provisions set out in the main body of these articles shall be read in conjunction with and shall be subject to the terms set out in the Schedule A hereto, which provide further details on the rights of the Preferred Shareholders. In the event of any difference between the provisions set out in the main body of these Articles and the provisions set out in the Schedule A hereto, the provisions set out in the Schedule A hereto shall prevail. |
COMMENCEMENT OF BUSINESS
3 | The business of the Company may be commenced as soon after incorporation as the Directors shall see fit. |
4 | The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. |
ISSUE OF SHARES
5 | Subject to the other provisions in the Memorandum and Articles (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant Options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. |
8 |
6 | The Company shall not issue Shares to bearer. |
REGISTER OF SHAREHOLDERS
7 | The Company shall maintain or cause to be maintained the register of members in accordance with the Statute. |
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
8 | For the purpose of determining Shareholders entitled to notice of, or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other purpose, the Directors may provide that the register of members shall be closed for transfers for a stated period which shall not in any case exceed forty (40) days. If the register of members shall be closed for the purpose of determining Shareholders entitled to notice of, or to vote at, a meeting of Shareholders the register of members shall be closed for at least ten (10) days immediately preceding the meeting. |
9 | In lieu of, or apart from, closing the register of members, the Directors may fix in advance or arrears a date as the record date for any such determination of Shareholders entitled to notice of, or to vote at any meeting of the Shareholders or any adjournment thereof, or for the purpose of determining the Shareholders entitled to receive payment of any dividend or in order to make a determination of Shareholders for any other purpose. |
10 | If the register of members is not so closed and no record date is fixed for the determination of Shareholders entitled to notice of, or to vote at, a meeting of Shareholders or Shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof. |
CERTIFICATES FOR SHARES
11 | A Shareholder shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. |
9 |
12 | The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. |
13 | If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. |
REDEMPTION AND REPURCHASE OF SHARES
14 | Subject to the Statute and the other provisions in the Memorandum and Articles, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of such Shares shall be effected in such manner as the Company may determine before the issue of the Shares or as set forth in the Articles. |
15 | Subject to the Statute and other provisions in the Memorandum and Articles, the Company may purchase its own Shares (including any redeemable Shares). |
16 | The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital. |
VARIATION OF RIGHTS OF SHARES
17 | If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may only be varied with the consent in writing of members holding not less than two-thirds (2/3) of the votes entitled to be cast by holders (in person or by proxy) of Shares on a poll at a general meeting of such class affected by the proposed variation of rights. The provisions of these Articles relating to general meetings shall apply to every class meeting of the holders of one class of Shares except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll. |
18 | The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. |
COMMISSION ON SALE OF SHARES
19 | The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful. |
10 |
NON RECOGNITION OF TRUSTS
20 | The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder. |
LIEN ON SHARES
21 | The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Shareholder (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Shareholder or his estate, either alone or jointly with any other person, whether a Shareholder or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share. |
22 | The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen (14) clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. |
23 | To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under these Articles. |
24 | The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any residue shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. |
CALL ON SHARES
25 | Subject to the terms of the allotment the Directors may from time to time make calls upon the Shareholders in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Shareholder shall (subject to receiving at least fourteen (14) days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
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26 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. |
27 | The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. |
28 | If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part. |
29 | An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call. |
30 | The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid. |
31 | The Directors may, if they think fit, receive an amount from any Shareholder willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Shareholder paying such amount in advance. |
32 | No such amount paid in advance of calls shall entitle the Shareholder paying such amount to any portion of a dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable. |
FORFEITURE OF SHARES
33 | If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid together with any interest, which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. |
34 | If the notice is not complied with any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture. |
35 | A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. |
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36 | A person any of whose Shares have been forfeited shall cease to be a Shareholder in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as may be agreed upon between such person and the Company, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. |
37 | A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. |
38 | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. |
TRANSFER AND TRANSMISSION OF SHARES
39 | The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the register of members. The Directors may decline to register any transfer of Shares if such transfer of Shares does not comply with the terms of any agreement between the Company and such transferring Shareholder. |
40 | If a Shareholder dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Shareholder is not thereby released from any liability in respect of any Share, which had been jointly held by him. |
41 | Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Shareholder (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some person nominated by him as the transferee. If he elects to become the holder, he shall give notice to the Company to that effect, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by that Shareholder before his death or bankruptcy, as the case may be. |
42 | If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. |
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43 | A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by ownership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share. If the notice is not complied with within ninety (90) days of being received or deemed to be received as determined pursuant to the Articles, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
REGISTERED OFFICE
44 | Subject to the Statute, the Company may by resolution of the Directors change the location of its registered office. |
GENERAL MEETINGS
45 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
46 | The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented. |
47 | The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting. |
48 | The Directors may call general meetings, and they shall on a Shareholders requisition forthwith proceed to convene an extraordinary general meeting of the Company. |
49 | The Directors shall on the requisition of members of the Company who hold, at the date of the deposit of the requisition, at least ten percent (10%) of the outstanding Shares, proceed to convene a general meeting of the Company. |
50 | The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office, and may consist of several documents in like form each signed by one or more requisitionists. |
51 | If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one (21) days. |
52 | A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. |
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NOTICE OF GENERAL MEETINGS
53 | Written notice shall be given not less than ten (10) days nor more than sixty (60) days before the date of any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
53.1 | in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and |
53.2 | in the case of an extraordinary general meeting, by a majority in number of the Shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than seventy-five percent (75%) of the outstanding Shares giving that right. |
54 | The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting. |
PROCEEDINGS AT GENERAL MEETINGS
55 | No business shall be transacted at any general meeting unless a quorum is present. A general meeting shall be deemed duly constituted if, at the commencement of and throughout the meeting, there are present in person or by proxy the holders of more than fifty percent (50%) of the outstanding Shares entitled to vote. |
56 | A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. |
57 | A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. |
58 | If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholders present shall be a quorum, provided that matters discussed in such adjourned meeting shall be limited to those stated in the written notices and agendas of such meeting. |
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59 | The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their members to be chairman of the meeting. |
60 | If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Shareholders present shall choose one of their members to be chairman of the meeting. |
61 | The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice. |
62 | A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Shareholder or Shareholders collectively present in person or by proxy and holding at least ten percent (10%) of the outstanding Shares giving a right to attend and vote at the meeting demand a poll. |
63 | Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64 | The demand for a poll may be withdrawn. |
65 | Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. |
66 | A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. |
67 | In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote. |
VOTES OF SHAREHOLDERS
68 | Subject to any rights or restrictions attached to any Shares, on a show of hands every Shareholder who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or proxy, shall have one vote and on a poll every Shareholder shall have one vote for every Share of which he is the holder. |
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69 | In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members. |
70 | A Shareholder of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Shareholder's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. |
71 | No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Shareholder on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid. |
72 | No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. |
73 | On a poll or on a show of hands votes may be cast either personally or by proxy. A Shareholder may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Shareholder appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands. |
74 | A Shareholder holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
PROXIES
75 | The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Shareholder of the Company. |
76 | The instrument appointing a proxy shall be deposited at the registered office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company: |
76.1 | not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or |
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76.2 | in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or |
76.3 | where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Director; |
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the registered office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
77 | The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. |
78 | Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. |
CORPORATE SHAREHOLDERS
79 | Any corporation or other non-natural person which is a Shareholder may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Shareholder. |
SHARES THAT MAY NOT BE VOTED
80 | Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time. |
DIRECTORS
81 | Except as otherwise provided herein, the number of Directors of the Company shall be determined from time to time by the Board of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscriber(s) to the Memorandum. Each Director shall hold office until such Director's successor is elected and qualified or until such Director's earlier resignation or removal. Any Director may resign at any time upon written notice to the Company. |
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POWERS OF DIRECTORS
82 | Subject to the Statute and the other provisions in the Memorandum and Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. |
83 | All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. |
84 | The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. |
85 | Subejct to the other provisions in the Memorandum and Articles, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. |
APPOINTMENT AND REMOVAL OF DIRECTORS
86 | Except as otherwise provided in the Articles, Directors shall be appointed by the Shareholders at a general or extraordinary meeting or by written consent. Appointments or elections of Directors need not be by written ballot. |
87 | Except as otherwise provided herein, vacancies in the Board of Directors may be filled by a majority vote of the Board of Directors or by an appointment either at a general or extraordinary meeting of the Shareholders called for that purpose or by written consent of the Shareholders. Any Directors appointed by the Shareholders to fill a vacancy shall hold office for the balance of the term for which he or she was appointed. A Director appointed by the Board of Directors to fill a vacancy shall serve until the next meeting of Shareholders at which Directors are appointed. |
VACATION OF OFFICE OF DIRECTOR
88 | The office of a Director shall be vacated if: |
88.1 | he gives notice in writing to the Company that he resigns the office of Director; or |
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88.2 | if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or |
88.3 | if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or |
88.4 | if he is found to be or becomes of unsound mind. |
PROCEEDINGS OF DIRECTORS
89 | Subject to the other provisions in the Memorandum and Articles, the Directors may regulate their proceedings as they think fit. Subject to the other provisions in the Memorandum and Articles, questions arising at any meeting of the Board of Directors shall be decided by at least a majority of the votes of the Directors and alternate Directors present at a meeting at which there is a quorum. In the case of an equality of votes, the chairman does not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote. |
90 | A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting. |
91 | A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. |
92 | A Director or alternate Director may, or other officer of the Company on the requisition of a Director or alternate Director shall, call a meeting of the Directors by at least five days' notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. |
93 | The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose. |
94 | The Directors may elect a chairman of the Board of Directors and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their members to be chairman of the meeting. |
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95 | All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be. |
96 | Any non-employee Director who expects to be unable to attend a Board of Director meeting because of absence, illness or otherwise, may appoint any Person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend the Board of Director meeting and to vote thereat and to do, in the place and stead of his appointor, any other act or thing that his appointor is permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. A Director but not an alternate Director may be represented at any meetings of the Board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director. |
PRESUMPTION OF ASSENT
97 | A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. |
DIRECTORS' INTERESTS
98 | A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. |
99 | A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. |
100 | A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. |
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101 | No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. |
102 | A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. |
MINUTES
103 | The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting. |
DELEGATION OF DIRECTORS' POWERS
104 | The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing Director and the appointment of a managing Director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
105 | The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
106 | The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time. |
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107 | The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him. |
108 | The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Shareholders. |
ALTERNATE DIRECTORS
109 | Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him. |
110 | An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a Shareholder, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence. |
111 | An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. |
112 | Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. |
113 | An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. |
NO MINIMUM SHAREHOLDING
114 | The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares. |
REMUNERATION OF DIRECTORS
115 | The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. |
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116 | The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. |
SEAL
117 | The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose. |
118 | The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. |
119 | A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
DIVIDENDS, DISTRIBUTIONS AND RESERVE
120 | Subject to the Statute and the other provisions in the Memorandum and Articles, the Directors may declare dividends and distributions on Shares in issue and authorise payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute. |
121 | The Directors may deduct from any dividend or distribution payable to any Shareholder all sums of money (if any) then payable by him to the Company on account of calls or otherwise. |
122 | The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed in order to adjust the rights of all Shareholders and may vest any such specific assets in trustees as may seem expedient to the Directors. |
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123 | Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the register of members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders. |
124 | No dividend or distribution shall bear interest against the Company. |
125 | Any dividend which cannot be paid to a Shareholder and/or which remains unclaimed after six months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain as a debt due to the Shareholder. Any dividend which remains unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the Company. |
CAPITALISATION
126 | The Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Shareholders in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Shareholders concerned). The Directors may authorise any person to enter on behalf of all of the Shareholders interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned. |
BOOKS OF ACCOUNT
127 | The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. |
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128 | In addition to the Company's contractual rights, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting. |
129 | The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. |
AUDIT
130 | The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors, and may fix his or their remuneration. |
131 | Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor. |
132 | Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Shareholders. |
NOTICES
133 | Notices shall be in writing and may be given by the Company to any Shareholder either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the register of members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Shareholder). Any notice, if posted from one country to another, is to be sent via FedEx or a similar internationally recognized carrier. |
134 | Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth (5th) day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient. |
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135 | A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Shareholder in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
136 | Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Shareholder in the register of members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Shareholder of record where the Shareholder of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings. |
INDEMNITY
137 | Every Director, agent or officer of the Company shall be indemnified to the fullest extent permissible under the law against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or wilful default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or wilful default of such Director, agent or officer. References in this Article to actual fraud or wilful default mean a finding to such effect by a competent court in relation to the conduct of the relevant party. |
FINANCIAL YEAR
138 | Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year. |
TRANSFER BY WAY OF CONTINUATION
139 | If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and the Memorandum and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
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SCHEDULE A
Rights, Preferences and Privileges of the Preferred Shares
The rights, preferences and privileges granted to and imposed on the Preferred Shares are as set forth in this Schedule A . This Schedule A is an attachment to the main body of the Memorandum and Articles and form a part of the Memorandum and Articles. All provisions set out in the main body of the Memorandum and Articles shall be read in conjunction with and shall be subject to the terms set out in this Schedule A . In the event of any difference between the provisions set out in the main body of the Memorandum and Articles and the provisions set out in this Schedule A , the provisions set out in this Schedule A shall prevail.
All references in this Schedule A to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Schedule A unless explicitly stated otherwise.
1. | [RESERVED] |
2. | LIQUIDATION |
2.1 | Liquidation Event |
In a Liquidation Event, all assets and funds of the Company legally available for distribution to the Shareholders shall, by reason of the Shareholders' ownership of the Shares, be distributed as follows:
(a) | FIRST, prior and in preference to any distribution of any of the assets of the Company to the Ordinary Shareholders, the Series A Preferred Shareholders, the Series A+ Preferred Shareholders, the Series B Preferred Shareholders, each Series C Preferred Shareholder shall be entitled to receive for each outstanding Series C Preferred Share held, an amount (the " Series C Preference Amount ") equal to the greater of: (i) 100% of the Series C Issue Price, together with an annual simple return at a rate of fifteen percent (15%) accrued since the applicable Series C Issue Date until the occurrence of the Liquidation Event, plus all declared but unpaid dividends on each Series C Preferred Share, (ii) 150% of the Series C Issue Price, or (iii) a quotient obtained by dividing the net assets of the Group Companies (as indicated in the audited financial statements of the Group Companies prior to such Liquidation Event) by the total outstanding Share of the Company calculated on a converted basis; provided that, if the Company's assets and funds are insufficient for the full payment of the Series C Preference Amount to all the Series C Preferred Shareholders, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series C Preferred Shareholders in proportion to the aggregate Series C Preference Amount each such Series C Preferred Shareholder is otherwise entitled to receive pursuant to this Section 2.1(a) ; |
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(b) | SECOND, after distribution or payment in full of the Series C Preference Amount pursuant to Section 2.1(a) , and prior and in preference to any distribution of any of the assets of the Company to the Ordinary Shareholders or the Series A Preferred Shareholders, each Series A+ Preferred Shareholder and each Series B Preferred Shareholder shall be entitled to receive, on a pari passu basis, for each outstanding Series A+ Preferred Share or Series B Preferred Share held, an amount (the “ Junior Preference Amount ”) equal to (i) with respect to each Series A+ Preferred Share, 100% of the Series A+ Issue Price, plus all accrued but unpaid dividends on each Series A+ Preferred Share, or (ii) with respect to each Series B Preferred Share, 100% of the Series B Issue Price, plus all accrued but unpaid dividends on each Series B Preferred Share; provided that, if the Company's remaining assets and funds are insufficient for the full payment of the Junior Preference Amount to all the Series A+ Preferred Shareholders and the Series B Preferred Shareholders, then the remaining assets and funds of the Company legally available for distribution shall be distributed ratably among the Series A+ Preferred Shareholders and the Series B Preferred Shareholders in proportion to the aggregate Junior Preference Amount each such Series A+ Preferred Shareholder or such Series B Preferred Shareholder is otherwise entitled to receive pursuant to this Section 2.1(b) ; |
(c) | THIRD, after distribution or payment in full of the Series C Preference Amount pursuant to Section 2.1(a) and the Junior Preference Amount pursuant to Section 2.1(b) , the remaining assets and funds of the Company legally available for distribution to the Shareholders shall be distributed ratably among all Shareholders (on an as-converted basis) in proportion to the number of Shares held by them. |
3. | [RESERVED] |
4. | CONVERSION |
Each holder of the Preferred Shares shall have the following rights described below with respect to the conversion of its Preferred Shares into Ordinary Shares. Each Preferred Share may, at the option of the holder thereof, be converted at any time after the date of issuance of such Preferred Share into fully paid and non-assessable Ordinary Shares based on the then-effective Conversion Price (as defined below). For purpose of this Section 4 , the term “Preferred Shares” shall include the Series A Preferred Shares.
4.1 | Conversion Price; Conversion Ratio |
The number of Ordinary Shares that each Series C Preferred Share is convertible into shall be the quotient of the Series C Issue Price divided by the then-effective conversion price of the Series C Preferred Shares (" Series C Conversion Price "). The Series C Conversion Price shall initially be the Series C Issue Price, resulting in an initial conversion ratio for Series C Preferred Shares to Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 4.3 .
The number of Ordinary Shares that each Series B Preferred Share is convertible into shall be the quotient of the Series B Issue Price divided by the then-effective conversion price of the Series B Preferred Shares (" Series B Conversion Price "). The Series B Conversion Price shall initially be the Series B Issue Price, resulting in an initial conversion ratio for Series B Preferred Shares to Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 4.3(a) .
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The number of Ordinary Shares that each Series A+ Preferred Share is convertible into shall be the quotient of the Series A+ Issue Price divided by the then-effective conversion price of the Series A+ Preferred Shares (" Series A+ Conversion Price "). The Series A+ Conversion Price shall initially be the Series A+ Issue Price, resulting in an initial conversion ratio for Series A+ Preferred Shares to Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 4.3(a) .
The number of Ordinary Shares that each Series A Preferred Share is convertible into shall be the quotient of the Series A Issue Price divided by the then-effective conversion price of the Series A Preferred Shares (" Series A Conversion Price ", together with the Series C Conversion Price, the Series B Conversion Price, the Series A+ Conversion Price, the “ Conversion Price ”). The Series A Conversion Price shall initially be the Series A Issue Price, resulting in an initial conversion ratio for Series A Preferred Shares to Ordinary Shares of 1:1, and shall be adjusted from time to time as provided in Section 4.3(a) .
4.2 | Automatic Conversion |
Each Preferred Share shall automatically be converted into Ordinary Share based on the then-effective Conversion Price applicable to such Preferred Share:
(i) | (A) upon the approval of the Series C Preferred Majority with respect to the conversion of the Series C Preferred Shares, (B) upon the approval of the Series B Preferred Majority with respect to the conversion of the Series B Preferred Shares, (C) upon the approval of the Series A+ Preferred Majority with respect to the conversion of the Series A+ Preferred Shares, or (D) upon the approval of the Series A Preferred Majority with respect to the conversion of the Series A Preferred Shares. |
(ii) | upon the closing of an initial public offering, with respect to the conversion of all Preferred Shares. |
4.3 | Conversion Price Adjustments |
The Conversion Price shall be subject to adjustment from time to time as follows:
(a) | Proportional Adjustment |
If at any time the number of outstanding Ordinary Shares proportionately changes as a result of share split, share division, share combination, share dividend, reorganization, mergers, consolidations, reclassifications, exchanges, substitutions, recapitalization or similar events, then the Conversion Price shall be proportionately adjusted.
(b) | Dilutive Issuance |
(i) | Anti-dilution Adjustment . If at any time, the Company shall issue or sell New Shares for a per-share consideration less than the then-effective Series C Conversion Price of any Series C Preferred Share, then the Conversion Price in respect of such Series C Preferred Share shall be reduced, as of the date of such issue or sale, to a per share issue price of such New Shares. |
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(ii) | Deemed Issuances of Ordinary Shares . In the case of the issuance of an Option, the following provisions shall apply for all purposes of this Section 4.3(b) : |
(1) | The aggregate maximum number of Ordinary Shares deliverable upon exercise of Option shall be deemed to have been issued at the time such Option were issued, and for a consideration equal to the consideration, if any, received by the Company upon the issuance of such Option, plus the minimum exercise price provided in such Option for the Ordinary Shares covered thereby. |
(2) | In the event of any change in the number of Ordinary Shares deliverable, or in the consideration payable to the Company upon exercise of such Option, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Conversion Price, to the extent in any way affected by or computed using such Option, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Ordinary Shares or any payment of such consideration upon the exercise of any such Option. |
(3) | Upon the expiration or termination of any such Option, the Conversion Price of the Preferred Shares shall, to the extent in any way affected by or computed using such Option, be recomputed to reflect the issuance of only the number of Ordinary Shares actually issued upon the exercise of such Option. |
(iii) | Determination of Consideration . In the case of the issuance of Ordinary Shares for cash, the consideration shall be deemed to be the amount of cash received by the Company. In the case of the issuance of the Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof, as determined by the Board of Directors irrespective of any accounting treatment. |
4.4 | Procedure of Conversion |
(a) | Mechanics of Conversion . |
(i) | The Company may effect the conversion of Preferred Shares in any manner available under applicable law, including redeeming or repurchasing the relevant Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. Upon the conversion of the Preferred Shares, the Company shall issue such number of the Ordinary Shares converted from such Preferred Shares to the Preferred Shareholders holding such Preferred Shares, and cancel the Preferred Shares so converted. The Company shall promptly update its register of members to reflect the issuance of such Ordinary Shares and the cancellation of such Preferred Shares. |
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(ii) | The conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the shares of the Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date. All Ordinary Shares issuable upon conversion of the Preferred Shares will upon issuance be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any pre-emptive rights. Upon any such conversion of any Preferred Shares, such Preferred Shares shall no longer be deemed to be outstanding and all rights of the Preferred Shareholders holding such Preferred Shares with respect to such Preferred Shares so converted shall immediately terminate upon the issuance of the Ordinary Shares, except the right to receive the Ordinary Shares or other securities, cash or other assets as herein provided. |
(b) | Fractional Share . |
No fractional Ordinary Shares shall be issued upon conversion of any Preferred Shares. In lieu of any fractional shares to which relevant Preferred Shareholder would otherwise be entitled, the Company shall at the discretion of the Board of Directors either (A) pay cash equal to such fraction multiplied by the fair market value for the applicable Preferred Share as determined and approved by the Board of Directors, or (B) issue one whole Ordinary Share for each fractional share to which such Preferred Shareholder would otherwise be entitled.
(c) | Adjustment Certificate . |
Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 4 , the Company shall, at its expense, promptly compute such adjustment or readjustment in accordance with the terms hereof and notify each holder of the applicable Preferred Shares of such adjustment and the facts upon which such adjustment is based. The Company shall, upon the written request at any time of any holder of the Preferred Shares, furnish or cause to be furnished to such holder an adjustment certificate setting forth (A) such adjustment
(B) the Conversion Price for the Preferred Shares, as applicable, at the time in effect, and (C) the number of Ordinary Shares that each Preferred Share could then be converted into.
4.5 | No Impairment |
The Shareholders shall procure that the Company shall not impair the conversion rights of the Preferred Shares, and shall at all times in good faith assist in the carrying out of all the provisions of this Section 4.5 and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the holder of Preferred Shares (including without limitation, reservation of sufficient authorized by unissued Ordinary Shares for issuance upon the conversion of the Preferred Shares).
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5. | VOTING RIGHTS |
5.1 | General . |
The Ordinary Shareholders shall have the right to one (1) vote for each outstanding Ordinary Share held. The Series A Preferred Shareholders shall have the right to one (1) vote for each Ordinary Share into which each outstanding Series A Preferred Share held could then be converted. The Preferred Shareholders shall have the right to one (1) vote for each Ordinary Share into which each outstanding Preferred Share held could then be converted. Subject to provisions to the contrary elsewhere in the Memorandum and Articles, or as required by applicable laws, the Series A Preferred Shareholders and the Preferred Shareholders shall vote together with the Ordinary Shareholders, and not as a separate class or series, on all matters put before the Shareholders.
5.2 | Board Matters . |
The Board of Directors shall consist of seven (7) Directors. Subject to the applicable U.S. securities laws and regulations, the Board of Directors shall be constituted as follows:
(a) | Handing shall be entitled to appoint and remove two (2) directors of the Board (the “ Investor Directors ” and each an “ Investor Director ”); and |
(b) | The Founder Parties shall be entitled to appoint and remove five (5) directors of the Board. |
Any Shareholder or group of Shareholders entitled to designate any individual to be elected as a Director of the Board of Directors pursuant to this Section 5.2 shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position. If a vacancy is created on the Board of Directors at any time by the death, disability, retirement, resignation or removal of any Director designated pursuant to this Section 5.2 , the replacement to fill such vacancy shall be designated in the same manner as the Director who is being replaced in accordance with this Section 5.2. For the avoidance of doubt, each director so appointed pursuant to Section 5.2 shall possess the necessary qualifications as required under the applicable U.S. securities laws and regulations.
A quorum for a meeting of the Board of Directors shall consist of a majority of all Directors. If a quorum is not present within half an hour from the time appointed for the Board meeting or if during such a meeting a quorum ceases to be present, then such meeting shall be adjourned for no more than fifteen (15) Business Days at the same place or such other time and place the Directors then present may determine, provided that, in each case, a notice of the adjourned meeting of the Board of Directors shall be sent to each Director at least three (3) Business Days before the adjourned meeting of the Board of Directors. The number of the Directors attending such adjourned meeting of the Board of Directors shall constitute a quorum at such adjourned meeting of the Board of Directors, provided that matters discussed in such adjourned meeting shall be limited to those stated in the written notices and agendas of such meeting. Each Director shall be entitled to appoint alternates to serve at any meeting of the Board of Directors (or the meeting of a committee formed by the Board of Directors), and such alternates shall be permitted to attend all meetings of the Board of Directors and vote on such Director's behalf.
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5.3 | Protective Provisions . |
For so long as any Preferred Share remains outstanding, the Company shall not, and the Company shall cause other Group Companies not to, directly or indirectly, and whether by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, take any of the actions listed in this Section 5.3 without the prior written consent of the Super Majority Holders. Notwithstanding anything to the contrary contained herein, where any act listed below requires the approval of the Shareholders in accordance with the Statute, and if the Shareholders vote in favour of such act but the approval of the Super Majority Holders has not yet been obtained, the Shareholders who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one (1).
(a) | the liquidation, dissolution or winding up of any Group Company; |
(b) | authorizing or consummating a Trade Sale; |
(c) | any change to the Investor Directors; and |
(d) | any agreement or commitment by any Group Company to do any of the foregoing items. |
[End of Schedule A]
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Exhibit 3.2
THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
Weidai Ltd
Adopted by special resolution of the shareholders passed on 21 September 2018
and effective immediately prior to the closing of the Company’s initial public offering
1. | The name of the Company is Weidai Ltd . |
2. | The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. 2681, Grand Cayman KY1-1111, Cayman Islands. |
3. | Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. |
4. | Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law. |
5. | Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. |
6. | The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
7. | The liability of each member is limited to the amount from time to time unpaid on such member's shares. |
8. | The share capital of the Company is US$50,000 divided into 25,000,000,000 shares of a par value of US$0.000002 each, of which (a) 20,000,000,000 shall be designated as Class A ordinary shares, (b) 4,500,000,000 shall be designated as Class B ordinary shares and (c) 500,000,000 shall be designated as preferred shares. |
9. | The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. |
10. | Capitalised terms that are not defined in this Memorandum bear the same meanings as those given in the Articles of Association of the Company. |
The Companies Law (Revised)
Company Limited by Shares
Third AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
Weidai Ltd.
(Adopted by way of a special resolution passed on 21 September 2018 and effective immediately prior to the closing of the Company's initial public offering of Class A Ordinary Shares represented by American Depositary Shares on New York Stock Exchange)
I N D E X
SUBJECT | Article No. | |
Table A | 1 | |
Interpretation | 2 | |
Share Capital | 3 | |
Alteration Of Capital | 4-7 | |
Share Rights | 8-9 | |
Variation Of Rights | 10-11 | |
Shares | 12-15 | |
Share Certificates | 16-21 | |
Lien | 22-24 | |
Calls On Shares | 25-33 | |
Forfeiture Of Shares | 34-42 | |
Register Of Members | 43-44 | |
Record Dates | 45 | |
Transfer Of Shares | 46-51 | |
Transmission Of Shares | 52-54 | |
Untraceable Members | 55 | |
General Meetings | 56-58 | |
Notice Of General Meetings | 59-60 | |
Proceedings At General Meetings | 61-64 | |
No Action by Written Resolutions | 65 | |
Voting | 66-77 | |
Proxies | 78-83 | |
Corporations Acting By Representatives | 84 | |
Board Of Directors | 85 | |
Disqualification Of Directors | 86 | |
Executive Directors | 87-88 | |
Alternate Directors | 89-92 | |
Directors’ Fees And Expenses | 93-96 | |
Directors’ Interests | 97-100 | |
General Powers Of The Directors | 101-106 | |
Borrowing Powers | 107-110 | |
Proceedings Of The Directors | 111-120 | |
Audit Committee | 121-123 | |
Officers | 124-127 | |
Register of Directors and Officers | 128 | |
Minutes | 129 | |
Seal | 130 | |
Authentication Of Documents | 131 | |
Destruction Of Documents | 132 | |
Dividends And Other Payments | 133-142 | |
Reserves | 143 | |
Capitalisation | 144-145 | |
Subscription Rights Reserve | 146 | |
Accounting Records | 147-151 | |
Audit | 152-15 | |
Notices | 158-160 | |
Signatures | 161 | |
Winding Up | 162-163 | |
Indemnity | 164 | |
Amendment To Memorandum and Articles of Association And Name of Company | 165 | |
Information | 166 |
INTERPRETATION
TABLE A
1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.
INTERPRETATION
2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.
WORD | MEANING | |
"Affiliate" | with respect to any person, means another person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. With respect to a natural person, “Affiliate” shall also mean such person’s spouse, parents, children and siblings, whether by blood, marriage or adoption or anyone residing in such person’s home. |
"Audit Committee" | the audit committee of the Company formed by the Board pursuant to Article 121 hereof, or any successor audit committee. |
“Auditor” | the independent auditor of the Company which shall be an internationally recognized firm of independent accountants. |
“Articles” | these Articles in their present form or as supplemented or amended or substituted from time to time. |
“Board” or “Directors” | the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present. |
“capital” | the share capital from time to time of the Company. |
“Class A Ordinary Shares” | class A ordinary shares of par value US$0.000002 each of the Company having the rights set out in these Articles. |
“Class B Ordinary Shares” | class B ordinary shares of par value US$0.000002 each of the Company having the rights set out in these Articles. |
“clear days” | in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. |
“clearing house” | a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
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“Company” | Weidai Ltd. |
“competent regulatory authority” | a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory. |
“Conversion Date” | in respect of a Conversion Notice means the day on which that Conversion Notice is delivered. |
“Conversion Notice” | a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 9. |
“Conversion Number” | in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate. |
“Conversion Rate” | means, at any time, on a 1 : 1 basis. |
“Conversion Right” | in respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Law, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion. |
“debenture” and “debenture holder” |
include debenture stock and debenture stockholder respectively. |
“Designated Stock Exchange” | [New York Stock Exchange][Nasdaq Global Market] |
“dollars” and “US$” | dollars, the legal currency of the United States of America. |
“Exchange Act” | the Securities Exchange Act of 1934, as amended. |
“head office” | such office of the Company as the Directors may from time to time determine to be the principal office of the Company. |
“Law” | The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. |
“Member” | a duly registered holder from time to time of the shares in the capital of the Company. |
“month” | a calendar month. |
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“Nominee Holder” | any trustee, custodian, bailee, securities intermediary, clearing system, agent or nominee (or other person acting in substantially similar capacity) which holds the legal title to any Class B Ordinary Shares, directly or indirectly, for the benefit of the beneficial owner of such Class B Ordinary Shares, provided (and for so long as) such beneficial owner retains (directly or indirectly) beneficial ownership of such Class B Ordinary Shares. |
“Notice” | written notice unless otherwise specifically stated and as further defined in these Articles. |
“Office” | the registered office of the Company for the time being. |
“ordinary resolution” | a resolution shall be an ordinary resolution when it has been (a) passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given; or (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed; |
“Ordinary Shares” | Class A Ordinary Shares and Class B Ordinary Shares collectively. |
“paid up” | paid up or credited as paid up. |
“Register” | the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time. |
“Registration Office” | in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered. |
“SEC” | the United States Securities and Exchange Commission. |
“Seal” | common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands. |
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“Secretary” | any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary. |
“special resolution” | a resolution shall be a special resolution when it has been (a) passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given, provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given; |
a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes. |
“Statutes” | the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles. |
“year” | a calendar year. |
(2) | In these Articles, unless there be something within the subject or context inconsistent with such construction: |
(a) | words importing the singular include the plural and vice versa; |
(b) | words importing a gender include both gender and the neuter; |
(c) | words importing persons include companies, associations and bodies of persons whether corporate or not; |
(d) | the words: |
(i) | “may” shall be construed as permissive; |
(ii) | “shall” or “will” shall be construed as imperative; |
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(e) | expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations; |
(f) | references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force; |
(g) | save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context; |
(h) | references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not; |
(i) | Section 8 of the Electronic Transactions Law (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles. |
SHARE CAPITAL
3. | (1) The share capital of the Company at the date on which these Articles come into effect shall be US$50,000 divided into 25,000,000,000 shares of a par value of US$0.000002 each comprising (a) 20,000,000,000 Class A Ordinary Shares of a par value of US$0.000002 each, (b) 4,500,000,000 Class B Ordinary Shares of a par value of US$0.000002 each, and (c) 500,000,000 preferred shares of a par value of US$0.000002 each of such class or classes (however designated) as the Board may determine in accordance with Article 12. |
(2) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit. |
(3) No share shall be issued to bearer. |
ALTERATION OF CAPITAL
4. | (1) The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to: |
(a) | increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe; |
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(b) | consolidate and divide all or any of its capital into shares of larger amount than its existing shares; |
(c) | without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Board may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Members no resolution of the Members in general meeting is required for the issuance of shares of that class and the Board may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”; |
(d) | sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; |
(e) | cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided. |
(2) No alteration may be made of the kind contemplated by Article 4(1), or otherwise, to the par value of the Class A Ordinary Shares or the Class B Ordinary Shares unless an identical alteration is made to the par value of the Class B Ordinary Shares or the Class A Ordinary Shares, as the case may be. |
5. | The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under Article 4 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some persons to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. |
6. | The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve in any manner permitted by the Law. |
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7. | Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise. |
SHARE RIGHTS
8. | (1) Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit. |
(2) Subject to the Law and the rules of the Designated Stock Exchange, any preferred shares may be issued or converted into shares that, at a designated date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Members before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws and the rules of the Designated Stock Exchange. |
9. | Subject to Article 8(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares immediately upon the effectiveness of these Articles. Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other than as set out below. |
(a) | As regards conversion |
(i) | Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the Law, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances. |
(ii) | Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share calculated at the Conversion Rate. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion. |
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(iii) | On the Conversion Date, every Class B Ordinary Share to be converted shall automatically be re-designated and re-classified as a Class A Ordinary Share with such rights and restrictions attached thereto and shall rank pari passu in all respects with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the same number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders thereof. |
(iv) | Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company shall: |
(1) | at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in full; and |
(2) | not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par value thereof. |
(b) | As regards Voting Rights |
Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with Article 10(a) below), vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to five (5) votes on all matters subject to the vote at general meetings of the Company.
(c) | As regards Transfer |
Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder (or any Affiliate of such holder) to any person or entity (other than an Affiliate or a Nominee Holder of such holder or Affiliate) including, without limitation, to give effect to a Third Party Enforcement (as defined below), such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder (or Affiliate of such holder) thereof to an Affiliate or Nominee Holder of such holder (or Affiliate of such holder), other than to give effect to an Third Party Enforcement, such Class B Ordinary Shares validly transferred to the new holder shall not be converted into an equal number of Class A Ordinary Shares.
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For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Company’s Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure a holder's contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Ordinary Shares (a “ Third Party Enforcement ”), in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares upon the Company's registration of the third party or its designee as a Member holding that number of Class A Ordinary Shares in the Register of Members.
VARIATION OF RIGHTS
10. | Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis , apply, but so that: |
(a) | separate general meetings of the holders of a class or series of shares may be called only by (i) the Chairman of the Board, or (ii) a majority of the Board (unless otherwise specifically provided by the terms of issue of the shares of such class or series). Nothing in this Article 10 shall be deemed to give any Member or Members the right to call a class or series meeting; |
(b) | the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third of the voting power of the issued shares of that class; |
(c) | every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and |
(d) | any holder of shares of the class present in person or by proxy or authorised representative may demand a poll. |
11. | The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith. |
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SHARES
12. | (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to par value. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by the Law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series. |
(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association. |
(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine. |
13. | The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other. |
14. | Except as required by the Law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by the Law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. |
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15. | Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the Member, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose. |
SHARE CERTIFICATES
16. | A share certificate may be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Board may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon. |
17. | (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders. |
(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.
18. | Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the payment of such reasonable out-of-pocket expenses as the Board from time to time determines, provided however, the Company is not obligated to issue a share certificate to a Members unless the Member requests it from the Company.. |
19. | Upon request by a Member, a share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company. |
20. | (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate may be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article 20. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance may be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof. |
(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee. |
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21. | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed. |
LIEN
22. | The Company shall have a first and paramount lien on every share that is not a fully paid share, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share that is not a fully paid share registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the payment or discharge of the same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article 22. |
23. | Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a Notice, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. |
24. | The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall, subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale, be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. |
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CALLS ON SHARES
25. | Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour. |
26. | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments. |
27. | A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof. |
28. | If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest in whole or in part. |
29. | No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid. |
30. | On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. |
31. | Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified. |
32. | On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. |
33. | The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared. |
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FORFEITURE OF SHARES
34. | (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice: |
(a) | requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and |
(b) | stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited. |
(2) If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.
35. | When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such notice. |
36. | The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender. |
37. | Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines. |
38. | A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with, if the Board shall in its discretion so requires, interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article 38 any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment. |
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39. | A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry. |
40. | Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit. |
41. | The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon. |
42. | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. |
REGISTER OF MEMBERS
43. | (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say: |
(a) | the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares; |
(b) | the date on which each person was entered in the Register; and |
(c) | the date on which any person ceased to be a Member. |
(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith. |
44. | The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of US$2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Law. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement of the Designated Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares. |
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RECORD DATES
45. | For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of the Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action. |
If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for the adjourned meeting.
TRANSFER OF SHARES
46. | Subject to these Articles including, without limitation, in the case of Class B Ordinary Shares, Article 9(c), any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time. |
47. | The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 46, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. |
48. | (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which the Company has a lien. |
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(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the Member requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.
(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.
49. | Without limiting the generality of Article 48, the Board may decline to recognise any instrument of transfer unless:- |
(a) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof; |
(b) | the instrument of transfer is in respect of only one class of share; |
(c) | the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and |
(d) | if applicable, the instrument of transfer is duly and properly stamped. |
50. | If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal. |
51. | The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. |
TRANSMISSION OF SHARES
52. | If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him. |
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53. | Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or the Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member. |
54. | A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings. |
UNTRACEABLE MEMBERS
55. | (1) Without prejudice to the rights of the Company under paragraph (2) of this Article 55, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered. |
(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless: |
(a) | all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares sent during the relevant period in the manner authorised by these Articles have remained uncashed; |
(b) | so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and |
(c) | the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. |
For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.
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(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article 55 shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity. |
GENERAL MEETINGS
56. | The Company may hold an annual general meeting and shall specify the meeting as such in the notices calling it. An annual general meeting of the Company shall be held at such time and place as may be determined by the Board. |
57. | Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board. |
58. | A majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine. |
NOTICE OF GENERAL MEETINGS
59. | (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed: |
(a) | in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and |
(b) | in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right. |
(2) The notice shall specify the time and place of the meeting and the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors. |
60. | The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the notice) to send such instrument of proxy to, or the non-receipt of such notice or such instrument of proxy by, any person entitled to receive such notice shall not invalidate any resolution passed or the proceedings at that meeting. |
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PROCEEDINGS AT GENERAL MEETINGS
61. | (1) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, one or more Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third of all voting power of the Company’s share capital in issue throughout the meeting shall form a quorum for all purposes. |
(2) If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved. |
62. | The Chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their members to be chairman. |
63. | The chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment. |
64. | If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. |
NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS
65. | Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may not be taken by written resolution of Members without a meeting. |
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VOTING
66. | (1) Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except as required by applicable law and subject to these Articles (including without limitation Article 10(a)), holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote of the Shareholders. |
(2) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands: |
(a) | every Member holding Class A Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote for every fully paid Class A Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid Class A Ordinary Share of which he is the holder; and |
(b) | every Member holding Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have five (5) votes for every fully paid Class B Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have five (5) votes for every fully paid Class B Ordinary Share of which he is the holder. |
(3) No amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. |
(4) Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by the chairman of such meeting or by any one or more Members who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company, present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member. |
67. | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. |
68. | If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll. |
69. | A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately. |
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70. | The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier. |
71. | On a poll votes may be given either personally or by proxy. |
72. | A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way. |
73. | All questions submitted to a meeting shall be decided by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, by proxy or, in the case of a Member being a corporation, by its duly authorised representative except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have. |
74. | Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof. |
75. | (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be. |
(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof. |
76. | No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid. |
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77. | If: |
(a) | any objection shall be raised to the qualification of any voter; or |
(b) | any votes have been counted which ought not to have been counted or which might have been rejected; or |
(c) | any votes are not counted which ought to have been counted; |
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.
PROXIES
78. | Any Member entitled to attend and vote at a general meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise. |
79. | The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. |
80. | The instrument appointing a proxy and, if required by the Board, the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places, if any, as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting or, if no place is so specified at the Registration Office or the Office, as may be appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked. |
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81. | Instruments of proxy shall be in any common form or in such other form as the Board may approve ( provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. |
82. | A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used. |
83. | Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed. |
CORPORATIONS ACTING BY REPRESENTATIVES
84. | (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat. |
(2) If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands. |
(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article. |
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BOARD OF DIRECTORS
85. | (1) Unless otherwise determined by the Members in general meeting, the number of Directors shall not be less than three (3). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and shall hold office until their successors are elected or appointed or their office is otherwise vacated. |
(2) Subject to the Articles and the Law, the Members may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board. |
(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. |
(4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company. Each Director shall hold office until the expiration of his term, or his resignation from the Board, or until his successor shall have been elected and qualified. |
(5) Subject to any provision to the contrary in these Articles, a Director may be removed by way of an ordinary resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). |
(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. |
(7) The Members may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than three (3). |
DISQUALIFICATION OF DIRECTORS
86. | The office of a Director shall be vacated if the Director: |
(1) | resigns his office by Notice delivered to the Company at the Office or tendered at a meeting of the Board; |
(2) | becomes of unsound mind or dies; |
(3) | without special leave of absence from the Board, is absent from meetings of the Board for six consecutive times and the Board resolves that his office be vacated; or |
(4) | becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; |
(5) | is prohibited by law from being a Director; or |
(6) | ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles. |
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EXECUTIVE DIRECTORS
87. | The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article 87 shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause. |
88. | Notwithstanding Articles 93, 94, 95 and 96, an executive director appointed to an office under Article 87 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director. |
ALTERNATE DIRECTORS
89. | Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative. |
90. | An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct. |
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91. | Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor. |
92. | An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director provided always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired. |
DIRECTORS’ FEES AND EXPENSES
93. | The Directors shall receive such remuneration as the Board may from time to time determine. |
94. | Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director. |
95. | Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article. |
96. | The Board shall determine any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled). |
DIRECTORS’ INTERESTS
97. | A Director may: |
(a) | hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article; |
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(b) | act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director; |
(c) | continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and, unless otherwise agreed, no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such other company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid. |
Notwithstanding the foregoing, no “Independent Director” as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the rules of the Designated Stock Exchange, shall take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company without the consent of the Audit Committee.
98. | Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction”, as defined under applicable law or the rules of the Designated Stock Exchange, shall require the approval of the Audit Committee. |
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99. | A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that: |
(a) | he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or |
(b) | he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him; |
shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.
100. | Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting. |
GENERAL POWERS OF THE DIRECTORS
101. | (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Members in a general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Members in a general meeting, but no regulations made by the Members in a general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article. |
(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company. |
(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers: |
(a) | To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed. |
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(b) | To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration. |
(c) | To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law. |
102. | The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby. |
103. | The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal. |
104. | The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby. |
105. | All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine. |
106. | (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person. |
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(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine. |
BORROWING POWERS
107. | The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
108. | Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. |
109. | Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Members, appointment of Directors and otherwise. |
110. | (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge. |
(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise. |
PROCEEDINGS OF THE DIRECTORS
111. | The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote. |
112. | A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the chief executive officer or chairman, as the case may be, or any Director. |
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113. | (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be a majority of the Directors then in office, including the Chairman. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present. |
(2) Directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person. |
(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present. |
114. | The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles as the quorum, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose. |
115. | The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. |
116. | A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board. |
117. | (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board. |
(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company. |
118. | The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee. |
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119. | A resolution in writing signed by all the Directors except such as are temporarily unable to act due to ill-health or disability shall ( provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid. |
120. | All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee. |
COMMITTEES
121. | Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the rules of the Designated Stock Exchange and the rules and regulations of the SEC. |
122. | (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis. |
(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate. |
123. | For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any of the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any Affiliate (other than a subsidiary) of the Company. |
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OFFICERS
124. | (1) The officers of the Company shall consist of the Chairman of the Board, the Directors and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appoint managers and delegate to the same such powers and duties as are prescribed by the Board. |
(2) The Directors shall elect, by a majority of the Directors then in office, amongst the Directors a chairman. |
(3) The officers shall receive such remuneration as the Directors may from time to time determine. |
125. | (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries. |
(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board. |
126. | The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time. |
127. | A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary. |
REGISTER OF DIRECTORS AND OFFICERS
128. | The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law. |
MINUTES
129. | (1) The Board shall cause minutes to be duly entered in books provided for the purpose: |
(a) | of all elections and appointments of officers; |
(b) | of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; |
(c) | of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers. |
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(2) | Minutes shall be kept by the Secretary at the Office. |
SEAL
130. | (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article 130 shall be deemed to be sealed and executed with the authority of the Board previously given. |
(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid. |
AUTHENTICATION OF DOCUMENTS
131. | Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee thereof which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting. |
DESTRUCTION OF DOCUMENTS
132. | (1) The Company shall be entitled to destroy the following documents at the following times: |
(a) | any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation; |
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(b) | any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company; |
(c) | any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration; |
(d) | any allotment letters after the expiry of seven (7) years from the date of issue thereof; and |
(e) | copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed; |
and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article 132 shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article 132 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.
(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article 132 and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim. |
DIVIDENDS AND OTHER PAYMENTS
133. | Subject to the Law and any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Board may from time to time declare dividends in any currency to be paid to the Members and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. At any and every time the Board declares dividends, Class A Ordinary Shares and Class B Ordinary Shares shall have identical rights in the dividends so declared. |
134. | Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law. |
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135. | Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide, |
(a) | all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and |
(b) | all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. |
136. | The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment. The Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights |
137. | The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise. |
138. | No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company. |
139. | Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. |
140. | All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. |
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141. | Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever. |
142. | (1) Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either: |
(a) | that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply: |
(i) | the basis of any such allotment shall be determined by the Board; |
(ii) | the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; |
(iii) | the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and |
(iv) | the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or |
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(b) | that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply: |
(i) | the basis of any such allotment shall be determined by the Board; |
(ii) | the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; |
(iii) | the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and |
(iv) | the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in satisifaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis. |
(2) | (a) | The shares allotted pursuant to the provisions of paragraph (1) of this Article 142 shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article 142 in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights. |
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(b) | The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article 142 , with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned. |
(3) The Board may resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article 142 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article 142 shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
(5) Any resolution declaring a dividend on shares of any class may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.
RESERVES
143. | (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account. |
(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute. |
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CAPITALISATION
144. | The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the basis that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article 144, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid. |
145. | The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under Article 144 and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members. |
SUBSCRIPTION RIGHTS RESERVE
146. | The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law: |
(1) | If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply: |
(a) | as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article 146) maintain in accordance with the provisions of this Article 146 a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted; |
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(b) | the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by the Law; |
(c) | upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between: |
(i) | the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and |
(ii) | the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and |
(d) | if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by the Law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate. |
(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights. |
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(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders. |
(4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders. |
ACCOUNTING RECORDS
147. | The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions. |
148. | The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by the Law or authorised by the Board or the Members in general meeting. |
149. | Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by the Law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article 150 shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures. |
150. | Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by Notice served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon. |
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151. | The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents. |
AUDIT
152. | Subject to applicable law and rules of the Designated Stock Exchange, the Board may appoint an Auditor, who shall hold office until removed from office by a resolution of the Board, to audit the accounts of the Company. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company. |
153. | Subject to the Law the accounts of the Company shall be audited at least once in every year. |
154. | The remuneration of the Auditor shall be determined by the Audit Committee or, in the absence of such an Audit Committee, by the Board. |
155. | If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor. |
156. | The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company. |
157. | The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction. |
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NOTICES
158. | Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders. |
159. | Any Notice or other document: |
(a) | if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; |
(b) | if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member; |
(c) | if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and |
(d) | may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations. |
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160. | (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. |
(2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred. |
(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share. |
SIGNATURES
161. | For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received. |
WINDING UP
162. | (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up. |
(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution. |
163. | (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. |
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(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability. |
INDEMNITY
164. | (1) The Directors, Secretary and other officers for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons. |
(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director. |
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
AND NAME OF COMPANY
165. | No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company. |
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INFORMATION
166. | No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public. |
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Exhibit 4.2
Incorporated in the Cayman Islands Weidai Ltd. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value USD Date of Record Certificate Number % Paid 100.00 The above shares are subject to the Memorandum and Articles of Association of the Company and transferable in accordance therewith. Director Director / Secretary
Exhibit 4.3
DEPOSIT AGREEMENT
by and among
WEIDAI LTD.
and
CITIBANK, N.A.,
as Depositary,
and
ALL HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES
ISSUED HEREUNDER
Dated as of [DATE], 2018
TABLE OF CONTENTS
ARTICLE I | ||
DEFINITIONS | 1 | |
Section 1.1 | “ ADS Record Date ” | 1 |
Section 1.2 | “ Affiliate ” | 1 |
Section 1.3 | “ American Depositary Receipt(s) ”, “ ADR(s) ” and “ Receipt(s) ” | 1 |
Section 1.4 | “ American Depositary Share(s) ” and “ ADS(s) ” | 2 |
Section 1.5 | “ Articles of Association ” | 2 |
Section 1.6 | “ Beneficial Owner ” | 2 |
Section 1.7 | “ Certificated ADS(s) ” | 3 |
Section 1.8 | “ Citibank ” | 3 |
Section 1.9 | “ Commission ” | 3 |
Section 1.10 | “ Company ” | 3 |
Section 1.11 | “ Custodian ” | 3 |
Section 1.12 | “ Deliver ” and “ Delivery ” | 3 |
Section 1.13 | “ Deposit Agreement ” | 4 |
Section 1.14 | “ Depositary ” | 4 |
Section 1.15 | “Deposited Property ” | 4 |
Section 1.16 | “ Deposited Securities ” | 4 |
Section 1.17 | “ Dollars ” and “ $ ” | 4 |
Section 1.18 | “ DTC ” | 4 |
Section 1.19 | “ DTC Participant ” | 4 |
Section 1.20 | “ Exchange Act ” | 4 |
Section 1.21 | “ Foreign Currency ” | 5 |
Section 1.22 | “ Full Entitlement ADR(s) ”, “ Full Entitlement ADS(s) ” and “ Full Entitlement Share(s) ” | 5 |
Section 1.23 | “ Holder(s) ” | 5 |
Section 1.24 | “ Partial Entitlement ADR(s) ”, “ Partial Entitlement ADS(s) ” and “ Partial Entitlement Share(s) ” | 5 |
Section 1.25 | “ Principal Office ” | 5 |
Section 1.26 | “ Registrar ” | 5 |
Section 1.27 | “ Restricted Securities ” | 5 |
Section 1.28 | “ Restricted ADR(s) ”, “ Restricted ADS(s) ” and “ Restricted Shares ” | 5 |
Section 1.29 | “ Securities Act ” | 6 |
Section 1.30 | “ Share Registrar ” | 6 |
Section 1.31 | “ Shares ” | 6 |
Section 1.32 | “ Uncertificated ADS(s) ” | 6 |
Section 1.33 | “ United States ” and “ U.S. ” | 6 |
ARTICLE II | ||
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS | 6 | |
Section 2.1 | Appointment of Depositary. | 6 |
i |
Section 2.2 | Form and Transferability of ADSs. | 7 |
Section 2.3 | Deposit of Shares. | 8 |
Section 2.4 | Registration and Safekeeping of Deposited Securities. | 10 |
Section 2.5 | Issuance of ADSs. | 10 |
Section 2.6 | Transfer, Combination and Split-up of ADRs. | 11 |
Section 2.7 | Surrender of ADSs and Withdrawal of Deposited Securities. | 12 |
Section 2.8 | Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc. | 13 |
Section 2.9 | Lost ADRs, etc. | 14 |
Section 2.10 | Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. | 14 |
Section 2.11 | Escheatment. | 14 |
Section 2.12 | Partial Entitlement ADSs. | 14 |
Section 2.13 | Certificated/Uncertificated ADSs. | 15 |
Section 2.14 | Restricted ADSs. | 16 |
ARTICLE III | ||
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs | 17 | |
Section 3.1 | Proofs, Certificates and Other Information. | 17 |
Section 3.2 | Liability for Taxes and Other Charges. | 18 |
Section 3.3 | Representations and Warranties on Deposit of Shares. | 18 |
Section 3.4 | Compliance with Information Requests. | 18 |
Section 3.5 | Ownership Restrictions. | 19 |
Section 3.6 | Reporting Obligations and Regulatory Approvals. | 19 |
ARTICLE IV | ||
THE DEPOSITED SECURITIES | 20 | |
Section 4.1 | Cash Distributions. | 20 |
Section 4.2 | Distribution in Shares. | 21 |
Section 4.3 | Elective Distributions in Cash or Shares. | 22 |
Section 4.4 | Distribution of Rights to Purchase Additional ADSs. | 22 |
Section 4.5 | Distributions Other Than Cash, Shares or Rights to Purchase Shares. | 24 |
Section 4.6 | Distributions with Respect to Deposited Securities in Bearer Form. | 25 |
Section 4.7 | Redemption. | 25 |
Section 4.8 | Conversion of Foreign Currency. | 26 |
Section 4.9 | Fixing of ADS Record Date. | 27 |
Section 4.10 | Voting of Deposited Securities. | 27 |
Section 4.11 | Changes Affecting Deposited Securities. | 29 |
Section 4.12 | Available Information. | 30 |
Section 4.13 | Reports. | 30 |
Section 4.14 | List of Holders. | 30 |
Section 4.15 | Taxation . | 30 |
ii |
ARTICLE V | ||
THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY | 31 | |
Section 5.1 | Maintenance of Office and Transfer Books by the Registrar. | 31 |
Section 5.2 | Exoneration. | 32 |
Section 5.3 | Standard of Care. | 33 |
Section 5.4 | Resignation and Removal of the Depositary; Appointment of Successor Depositary. | 34 |
Section 5.5 | The Custodian. | 34 |
Section 5.6 | Notices and Reports. | 35 |
Section 5.7 | Issuance of Additional Shares, ADSs etc. | 36 |
Section 5.8 | Indemnification. | 37 |
Section 5.9 | ADS Fees and Charges. | 38 |
Section 5.10 | Restricted Securities Owners. | 39 |
ARTICLE VI | ||
AMENDMENT AND TERMINATION | 39 | |
Section 6.1 | Amendment/Supplement. | 39 |
Section 6.2 | Termination. | 40 |
ARTICLE VII | ||
MISCELLANEOUS | 41 | |
Section 7.1 | Counterparts. | 41 |
Section 7.2 | No Third-Party Beneficiaries/Acknowledgments. | 41 |
Section 7.3 | Severability. | 42 |
Section 7.4 | Holders and Beneficial Owners as Parties; Binding Effect. | 42 |
Section 7.5 | Notices. | 42 |
Section 7.6 | Governing Law and Jurisdiction. | 43 |
Section 7.7 | Assignment. | 45 |
Section 7.8 | Compliance with, and No Disclaimer under, U.S. Securities Laws. | 45 |
Section 7.9 | Cayman Islands Law References. | 45 |
Section 7.10 | Titles and References. | 45 |
EXHIBITS | ||
Form of ADR. | A-1 | |
Fee Schedule. | B-1 |
iii |
DEPOSIT AGREEMENT
DEPOSIT AGREEMENT , dated as of [], 2018, by and among (i) WEIDAI LTD., an exempted company with limited liability registered under the laws of the Cayman Islands, and its successors (the “ Company ”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“ Citibank ”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “ Depositary ”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
WITNESSETH THAT :
WHEREAS , the Company desires to establish with the Depositary an ADR facility to provide inter alia for the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares representing the Shares so deposited and for the execution and Delivery (as hereinafter defined) of American Depositary Receipts (as hereinafter defined) evidencing such American Depositary Shares; and
WHEREAS , the Depositary is willing to act as the Depositary for such ADR facility upon the terms set forth in the Deposit Agreement (as hereinafter defined); and
WHEREAS , any American Depositary Receipts issued pursuant to the terms of the Deposit Agreement are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in the Deposit Agreement; and
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:
Section 1.1 “ ADS Record Date ” shall have the meaning given to such term in Section 4.9.
Section 1.2 “ Affiliate ” shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C promulgated under the Securities Act (as hereinafter defined), or under any successor regulation thereto.
Section 1.3 “ American Depositary Receipt(s) ”, “ ADR(s) ” and “ Receipt(s) ” shall mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central depository such as DTC, be in the form of a “Balance Certificate.”
1 |
Section 1.4 “ American Depositary Share(s) ” and “ ADS(s) ” shall mean the rights and interests in the Deposited Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of the Deposit Agreement and, if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to evidence such ADSs. ADS(s) may be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are not evidenced by ADR(s) but are reflected on the direct registration system maintained by the Depositary for such purposes under the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context may require. Each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR attached hereto as Exhibit A (as amended from time to time) that are on deposit with the Depositary and/or the Custodian, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the applicable Deposited Property on deposit with the Depositary and the Custodian determined in accordance with the terms of such Sections, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS). In addition, the ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement (which may give rise to Depositary fees).
Section 1.5 “ Articles of Association ” shall mean the amended and restated memorandum and articles of association of the Company, and any other constitutional documents of the Company, as amended or restated and in effect from time to time, including the second amended and restated memorandum and articles of association of the Company and the third amended and restated memorandum and articles of association of the Company.
Section 1.6 “ Beneficial Owner ” shall mean, as to any ADS, any person or entity having a beneficial interest deriving from the ownership of such ADS. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holders only of the Deposited Property represented by the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The Depositary, on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property held on behalf of the Holders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited Property are intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the Depositary (on behalf of the Holders and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the Custodian or their respective nominees, in each case upon the terms of the Deposit Agreement and, if applicable, the terms of the ADR(s) evidencing the ADSs. A Beneficial Owner of ADSs may or may not be the Holder of such ADSs. A Beneficial Owner shall be able to exercise any right or receive any benefit hereunder solely through the person who is the Holder of the ADSs owned by such Beneficial Owner. Unless otherwise identified to the Depositary, a Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.
2 |
Section 1.7 “ Certificated ADS(s) ” shall have the meaning set forth in Section 2.13.
Section 1.8 “ Citibank ” shall mean Citibank, N.A., a national banking association organized under the laws of the United States of America, and its successors.
Section 1.9 “ Commission ” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency thereto in the United States.
Section 1.10 “ Company ” shall mean Weidai Ltd., an exempted company with limited liability registered under the laws of the Cayman Islands, and its successors.
Section 1.11 “ Custodian ” shall mean (i) as of the date hereof, Citibank Hong Kong, having its principal office at 9/F, Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, as the custodian of Deposited Property for the purposes of the Deposit Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Property pursuant to the Deposit Agreement, and (iii) any other entity that may be appointed by the Depositary pursuant to the terms of Section 5.5 as successor, substitute or additional custodian hereunder. The term “Custodian” shall mean any Custodian individually or all Custodians collectively, as the context requires.
Section 1.12 “ Deliver ” and “ Delivery ” shall mean (x) when used in respect of Shares and other Deposited Securities , either (i) the physical delivery of the certificate(s) representing such securities, or (ii) the book-entry transfer and recordation of such securities on the books of the Share Registrar (as hereinafter defined) or in the applicable book-entry settlement system, if available, and (y) when used in respect of ADSs , either (i) the physical delivery of ADR(s) evidencing the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry settlement system in which the ADSs are settlement-eligible.
3 |
Section 1.13 “ Deposit Agreement ” shall mean this Deposit Agreement and all exhibits hereto, as the same may from time to time be amended and supplemented from time to time in accordance with the terms of the Deposit Agreement.
Section 1.14 “ Depositary ” shall mean Citibank, N.A., a national banking association organized under the laws of the United States, in its capacity as depositary under the terms of the Deposit Agreement, and any successor depositary hereunder.
Section 1.15 “ Deposited Property ” shall mean the Deposited Securities and any cash and other property held on deposit by the Depositary and the Custodian in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case of cash, to the provisions of Section 4.8. All Deposited Property shall be held by the Custodian, the Depositary and their respective nominees for the benefit of the Holders and Beneficial Owners of the ADSs representing the Deposited Property. The Deposited Property is not intended to, and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees. Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property.
Section 1.16 “ Deposited Securities ” shall mean the Shares and any other securities held on deposit by the Custodian from time to time in respect of the ADSs under the Deposit Agreement and constituting Deposited Property.
Section 1.17 “ Dollars ” and “ $ ” shall refer to the lawful currency of the United States.
Section 1.18 “ DTC ” shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement system for securities traded in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined) maintained in DTC, and any successor thereto.
Section 1.19 “ DTC Participant ” shall mean any financial institution (or any nominee of such institution) having one or more participant accounts with DTC for receiving, holding and delivering the securities and cash held in DTC. A DTC Participant may or may not be a Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect of which the DTC Participant is so acting. A DTC Participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall (notwithstanding any explicit or implicit disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the Deposit Agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the Holder of such ADSs.
Section 1.20 “ Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended from time to time.
4 |
Section 1.21 “ Foreign Currency ” shall mean any currency other than Dollars.
Section 1.22 “ Full Entitlement ADR(s) ”, “ Full Entitlement ADS(s) ” and “ Full Entitlement Share(s) ” shall have the respective meanings set forth in Section 2.12.
Section 1.23 “ Holder(s) ” shall mean the person(s) in whose name the ADSs are registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADS(s) registered in its name, such person shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owners of the ADSs registered in its name. The manner in which a Holder holds ADSs (e.g., in certificated vs. uncertificated form) may affect the rights and obligations of, and the manner in which, and the extent to which, the services are made available to, Holders pursuant to the terms of the Deposit Agreement.
Section 1.24 “ Partial Entitlement ADR(s) ”, “ Partial Entitlement ADS(s) ” and “ Partial Entitlement Share(s) ” shall have the respective meanings set forth in Section 2.12.
Section 1.25 “ Principal Office ” shall mean, when used with respect to the Depositary, the principal office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located at 388 Greenwich Street, New York, New York 10013, U.S.A.
Section 1.26 “ Registrar ” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. Each Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be required to give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.
Section 1.27 “ Restricted Securities ” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and are subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an executive officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, the Cayman Islands, or under a shareholder agreement or the Articles of Association or under the regulations of an applicable securities exchange unless, in each case, such Shares, Deposited Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited Securities or ADSs are not, when held by such person(s), Restricted Securities.
Section 1.28 “ Restricted ADR(s) ”, “ Restricted ADS(s) ” and “ Restricted Shares ” shall have the respective meanings set forth in Section 2.14.
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Section 1.29 “ Securities Act ” shall mean the United States Securities Act of 1933, as amended from time to time.
Section 1.30 “ Share Registrar ” shall mean Conyers Trust Company (Cayman) Limited or any other institution appointed by the Company from time to time to carry out the duties of registrar for the Shares, and any successor thereto.
Section 1.31 “ Shares ” shall mean the Company’s Class A ordinary shares, par value $0.000002 per share, validly issued and outstanding and fully paid and may, if the Depositary so agrees after consultation with the Company, include evidence of the right to receive Shares; provided that in no event shall Shares include evidence of the right to receive Shares with respect to which the full purchase price has not been paid or Shares as to which preemptive rights have theretofore not been validly waived or exercised; provided further , however , that , if there shall occur any change in par value, split-up, consolidation, reclassification, exchange, conversion or any other event described in Section 4.11 in respect of the Shares of the Company, the term “Shares” shall thereafter, to the maximum extent permitted by law, represent the successor securities resulting from such event.
Section 1.32 “ Uncertificated ADS(s) ” shall have the meaning set forth in Section 2.13.
Section 1.33 “ United States ” and “ U.S. ” shall have the meaning assigned to it in Regulation S as promulgated by the Commission under the Securities Act.
ARTICLE II
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;
DEPOSIT OF SHARES; EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
Section 2.1 Appointment of Depositary . The Company hereby appoints the Depositary as depositary for the Deposited Property and hereby authorizes and directs the Depositary to act in accordance with the terms and conditions set forth in the Deposit Agreement and the applicable ADRs. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary as its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.
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Section 2.2 Form and Transferability of ADSs .
(a) Form . Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or produced in such other manner as may be agreed upon by the Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations of any whole number of ADSs. The ADRs shall be substantially in the form set forth in Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law. ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company, unless such ADR shall have been so dated, signed, countersigned and registered. ADRs bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts previously or subsequently issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company and which are not ADRs outstanding hereunder.
(b) Legends . The ADRs may be endorsed with, or have incorporated in the text thereof, such legends or recitals not inconsistent with the provisions of the Deposit Agreement as may be (i) necessary to enable the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise, or (iv) required by any book-entry system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.
(c) Title . Subject to the limitations contained herein and in the ADR, title to an ADR (and to each Certificated ADS evidenced thereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of an ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or any ADR to any holder or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.
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(d) Book-Entry Systems . The Depositary shall make arrangements for the acceptance of the ADSs into DTC. All ADSs held through DTC will be registered in the name of the nominee for DTC (currently “Cede & Co.”). As such, the nominee for DTC will be the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more ADR(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients of DTC Participants). Any distributions made, and any notices given, by the Depositary to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) satisfy the Depositary’s obligations under the Deposit Agreement to make such distributions, and give such notices, in respect of the ADSs held in DTC (including, for avoidance of doubt, to the DTC Participants holding the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs).
Section 2.3 Deposit of Shares . Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form , appropriate instruments of transfer or endorsement, in a form reasonably 1 satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer and recordation , confirmation of such book-entry transfer and recordation in the books of the Share Registrar or of the applicable book-entry settlement system, if available, as applicable, to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred and recorded, (B) such certifications and payments (including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Cayman Islands, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee.
1 Note to Company: Rather than negotiating each instance of “reasonably,” we propose to agree on a single precedent and accept “reasonably” to the extent accepted in such precedent. Please propose a precedent.
CGSH Note to PBWT: please refer to either Cango Inc. or PPDai Group Inc.’s deposit agreements as recent Citibank precedents. Note to Company: references to “reasonably” made consistent with PPDAI.
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Without limiting any other provision of the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Cayman Islands, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.
Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
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Section 2.4 Registration and Safekeeping of Deposited Securities . The Depositary shall instruct the Custodian upon each Delivery of registered Shares being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with the other documents above specified, to present such Shares, together with the appropriate instrument(s) of transfer or endorsement, duly stamped (if applicable), to the Share Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Depositary, or by a Custodian for the account and to the order of the Depositary or a nominee of the Depositary, in each case, on behalf of the Holders and Beneficial Owners, at such place(s) as the Depositary or the Custodian shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or their respective nominees all persons shall be authorized to rely upon such power and authority.
Section 2.5 Issuance of ADSs. The Depositary has made arrangements with the Custodian for the Custodian to confirm to the Depositary upon receipt of a deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that such Deposited Securities have been recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’ register maintained by or on behalf of the Company by the Share Registrar on the books of the applicable book-entry settlement system, if available, (iii) that all required documents have been received, and (iv) the person(s) to whom or upon whose order ADSs are deliverable in respect thereof and the number of ADSs to be so delivered. Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and expense of the person making the deposit, by facsimile or other means of electronic transmission. Upon receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of the Deposit Agreement and applicable law, shall issue the ADSs representing the Shares so deposited to or upon the order of the person(s) named in the notice delivered to the Depositary and, if applicable, shall execute and deliver at its Principal Office Receipt(s) registered in the name(s) requested by such person(s) and evidencing the aggregate number of ADSs to which such person(s) are entitled, but, in each case, only upon payment to the Depositary of the charges of the Depositary for accepting a deposit of Shares and issuing ADSs (as set forth in Section 5.9 and Exhibit B hereto) and all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Shares and the issuance of the ADS(s). The Depositary shall only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs.
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Section 2.6 Transfer, Combination and Split-up of ADRs .
(a) Transfer . The Registrar shall register the transfer of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs have been properly endorsed or are accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
(b) Combination & Split-Up . The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case , to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
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Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities . The Holder of ADSs shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the ADRs Delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B ) have been paid, subject, however, in each case , to the terms and conditions of the ADRs evidencing the surrendered ADSs, of the Deposit Agreement, of the Articles of Association and of any applicable laws and the rules of the applicable book-entry settlement system, if available, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.
Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of the ADRs evidencing the ADSs so canceled, of the Articles of Association, of any applicable laws and of the rules of the applicable book-entry settlement system, if available, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.
The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.
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Notwithstanding anything else contained in any ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.
Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc .
(a) Additional Requirements . As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B , (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.
(b) Additional Limitations . The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall notify the Company) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8(a).
(c) Regulatory Restrictions . Notwithstanding any provision of the Deposit Agreement or any ADR(s) to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated herewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).
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Section 2.9 Lost ADRs, etc . In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute and deliver a new ADR of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of and substitution for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR, in lieu of and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has submitted to the Depositary a written request for such exchange and substitution before the Depositary has notice that the ADR has been acquired by a bona fide purchaser, (ii) has provided such security or indemnity (including an indemnity bond) as may be required by the Depositary to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed by the Depositary, including, without limitation, evidence reasonably satisfactory to the Depositary of such destruction, loss or theft of such ADR, the authenticity thereof and the Holder’s ownership thereof.
Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records . All ADRs surrendered to the Depositary shall be canceled by the Depositary. Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable against the Depositary for any purpose. The Depositary is authorized to destroy ADRs so canceled, provided the Depositary maintains a record of all destroyed ADRs. Any ADSs held in book-entry form ( e.g. , through accounts at DTC) shall be deemed canceled when the Depositary causes the number of ADSs evidenced by the Balance Certificate to be reduced by the number of ADSs surrendered (without the need to physically destroy the Balance Certificate).
Section 2.11 Escheatment . In the event any unclaimed property relating to the ADSs, for any reason, is in the possession of Depositary and has not been claimed by the Holder thereof or cannot be delivered to the Holder thereof through usual channels, the Depositary shall, upon expiration of any applicable statutory period relating to abandoned property laws, escheat such unclaimed property to the relevant authorities in accordance with the laws of each of the relevant States of the United States.
Section 2.12 Partial Entitlement ADSs . In the event any Shares are deposited which (i) entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit or (ii) are not fully fungible (including, without limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on deposit collectively, “ Full Entitlement Shares ” and the Shares with different entitlement, “ Partial Entitlement Shares ”), the Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct from Full Entitlement Shares, and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial Entitlement Shares which are separate and distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP numbering and legending (if necessary) and, if applicable, by issuing ADRs evidencing such ADSs with applicable notations thereon (“ Partial Entitlement ADSs/ADRs ” and “ Full Entitlement ADSs/ADRs ”, respectively). If and when Partial Entitlement Shares become Full Entitlement Shares, the Depositary shall (a) give notice thereof to Holders of Partial Entitlement ADSs and give Holders of Partial Entitlement ADRs the opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs, (b) cause the Custodian to transfer the Partial Entitlement Shares into the account of the Full Entitlement Shares, and (c) take such actions as are necessary to remove the distinctions between (i) the Partial Entitlement ADRs and ADSs, on the one hand, and (ii) the Full Entitlement ADRs and ADSs on the other. Holders and Beneficial Owners of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the entitlements of Full Entitlement Shares. All provisions and conditions of the Deposit Agreement shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs and ADSs, except as contemplated by this Section 2.12. The Depositary is authorized to take any and all other actions as may be necessary (including, without limitation, making the necessary notations on ADRs) to give effect to the terms of this Section 2.12. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling the identification of Partial Entitlement Shares upon Delivery to the Custodian.
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Section 2.13 Certificated/Uncertificated ADSs . Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “ Uncertificated ADS(s) ” and the ADS(s) evidenced by ADR(s), the “ Certificated ADS(s) ”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders' Uncertificated ADSs under the terms of Section 6.2 of the Deposit Agreement. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.
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Section 2.14 Restricted ADSs . The Depositary shall, at the request and expense of the Company, establish procedures enabling the deposit hereunder of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests in such Restricted Securities in the form of ADSs issued under the terms hereof (such Shares, “ Restricted Shares ”). Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted Shares and the issuance of ADSs representing the right to receive, subject to the terms of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such deposited Restricted Shares (such ADSs, the “ Restricted ADSs ,” and the ADRs evidencing such Restricted ADSs, the “ Restricted ADRs ”). Notwithstanding anything contained in this Section 2.14, the Depositary and the Company may, to the extent not prohibited by law, agree to issue the Restricted ADSs in uncertificated form (“ Uncertificated Restricted ADSs ”) upon such terms and conditions as the Company and the Depositary may deem necessary and appropriate. The Company shall assist the Depositary in the establishment of such procedures and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws. The depositors of such Restricted Shares and the Holders of the Restricted ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted Shares represented by Restricted ADSs to provide such written certifications or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs (if the Restricted ADSs are to be issued as Certificated ADSs ) , or to be included in the statements issued from time to time to Holders of Uncertificated ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the specific circumstances under which the Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited shall, to the extent required by law, be held separate and distinct from the other Deposited Securities held hereunder. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC, and shall not in any way be fungible with the ADSs issued under the terms hereof that are not Restricted ADSs. The Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, shall be transferable only by the Holder thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia , the conditions upon which the Restricted ADSs presented, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, are transferable by the Holder thereof under applicable securities laws and the transfer restrictions contained in the legend applicable to the Restricted ADSs presented for transfer. Except as set forth in this Section 2.14 and except as required by applicable law, the Restricted ADSs and the Restricted ADRs evidencing Restricted ADSs shall be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this Section 2.14 or (ii) the applicable Restricted ADR, the terms and conditions set forth in this Section 2.14 and of the Restricted ADR shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs.
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If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia , that the Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of such time Restricted Securities, and (y) instructions from the Company to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, shall (i) eliminate the distinctions and separations that may have been established between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares, (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, and (iii) take all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for inclusion in the applicable book-entry settlement systems.
ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS
AND BENEFICIAL OWNERS OF ADSs
Section 3.1 Proofs, Certificates and Other Information . Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8(a), the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
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Section 3.2 Liability for Taxes and Other Charges . Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8(a)) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners under this section 3.2 shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.
Section 3.3 Representations and Warranties on Deposit of Shares . Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.
Section 3.4 Compliance with Information Requests . Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the Articles of Association, which are made to provide information, inter alia , as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
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Section 3.5 Ownership Restrictions . Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.
Section 3.6 Reporting Obligations and Regulatory Approvals . Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
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ARTICLE IV
THE DEPOSITED SECURITIES
Section 4.1 Cash Distributions . Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such other number of days as the Depositary and the Company may agree to in writing from time to time) prior to the proposed distribution specifying, inter alia , the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (pursuant to Section 4.8), be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.1, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.1, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.1 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
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Section 4.2 Distribution in Shares . Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such other number of days as the Depositary and the Company may agree to in writing from time to time) prior to the proposed distribution, specifying, inter alia , the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
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Section 4.3 Elective Distributions in Cash or Shares . Whenever the Company intends to make a distribution payable at the election of the holders of Deposited Securities in cash or in additional Shares, the Company shall use commercially reasonable efforts to give notice thereof to the Depositary at least forty-five (45) days prior to the proposed distribution specifying, inter alia , the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. For purposes of this Section 4.3, “timely” shall mean the giving of the foregoing notice at least forty-five (45) days prior to the applicable distribution (or such other number of days as the Depositary and the Company may agree to in writing from time to time). Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms described in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed distribution (X) in cash, the distribution shall be made upon the terms described in Section 4.1, or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Section 4.4 Distribution of Rights to Purchase Additional ADSs .
(a) Distribution to ADS Holders . Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall use commercially reasonable efforts to give notice thereof to the Depositary at least sixty (60) days (or such other number of days as the Depositary and the Company may agree to in writing from time to time) prior to the proposed distribution specifying, inter alia , the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such rights to be made available to Holders of ADSs. For purposes of this Section 4.4, “timely” shall mean the giving of the foregoing notice at least sixty (60) days (or such other number of days as the Depositary and the Company may agree to in writing from time to time) prior to the applicable distribution. Upon the timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).
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(b) Sale of Rights . If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7, or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1.
(c) Lapse of Rights . If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights upon the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.
The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.
Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel for the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. A liquid market for rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would realize upon disposal of rights.
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In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.
There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.
Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares .
(a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall use commercially reasonable efforts to give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall make such distribution only if (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 and (iii) the Depositary shall have determined that such distribution is reasonably practicable.
(b) Subject to the conditions in Section 4.5(a) above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (1) cause the proceeds of such sale, if any, to be converted into Dollars and (2) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.
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(d) Neither the Depositary nor the Company shall be liable for (i) any failure to accurately determine whether it is lawful or practicable to make the property described in this Section 4.5 available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form .
Subject to the terms of this Article IV, distributions in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made to the Depositary for the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.
Section 4.7 Redemption . If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give notice thereof to the Depositary at least forty five (45) days (or such other number of days as the Depositary and the Company may agree to in writing from time to time) prior to the intended date of redemption which notice shall set forth the particulars of the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.
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Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for in this Section 4.7, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.7, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.7 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Section 4.8 Conversion of Foreign Currency . Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise.
If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing.
If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
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Section 4.9 Fixing of ADS Record Date . Whenever (a) the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other distribution), (b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or (d) the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ ADS Record Date ”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable record date for the Deposited Securities (if any) set by the Company in the Cayman Islands and shall not announce the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action affects the Deposited Securities). Subject to applicable law and the provisions of Section 4.1 through 4.8 and to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.
Section 4.10 Voting of Deposited Securities . As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner, at the Company’s expense and provided no U.S. legal prohibitions exist, use good faith efforts to distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner in which such voting instructions may be given. The Company shall use commercially reasonable efforts to provide such request to the Depositary at least thirty (30) days prior to the date of the relevant vote or meeting.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by laws or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
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The Depositary has been advised by the Company that under the Articles of Association (as in effect on the date of the Deposit Agreement), voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. The Company has informed the Depositary that, under the Articles of Association (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of the meeting or by certain shareholders present at the meeting in person or by proxy.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions timely received from a majority of Holders of ADSs who timely provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
None of the Company, the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise provided herein). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
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Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws or if the Depositary has not distributed the materials referred to in the first paragraph of this Section 4.10. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary.
There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary, or otherwise take action, in a timely manner.
Section 4.11 Changes Affecting Deposited Securities . Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and the ADSs shall, subject to the provisions of the Deposit Agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes) and receipt of an opinion of counsel to the Company satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1. Neither the Company nor the Depositary shall be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property; provided, that this sentence shall not limit the Company’s obligations or liabilities to the Depositary or any “indemnified person” (as defined in Section 5.8).
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Section 4.12 Available Information . The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website ( www.sec.gov ) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.
Section 4.13 Reports . The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company. The Depositary shall also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6.
Section 4.14 List of Holders . Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.
Section 4.15 Taxation . The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Property under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Property. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Depositary and the Company shall have no obligation or liability to any person if any Holder or Beneficial Owner fails to provide such information or if such information does not reach the relevant tax authorities in time for any Holder or Beneficial Owner to obtain the benefits of any tax treatment. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.
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If the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution ( e.g. , stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit as soon as reasonably practicable to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form reasonably satisfactory to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the Custodian, as applicable. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability.
The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. Upon written request, the Depositary shall, at the expense of the person making the request, promptly provide (i) each Holder and (ii) each person that was a Holder during the period to which the information applies, a copy of any tax-related information provided to the Depositary by the Company for the benefit of such Holders.
ARTICLE V
THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
Section 5.1 Maintenance of Office and Transfer Books by the Registrar . Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement.
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The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs.
The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8(a).
If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up , in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. As promptly as practicable, the Depositary shall notify the Company of any such removal or appointment.
Section 5.2 Exoneration . Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement.
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The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
Section 5.3 Standard of Care . The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without negligence or bad faith.
Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).
The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.
The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.
The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.
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Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary . The Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders.
Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.
Section 5.5 The Custodian . The Depositary has initially appointed Citibank Hong Kong as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company.
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Citibank, N.A. may at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement.
Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.
Section 5.6 Notices and Reports . On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in the English language but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Articles of Association that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.
The Company will also transmit to the Depositary (a) an English language version of the other notices, reports and communications which are made generally available by the Company to holders of its Shares or other Deposited Securities and (b) the English-language versions of the Company’s annual reports prepared in accordance with the applicable requirements of the Commission to extent such notices, reports and communications are not publicly available on the Company’s website or are not otherwise publicly available. The Depositary shall arrange, at the request of the Company and at the Company’s expense, to provide copies thereof to all Holders or make such notices, reports and other communications available to all Holders on a basis similar to that for holders of Shares or other Deposited Securities or on such other basis as the Company may advise the Depositary or as may be required by any applicable law, regulation or stock exchange requirement. The Company has delivered to the Depositary and the Custodian a copy of the Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company in connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein to the extent such amendment or change is not publicly available on the Company’s website or is not otherwise publicly available; provided, that the Company shall give written notice to the Depositary of any such amendment or change that would affect the Depositary’s procedures for voting Deposited Securities. The Depositary may rely upon such copy for all purposes of the Deposit Agreement.
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The Depositary will, at the expense of the Company, make available a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at any other designated transfer office.
Section 5.7 Issuance of Additional Shares, ADSs etc . The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Cayman Islands counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals, if any, have been obtained in the Cayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.).
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Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.
Section 5.8 Indemnification . The Depositary agrees to indemnify the Company and its directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary under the terms hereof due to the negligence or bad faith of the Depositary.
The Company agrees to indemnify the Depositary, the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) that may arise (a) out of, or in connection with, any offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of, or as a result of, any offering documents in respect thereof or (c) out of acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company, in connection with the Deposit Agreement, any ancillary or supplemental agreement entered into between the Company and the Depositary, the ADRs, the ADSs, the Shares, or any Deposited Property, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them; provided, that such exception shall not limit indemnification of any Person acting without negligence or bad faith, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates.
The obligations set forth in this Section shall survive the termination of the Deposit Agreement and the succession or substitution of any party hereto.
Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying person”) of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights to seek indemnification except to the extent the indemnifying person is materially prejudiced by such failure) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without the consent of the indemnifying person, which consent shall not be unreasonably withheld.
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Section 5.9 ADS Fees and Charges . The Company, the Holders, the Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities (or for whom Shares are being deposited or Deposited Securities are being withdrawn) in connection with the issuance and cancellation of ADSs, and persons receiving ADSs upon issuance or whose ADSs are being cancelled shall be required to pay the ADS fees and charges identified as payable by them respectively in the ADS fee schedule attached hereto as Exhibit B . All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.
ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC participant(s) as in effect at the time, provided, in the case of ADSs issued by the Depositary into DTC, that issuance fees and charges may be payable by the person for whom ADSs are being issued. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.
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The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.
Section 5.10 Restricted Securities Owners . The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).
ARTICLE VI
AMENDMENT AND TERMINATION
Section 6.1 Amendment/Supplement . Subject to the terms and conditions of this Section 6.1 and applicable law, the ADRs outstanding at any time, the provisions of the Deposit Agreement and the form of ADR attached hereto and to be issued under the terms hereof may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided , however , that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment ( e.g. , upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and the ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and any ADRs at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and any ADRs in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.
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Section 6.2 Termination . The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “ Termination Date ”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.
If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement.
At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).
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ARTICLE VII
MISCELLANEOUS
Section 7.1 Counterparts . The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Copies of the Deposit Agreement shall be maintained with the Depositary and shall be open to inspection by any Holder during business hours.
Section 7.2 No Third-Party Beneficiaries/Acknowledgments . The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the Cayman Islands, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.
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The Depositary may execute transactions contemplated herein (e.g., foreign currency conversions, and sales of Deposited Property) through one or more divisions of Citibank or through one or more Citibank Affiliates, and any such entity may act as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn and retain revenue from such transactions, including, without limitation, transaction spreads, commissions and other fees and compensation. The Depositary does not guarantee or represent that the price or rate obtained in any such transaction, or the method for obtaining such price or rate, will be the most favorable that could be obtained at that time.
Section 7.3 Severability . In case any one or more of the provisions contained in the Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect . The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.
Section 7.5 Notices . Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to Weidai Ltd., 50/F, West Building, Fortune Finance Center, No. 33 Jiefang East Road, Jianggan District, Hangzhou, Zhejiang Province, People’s Republic of China, Attention : Chief Financial Officer, or to any other address which the Company may specify in writing to the Depositary.
Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New York, New York 10013, U.S.A., Attention : Depositary Receipts Department, or to any other address which the Depositary may specify in writing to the Company.
Any and all notices to be given to any Holder shall be deemed to have been duly given (a) if personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if such Holder shall have filed with the Depositary a request that notices intended for such Holder be mailed to some other address, at the address specified in such request, or (b) if a Holder shall have designated such means of notification as an acceptable means of notification under the terms of the Deposit Agreement, by means of electronic messaging addressed for delivery to the e-mail address designated by the Holder for such purpose. Notice to Holders shall be deemed to be notice to Beneficial Owners for all purposes of the Deposit Agreement. Failure to notify a Holder or any defect in the notification to a Holder shall not affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other Holders. Any notices given to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) constitute notice to the DTC Participants who hold as the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs.
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Delivery of a notice sent by mail, air courier or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box or delivered to an air courier service, without regard for the actual receipt or time of actual receipt thereof by a Holder. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from any Holder, the Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or facsimile transmission shall not be subsequently confirmed by letter.
Delivery of a notice by means of electronic messaging shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s records), notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve such message, or fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate a substitute e-mail address or for any other reason.
Section 7.6 Governing Law and Jurisdiction . The Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).
Except as set forth in the following paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with the Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Cogency Global Inc. (the “ Agent ”) now at 10 East 40th Street, 10th Floor, New York, N.Y. 10016, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
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Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph.
The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, the Deposit Agreement, any ADR or the Deposited Property.
EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).
The provisions of this Section 7.6 shall survive any termination of the Deposit Agreement, in whole or in part.
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Section 7.7 Assignment . Subject to the provisions of Section 5.4, the Deposit Agreement may not be assigned by either the Company or the Depositary.
Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws .
(a) Notwithstanding anything in the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.
(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws
Section 7.9 Cayman Islands Law References . Any summary of the laws and regulations of the Cayman Islands and of the terms of the Articles of Association set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Articles of Association may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update any such summaries.
Section 7.10 Titles and References .
(a) Deposit Agreement . All references in the Deposit Agreement to exhibits, articles, sections, subsections, and other subdivisions refer to the exhibits, articles, sections, subsections and other subdivisions of the Deposit Agreement unless expressly provided otherwise. The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant time between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to sections of the Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in the Deposit Agreement. References to “applicable laws and regulations” shall refer to laws and regulations applicable to ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.
(b) ADRs . All references in any ADR(s) to paragraphs, exhibits, articles, sections, subsections, and other subdivisions refer to the paragraphs, exhibits, articles, sections, subsections and other subdivisions of the ADR(s) in question unless expressly provided otherwise. The words “the Receipt”, “the ADR”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import used in any ADR refer to the ADR as a whole and as in effect at the relevant time, and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender in any ADR shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to paragraphs of any ADR are included for convenience only and shall be disregarded in construing the language contained in the ADR. References to “applicable laws and regulations” shall refer to laws and regulations applicable to the Company, the Depositary, the Custodian, their agents and controlling persons, the ADRs, the ADSs and the Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.
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IN WITNESS WHEREOF, WEIDAI LTD. and CITIBANK, N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of any beneficial interest therein.
WEIDAI LTD. | ||
By: | ||
Name: | ||
Title: |
CITIBANK, N.A. | ||
By: | ||
Name: | ||
Title: |
EXHIBIT A
[FORM OF ADR]
Number | CUSIP NUMBER: _____________ |
_____________ | |
American Depositary Shares (each American Depositary Share representing the right to receive one (1) fully paid Class A ordinary share) |
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED CLASS A ORDINARY SHARES
of
WEIDAI LTD.
(Registered under the laws of the Cayman Islands)
CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited Class A ordinary shares, including evidence of rights to receive such Class A ordinary shares, par value $0.000002 per share (the “Shares”), of Weidai Ltd., an exempted company with limited liability registered under the laws of the Cayman Islands (the “Company”). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank Hong Kong (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.
[REMAINDER OF FORM OF ADR TO BE DRAFTED UPON FINALIZATION OF DEPOSIT AGREEMENT]
A- 1 |
(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises.
Legends
[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing ‘partial entitlement’ Shares of Weidai Ltd. and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”]
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EXHIBIT B
FEE SCHEDULE
ADS FEES AND RELATED CHARGES
All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.
I. ADS Fees
The following ADS fees are payable under the terms of the Deposit Agreement:
Service | Rate | By Whom Paid | ||
(1) Issuance of ADSs ( e.g. , an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below. | Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued. | Person for whom ADSs are issued. | ||
(2) Cancellation of ADSs ( e.g. , a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason). | Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled. | Person for whom ADSs are being cancelled. | ||
(3) Distribution of cash dividends or other cash distributions ( e.g. , upon a sale of rights and other entitlements). | Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. | ||
(4) Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs. | Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. | ||
(5) Distribution of securities other than ADSs or rights to purchase additional ADSs ( e.g. , spin-off shares). | Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. | ||
6) ADS Services. | Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. | Person holding ADSs on the applicable record date(s) established by the Depositary. |
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II. Charges
The Company, Holders, Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled shall be responsible for the following ADS charges under the terms of the Deposit Agreement:
(i) | taxes (including applicable interest and penalties) and other governmental charges; |
(ii) | such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively; |
(iii) | such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or withdrawing Deposited Property or of the Holders and Beneficial Owners of ADSs; |
(iv) | the expenses and charges incurred in the conversion of foreign currency (including transaction spreads); |
(v) | such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Deposited Property, ADSs and ADRs; and |
(vi) | the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the servicing or delivery of Deposited Property. |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated May 25, 2018 (except for Note 2, under the heading Share split , and Note 22, as to which the dates are September 21, 2018 and November 7, 2018 respectively), in Amendment No.3 to the Registration Statement (Form F-1 No. 333-226790) and the related Prospectus of Weidai Ltd. dated November 7, 2018.
/s/ Ernst & Young Hua Ming LLP
Guangzhou, the People’s Republic of China
November 7, 2018