☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Trade
symbol |
Name of each exchange
on which registered |
||
American Depositary Shares, each representing two Class A ordinary shares
|
CANG
|
New York Stock Exchange
|
||
Class A Ordinary Shares, par value US$0.0001 per share*
|
N/A
|
New York Stock Exchange
|
*
|
Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares.
|
Large accelerated filer ☐
|
Accelerated filer ☒ |
Non-accelerated
filer ☐
|
Emerging growth company ☒ |
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
|
U.S. GAAP ☒
|
|
International Financial Reporting Standards as issued
|
|
|
|
Other ☐
|
||
|
by the International Accounting Standards Board ☐
|
|
|
|
* |
Not for trading, but only in connection with the listing on the New York Stock Exchange of the American Depositary Shares
|
CORPORATE GOVERNANCE | 192 | |||||
MINE SAFETY DISCLOSURE | 192 | |||||
192 | ||||||
FINANCIAL STATEMENTS | 192 | |||||
FINANCIAL STATEMENTS | 193 | |||||
EXHIBITS | 193 |
• |
the “Acquisition” are to our acquisition of an additional 50% of equity interest in Shanghai Chejia, which we completed at the end of September 2018; after the completion of the Acquisition, Shanghai Chejia became our wholly-owned consolidated subsidiary;
|
• |
“active dealers” are to dealers which have sold at least one car which is funded by a financing transaction we facilitate in the specified period;
|
• |
“ADSs” are to our American depositary shares, each of which represents two Class A ordinary shares, and “ADRs” are to the American depositary receipts that evidence our ADSs;
|
• |
“CAGR” are to compound annual growth rate;
|
• |
“Can Gu Long Shanghai” are to Can Gu Long (Shanghai) Information Technology Consultation Service Co., Ltd., a company established under the law of the PRC and our wholly-owned subsidiary;
|
• |
“car buyers” are to individuals who have purchased a car;
|
• |
“China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region;
|
• |
“dealers” are to points of sale that are licensed to engage in retail automobile transactions;
|
• |
“Didi Chuxing” are to Xiaoju Kuaizhi Inc., a company organized under the laws of the Cayman Islands, and its affiliates;
|
• |
“exposure at risk” are to the amount of outstanding principal of specified financing transactions as of a specified date;
|
• |
“financial institutions” are to (i) banks and (ii) financing lease companies licensed by the Ministry of Commerce of the PRC;
|
• |
“financing transactions” are to loans and financing leases; financing transactions we facilitate include financing transactions funded by financial institutions and financing transactions funded by Shanghai Chejia; the “amount of financing transactions” refer to the principal amount of financing transactions we facilitated in a specified period;
|
• |
“lower-tier cities” are to cities in China that are not
tier-one
and
tier-two
cities;
|
• |
“M1+ overdue ratio” are to (i) exposure at risk relating to financing transactions for which any installment payment is 30 to 179 calendar days past due as of a specified date, divided by (ii) exposure at risk relating to all financing transactions which remain outstanding as of such date, excluding amounts of outstanding principal that are 180 calendar days or more past due;
|
• |
“M3+ overdue ratio” are to (i) exposure at risk relating to financing transactions for which any installment payment is 90 to 179 calendar days past due as of a specified date, divided by (ii) exposure at risk relating to all financing transactions which remain outstanding as of such date, excluding amounts of outstanding principal that are 180 calendar days or more past due;
|
• |
“MYbank” are to Zhejiang
E-Commerce
Bank Co., Ltd., a limited liability company established under the laws of the PRC;
|
• |
“new car dealers” are to dealers that sell new cars to car buyers, including dealers that sell both new cars and used cars;
|
• |
“OEMs” are to automotive original equipment manufacturer;
|
• |
“ordinary shares” are to our Class A ordinary shares, par value US$0.0001 per share, and Class B ordinary shares, par value US$0.0001 per share;
|
• |
“registered dealers” are to dealers who are registered with our platform;
|
• |
“RMB” or “Renminbi” are to the legal currency of China;
|
• |
“SaaS” are to software as a service;
|
• |
“Shanghai Cango” are to Shanghai Cango Investment and Management Consultation Service Co., Ltd., a company established under the law of the PRC and our consolidated VIE;
|
• |
“Shanghai Chejia” are to Shanghai Chejia Financing Lease Co., Ltd. (formerly translated as “Shanghai Autohome Financing Lease Co., Ltd.”), a company organized under the law of the PRC and our wholly-owned subsidiary after the completion of the Acquisition;
|
• |
“tier-one
and
tier-two
cities” refer to
(i) tier-one
cities in China, namely Beijing, Shanghai, Guangzhou and Shenzhen and
(ii) tier-two
cities in China, namely (a) Tianjin and Chongqing, (b) the provincial capital cities except for Guangzhou, Yinchuan, Xining and Lhasa and (c) several prefecture-level cities, namely, Qingdao, Foshan, Dalian, Ningbo, Suzhou, Wuxi, Xiamen, Dongguan and Wenzhou;
|
• |
“US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States;
|
• |
“we,” “us,” “our company” and “our” are to Cango Inc., its consolidated VIE and/or their respective subsidiaries, as the context requires; and
|
• |
“WeBank” are to Shenzhen Qianhai WeBank Co., Ltd., a limited liability company established under the laws of the PRC;
|
• |
“WP Fintech” are to Warburg Pincus Cango Fintech Investment Company Limited, a British Virgin Islands business company and one of our principal shareholders.
|
• |
our goal and strategies;
|
• |
our expansion plans;
|
• |
our future business development, financial condition and results of operations;
|
• |
our expectations regarding demand for, and market acceptance of, our solutions and services;
|
• |
our expectations regarding keeping and strengthening our relationships with dealers, financial institutions, insurance brokers and companies, car buyers and other platform participants; and
|
• |
general economic and business conditions.
|
ITEM
|
1.
|
ITEM
|
2.
|
ITEM
|
3.
|
A.
|
Selected Financial Data
|
Year Ended December 31,
|
||||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||||||||||
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
US$
|
|||||||||||||||||||
(in thousands, except for share and per share data)
|
||||||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
Loan facilitation income and other related income
|
431,646 | 1,019,081 | 916,280 | 913,837 | 891,837 | 136,680 | ||||||||||||||||||
Leasing income
|
— | — | 59,093 | 300,078 | 286,079 | 43,844 | ||||||||||||||||||
After-market services income
|
1,831 | 26,102 | 100,053 | 205,998 | 241,193 | 36,964 | ||||||||||||||||||
Automobile trading income
|
— | — | 6,584 | 11,414 | 624,774 | 95,751 | ||||||||||||||||||
Others
|
802 | 7,021 | 9,403 | 8,742 | 8,549 | 1,310 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total revenues
|
434,280 | 1,052,204 | 1,091,414 | 1,440,069 | 2,052,432 | 314,549 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating cost and expenses:
|
||||||||||||||||||||||||
Cost of revenue
|
170,044 | 386,054 | 430,059 | 539,267 | 1,098,121 | 168,294 | ||||||||||||||||||
Sales and marketing
|
39,537 | 114,145 | 167,244 | 192,811 | 195,894 | 30,022 | ||||||||||||||||||
General and administrative
|
34,550 | 101,277 | 151,076 | 236,551 | 265,691 | 40,719 | ||||||||||||||||||
Research and development
|
5,000 | 19,419 | 46,709 | 57,406 | 62,596 | 9,593 | ||||||||||||||||||
Net loss/(gain) on risk assurance liabilities
|
744 | (38,867 | ) | (354 | ) | 34,258 | 2,268 | 348 | ||||||||||||||||
Provision for credit losses
|
— | 156 | 19,960 | 56,479 | 109,565 | 16,792 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating cost and expenses
|
|
249,875
|
|
|
582,184
|
|
|
814,695
|
|
|
1,116,772
|
|
|
1,734,135
|
|
|
265,768
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income from operations
|
|
184,405
|
|
|
470,020
|
|
|
276,720
|
|
|
323,296
|
|
|
318,297
|
|
|
48,781
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest and investment income
|
4,099 | 16,164 | 61,465 | 96,005 | 72,807 | 11,158 | ||||||||||||||||||
Income/(loss) from equity method investments
|
(9,988 | ) | 4,856 | 42,685 | (926 | ) | — | — | ||||||||||||||||
Fair value change of equity investment
|
— | — | — | 41,582 | 3,315,476 | 508,119 | ||||||||||||||||||
Interest expense
|
(450 | ) | (12,994 | ) | (19,011 | ) | (13,458 | ) | (2,759 | ) | (423 | ) | ||||||||||||
Foreign exchange gain (loss), net
|
— | (25,403 | ) | 1,447 | 5,141 | (8,848 | ) | (1,356 | ) | |||||||||||||||
Other income, net
|
8,429 | 15,818 | 32,701 | 41,300 | 49,139 | 7,531 | ||||||||||||||||||
Other expenses
|
— | — | — | (5,121 | ) | (838 | ) | (128 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income before income taxes
|
|
186,495
|
|
|
468,460
|
|
|
396,007
|
|
|
487,819
|
|
|
3,743,274
|
|
|
573,682
|
|
||||||
Income tax expenses
|
(53,014 | ) | (119,403 | ) | (89,083 | ) | (82,960 | ) | (369,854 | ) | (56,683 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
|
133,481
|
|
|
349,057
|
|
|
306,924
|
|
|
404,859
|
|
|
3,373,420
|
|
|
516,999
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Less: Net income attributable to the
non-controlling
interest shareholders
|
4,575 | 8,048 | 4,232 | 13,945 | 3,902 | 598 | ||||||||||||||||||
Net income attributable to Cango Inc.’s shareholders
|
|
128,906
|
|
|
341,010
|
|
|
302,692
|
|
|
390,914
|
|
|
3,369,518
|
|
|
516,401
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Earnings per share attributable to ordinary shareholders and Series A-2 convertible preferred shareholder:
|
||||||||||||||||||||||||
Basic:
|
0.51 | 1.35 | ||||||||||||||||||||||
Diluted:
|
0.51 | 1.35 | ||||||||||||||||||||||
Earnings per Class A and Class B ordinary share:
|
||||||||||||||||||||||||
Basic
|
1.08 | 1.29 | 11.21 | 1.72 | ||||||||||||||||||||
Diluted
|
1.08 | 1.29 | 11.09 | 1.70 | ||||||||||||||||||||
Earnings per ADS (two ordinary shares equal to one ADS):
|
||||||||||||||||||||||||
Basic
|
2.17 | 2.59 | 22.43 | 3.44 | ||||||||||||||||||||
Diluted
|
2.16 | 2.58 | 22.18 | 3.40 | ||||||||||||||||||||
Weighted average shares used to compute earnings per share attributable to ordinary shareholders and Series A-2 convertible preferred shareholder: :
|
||||||||||||||||||||||||
Basic:
|
127,149,202 | 127,149,202 | ||||||||||||||||||||||
Diluted:
|
252,831,716 | 252,831,716 | ||||||||||||||||||||||
Weighted average shares used to compute earnings per Class A and Class B share:
|
||||||||||||||||||||||||
Basic
|
279,156,744 | 302,417,352 | 300,484,860 | 300,484,860 | ||||||||||||||||||||
Diluted
|
280,873,806 | 303,283,658 | 303,900,645 | 303,900,645 | ||||||||||||||||||||
Other comprehensive income, net of tax
|
||||||||||||||||||||||||
Unrealized gain/(loss) on
available-for-sale
|
(2,464 | ) | 822 | (147 | ) | — | — | |||||||||||||||||
Reclassification of losses to net income
|
2,065 | — | (276 | ) | — | — | ||||||||||||||||||
Foreign currency translation adjustment
|
— | 109,029 | 10,401 | (234,817 | ) | (35,987 | ) | |||||||||||||||||
Total comprehensive income, net of tax
|
|
133,481
|
|
|
348,659
|
|
|
416,776
|
|
|
414,836
|
|
|
3,138,603
|
|
|
481,012
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income attributable to
non-controlling
interests
|
|
4,575
|
|
|
8,048
|
|
|
4,232
|
|
|
13,945
|
|
|
3,902
|
|
|
598
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income attributable to Cango Inc.’s shareholders
|
|
128,906
|
|
|
340,611
|
|
|
412,544
|
|
|
400,892
|
|
|
3,134,701
|
|
|
480,414
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||||||||||
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
US$
|
|||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Cash and cash equivalents
|
44,989 | 803,271 | 2,912,901 | 2,002,315 | 1,426,900 | 218,682 | ||||||||||||||||||
Restricted cash – current
|
1,011 | 10,060 | 298,900 | 970,994 | 9,693 | 1,486 | ||||||||||||||||||
Short-term investments
|
106,000 | 62,380 | 265,870 | 597,266 | 4,342,357 | 665,495 | ||||||||||||||||||
Accounts receivable, net
|
469 | 85,595 | 86,514 | 148,563 | 141,594 | 21,700 | ||||||||||||||||||
Finance receivables, net
|
— | 832 | 5,421 | 9,104 | 20,106 | 3,081 | ||||||||||||||||||
Short-term finance leasing receivable, net
|
— | — | 1,123,704 | 1,661,082 | 2,035,398 | 311,938 | ||||||||||||||||||
Short-term contract asset
|
— | — | — | 20,688 | 364,619 | 55,880 | ||||||||||||||||||
Prepayment and other current assets
|
11,024 | 144,858 | 61,273 | 117,445 | 558,361 | 85,573 | ||||||||||||||||||
Restricted cash –
non-current
|
— | 319,352 | 668,628 | 873,674 | 878,299 | 134,605 | ||||||||||||||||||
Long-term investments
|
185,800 | 191,003 | 292,099 | 547,889 | — | — | ||||||||||||||||||
Goodwill
|
— | — | 145,064 | 145,064 | 145,064 | 22,232 | ||||||||||||||||||
Long-term contract asset
|
— | — | — | 11,655 | 281,374 | 43,122 | ||||||||||||||||||
Deferred tax assets
|
54,889 | 67,774 | 100,195 | 100,668 | 170,951 | 26,199 | ||||||||||||||||||
Long-term finance lease receivables –
non-current,
net
|
— | — | 1,282,457 | 1,448,958 | 1,454,500 | 222,912 | ||||||||||||||||||
Total assets
|
|
714,857
|
|
|
1,996,868
|
|
|
7,301,140
|
|
|
8,736,574
|
|
|
12,145,933
|
|
|
1,861,446
|
|
||||||
Short-term debts
|
— | — | 660,000 | 1,439,750 | 355,817 | 54,531 | ||||||||||||||||||
Long-term debts – current
|
— | — | 467,194 | 863,419 | 1,228,784 | 188,319 | ||||||||||||||||||
Accrued expenses and other current liabilities
|
85,854 | 328,523 | 211,459 | 278,690 | 324,734 | 49,768 | ||||||||||||||||||
Risk assurance liabilities
|
149,788 | 129,935 | 173,210 | 259,952 | 460,829 | 70,625 | ||||||||||||||||||
Long-term borrowings –
non-current
|
189,573 | 175,000 | 472,793 | 301,668 | 977,791 | 149,853 | ||||||||||||||||||
Total liabilities
|
|
503,769
|
|
|
736,860
|
|
|
2,045,773
|
|
|
3,244,914
|
|
|
3,770,723
|
|
|
577,889
|
|
||||||
Total mezzanine equity
|
|
3,941,846
|
|
|
3,941,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total shareholders’ (deficit)/equity
|
|
(3,730,759
|
)
|
|
(2,681,838
|
)
|
|
5,255,367
|
|
|
5,491,660
|
|
|
8,375,209
|
|
|
1,283,557
|
|
|
For the year ended December 31,
|
|||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||||||||||
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
US$ |
|||||||||||||||||||
Net income
|
133,481 | 349,057 | 306,924 | 404,859 | 3,373,420 | 516,999 | ||||||||||||||||||
Add: ESOP Expenses
(1)
|
— | — | 33,411 | 82,266 | 78,755 | 12,070 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted net income
|
|
133,481
|
|
|
349,057
|
|
|
340,335
|
|
|
487,125
|
|
|
3,452,175
|
|
|
529,069
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Less: Net income attributable to the noncontrolling interest shareholders
|
4,575 | 8,048 | 4,232 | 13,945 | 3,902 | 598 | ||||||||||||||||||
Adjusted net income attributable to Cango Inc.’s ordinary shareholders
|
|
128,906
|
|
|
341,010
|
|
|
336,103
|
|
|
473,180
|
|
|
3,448,273
|
|
|
528,471
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted net income per
ADS-basic
(2)
|
|
1.02
|
|
|
2.70
|
|
|
2.41
|
|
|
3.13
|
|
|
22.95
|
|
|
3.52
|
|
||||||
Adjusted net income per
ADS-diluted
(2)
|
|
1.02
|
|
|
2.70
|
|
|
2.39
|
|
|
3.12
|
|
|
22.69
|
|
|
3.48
|
|
||||||
Weighted average ADS outstanding—basic
|
63,574,601 | 63,574,601 | 139,578,372 | 151,208,676 | 150,242,430 | 150,242,430 | ||||||||||||||||||
Weighted average ADS outstanding—diluted
|
126,415,858 | 126,415,858 | 140,436,903 | 151,641,829 | 151,950,322 | 151,950,322 |
(1) |
ESOP Expenses are allocated in operating cost and expenses as follows:
|
For the year ended December 31,
|
||||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||||||||||
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
RMB |
(Unaudited)
US$ |
|||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Cost of revenue
|
— | — | 1,370 | 3,373 | 3,075 | 471 | ||||||||||||||||||
Sales and marketing
|
— | — | 7,117 | 17,523 | 16,003 | 2,453 | ||||||||||||||||||
General and administrative
|
— | — | 23,187 | 57,093 | 55,591 | 8,520 | ||||||||||||||||||
Research and development
|
— | — | 1,737 | 4,278 | 4,085 | 626 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
ESOP Expenses
|
— | — |
|
33,411
|
|
|
82,266
|
|
|
78,755
|
|
|
12,070
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
Each ADS represents two ordinary shares.
|
B.
|
Capitalization and Indebtedness
|
C.
|
Reasons for the Offer and Use of Proceeds
|
D.
|
Risk Factors
|
• |
offer automotive financing solutions to a growing number of car buyers;
|
• |
maintain and enhance our relationships and business collaboration with dealers, financial institutions, insurance brokers and companies and other platform participants;
|
• |
charge competitive service fees to platform participants while driving the growth and profitability of our business;
|
• |
maintain low overdue ratios of financing transactions we facilitate;
|
• |
comply with complex and evolving laws and regulations;
|
• |
improve our operational efficiency;
|
• |
attract, retain and motivate talented employees, particularly sales and marketing, risk management as well as research and development personnel to support our business growth;
|
• |
enhance our technology infrastructure to support the growth of our business and maintain the security of our system and the confidentiality of the information provided and collected across our system;
|
• |
navigate economic conditions and fluctuations;
|
• |
successfully implement our business strategies and offer new services, such as automobile trading solutions; and
|
• |
defend ourselves against legal and regulatory actions, such as actions involving intellectual property or data privacy claims.
|
• |
become delinquent in the payment of an outstanding obligation;
|
• |
defaulted on a
pre-existing
debt obligation;
|
• |
taken on additional debt, including pledging the car as collateral for such debt; or
|
• |
sustained other adverse financial events.
|
• |
our failure to predict market demand accurately and supply solutions and services that meet this demand in a timely fashion;
|
• |
platform participants may not like, find useful or agree with any changes we make;
|
• |
our failure to properly price new solutions and services;
|
• |
negative publicity about our solutions and services or our platform’s performance or effectiveness;
|
• |
failure to seamlessly integrate our technology system with those of existing or new financial institutions we collaborate with;
|
• |
failure to evaluate credit applications efficiently;
|
• |
views taken by regulatory authorities that the new solutions and services or platform changes do not comply with PRC laws, rules or regulations applicable to us; and
|
• |
the introduction or anticipated introduction of competing solutions and services by our competitors.
|
• |
maintain the quality and reliability of our platform;
|
• |
maintain and develop relationships with dealers, financial institutions, insurance brokers and insurance companies;
|
• |
maintain and develop relationships with OEMs;
|
• |
provide prospective car buyers and existing car buyers with superior experiences;
|
• |
enhance and improve our credit assessment of car buyers;
|
• |
effectively manage and resolve any complaints of dealers, financial institutions or car buyers; and
|
• |
effectively protect personal information and privacy of car buyers and any sensitive data received from financial institutions.
|
• |
our ability to attract new car buyers;
|
• |
our ability to maintain existing relationships with business partners and establish new relationships with additional business partners, such as dealers, financial institutions and OEMs;
|
• |
the amount of financing transactions, automobile trading transactions and insurance transactions on our platform;
|
• |
overdue ratios of financing transactions we facilitate;
|
• |
the mix of solutions and services we offer;
|
• |
the amount and timing of our operating cost and expenses and the maintenance and expansion of our business, operations and infrastructure;
|
• |
financial institutions’ willingness and ability to fund financing transactions through our platform on reasonable terms;
|
• |
our emphasis on experience of car buyers, instead of near-term growth;
|
• |
the timing of expenses related to the development or acquisition of technologies or businesses;
|
• |
proper and sufficient accounting policies with respect to our risk assurance liabilities and implementation;
|
• |
network outages or security breaches;
|
• |
general economic, industry and market conditions; and
|
• |
changes in applicable laws and regulations.
|
• |
the growth in car ownership and the rate of any such growth;
|
• |
changes in car buyer demographics, tastes and preferences;
|
• |
changing financing behavior of car buyers;
|
• |
the selection, price and popularity of cars offered by dealers and OEMs; and
|
• |
whether alternative channels or business models that better address the needs of car buyers emerge in China.
|
• |
difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;
|
• |
inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology;
|
• |
difficulties in retaining, training, motivating and integrating key personnel;
|
• |
diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses;
|
• |
strain on our liquidity and capital resources;
|
• |
difficulties in executing intended business plans and achieving synergies from such strategic investments or acquisitions;
|
• |
difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization;
|
• |
difficulties in retaining relationships with existing dealers, financial institutions, car buyers, employees and other partners of the acquired business;
|
• |
risks of entering markets in which we have limited or no prior experience;
|
• |
regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary
pre-closing
or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business;
|
• |
assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;
|
• |
liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
|
• |
unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
|
• |
the composition of our board of directors and, through it, any determinations with respect to our operations, business direction and policies, including the appointment and removal of officers;
|
• |
any determinations with respect to mergers or other business combinations;
|
• |
our disposition of substantially all of our assets; and
|
• |
any change in control.
|
• |
revoking our business and operating licenses;
|
• |
levying fines on us;
|
• |
confiscating any of our income that they deem to be obtained through illegal operations;
|
• |
shutting down our services;
|
• |
discontinuing or restricting our operations in China;
|
• |
imposing conditions or requirements with which we may not be able to comply;
|
• |
requiring us to change our corporate structure and contractual arrangements;
|
• |
restricting or prohibiting our use of the proceeds from overseas offering to finance our consolidated VIE’s business and operations; and
|
• |
taking other regulatory or enforcement actions that could be harmful to our business.
|
• |
regulatory developments affecting us or our industry;
|
• |
announcements of studies and reports relating to the quality of our credit offerings or those of our competitors;
|
• |
changes in the economic performance or market valuations of other transaction service platforms;
|
• |
actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;
|
• |
changes in financial estimates by securities research analysts;
|
• |
conditions in the markets for car buyers and for financing facilitation services;
|
• |
announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments;
|
• |
additions to or departures of our senior management;
|
• |
fluctuations of exchange rates between the Renminbi and the U.S. dollar;
|
• |
release or expiry of
lock-up
or other transfer restrictions on our outstanding shares or ADSs; and
|
• |
sales or perceived potential sales of additional Class A ordinary shares or ADSs.
|
• |
at least 75% of our gross income is passive income, or
|
• |
at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.
|
ITEM
|
4.
|
A.
|
History and Development of the Company
|
B.
|
Business Overview
|
• |
B2B transactions
non-4S
dealers source cars cost-efficiently and help OEMs better address market demands across China, especially in lower-tier cities. As part of our SaaS solutions, we offer dealers a mobile application on which they can search and view car models available on our platform and place orders. We periodically update the selection of car models based on new car launches and demands by dealers. When placing an order, a dealer is required to pay a deposit, which represents a percentage of the total purchase price. We purchase cars from OEMs based on orders from dealers. Dealers are required to pay purchase prices in full and pick up cars from local warehouses maintained by OEMs or us before specific deadlines. If dealers fail to make timely payments, their deposits are forfeited and we will seek to sell the relevant cars to other buyers.
|
• |
B2C transactions
|
• |
Credit origination
|
• |
Credit assessment
in-depth
collaboration with financial institutions and incorporate the credit policies and standards of these financial institutions into our credit assessment system. Our IT system is also highly integrated with financial institutions with which we directly collaborate. As such, we provide significant value to facilitate the ultimate credit decision making process of financial institutions by enhancing its efficiency. For example, it only takes less than two hours on average from submission of credit application to credit decision. In some instances, credit decisions can be provided in less than half an hour.
|
• |
Credit servicing
|
• |
Delinquent asset management
in-person
visits, recovery, disposal and legal actions. We have established a nationwide network of external counsel to supplement our own resources. Our
in-house
team is also closely involved in each stage of the delinquent asset management process to ensure compliance with the relevant laws and regulations.
|
• |
Automotive Financing Solutions
|
Year ended December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Financing transactions funded by third-party financial institutions
|
19,937,411 | 91.8 | 25,969,896 | 92.6 | 27,161,201 | 4,162,636 | 98.1 | |||||||||||||||||||||
Financing transactions funded by Shanghai Chejia
|
1,781,983 | 8.2 | 2,084,397 | 7.4 | 536,538 | 82,228 | 1.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
21,719,395
|
|
|
100.0
|
|
|
28,054,293
|
|
|
100.0
|
|
|
27,697,739
|
|
|
4,244,864
|
|
|
100.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||||
March 31,
|
June 30,
|
September 30,
|
December 31,
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
|||||||||||||||||||||||||
2019
|
2020
|
|||||||||||||||||||||||||||||||
Number of credit applications
|
128,243 | 121,307 | 110,331 | 173,059 | 74,339 | 92,711 | 131,037 | 180,811 | ||||||||||||||||||||||||
Number of financing transactions facilitated
|
99,242 | 87,947 | 79,728 | 123,223 | 57,905 | 63,541 | 86,329 | 121,518 |
• |
Purchase Facilitation
|
As of / in the three months ended
|
||||||||||||||||||||||||||||||||
March 31,
|
June 30,
|
September 30,
|
December 31,
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
|||||||||||||||||||||||||
2019
|
2020
|
|||||||||||||||||||||||||||||||
Registered dealers at end of period
|
47,879 | 48,367 | 49,396 | 49,238 | 45,688 | 44,521 | 46,248 | 48,487 | ||||||||||||||||||||||||
Active dealers (%)
|
36.6 | 35.5 | 35.1 | 43.0 | 32.7 | 34.3 | 38.7 | 40.6 |
As of December 31,
|
||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||
Number
|
%
|
Number
|
%
|
Number
|
%
|
|||||||||||||||||||
Tier-one
and
tier-two
cities
|
12,684 | 27.2 | 13,536 | 27.5 | 13,014 | 26.8 | ||||||||||||||||||
Lower-tier cities
|
33,881 | 72.8 | 35,702 | 72.5 | 35,473 | 73.2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
46,565
|
|
|
100.0
|
|
|
49,238
|
|
|
100.0
|
|
|
48,487
|
|
|
100.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||
Number
|
%
|
Number
|
%
|
Number
|
%
|
|||||||||||||||||||
4S dealers
|
8,342 | 17.9 | 9,231 | 18.7 | 9,214 | 19.0 | ||||||||||||||||||
Non-4S
dealers
|
38,223 | 82.1 | 40,007 | 81.3 | 39,273 | 81.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
46,565
|
|
|
100.0
|
|
|
49,238
|
|
|
100.0
|
|
|
48,487
|
|
|
100.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
• |
Self-operated sales model
in-house
sales team, who will come to the dealer’s store and explain the terms of our automotive financing solutions to the prospective car buyer and offers assistance in completing the credit application. Our sales team then uploads the credit application to our online system for our credit assessment team to evaluate.
|
• |
Dealer financial manager model
|
• |
Sales agent model
|
As of December 31,
|
||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||
Number
|
%
|
Number
|
%
|
Number
|
%
|
|||||||||||||||||||
Self-operated sales model
|
41,411 | 88.9 | 46,586 | 94.6 | 45,990 | 94.9 | ||||||||||||||||||
Dealer financial manager model
|
1,055 | 2.3 | 879 | 1.8 | 1,958 | 4.0 | ||||||||||||||||||
Sales agent model
|
4,099 | 8.8 | 1,773 | 3.6 | 539 | 1.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
46,565
|
|
|
100.0
|
|
|
49,238
|
|
|
100.0
|
|
|
48,487
|
|
|
100.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
For the year ending December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Self-operated sales model
|
18,333,271 | 84.4 | 26,030,152 | 92.8 | 25,364,140 | 3,887,225 | 91.6 | |||||||||||||||||||||
Dealer financial manager model
|
1,916,017 | 8.8 | 1,555,218 | 5.5 | 2,270,661 | 347,994 | 8.2 | |||||||||||||||||||||
Sales agent model
|
1,470,106 | 6.8 | 468,923 | 1.7 | 62,938 | 9,645 | 0.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
21,719,395
|
|
|
100.0
|
|
|
28,054,293
|
|
|
100.0
|
|
|
27,697,739
|
|
|
4,244,864
|
|
|
100.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ending December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Financing transactions funded by third-party financial institutions:
|
||||||||||||||||||||||||||||
Direct partnership model
|
10,832,748 | 49.8 | 20,851,684 | 74.4 | 17,248,796 | 2,643,494 | 62.3 | |||||||||||||||||||||
Co-partnership
model
|
9,104,663 | 42.0 | 5,118,212 | 18.2 | 9,912,405 | 1,519,142 | 35.8 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total financing transactions funded by third-party financial institutions
|
|
19,937,411
|
|
|
91.8
|
|
|
25,969,896
|
|
|
92.6
|
|
|
27,161,201
|
|
|
4,162,636
|
|
|
98.1
|
|
|||||||
Financing transactions funded by Shanghai Chejia
|
1,781,983 | 8.2 | 2,084,397 | 7.4 | 536,538 | 82,228 | 1.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
21,719,395
|
|
|
100.0
|
|
|
28,054,293
|
|
|
100.0
|
|
|
27,697,739
|
|
|
4,244,864
|
|
|
100.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ending December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Outstanding principal of financing transactions funded by third-party financial institutions:
|
||||||||||||||||||||||||||||
Direct partnership model
|
20,733,146 | 60.5 | 26,734,880 | 66.8 | 29,367,657 | 4,500,791 | 67.5 | |||||||||||||||||||||
Co-partnership
model
|
11,540,508 | 33.7 | 10,533,733 | 26.3 | 12,311,059 | 1,886,752 | 28.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total outstanding principal of financing transactions funded by third-party financial institutions
|
|
32,273,655
|
|
|
94.2
|
|
|
37,268,613
|
|
|
93.1
|
|
|
41,678,716
|
|
|
6,387,543
|
|
|
95.8
|
|
|||||||
Outstanding principal of financing transactions funded by Shanghai Chejia
|
1,982,722 | 5.8 | 2,763,137 | 6.9 | 1,826,119 | 279,865 | 4.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
34,256,376
|
|
|
100.0
|
|
|
40,031,750
|
|
|
100.0
|
|
|
43,504,835
|
|
|
6,667,408
|
|
|
100.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• |
Insurance Brokers and Companies
|
• |
Online Automotive Advertising Platforms
|
• |
OEMs
OEM-sponsored
subsidy programs. We enable collaboration between OEMs and financial institutions to design
low-interest
financing solutions for car buyers. As of December 31, 2020, 14 OEMs participated in our platform by subsidizing
low-interest
financing transactions that we facilitate. Our platform creates significant value for OEMs, as we help them extend their sales channels through our vast dealer network, and our automotive financing solutions make their cars more affordable to prospective car buyers. We plan to broaden the offering of subsidized financing solutions through collaboration with foreign and sino-foreign joint venture OEMs as well as national banks. As the financing solutions will be marketed to prospective car buyers with stronger credit profiles, we expect to seize new market opportunities while improving our credit performance through such strategy. We started to significantly expand the number of automobile trading transactions in the third quarter of 2020. In connection with such transactions, we purchase cars from OEMs based on orders from dealers and
on-sell
cars to the relevant dealers. We aim to help OEMs better address market demands across China, especially in lower-tier cities.
|
(1) |
After receiving the credit application from a car buyer, we utilize our credit assessment system to perform the initial evaluation. To assist financial institutions in making ultimate credit decisions, we refer qualified credit applications to such financial institutions, which perform independent credit assessment.
|
(2) |
After the credit application is approved, the car buyer enters into a loan agreement with the financial institution. The car buyer is required to make the down payment to the dealer. On behalf of the car buyer, the financial institution pays the purchase price of the car, net of the down payment, to the dealer.
|
(3) |
The car buyer is required to pledge the car as collateral in favor of the financial institution. The pledge is registered with local government authorities.
|
(4) |
The financial institution pays us service fees. A dealer may receive commissions from us or the relevant financial institution, depending on the arrangement among us, the dealer and the relevant financial institution.
|
(5) |
In the form of automatic payments, the car buyer repays principal and interest in installments to the financial institution. The financial institution’s security interest in the collateral is released upon the full repayment of the loan.
|
(1) |
Prospective car buyers submit lease applications to us, and we process these applications by utilizing our credit assessment system.
|
(2) |
After we approve a lease application, the car buyer enters into a lease agreement with us, and we are identified as the lessor. The car buyer is required to make the down payment to the dealer. We fund the remainder of the purchase price to the dealer. The car is then delivered to the car buyer, who temporarily obtains title to the car.
|
(3) |
The car buyer is contractually required to transfer the title to us. In order to simplify the transaction process, we do not require the car buyer to register the transfer with the government authorities.
|
(4) |
In addition, we require the car buyer to pledge the car as collateral for the car buyer’s payment obligations under the lease.
|
(5) |
The car buyer is required to designate a bank account for repayments and authorize automatic lease payments from such account. The payments are made in monthly installments. We have the right to recover the collateral in the event of default.
|
(6) |
Upon the expiration of the lease term, we transfer the title back to the car buyer, and our security interest in the collateral is also released.
|
• |
Down payments
|
• |
Principal
|
• |
Interest rate
|
• |
Installments
|
• |
Prepayment
|
• |
Late payment penalty fee
|
(1) |
Automated reminders
|
(2) |
Live phone calls
|
(3) |
In-person
visits
in-person
visits when we determine such measures are warranted. Around 50 members of our delinquent asset management team are responsible for this task. We view the visits as opportunities to collect repayments as well as to investigate the status of the collateral.
|
(4) |
Recovery
|
(5) |
Disposal
on-site
visits to ensure these warehouses are suitable for automotive storage and are properly guarded to prevent theft.
|
(6) |
Legal actions
|
• |
Integration with financial institutions
|
• |
Mobile applications
|
Mobile Application
|
User Type
|
Main Functions
|
||
Cango Car Loan | Car buyers | Car buyers can select cars available on our dealer network as well as submit credit applications to purchase these cars with financing leases offered by Shanghai Chejia. | ||
Car Owner eGeneration | Car buyers | We provide information relating to insurance products and financing solutions we facilitate. We also provide customer support, traffic infraction inquiries, vehicle valuation and other services through this mobile application. | ||
Cango Financial Services | Our sales team, dealer financial managers and sales agents | Users of the mobile application are able to receive real time updates for automotive financing solutions on our platform. They can also verify prospective car buyers’ identities using facial recognition function, submit credit applications, receive credit decisions and arrange for electronic signing of financing transaction documents through this mobile application. | ||
Our
in-house
sales team uses the mobile application to engage new dealers and monitor existing dealers’ sales efforts.
|
||||
We also utilize the mobile application to assign tasks to personnel involved in our sales efforts and monitor the status of our sales efforts based on 42 parameters. | ||||
Jingang—Warehousing | Warehouse staff | The mobile application allows us to effectively manage warehouse staff. We send notices before delivering recovered cars to the warehouses. The warehouse staff provide us with confirmations when they receive the cars. We also notify the warehouse staff when we need to deliver the cars to the relevant purchasers or car buyers. | ||
Cango GPS | Our delinquent asset management team | Users of the mobile application are able to locate the collateral to facilitate the delinquent asset management process. |
• |
Credit assessment and data security
|
• |
Dealer SaaS Solutions
|
• |
Telematics
|
C.
|
Organizational Structure
|
(1) |
Include Shanghai Wangjin Investment Management Co., Ltd. (controlled by Mr. Xiaojun Zhang), Mr. Jiayuan Lin, Warburg Pincus Financial Global Ltd., Tencent Mobility Limited, Shanghai Xiehuai Investment Management L.P., the Taikang Onshore Entities (including Taikang Life Insurance Co., Ltd. and Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership)) and Shanghai Huaiyuan Investment Management L.P. (of which Shouyan Xu is the general partner) respectively hold 15.6%, 15.8%, 21.1%, 12.5%, 8.4%, 6.3% and 5.2% of equity interests in Shanghai Cango. The remaining equity interests in Shanghai Cango are held by nine other shareholders. Each shareholder of Shanghai Cango is either an affiliate of or identical to a shareholder of Cango Inc. For information as to the principal shareholders of Cango Inc., see “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
|
(2) |
Includes 25 subsidiaries that are majority owned by Shanghai Cango. These subsidiaries are located in various cities across China and are primarily involved in providing automotive financing facilitation services to financial institutions and car buyers.
|
(3) |
Primarily involved in the operation of our automobile trading, including purchasing cars from OEMs to facilitate the sales of such cars to our registered dealers. One subsidiary, Shanghai Quanpin Insurance Brokerage Co., Ltd., wholly owns Fushun Insurance Brokerage Co., Ltd., which operates our insurance brokerage business.
|
(4) |
Includes 28 subsidiaries that are wholly-owned by Shanghai Chejia, which primarily engages in providing financing leases to car buyers. Shanghai Cango, our consolidate VIE, currently owns 61.25% equity interest (directly and through Shanghai Wangtian Investment Co., Ltd., its wholly-owned subsidiary) in Shanghai Chejia and Express Group Development Limited, our wholly-owned consolidated subsidiary, owns 38.75% equity interest in Shanghai Chejia. As a result, Shanghai Chejia is our wholly-owned consolidated subsidiary.
|
• |
exercise effective control over our consolidated VIE and its subsidiaries;
|
• |
receive substantially all the economic benefits of our consolidated VIE; and
|
• |
have an exclusive option to purchase all or part of the equity interests in the equity interest in or all or part of the assets of Shanghai Cango when and to the extent permitted by PRC law.
|
• |
the ownership structures of Can Gu Long and our consolidated VIE in China do not violate any applicable PRC law, regulation, or rule currently in effect; and
|
• |
the contractual arrangements among Can Gu Long, Shanghai Cango and its shareholders governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and do not violate any applicable PRC law, regulation, or rule currently in effect, except that the pledges in respect of Shanghai Cango’s equity interests would not be deemed validly created until they are registered with the local administration for market regulation.
|
D.
|
Facilities
|
ITEM 4A.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
A.
|
Operating Results
|
For the Year Ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
Number of financing transactions facilitated
|
356,576 | 390,140 | 329,293 | |||||||||
Number of B2B and B2C transactions
|
66 | 118 | 4,999 |
As of / For the Year Ended December 31,
|
||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||
RMB
|
RMB
|
RMB
|
US$
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Outstanding principal of financing transactions facilitated
|
34,256,376 | 40,031,750 | 43,504,835 | 6,667,408 | ||||||||||||
Amount of financing transactions facilitated
|
21,719,395 | 28,054,293 | 27,697,739 | 4,244,864 |
As of
|
||||||||||||||||||||||||||||||||||||||||||||||||
March
|
June
|
September
|
December
|
March
|
June
|
September
|
December
|
March
|
June
|
September
|
December
|
|||||||||||||||||||||||||||||||||||||
31,
|
30,
|
30,
|
31,
|
31,
|
30,
|
30,
|
31,
|
31,
|
30,
|
30,
|
31,
|
|||||||||||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||||||||||||||||||||||
(%)
|
||||||||||||||||||||||||||||||||||||||||||||||||
M1+ overdue ratio
|
1.09 | 0.92 | 0.83 | 0.74 | 0.77 | 0.72 | 0.85 | 0.85 | 2.00 | 1.59 | 1.11 | 0.98 | ||||||||||||||||||||||||||||||||||||
M3+ overdue ratio
|
0.46 | 0.46 | 0.36 | 0.37 | 0.37 | 0.30 | 0.33 | 0.40 | 0.56 | 0.84 | 0.53 | 0.42 |
As of / in the Year Ended December 31,
|
||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||
RMB
|
RMB
|
RMB
|
US$
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Balance at the beginning of the period
|
129,935 | 173,210 | 259,952 | 39,839 | ||||||||||||
Fair value of risk assurance liabilities upon the inception of new loans
|
121,329 | 166,911 | 348,921 | 53,475 | ||||||||||||
Performed risk assurance liabilities
|
(77,700 | ) | (114,427 | ) | (150,313 | ) | (23,036 | ) | ||||||||
Net loss/(gain) on risk assurance liabilities
|
(354 | ) | 34,258 | 2,268 | 348 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at the closing of the period
|
173,210 | 259,952 | 460,829 | 70,625 | ||||||||||||
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||
Loan facilitation income and other related income
|
916,280 | 84.0 | 913,837 | 63.5 | 891,837 | 136,680 | 43.5 | |||||||||||||||||||||
Leasing income
|
59,093 | 5.4 | 300,078 | 20.8 | 286,079 | 43,844 | 13.9 | |||||||||||||||||||||
After-market services income
|
100,053 | 9.2 | 205,998 | 14.3 | 241,193 | 36,964 | 11.8 | |||||||||||||||||||||
Automobile trading income
|
6,584 | 0.6 | 11,414 | 0.8 | 624,774 | 95,751 | 30.4 | |||||||||||||||||||||
Others
|
9,403 | 0.9 | 8,742 | 0.6 | 8,549 | 1,310 | 0.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
1,091,414
|
|
|
100.0
|
|
|
1,440,069
|
|
|
100.0
|
|
|
2,052,432
|
|
|
314,549
|
|
|
100.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Operating cost and expenses:
|
||||||||||||||||||||||||||||
Cost of revenue
|
430,059 | 39.4 | 539,267 | 37.4 | 1,098,121 | 168,294 | 53.5 | |||||||||||||||||||||
Sales and marketing
|
167,244 | 15.3 | 192,811 | 13.4 | 195,894 | 30,022 | 9.5 | |||||||||||||||||||||
General and administrative
|
151,076 | 13.8 | 236,551 | 16.4 | 265,691 | 40,719 | 12.9 | |||||||||||||||||||||
Research and development
|
46,709 | 4.3 | 57,406 | 4.0 | 62,596 | 9,593 | 3.0 | |||||||||||||||||||||
Net loss/(gain) on risk assurance liabilities
|
(354 | ) | (0.0 | ) | 34,258 | 2.4 | 2,268 | 348 | 0.1 | |||||||||||||||||||
Provision for credit losses
|
19,960 | 1.8 | 56,479 | 3.9 | 109,565 | 16,792 | 5.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
814,695
|
|
|
74.6
|
|
|
1,116,772
|
|
|
77.5
|
|
|
1,734,135
|
|
|
265,768
|
|
|
84.5
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||||||||||||||
Cost of revenue:
|
||||||||||||||||||||||||||||
Cost of vehicle
|
6,597 | 0.6 | 11,176 | 0.8 | 619,227 | 94,901 | 30.2 | |||||||||||||||||||||
Leasing interest expense
|
21,223 | 1.9 | 116,966 | 8.1 | 132,323 | 20,279 | 6.4 | |||||||||||||||||||||
Commission to car dealerships
|
203,846 | 18.7 | 158,101 | 11.0 | 117,986 | 18,082 | 5.7 | |||||||||||||||||||||
Staff incentive
|
71,539 | 6.6 | 98,173 | 6.8 | 84,047 | 12,881 | 4.1 | |||||||||||||||||||||
Staff cost
|
59,631 | 5.5 | 72,999 | 5.1 | 73,975 | 11,337 | 3.6 | |||||||||||||||||||||
Others
|
67,223 | 6.2 | 81,852 | 5.7 | 70,563 | 10,814 | 3.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total
|
|
430,059
|
|
|
39.4
|
|
|
539,267
|
|
|
37.4
|
|
|
1,098,121
|
|
|
168,294
|
|
|
53.5
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• |
Identify the contract(s) with a customer;
|
• |
Identify the performance obligations in the contract;
|
• |
Determine the transaction price;
|
• |
Allocate the transaction price to the performance obligations in the contract; and
|
• |
Recognize revenue when (or as) the entity satisfies a performance obligation.
|
As of
|
||||||||||||
25-May-18
|
15-Feb-19
|
15-Oct-20
|
||||||||||
Risk-free interest rate (%)
|
2.93 | 2.66 | 0.74 | |||||||||
Volatility (%)
|
38.7 | 38.7 | 37.6 | |||||||||
Expected exercise multiple
|
2.8 | 2.3 | 2.3 | |||||||||
Dividend yield
|
Nil | Nil | Nil | |||||||||
Expected life (in years)
|
10 | 10 | 10 | |||||||||
Exercise price (US$)
|
1.7951 | 1.7951 | 1.7951 | |||||||||
Fair value of ordinary shares (RMB)
|
37.82 | 26.8 | 19.03 |
• |
Weighted average cost of capital, or WACC: The discount rates we listed in the table above were based on the WACCs determined based on a consideration of the factors, including risk-free rate, comparative industry risk, equity risk premium, company size and
non-systematic
risk factors.
|
• |
Comparable companies: In deriving the WACCs, which are used as the discount rates under the income approach, nine publicly traded companies were selected for reference as our guideline companies. The guideline companies were selected based on the following criteria: (i) online retail and mobile commerce companies or companies that provide credit facilitation services and (ii) China-based companies that are publicly listed in the United States, publicly listed companies in China and United States-based publicly listed companies.
|
• |
Discount for lack of marketability, or DLOM: DLOM was quantified by the Finnerty’s Average-Strike put options model. Under this option-pricing model, which assumed that the put option is struck at the average price of the stock before the privately held shares can be sold, the cost of the put option was considered as a basis to determine the DLOM. This option pricing model is one of the methods commonly used in estimating DLOM as it can take into consideration factors like timing of a liquidity event, such as an initial public offering, and estimated volatility of our shares. The farther the valuation date is from an expected liquidity event, the higher the put option value and thus the higher the implied DLOM. The lower DLOM is used for the valuation, the higher is the determined fair value of the ordinary shares.
|
Year Ended December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||
Loan facilitation income and other related income
|
916,280 | 84.0 | 913,837 | 63.5 | 891,837 | 136,680 | 43.5 | |||||||||||||||||||||
Leasing income
|
59,093 | 5.4 | 300,078 | 20.8 | 286,079 | 43,844 | 13.9 | |||||||||||||||||||||
After-market services income
|
100,053 | 9.2 | 205,998 | 14.3 | 241,193 | 36,964 | 11.8 | |||||||||||||||||||||
Automobile trading income
|
6,584 | 0.6 | 11,414 | 0.8 | 624,774 | 95,751 | 30.4 | |||||||||||||||||||||
Others
|
9,403 | 0.9 | 8,742 | 0.6 | 8,549 | 1,310 | 0.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues
|
|
1,091,414
|
|
|
100.0
|
|
|
1,440,069
|
|
|
100.0
|
|
|
2,052,432
|
|
|
314,549
|
|
|
100.0
|
|
|||||||
Operating cost and expenses:
|
||||||||||||||||||||||||||||
Cost of revenue
|
430,059 | 39.4 | 539,267 | 37.4 | 1,098,121 | 168,294 | 53.5 | |||||||||||||||||||||
Sales and marketing
|
167,244 | 15.3 | 192,811 | 13.4 | 195,894 | 30,022 | 9.5 | |||||||||||||||||||||
General and administrative
|
151,076 | 13.8 | 236,551 | 16.4 | 265,691 | 40,719 | 12.9 | |||||||||||||||||||||
Research and development
|
46,709 | 4.3 | 57,406 | 4.0 | 62,596 | 9,593 | 3.0 | |||||||||||||||||||||
Net (gain) loss on risk assurance liabilities
|
(354 | ) | (0.0 | ) | 34,258 | 2.4 | 2,268 | 348 | 0.1 | |||||||||||||||||||
Provision for credit losses
|
19,960 | 1.8 | 56,479 | 3.9 | 109,565 | 16,792 | 5.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total operating cost and expenses
|
|
814,695
|
|
|
74.6
|
|
|
1,116,772
|
|
|
77.5
|
|
|
1,734,135
|
|
|
265,768
|
|
|
84.5
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income from operations
|
|
276,720
|
|
|
25.4
|
|
|
323,296
|
|
|
22.5
|
|
|
318,297
|
|
|
48,781
|
|
|
15.5
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest and investment income
|
61,465 | 5.6 | 96,005 | 6.7 | 72,807 | 11,158 | 3.5 | |||||||||||||||||||||
Income/(loss) from equity method investments
|
42,685 | 3.9 | (926 | ) | (0.1 | ) | — | — | — | |||||||||||||||||||
Fair value change of equity investment
|
— | — | 41,582 | 2.9 | 3,315,476 | 508,119 | 161.5 | |||||||||||||||||||||
Interest expense
|
(19,011 | ) | (1.7 | ) | (13,458 | ) | (0.9 | ) | (2,759 | ) | (423 | ) | (0.1 | ) | ||||||||||||||
Foreign exchange gain (loss), net
|
1,447 | 0.1 | 5,141 | 0.4 | (8,848 | ) | (1,356 | ) | (0.4 | ) | ||||||||||||||||||
Other income, net
|
32,701 | 3.0 | 41,300 | 2.9 | 49,139 | 7,531 | 2.4 | |||||||||||||||||||||
Other expenses
|
— | — | (5,121 | ) | (0.4 | ) | (838 | ) | (128 | ) | (0.0 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income before income taxes
|
|
396,007
|
|
|
36.3
|
|
|
487,819
|
|
|
33.9
|
|
|
3,743,274
|
|
|
573,682
|
|
|
182.4
|
|
|||||||
Income tax expenses
|
(89,083 | ) | (8.2 | ) | (82,960 | ) | (5.8 | ) | (369,854 | ) | (56,683 | ) | (18.0 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
306,924
|
|
|
28.1
|
|
|
404,859
|
|
|
28.1
|
|
|
3,373,420
|
|
|
516,999
|
|
|
164.4
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||||||
RMB
|
%
|
RMB
|
%
|
RMB
|
US$
|
%
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||
Less: Net income attributable to the
non-controlling
interest shareholders
|
4,232 | 0.4 | 13,945 | 1.0 | 3,902 | 598 | 0.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income attributable to Cango Inc.’s ordinary shareholders
|
|
302,692
|
|
|
27.7
|
|
|
390,914
|
|
|
27.1
|
|
|
3,369,518
|
|
|
516,401
|
|
|
164.2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• |
Cost of revenue
|
• |
Sales and marketing
|
• |
General and administrative
|
• |
Research and development
|
• |
Net (gain)/loss on risk assurance liabilities
|
• |
Provision for credit losses
|
• |
Cost of revenue
|
• |
Sales and marketing
|
• |
General and administrative
|
• |
Research and development
|
• |
Net (gain)/loss on risk assurance liabilities
|
• |
Provision for credit losses
|
B.
|
Liquidity and Capital Resources
|
Year Ended December 31,
|
||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||
RMB
|
RMB
|
RMB
|
US$
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Summary Consolidated Cash Flow Data:
|
||||||||||||||||
Net cash provided by/ (used in) operating activities
|
184,786 | 422,895 | (621,612 | ) | (95,266 | ) | ||||||||||
Net cash provided by/ (used in) investing activities
|
(1,638,647 | ) | (1,198,406 | ) | (493,563 | ) | (75,642 | ) | ||||||||
Net cash provided by (used in) financing activities
|
4,091,130 | 730,548 | (380,822 | ) | (58,364 | ) | ||||||||||
Cash, cash equivalents and restricted cash at beginning of the year
|
1,132,684 | 3,880,429 | 3,846,983 | 589,576 | ||||||||||||
Cash, cash equivalents and restricted cash at end of the year
|
3,880,429 | 3,846,983 | 2,314,892 | 354,773 |
Payment due by period
|
||||||||||||||||||||||||
Total
|
Less than
1 Year |
1 – 3 Years
|
3 –5 Years
|
More than
5 Years |
||||||||||||||||||||
RMB
|
US$
|
RMB
|
||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Long-term debts – non current
|
1,094,258 | 167,702 | 62,364 | 1,031,894 | — | — | ||||||||||||||||||
Operating lease commitments
|
132,088 | 20,243 | 17,380 | 26,085 | 26,533 | 62,090 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
1,226,346
|
|
|
187,945
|
|
|
79,744
|
|
|
1,057,979
|
|
|
26,533
|
|
|
62,090
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
C.
|
Research and Development
|
D.
|
Trend Information
|
E.
|
Off - Balance Sheet Arrangements
|
F.
|
Tabular Disclosure of Contractual Obligations
|
Payment due by period
|
||||||||||||||||||||||||
Total
|
Less than
1 Year |
1 – 3 Years
|
3 – 5
Years |
More than
5 Years |
||||||||||||||||||||
RMB
|
US$
|
RMB
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Long-term debts –
non-current
|
1,094,258 | 167,702 | 62,364 | 1,031,894 | — | — | ||||||||||||||||||
Operating lease commitments
|
132,088 | 20,243 | 17,380 | 26,085 | 26,533 | 62,090 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
1,226,346
|
|
|
187,945
|
|
|
79,744
|
|
|
1,057,979
|
|
|
26,533
|
|
|
62,090
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
G.
|
Safe Harbor
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
A.
|
Directors and Senior Management
|
Name
|
Age
|
Position/Title
|
||||
Xiaojun Zhang
|
49 |
Co-founder
and chairman
|
||||
Jiayuan Lin
|
52 |
Co-founder,
director and chief executive officer
|
||||
Langlang Zhou
|
40 |
Director
|
||||
Yongyi Zhang
|
48 |
Chief financial officer and director
|
||||
Xiaoyu Liu
|
38 |
Director
|
||||
Zhipeng Song
|
36 |
Director
|
||||
Chi Ming Lee
|
68 |
Independent director
|
||||
Dongsheng Zhou
|
53 |
Independent director
|
||||
Rong Liu
|
72 |
Independent director
|
B.
|
Compensation
|
Name
|
Position
|
Ordinary
Shares Underlying Option Awards |
Option
Exercise Price (US$)** |
Grant Date
|
Option
Expiration Date
|
|||||||||
Xiaojun Zhang
|
Chairman | 5,233,862 |
|
1.7951
1.7951
|
|
May 25, 2018
February 15, 2019
|
May 24, 2028
February 14, 2029
|
|||||||
1.7951 | October 15, 2020 | October 14, 2030 | ||||||||||||
Jiayuan Lin
|
Chief executive officer and director | 5,331,362 |
|
1.7951
1.7951
|
|
May 25, 2018
February 15, 2019
|
May 24, 2028
February 14, 2029
|
|||||||
1.7951 | October 15, 2020 | October 14, 2030 | ||||||||||||
Yongyi Zhang
|
Chief financial officer and director | * |
|
1.7951
1.7951
|
|
May 25, 2018
February 15, 2019
|
May 24, 2028
February 14, 2029
|
|||||||
1.7951 | October 15, 2020 | October 14, 2030 | ||||||||||||
Zhipeng Song
|
Director | * |
|
1.7951
1.7951
|
|
May 25, 2018
February 15, 2019
|
May 24, 2028
February 14, 2029
|
|||||||
1.7951 | October 15, 2020 | October 14, 2030 |
* |
Less than 1% of our outstanding shares, assuming conversion of our preferred shares into ordinary shares.
|
** |
In March 2021, we adjusted the option exercise price to US$1.2951 per share due to the cash dividend paid in April 2021.
|
C.
|
Board Practices
|
• |
conducting and managing the business of our company;
|
• |
representing our company in contracts and deals;
|
• |
appointing attorneys for our company;
|
• |
select senior management such as managing directors and executive directors;
|
• |
providing employee benefits and pension;
|
• |
managing our company’s finance and bank accounts;
|
• |
exercising the borrowing powers of our company and mortgaging the property of our company; and
|
• |
exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association.
|
• |
selecting the independent auditor;
|
• |
pre-approving
auditing and
non-auditing
services permitted to be performed by the independent auditor;
|
• |
annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;
|
• |
setting clear hiring policies for employees and former employees of the independent auditors;
|
• |
reviewing with the independent auditor any audit problems or difficulties and management’s response;
|
• |
reviewing and, if material, approving all related party transactions on an ongoing basis;
|
• |
reviewing and discussing the annual audited financial statements with management and the independent auditor;
|
• |
reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;
|
• |
reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;
|
• |
discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;
|
• |
reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as
off-balance
sheet structures, on our financial statements;
|
• |
discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;
|
• |
timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;
|
• |
establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
|
• |
annually reviewing and reassessing the adequacy of our audit committee charter;
|
• |
such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
|
• |
meeting separately, periodically, with management, internal auditors and the independent auditor; and
|
• |
reporting regularly to the full board of directors.
|
• |
reviewing, evaluating and, if necessary, revising our overall compensation policies;
|
• |
reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers;
|
• |
reviewing and approving our senior officers’ employment agreements with us;
|
• |
setting performance targets for our senior officers with respect to our incentive—compensation plan and equity-based compensation plans;
|
• |
administering our equity-based compensation plans in accordance with the terms thereof; and such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time.
|
• |
selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
|
• |
reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;
|
• |
making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
|
• |
advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
|
D.
|
Employees
|
Function
|
Number of
Employees |
% of Total
|
||||||
Sales and marketing
|
2,053 | 68.2 | ||||||
Operations
|
364 | 12.1 | ||||||
Risk management
|
233 | 7.7 | ||||||
General administration
|
215 | 7.2 | ||||||
Research and development
|
144 | 4.8 | ||||||
|
|
|
|
|||||
Total
|
3,009 | 100.0 | ||||||
|
|
|
|
E.
|
Share Ownership
|
• |
each of our directors and executive officers; and
|
• |
each person known to us to own beneficially 5.0% or more of our ordinary shares.
|
Ordinary Shares Beneficially Owned
|
||||||||||||||||
Class A
ordinary shares |
Class B
ordinary shares |
Percentage
of total outstanding ordinary shares on an
as-converted
basis |
Percentage
of aggregate voting power** |
|||||||||||||
Directors and Executive Officers:*
|
||||||||||||||||
Xiaojun Zhang
(1)
|
*** | 38,275,787 | 13.7 | 44.7 | ||||||||||||
Jiayuan Lin
(2)
|
3,286,367 | 36,702,890 | 13.6 | 42.9 | ||||||||||||
Langlang Zhou
|
— | — | — | — | ||||||||||||
Yongyi Zhang
|
*** | — | *** | *** | ||||||||||||
Xiaoyu Liu
|
— | — | — | — | ||||||||||||
Zhipeng Song
|
*** | — | *** | *** | ||||||||||||
Chi Ming Lee
|
— | — | — | — | ||||||||||||
Dongsheng Zhou
|
— | — | — | — | ||||||||||||
Rong Liu
|
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Directors and Executive Officers as a Group
|
5,803,543 | 74,978,677 | 27.2 | 87.5 | ||||||||||||
Principal Shareholders:
|
||||||||||||||||
Lin Entities
(3)
|
3,286,367 | 36,702,890 | 13.6 | 42.9 | ||||||||||||
WP Fintech
(4)
|
53,431,124 | — | 18.3 | 3.1 | ||||||||||||
Eagle Central Holding Limited
(5)
|
*** | 38,275,787 | 13.7 | 44.7 | ||||||||||||
Tencent Mobility Limited
(6)
|
31,603,196 | — | 10.8 | 1.8 | ||||||||||||
Didi Chuxing
(7)
|
28,376,116 | — | 9.7 | 1.7 | ||||||||||||
Taikang Offshore Entities
(8)
|
16,217,006 | — | 5.6 | 0.9 |
* |
The business address for our directors and executive officers is 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area, Shanghai 200124, People’s Republic of China.
|
** |
For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
|
*** |
Less than 1% of our total outstanding shares.
|
(1) |
Represents (i) 38,275,787 Class B ordinary shares that are held by Eagle Central Holding Limited, or Eagle Central, and (ii) a number of Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire upon exercise of the options within 60 days. Eagle Central is a limited liability company established in the British Virgin Islands that is controlled by Mr. Xiaojun Zhang. Eagle Central is further described in footnote 5 below. In addition, Eagle Central is a limited partner with 50.0% of partnership interest in Huaiyuan L.P. Huaiyuan L.P. is further described in footnote 10 below.
|
(2) |
Represents (i) 1 Class A ordinary share that is held by Medway Brilliant Holding Limited, or Medway Brilliant, (ii) 36,702,890 Class B ordinary shares that are held by Traveler Enterprise Limited, or Traveler Enterprise, (iii) 1,200,000 Class A ordinary shares represented by ADSs that are beneficially owned by Traveler Enterprise, and (iv) a number of Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire upon exercise of the options within 60 days. Medway Brilliant is a limited liability company established in the British Virgin Islands that is wholly owned by Mr. Jiayuan Lin. Traveler Enterprise is a limited liability company established in the British Virgin Island. Mr. Jiayuan Lin is the beneficial owner of the shares held by Medway Brilliant and Traveler Enterprise in our company. Medway Brilliant and Traveler Enterprise are further described in footnote 3 below. In addition, Medway Brilliant is a limited partner with 50.0% of partnership interest in Huaiyuan L.P. Huaiyuan L.P. is further described in footnote 10 below.
|
(3) |
Represents (i) 1 Class A ordinary share that is held by Medway Brilliant, (ii) 36,702,890 Class B ordinary shares that are held by Traveler Enterprise, and (iii) 1,200,000 Class A ordinary shares represented by ADSs that are beneficially owned by Traveler Enterprise. Medway Brilliant is a limited liability company established in the British Virgin Islands that is wholly owned by Mr. Jiayuan Lin. The registered address of Medway Brilliant is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. Traveler Enterprise is a limited liability company established in the British Virgin Islands. Traveler Enterprise is controlled by Traveler Trust, a trust established under the laws of Guernsey. Mr. Jiayuan Lin is the settlor of Traveler Trust, and Mr. Lin and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Lin has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Traveler Enterprise in our company. The registered address of Traveler Enterprise is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
|
(4) |
Represents 53,431,124 Class A ordinary shares held by Warburg Pincus Cango Fintech Investment Company Limited, a British Virgin Islands business company (“WP Fintech”). Information regarding beneficial ownership is reported as of January 31, 2020, based on the information contained in the Schedule 13G filed by WP Fintech with SEC on February 10, 2020. The direct parents of WP Fintech are (i) Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership (“WP XII”), (ii) Warburg Pincus Private Equity
XII-B,
L.P., a Delaware limited partnership (“WP
XII-B”),
(iii) Warburg Pincus Private Equity
XII-D,
L.P., a Delaware limited partnership (“WP
XII-D”),
(iv) Warburg Pincus Private Equity
XII-E,
L.P., a Delaware limited partnership (“WP
XII-E”),
(v) WP XII Partners, L.P., a Delaware limited partnership (“WP XII Partners”), (vi) Warburg Pincus XII Partners, L.P., a Delaware limited partnership (“Warburg Pincus XII Partners” and, together with WP XII, WP
XII-B,
WP
XII-D,
WP
XII-E
and WP XII Partners, the “WP XII Funds”), (vii) Warburg Pincus China (Cayman), L.P., a Cayman Islands limited partnership (“WPC Cayman”), and (viii) Warburg Pincus China Partners (Cayman), L.P., a Cayman Islands limited partnership (“Warburg Pincus China Cayman Partners” and, together with WPC Cayman, the “WPC Cayman Funds”). Warburg Pincus XII, L.P., a Delaware limited partnership (“WP XII GP”), is the general partner of the WP XII Funds. WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XII GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WPP II. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WPP GP. Warburg Pincus (Cayman) China GP, L.P., a Cayman Islands limited partnership (“WPC Cayman GP”), is the general partner of the WPC Cayman Funds. Warburg Pincus (Cayman) China GP LLC, a Delaware limited liability company (“WPC Cayman GP LLC”), is the general partner of WPC Cayman GP. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”), is the managing member of WPC Cayman GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda”), is the general partner of WPP II Cayman. Investment and voting decisions with respect the Class A ordinary shares held by the Warburg Pincus entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares held by the Warburg Pincus entities. The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017, U.S.A.
|
(5) |
Eagle Central is a limited liability company established in the British Virgin Islands that is controlled by Mr. Xiaojun Zhang. The registered address of Eagle Central is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.
|
(6) |
Represents 31,603,196 Class A ordinary shares held by Tencent Mobility Limited. Information regarding beneficial ownership is based on (i) the information contained in the Schedule 13G reported as of December 31, 2018 and filed by Tencent Mobility Limited with SEC on February 1, 2019, and (ii) the fact that Tencent Mobility Limited cancelled and surrendered one Class A ordinary share in May 2020. Tencent Mobility Limited is a limited liability company established in Hong Kong. Tencent Mobility Limited is wholly owned by Tencent Holdings Limited, a public company listed on the Hong Kong Stock Exchange. The registered address of Tencent Mobility Limited is 29/F, Three Pacific Place, No.1 Queen’s Road East, Wanchai, Hong Kong.
|
(7) |
Represents (i) 4,740,480 Class A ordinary shares held by Links Advance Holdings Limited and (ii) 23,635,636 Class A ordinary shares held by DiDi Sunshine Investments L.P. Information regarding beneficial ownership is reported as of December 31, 2019, based on the information contained in the Schedule 13G filed by Didi Chuxing with SEC on February 13, 2020. Links Advance Holdings Limited is controlled by Didi Chuxing. DiDi Sunshine Investments L.P. is an exempted limited partnership organized in the Cayman Islands. Its general partner is a wholly-owned subsidiary of Didi Chuxing. The general partner exercises the voting rights with respect to the shares held by the limited partnership. The general partner disclaims beneficial ownership of our shares except to the extent of its pecuniary interest in the limited partnership. According to the information contained in the Schedule 13G filed by Galactic Gain Limited with SEC on February 13, 2020, Galactic Gain Limited is a limited partner of DiDi Sunshine Investments L.P. and indirectly holds the 23,635,636 Class A ordinary shares. Galactic Gain Limited is an exempted company incorporated under the laws of the Cayman Islands, which is wholly owned by Boyu Capital Fund III, L.P. Boyu Capital Fund III, L.P. is a limited partnership organized under the laws of the Cayman Islands, of which Boyu Capital General Partner III, L.P. is the general partner. Boyu Capital General Partner III, L.P. is a limited partnership organized under the laws of the Cayman Islands, of which Boyu Capital General Partner III, Ltd. is the general partner. Boyu Capital General Partner III, Ltd. is an exempted company incorporated under the laws of the Cayman Islands, which is wholly owned by Boyu Capital Group Holdings Ltd. Boyu Capital Group Holdings Ltd. is an exempted company incorporated under the laws of the Cayman Islands, of which XYXY Holdings Ltd. is the controlling shareholder. XYXY Holdings Ltd. is a company incorporated under the laws of the British Virgin Islands, which is wholly owned by Xiaomeng Tong. The registered address of Galactic Gain Limited is at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
KY1-1104,
Cayman Islands.
|
(8) |
Represents (i) 8,108,503 Class A ordinary shares held by Magic Spark Inc., a limited liability company established in the Cayman Islands, and (ii) 8,108,503 Class A ordinary shares held by TK Autolink Inc., a limited liability company established in the Cayman Islands. Information regarding beneficial ownership is reported as of December 31, 2019, based on the information contained in the Schedule 13G filed by Taikang Offshore Entities with SEC on February 12, 2020. Magic Spark Inc. is wholly owned by Taikang Life Insurance Co., Ltd., which in turn is wholly owned by Taikang Insurance Group Inc. TK Autolink Inc. is indirectly controlled by Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership) (“Shandong Fund”). Beijing Taikang Investment Co., Ltd. is one of the two general partners of Shandong Fund. Beijing Taikang Investment Co., Ltd. is indirectly controlled by Taikang Insurance Group Inc. Each of Taikang Life Insurance Co., Ltd. and Taikang Insurance Group Inc. is an insurance company established in the PRC. The registered address of Magic Spark Inc. is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman,
KY1-1002,
Cayman Islands. The registered address of TK Autolink Inc. is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1 – 1002, Cayman Islands.
|
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
A.
|
Major Shareholders
|
B.
|
Related Party Transactions
|
C.
|
Interests of Experts and Counsel
|
ITEM 8.
|
FINANCIAL INFORMATION
|
A.
|
Consolidated Statements and Other Financial Information
|
B.
|
Significant Changes
|
ITEM 9.
|
THE OFFER AND LISTING
|
A.
|
Offering and Listing Details
|
B.
|
Plan of Distribution
|
C.
|
Markets
|
D.
|
Selling Shareholders
|
E.
|
Dilution
|
F.
|
Expenses of the Issue
|
ITEM
|
10.
|
A.
|
Share Capital
|
B.
|
Memorandum and Articles of Association
|
C.
|
Material Contracts
|
D.
|
Exchange Controls
|
E.
|
Taxation
|
• |
an individual citizen or resident of the United States;
|
• |
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
• |
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
• |
a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.
|
• |
a dealer in securities or currencies;
|
• |
a financial institution;
|
• |
a regulated investment company;
|
• |
a real estate investment trust;
|
• |
an insurance company;
|
• |
a
tax-exempt
organization;
|
• |
a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;
|
• |
a trader in securities that has elected the
mark-to-market
|
• |
a person liable for alternative minimum tax;
|
• |
a person who owns or is deemed to own 10% or more of our stock by vote or value;
|
• |
a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement;
|
• |
a partnership or other pass-through entity for United States federal income tax purposes; or
|
• |
a person whose “functional currency” is not the United States dollar.
|
• |
at least 75% of our gross income is passive income, or
|
• |
at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.
|
• |
the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinary shares,
|
• |
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
|
• |
the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
|
F.
|
Dividends and Paying Agents
|
G.
|
Statement by Experts
|
H.
|
Documents on Display
|
I.
|
Subsidiary Information
|
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
A.
|
Debt Securities
|
B.
|
Warrants and Rights
|
C.
|
Other Securities
|
D.
|
American Depositary Shares
|
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 issued
|
|
• Cancelation of ADSs (e.g., a cancelation 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 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 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 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 held | |
• ADS Services
|
Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank |
• |
taxes (including applicable interest and penalties) and other governmental charges;
|
• |
the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the share register and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively;
|
• |
certain cable, telex and facsimile transmission and delivery expenses;
|
• |
the expenses and charges incurred by the depositary bank in the conversion of foreign currency;
|
• |
the fees and expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to Class A ordinary shares, ADSs and ADRs; and
|
• |
the fees and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the servicing or delivery of deposited property.
|
ITEM 13.
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14.
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15.
|
CONTROLS AND PROCEDURES
|
ITEM 16.
|
[RESERVED]
|
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B.
|
CODE OF ETHICS
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
For the Year Ended December 31,
|
||||||||
2019
|
2020
|
|||||||
(In thousands of US dollars)
|
||||||||
Audit Fees
(1)
|
919 | 1,085 | ||||||
Tax Fees
|
— | — | ||||||
|
|
|
|
|||||
All Other Fees
|
— | — | ||||||
|
|
|
|
|||||
Total
|
919 | 1,085 | ||||||
|
|
|
|
(1) |
Audit fees include the aggregate fees billed in each of the fiscal period listed for professional services rendered by our independent public accountant for the audit of our annual financial statements, review of our quarterly financial statements and services related to our initial public offering.
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E.
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
Period
|
Total Number of
ADSs Purchased |
Average Price
Paid per ADS
(1)
|
Total Number of
ADSs Purchased as Part of Publicly Announced Plans or Programs
(2)
|
Approximate
Dollar Value of ADSs that May
Yet Be Purchased
Under the Program
(2)
|
||||||||||||
June 5, 2019 through June 30, 2019
|
— | — | — | US$ | 10.0 million | |||||||||||
July 2019
|
431,556 | US$ | 6.95 | 431,556 | US$ | 7.0 million | ||||||||||
August 1, 2019 through April 30, 2020
|
— | — | — | US$ | 7.0 million | |||||||||||
May 2020
|
1,398,516 | US$ | 5.00 | 1,830,072 | US$ | 0.0 million | ||||||||||
Marh 2, 2021 through March 14, 2021
|
— | — | — | US$ | 50.0 million | |||||||||||
March 2021
|
4,189,888 | US$ | 9.14 | 6,019,960 | US$ | 11.7 million | ||||||||||
Total
|
6,019,960 | US$ | 8.02 | 6,019,960 | US$ | 11.7 million |
(1) |
Each of our ADSs represents two Class A ordinary shares.
|
(2) |
We announced a share repurchase program approved by our board of directors on June 5, 2019, under which we may repurchase up to US$10 million worth of our outstanding ADSs and/or Class A ordinary shares over a period of twelve months. We announced another share repurchase program approved by our board of directors on March 2, 2021, under which we may repurchase up to US$50 million worth of our outstanding ADSs and/or Class A ordinary shares over a period of twelve months. The repurchases have been, and will be, through various means, including open market transactions, privately negotiated transactions, block trades or any combination thereof. The repurchases have been, and will be, effected in compliance with Rule
10b5-1
and/or Rule
10b-18
under the Securities Exchange Act of 1934, as amended, and our insider trading policy. The number of ADSs repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions.
|
ITEM 16F.
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
ITEM 16H.
|
MINE SAFETY DISCLOSURE
|
ITEM 17.
|
FINANCIAL STATEMENTS
|
ITEM 18.
|
FINANCIAL STATEMENTS
|
ITEM 19.
|
EXHIBITS
|
* |
Filed herewith
|
** |
Furnished herewith
|
† |
Portions of this exhibit have been omitted in accordance with instruction 4 to Item 19 of Form
20-F.
|
CANGO INC. | ||
By | /s/ Xiaojun Zhang | |
Name: | Xiaojun Zhang | |
Title: | Chairman |
|
|
|
|
|
As of December 31,
|
|
||||||||||
|
|
|
|
|
2019
|
|
|
2020
|
|
|||||||
|
|
Note
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
||||
ASSETS
|
|
|
|
|
||||||||||||
Current assets
|
||||||||||||||||
Cash and cash equivalents
|
2,002,314,688 | 1,426,899,576 | 218,681,927 | |||||||||||||
Restricted cash – current
|
970,993,759 | 9,693,008 | 1,485,518 | |||||||||||||
Short-term investments
|
3 | 597,265,740 | 4,342,356,612 | 665,495,266 | ||||||||||||
Accounts receivable, net of allowance of RMB nil and RMB nil (US$ nil) as of December 31, 2019 and 2020, respectively
|
4 | 148,562,946 | 141,594,170 | 21,700,256 | ||||||||||||
Finance lease receivables - current, net of allowance of RMB11,988,564 and RMB18,097,313 (US$2,773,535) as of December 31, 2019 and 2020, respectively
|
6 | 1,661,082,122 | 2,035,397,525 | 311,938,318 | ||||||||||||
Short-term consumer financing receivables, net of allowance of RMB1,277,390 and RMB2,304,639 (US$353,201) as of December 31, 2019 and 2020, respectively
|
13,298,562 | 23,168 | 3,551 | |||||||||||||
Financing receivables, net of allowance of RMB10,822,976 and RMB16,265,330 (US$2,492,771) as of December 31, 2019 and 2020, respectively
|
9,103,522 | 20,105,893 | 3,081,363 | |||||||||||||
Short-term contract asset
|
20,688,424 | 364,618,635 | 55,880,251 | |||||||||||||
Prepayments and other current assets
|
7 | 117,445,282 | 558,360,959 | 85,572,561 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets
|
|
5,540,755,045
|
|
|
8,899,049,546
|
|
|
1,363,839,011
|
|
|||||||
|
|
|
|
|
|
|||||||||||
Non-current
assets
|
||||||||||||||||
Restricted cash -
non-current
|
873,674,276 | 878,299,140 | 134,605,232 | |||||||||||||
Long-term investments
|
3 | 547,888,818 | — | — | ||||||||||||
Goodwill
|
5 | 145,063,857 | 145,063,857 | 22,232,009 | ||||||||||||
Property and equipment, net
|
14,736,767 | 10,311,971 | 1,580,379 | |||||||||||||
Intangible assets
|
8 | 44,758,242 | 44,887,871 | 6,879,367 | ||||||||||||
Long-term contract asset
|
11,655,356 | 281,374,110 | 43,122,469 | |||||||||||||
Deferred tax assets
|
14 | 100,667,946 | 170,951,082 | 26,199,400 | ||||||||||||
Finance lease receivables -
non-current,
net of allowance of RMB7,100,273 and RMB5,629,107 (US$862,698) as of December 31, 2019 and 2020, respectively
|
6 | 1,448,958,373 | 1,454,499,864 | 222,911,857 | ||||||||||||
Other
non-current
assets
|
8,415,694 | 261,495,158 | 40,075,886 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total
non-current
assets
|
|
3,195,819,329
|
|
|
3,246,883,053
|
|
|
497,606,599
|
|
|||||||
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS
|
|
8,736,574,374
|
|
|
12,145,932,599
|
|
|
1,861,445,610
|
|
|||||||
|
|
|
|
|
|
As of December 31, | ||||||||||||||||
2019 | 2020 | |||||||||||||||
Note | RMB | RMB | US$ | |||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||||||||||
Current liabilities
|
||||||||||||||||
Short-term debts
|
9 | 1,439,749,760 | 355,816,940 | 54,531,332 | ||||||||||||
Long-term debts – current
|
9 | 863,418,789 | 1,228,783,730 | 188,319,346 | ||||||||||||
Accrued expenses and other current liabilities
|
10 | 278,690,234 | 324,734,202 | 49,767,694 | ||||||||||||
Risk assurance liabilities
|
11 | 259,952,473 | 460,829,299 | 70,625,180 | ||||||||||||
Income tax payable
|
67,308,814 | 87,132,455 | 13,353,633 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities
|
|
2,909,120,070
|
|
|
2,457,296,626
|
|
|
376,597,185
|
|
|||||||
|
|
|
|
|
|
|||||||||||
Non-current
liabilities
|
||||||||||||||||
Long-term debts
|
9 | 301,667,717 | 977,791,191 | 149,853,056 | ||||||||||||
Deferred tax liability
|
14 | 12,329,929 | 330,765,029 | 50,691,958 | ||||||||||||
Other
non-current
liabilities
|
21,796,367 | 4,870,616 | 746,455 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total
non-current
liabilities
|
|
335,794,013
|
|
|
1,313,426,836
|
|
|
201,291,469
|
|
|||||||
|
|
|
|
|
|
|||||||||||
Total liabilities
|
|
3,244,914,083
|
|
|
3,770,723,462
|
|
|
577,888,654
|
|
|||||||
|
|
|
|
|
|
|||||||||||
Commitments and contingencies
|
19 | |||||||||||||||
Shareholders’ equity
|
||||||||||||||||
Class A Ordinary shares (par value of US$0.0001 per share; 420,674,280 shares authorized as of December 31, 2019 and 2020, respectively; 225,831,214 shares issued and 224,968,102 shares outstanding as of December 31, 2019; 227,831,213 shares issued and 224,771,083 shares outstanding as of December 31, 2020)
|
20 | 153,121 | 154,483 | 23,676 | ||||||||||||
Class B Ordinary shares (par value of US$0.0001 per share; 79,325,720 shares authorized as of December 31, 2019 and 2020, respectively; 76,978,677 shares issued and outstanding as of December 31, 2019; 74,978,677 shares issued and outstanding as of December 31, 2020)
|
20 | 51,139 | 49,777 | 7,629 | ||||||||||||
Treasury shares
|
21 | (20,638,881 | ) | (56,419,225 | ) | (8,646,625 | ) | |||||||||
Additional
paid-in
capital
|
4,526,344,454 | 4,591,455,557 | 703,671,350 | |||||||||||||
Accumulated other comprehensive income (loss)
|
119,430,738 | (115,386,427 | ) | (17,683,744 | ) | |||||||||||
Retained earnings
|
852,508,968 | 3,955,354,972 | 606,184,670 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total Cango Inc.’s equity
|
|
5,477,849,539
|
|
|
8,375,209,137
|
|
|
1,283,556,956
|
|
|||||||
|
|
|
|
|
|
|||||||||||
Non-controlling
interests
|
13,810,752 | — | — | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total shareholders’ equity
|
|
5,491,660,291
|
|
|
8,375,209,137
|
|
|
1,283,556,956
|
|
|||||||
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
8,736,574,374
|
|
|
12,145,932,599
|
|
|
1,861,445,610
|
|
|||||||
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||||||
Note | RMB | RMB | RMB | US$ | ||||||||||||||||
Revenues
|
||||||||||||||||||||
Loan facilitation income and other related income (including related party amounts of RMB14,047,015, RMB nil and RMB
nil
(US$ nil) for the years ended December 31, 2018, 2019 and 2020, respectively)
|
916,280,350 | 913,836,623 | 891,836,601 | 136,679,939 | ||||||||||||||||
Leasing income
|
59,093,331 | 300,078,043 | 286,079,245 | 43,843,562 | ||||||||||||||||
After-market services income (including related party amounts of RMB881,334, RMB nil and RMB nil (US$ nil) for the years ended December 31, 2018, 2019 and
2020
, respectively)
|
100,053,488 | 205,998,075 | 241,193,243 | 36,964,482 | ||||||||||||||||
Automobile trading income
|
6,583,941 | 11,414,382 | 624,773,721 | 95,750,762 | ||||||||||||||||
Others
|
9,403,167 | 8,741,702 | 8,548,942 | 1,310,183 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total Revenues
|
|
1,091,414,277
|
|
|
1,440,068,825
|
|
|
2,052,431,752
|
|
|
314,548,928
|
|
||||||||
Operating cost and expenses
|
||||||||||||||||||||
Cost of revenue
|
12 | 430,059,037 | 539,267,417 | 1,098,120,749 | 168,294,368 | |||||||||||||||
Sales and marketing
|
167,244,419 | 192,811,348 | 195,893,662 | 30,022,017 | ||||||||||||||||
General and administrative
|
151,075,936 | 236,551,077 | 265,691,411 | 40,718,990 | ||||||||||||||||
Research and development
|
46,709,014 | 57,405,921 | 62,596,195 | 9,593,287 | ||||||||||||||||
Net (gain) loss on risk assurance liabilities
|
(353,731 | ) | 34,257,754 | 2,268,180 | 347,614 | |||||||||||||||
Provision for credit losses
|
19,960,050 | 56,478,959 | 109,564,631 | 16,791,514 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating cost and expense
|
|
814,694,725
|
|
|
1,116,772,476
|
|
|
1,734,134,828
|
|
|
265,767,790
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income from operations
|
|
276,719,552
|
|
|
323,296,349
|
|
|
318,296,924
|
|
|
48,781,138
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Interest and investment income (including related party amounts of RMB3,414,795, RMB nil and RMB nil (US$ nil) for the years ended December 31, 2018, 2019 and 2020, respectively)
|
61,465,449 | 96,004,567 | 72,806,814 | 11,158,132 | ||||||||||||||||
Income (loss) from equity method investments
|
42,684,659 | (926,205 | ) | — | — | |||||||||||||||
Fair value change of equity investment
|
— | 41,581,818 | 3,315,475,734 | 508,118,886 | ||||||||||||||||
Interest expense
|
(19,010,616 | ) | (13,457,818 | ) | (2,758,629 | ) | (422,778 | ) | ||||||||||||
Foreign exchange gain (loss), net
|
1,447,099 | 5,141,112 | (8,848,354 | ) | (1,356,070 | ) | ||||||||||||||
Other income, net
|
13 | 32,700,746 | 41,300,464 | 49,139,337 | 7,530,933 | |||||||||||||||
Other expenses
|
— | (5,121,054 | ) | (838,115 | ) | (128,447 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income before income taxes
|
|
396,006,889
|
|
|
487,819,233
|
|
|
3,743,273,711
|
|
|
573,681,794
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income tax expenses
|
14 | (89,082,554 | ) | (82,960,493 | ) | (369,853,650 | ) | (56,682,552 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
|
306,924,335
|
|
|
404,858,740
|
|
|
3,373,420,061
|
|
|
516,999,242
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Less: Net income attributable to
non-controlling
interests
|
4,232,270 | 13,944,848 | 3,902,214 | 598,040 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to Cango Inc.’s shareholders
|
|
302,692,065
|
|
|
390,913,892
|
|
|
3,369,517,847
|
|
|
516,401,202
|
|
||||||||
|
|
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||||||
Note | RMB | RMB | RMB | US$ | ||||||||||||||||
Earnings per Class A and Class B ordinary share:
|
||||||||||||||||||||
Basic
|
15 | 1.08 | 1.29 | 11.21 | 1.72 | |||||||||||||||
Diluted
|
15 | 1.08 | 1.29 | 11.09 | 1.70 | |||||||||||||||
Earnings per ADS (2 ordinary shares equal 1 ADS):
|
||||||||||||||||||||
Basic
|
15 | 2.17 | 2.59 | 22.43 | 3.44 | |||||||||||||||
Diluted
|
15 | 2.16 | 2.58 | 22.18 | 3.40 | |||||||||||||||
Weighted average shares used to compute earnings per Class A and Class B share:
|
||||||||||||||||||||
Basic
|
15 | 279,156,744 | 302,417,352 | 300,484,860 | 300,484,860 | |||||||||||||||
Diluted
|
15 | 280,873,806 | 303,283,658 | 303,900,645 | 303,900,645 | |||||||||||||||
Other comprehensive income (loss), net of tax
|
||||||||||||||||||||
Unrealized income (losses) on
available-for-sale
|
822,343 | (146,801 | ) | — | — | |||||||||||||||
Reclassification of losses to net income
|
— | (276,843 | ) | — | — | |||||||||||||||
Foreign currency translation adjustment
|
109,029,351 | 10,401,386 | (234,817,165 | ) | (35,987,305 | ) | ||||||||||||||
Total comprehensive income, net of tax
|
|
416,776,029
|
|
|
414,836,482
|
|
|
3,138,602,896
|
|
|
481,011,937
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income attributable to
non-controlling
interests
|
4,232,270 | 13,944,848 | 3,902,214 | 598,040 | ||||||||||||||||
Total comprehensive income attributable to Cango Inc.’s shareholders
|
|
412,543,759
|
|
|
400,891,634
|
|
|
3,134,700,682
|
|
|
480,413,897
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
Attributable to Cango Inc.
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
Class A
and Class B
Ordinary Shares
|
|
|
Series
A-2
convertible preferred shares
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
other
comprehensive
(loss) income
|
|
|
(Accumulated
deficit)
Retained
earnings
|
|
|
Total
Cango Inc.’s
(deficit) equity
|
|
|
Non-
controlling
interests
|
|
|
Total
shareholders’
(deficit) equity
|
|
||||||||||||||||
|
|
Number of
Shares
|
|
|
Amount
|
|
|
Number of
Shares
|
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance at
January 1, |
|
124,969,987
|
|
|
83,145
|
|
|
2,179,215
|
|
|
1,450
|
|
|
4,100,000
|
|
|
(398,698
|
)
|
|
(2,711,414,472
|
)
|
|
(2,707,628,575
|
)
|
|
25,790,121
|
|
|
(2,681,838,454
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of
ordinary shares upon IPO and underwriters’ partial exercise over-allotment option, net of issuance costs |
8,600,000 | 5,859 | — | — | 272,145,213 | — | — | 272,151,072 | — | 272,151,072 | ||||||||||||||||||||||||||||||
Capital contribution from shareholders, net of issuance costs
|
— | — | — | — | 3,304,336,306 | — | — | 3,304,336,306 | 5,600,000 | 3,309,936,306 | ||||||||||||||||||||||||||||||
Conversion of
convertible preferred shares to ordinary shares |
169,239,905 | 115,256 | (2,179,215 | ) | (1,450 | ) | 835,511,278 | — | 3,106,758,845 | 3,942,383,929 | — | 3,942,383,929 | ||||||||||||||||||||||||||||
Purchase of subsidiaries’ equity from
non-controlling
interests
|
— | — | — | — | (5,425,247 | ) |
—
|
—
|
(5,425,247 | ) | (4,488,906 | ) | (9,914,153 | ) | ||||||||||||||||||||||||||
Stock-based compensation (note 18)
|
— | — | — | — | 33,410,913 | — | — | 33,410,913 | — | 33,410,913 | ||||||||||||||||||||||||||||||
Net income
|
— | — | — | — | — | — | 302,692,065 | 302,692,065 | 4,232,270 | 306,924,335 | ||||||||||||||||||||||||||||||
Other comprehensive income
|
— | — | — | — | — | 109,851,694 | — | 109,851,694 | — | 109,851,694 | ||||||||||||||||||||||||||||||
Dividends to
non-controlling
interest holders
|
— | — | — | — | — | — | — | — | (27,538,814 | ) | (27,538,814 | ) | ||||||||||||||||||||||||||||
Balance at December 31, 2018
|
|
302,809,892
|
|
|
204,260
|
|
|
—
|
|
|
—
|
|
|
4,444,078,463
|
|
|
109,452,996
|
|
|
698,036,438
|
|
|
5,251,772,157
|
|
|
3,594,671
|
|
|
5,255,366,828
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to Cango Inc.
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Class A and Class B
Ordinary Shares
|
|
|
Treasury
shares
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
other
comprehensive
(loss) income
|
|
|
(Accumulated
deficit)
Retained
earnings
|
|
|
Total
Cango Inc.’s
(deficit) equity
|
|
|
Non-
controlling
interests
|
|
|
Total
shareholders’
(deficit) equity
|
|
||||||||||||
|
|
Number of
Shares
|
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balance at December 31, 2018
|
|
|
302,809,892
|
|
|
|
204,260
|
|
|
|
—
|
|
|
|
4,444,078,463
|
|
|
|
109,452,996
|
|
|
|
698,036,438
|
|
|
|
5,251,772,157
|
|
|
|
3,594,671
|
|
|
|
5,255,366,828
|
|
Adjustments due to the adoption
of ASC 606 |
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
17,585,853 |
|
|
|
17,585,853 |
|
|
|
—
|
|
|
|
17,585,853 |
|
Repurchase of ordinary shares
|
|
|
(863,112 |
)
|
|
|
—
|
|
|
|
(20,638,881 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(20,638,881 |
)
|
|
|
—
|
|
|
|
(20,638,881 |
)
|
Retirement of ordinary shares
|
|
|
(1 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Liquidation of subsidiaries’ equity from
non-controlling
interest holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(574,212 |
)
|
|
|
(574,212 |
)
|
Stock-based compensation (note 18)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
82,265,991 |
|
|
|
—
|
|
|
|
—
|
|
|
|
82,265,991 |
|
|
|
—
|
|
|
|
82,265,991 |
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
390,913,892 |
|
|
|
390,913,892 |
|
|
|
13,944,848 |
|
|
|
404,858,740 |
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,977,742 |
|
|
|
—
|
|
|
|
9,977,742 |
|
|
|
—
|
|
|
|
9,977,742 |
|
Dividends to shareholders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(254,027,215 |
)
|
|
|
(254,027,215 |
)
|
|
|
(3,154,555 |
)
|
|
|
(257,181,770 |
)
|
Balance at December 31, 2019
|
|
|
301,946,779
|
|
|
|
204,260
|
|
|
|
(20,638,881
|
)
|
|
|
4,526,344,454
|
|
|
|
119,430,738
|
|
|
|
852,508,968
|
|
|
|
5,477,849,539
|
|
|
|
13,810,752
|
|
|
|
5,491,660,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Repurchase of ordinary shares
|
(2,797,032 |
)
|
|
|
—
|
|
|
|
(49,219,318 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(49,219,318
|
)
|
|
|
—
|
|
|
|
(49,219,318 | ) | ||
Exercise of share options
|
600,014 |
|
|
|
—
|
|
|
|
13,438,974 |
|
|
|
(6,745,258 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
6,693,716 |
|
|
|
—
|
|
|
|
6,693,716 | |||
Retirement of ordinary shares
|
(1 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|||
Purchase of subsidiaries’ equity from
non-controlling
interest holders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,898,467 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,898,467
|
)
|
|
|
(17,245,533 |
)
|
|
|
(24,144,000 | ) | ||
Liquidation of subsidiaries’ equity from
non-controlling
interest holders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(467,433 |
)
|
|
|
(467,433 | ) | ||
Stock-based compensation (note 18)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
78,754,828 |
|
|
|
—
|
|
|
|
—
|
|
|
|
78,754,828 |
|
|
|
—
|
|
|
|
78,754,828 | |||
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,369,517,847 |
|
|
|
3,369,517,847 |
|
|
|
3,902,214 |
|
|
|
3,373,420,061 | |||
Other comprehensive income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(234,817,165 |
)
|
|
|
—
|
|
|
|
(234,817,165 |
)
|
|
|
—
|
|
|
|
(234,817,165 | ) | ||
Dividends to shareholders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(266,671,843 |
)
|
|
|
(266,671,843 |
)
|
|
|
—
|
|
|
|
(266,671,843 | ) | ||
Balance at December 31, 2020
|
|
299,749,760
|
|
|
|
204,260
|
|
|
|
(56,419,225
|
)
|
|
|
4,591,455,557
|
|
|
|
(115,386,427
|
)
|
|
|
3,955,354,972
|
|
|
|
8,375,209,137
|
|
|
|
—
|
|
|
|
8,375,209,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2020, in US$
|
|
|
|
|
|
|
31,305
|
|
|
|
(8,646,625
|
)
|
|
|
703,671,350
|
|
|
|
(17,683,744
|
)
|
|
|
606,184,670
|
|
|
|
1,283,556,956
|
|
|
|
—
|
|
|
|
1,283,556,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31,
|
|
|||||||||||||
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||||
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||||||||||
Net income
|
306,924,335 | 404,858,740 | 3,373,420,061 | 516,999,242 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||||||
Depreciation and amortization
|
7,190,216 | 10,466,942 | 9,544,137 | 1,462,703 | ||||||||||||
Share-based compensation expense
|
33,410,913 | 82,265,991 | 78,754,828 | 12,069,705 | ||||||||||||
Investment income
|
— | (32,516,817 | ) | — | — | |||||||||||
(Gain) loss on risk assurance liabilities
|
(353,731 | ) | 34,257,754 | 2,268,180 | 347,614 | |||||||||||
Provision for credit losses
|
19,960,050 | 56,478,959 | 109,564,631 | 16,791,514 | ||||||||||||
(Gain) loss on equity method investment
|
(42,684,659 | ) | 926,205 | — | — | |||||||||||
Other income – change in fair value of derivative instruments
|
— | — | (3,289,676 | ) | (504,165 | ) | ||||||||||
Other expenses – change in fair value of derivative instruments
|
— | 3,289,676 | — | — | ||||||||||||
Fair value change of equity investment
|
— | (41,581,818 | ) | (3,315,475,734 | ) | (508,118,886 | ) | |||||||||
Loss on disposal of property and equipment
|
32,432 | 45,639 | 79,756 | 12,223 | ||||||||||||
Unrealized foreign exchange (gain) loss, net
|
(1,447,099 | ) | (5,141,112 | ) | 8,848,354 | 1,356,070 | ||||||||||
Deferred income tax (benefit) expense
|
(32,694,920 | ) | (9,034,211 | ) | 248,151,964 | 38,030,952 | ||||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||
Accounts receivable
|
(918,623 | ) | (56,086,171 | ) | 6,968,776 | 1,068,012 | ||||||||||
Financing receivables
|
(20,750,252 | ) | (39,987,198 | ) | (83,186,886 | ) | (12,748,948 | ) | ||||||||
Contract assets
|
— | 23,104,124 | (613,648,965 | ) | (94,045,818 | ) | ||||||||||
Receivables from related parties
|
9,636,927 | — | — | — | ||||||||||||
Other current and
non-current
assets
|
33,100,697 | (56,811,099 | ) | (694,994,714 | ) | (106,512,600 | ) | |||||||||
Payables to related parties
|
(1,514,984 | ) | — | — | — | |||||||||||
Risk assurance liabilities
|
43,628,637 | 52,484,356 | 198,608,646 | 30,438,107 | ||||||||||||
Other current and
non-current
liabilities
|
(168,733,602 | ) | (4,124,725 | ) | 52,774,440 | 8,088,036 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by/ (used in) operating activities
|
|
184,786,337
|
|
|
422,895,235
|
|
|
(621,612,202
|
)
|
|
(95,266,239
|
)
|
||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from investing activities:
|
||||||||||||||||
Repayments of finance lease receivables
|
1,114,545,502 | 1,358,838,393 | 1,839,778,206 | 281,958,346 | ||||||||||||
Origination of finance lease receivables
|
(2,024,328,766 | ) | (2,071,721,858 | ) | (2,256,358,577 | ) | (345,802,081 | ) | ||||||||
Proceeds from collection of short-term consumer financing receivables
|
— | 25,140,348 | 12,248,145 | 1,877,110 | ||||||||||||
Origination of short-term consumer financing receivables
|
— | (39,716,300 | ) | — | — | |||||||||||
Proceeds from redemption of short-term investments
|
2,618,890,000 | 7,295,012,425 | 1,020,672,114 | 156,424,845 | ||||||||||||
Proceeds from available for sale financial assets
|
— | 179,351,253 | 12,182,947 | 1,867,118 | ||||||||||||
Proceeds from third party loans
|
— | 26,743,400 | — | — | ||||||||||||
Proceeds from long-term investments
|
— | 90,521,295 | — | — | ||||||||||||
Disposal of equity method investments
|
143,770 | 100,000 | — | — | ||||||||||||
Proceeds from repayments of loans from shareholders
|
114,000,000 | — | — | — | ||||||||||||
Disposal of property and equipment and intangible assets
|
— | 8,475 | 31,840 | 4,880 | ||||||||||||
Purchase of short-term investments
|
(2,821,444,000 | ) | (7,613,350,054 | ) | (1,116,757,156 | ) | (171,150,522 | ) | ||||||||
Purchase of long-term investments
|
(100,000,000 | ) | (406,307,000 | ) | — | — | ||||||||||
Purchases of property and equipment and intangible assets
|
(14,389,405 | ) | (43,025,999 | ) | (5,360,566 | ) | (821,543 | ) | ||||||||
Step acquisitions, net of cash acquired
|
(108,361,071 | ) | — | — | — | |||||||||||
Origination of loans provided to related parties and third-parties
|
(417,703,400 | ) | — | — | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in investing activities
|
|
(1,638,647,370
|
)
|
|
(1,198,405,622
|
)
|
|
(493,563,047
|
)
|
|
(75,641,847
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
For the years ended December 31,
|
|
|||||||||||||
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||||
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||||||||||
Proceeds from contribution of shareholders net of incremental costs
|
3,307,348,769 | — | — | — | ||||||||||||
Proceeds from initial public offering, net of issuance costs
|
272,145,213 | — | — | — | ||||||||||||
Payment to repurchase treasury shares
|
— | (20,638,881 | ) | (49,219,318 | ) | (7,543,190 | ) | |||||||||
Liquidation of subsidiaries
|
— | (574,212 | ) | (467,433 | ) | (71,637 | ) | |||||||||
Proceeds from borrowings
|
616,245,628 | 2,695,357,550 | 3,369,740,855 | 516,435,380 | ||||||||||||
Proceeds from exercise of share options
|
— | — | 6,693,716 | 1,025,857 | ||||||||||||
Purchase of subsidiary’s equity from
non-controlling
interest holder
|
(4,488,906 | ) | — | (24,144,000 | ) | (3,700,230 | ) | |||||||||
Repayment of borrowings
|
(73,057,135 | ) | (1,686,482,435 | ) | (3,416,211,500 | ) | (523,557,318 | ) | ||||||||
Distribution to shareholders
|
(27,063,546 | ) | (257,114,132 | ) | (267,214,749 | ) | (40,952,452 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by/ (used in) financing activities
|
|
4,091,130,023
|
|
|
730,547,890
|
|
|
(380,822,429
|
)
|
|
(58,363,590
|
)
|
||||
|
|
|
|
|
|
|
|
|||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
110,476,450 | 11,516,258 | (36,093,321 | ) | (5,531,543 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
2,747,745,440
|
|
|
(33,446,239
|
)
|
|
(1,532,090,999
|
)
|
|
(234,803,219
|
)
|
||||
|
|
|
|
|
|
|
|
|||||||||
Cash, cash equivalents and restricted cash at beginning of the year
|
1,132,683,522 | 3,880,428,962 | 3,846,982,723 | 589,575,896 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash, cash equivalents and restricted cash at the end of the year
|
|
3,880,428,962
|
|
|
3,846,982,723
|
|
|
2,314,891,724
|
|
|
354,772,677
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
|
||||||||||||||||
Cash and cash equivalents
|
2,912,901,189 | 2,002,314,688 | 1,426,899,576 | 218,681,927 | ||||||||||||
Restricted cash – current
|
298,900,155 | 970,993,759 | 9,693,008 | 1,485,518 | ||||||||||||
Restricted cash –
non-current
|
668,627,618 | 873,674,276 | 878,299,140 | 134,605,232 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
|
|
3,880,428,962
|
|
|
3,846,982,723
|
|
|
2,314,891,724
|
|
|
354,772,677
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Supplemental disclosures of cash flow information:
|
||||||||||||||||
Cash paid for income taxes
|
130,531,099 | 78,203,607 | 101,878,045 | 15,613,493 | ||||||||||||
Cash paid for interest
|
3,776,454 | 154,589,750 | 139,952,105 | 21,448,598 |
1.
|
ORGANIZATION
|
Entity
|
|
Date of incorporation
|
|
|
Place of
incorporation |
|
|
Percentage of
legal ownership by the Company |
|
|
Principal activities
|
|||
Subsidiaries
|
|
|
|
|
||||||||||
Cango Group Limited (“Cango HK”)
|
|
|
October 31, 2017
|
|
|
|
Hong Kong
(“HK”)
|
|
|
|
100
|
%
|
|
Investment holding |
Express Group Development Limited (“Express Limited”)
|
|
|
June 30, 2016
|
|
|
|
HK
|
|
|
|
100
|
%
|
|
Investment holding |
Can Gu Long (Shanghai) Information Technology Consultation Service Co., Ltd. (“Cangulong” or Wholly Foreign Owned Enterprise “WFOE”)
|
|
|
January 25, 2018
|
|
|
|
PRC
|
|
|
|
100
|
%
|
|
Investment holding |
VIE
|
|
|
|
|
||||||||||
Shanghai Cango Investment and Management Consultation Service Co., Ltd. (“Shanghai Cango”)
|
|
|
August 30, 2010
|
|
|
|
PRC
|
|
|
|
Nil
|
|
|
Provision of automotive financing facilitation, automotive transaction facilitation and aftermarket service facilitation. |
1.
|
ORGANIZATION - CONTINUED
|
|
(1)
|
Power of Attorney Agreements:
|
|
(2)
|
Exclusive Option Agreement:
|
|
(3)
|
Exclusive Business Cooperation Agreement:
|
1.
|
ORGANIZATION - CONTINUED
|
|
(4)
|
Equity Pledge Agreement
|
|
1)
|
Financial support undertaking letter
|
|
2)
|
Resolutions of the sole director of Cango Inc. (the “Resolutions”)
|
1.
|
ORGANIZATION - CONTINUED
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Cash and cash equivalents
|
1,781,925,125 | 1,003,740,459 | 153,829,955 | |||||||||
Other current assets
|
2,364,681,520 | 3,194,408,176 | 489,564,471 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets
|
|
4,146,606,645
|
|
|
4,198,148,635
|
|
|
643,394,426
|
|
|||
|
|
|
|
|
|
|||||||
Finance lease
receivables—non-current
|
1,448,958,373 | 1,454,499,864 | 222,911,857 | |||||||||
Other
non-current
assets
|
1,469,144,834 | 1,754,832,407 | 268,939,831 | |||||||||
|
|
|
|
|
|
|||||||
Total
non-current
assets
|
|
2,918,103,207
|
|
|
3,209,332,271
|
|
|
491,851,688
|
|
|||
|
|
|
|
|
|
|||||||
Total assets
|
|
7,064,709,852
|
|
|
7,407,480,906
|
|
|
1,135,246,114
|
|
|||
|
|
|
|
|
|
|||||||
Short-term debts
|
1,439,749,760 | 355,816,940 | 54,531,332 | |||||||||
Other current liabilities
|
1,468,827,161 | 2,088,849,541 | 320,130,199 | |||||||||
|
|
|
|
|
|
|||||||
Total current liabilities
|
|
2,908,576,921
|
|
|
2,444,666,481
|
|
|
374,661,531
|
|
|||
|
|
|
|
|
|
|||||||
Long-term debts
|
301,667,717 | 977,791,191 | 149,853,056 | |||||||||
Other
non-current
liabilities
|
34,126,296 | 17,394,154 | 2,665,771 | |||||||||
|
|
|
|
|
|
|||||||
Total
non-current
liabilities
|
|
335,794,013
|
|
|
995,185,345
|
|
|
152,518,827
|
|
|||
|
|
|
|
|
|
|||||||
Total liabilities
|
|
3,244,370,934
|
|
|
3,439,851,826
|
|
|
527,180,358
|
|
|||
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Revenues
|
1,091,431,610 | 1,440,068,825 | 2,052,431,752 | 314,548,928 | ||||||||||||
Net income
|
298,973,421 | 353,558,726 | 399,366,632 | 61,205,614 |
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Net cash provided by/ (used in) operating activities
|
129,762,525 | 405,810,921 | (626,884,394 | ) | (96,074,237 | ) | ||||||||||
Net cash used in investing activities
|
(1,474,496,320 | ) | (782,481,722 | ) | (81,038,760 | ) | (12,419,733 | ) | ||||||||
Net cash provided by/ (used in) financing activities
|
2,253,082,674 | 1,004,220,135 | (71,082,260 | ) | (10,893,833 | ) |
1.
|
ORGANIZATION - CONTINUED
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Finance lease receivables – current
|
556,315,579 | 605,746,128 | 92,834,656 | |||||||||
Other current assets
|
88,136,131 | 224,309 | 34,377 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets
|
|
644,451,710
|
|
|
605,970,437
|
|
|
92,869,033
|
|
|||
|
|
|
|
|
|
|||||||
Finance lease receivable –
non-current
|
389,666,998 | 101,206,823 | 15,510,624 | |||||||||
Total
non-current
assets
|
|
389,666,998
|
|
|
101,206,823
|
|
|
15,510,624
|
|
|||
|
|
|
|
|
|
|||||||
Total assets
|
|
1,034,118,708
|
|
|
707,177,260
|
|
|
108,379,657
|
|
|||
|
|
|
|
|
|
|||||||
Long-term debts—current
|
539,153,392 | 401,761,874 | 61,572,701 | |||||||||
Other current liabilities
|
60,727,770 | 59,187 | 9,071 | |||||||||
|
|
|
|
|
|
|||||||
Total current liabilities
|
|
599,881,162
|
|
|
401,821,061
|
|
|
61,581,772
|
|
|||
|
|
|
|
|
|
|||||||
Long-term borrowings
|
79,884,342 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total
non-current
liabilities
|
|
79,884,342
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|||||||
Total liabilities
|
|
679,765,504
|
|
|
401,821,061
|
|
|
61,581,772
|
|
|||
|
|
|
|
|
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
• |
Identify the contract(s) with a customer;
|
• |
Identify the performance obligations in the contract;
|
• |
Determine the transaction price;
|
• |
Allocate the transaction price to the performance obligations in the contract; and
|
• |
Recognize revenue when (or as) the entity satisfies a performance obligation.
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
|
3.
|
SHORT-TERM INVESTMENTS
|
Cost basis | Unrealized Gains | Balance | Balance | |||||||||||||
RMB | RMB | RMB | USD | |||||||||||||
Equity investment:
|
||||||||||||||||
As of December 31, 2019
|
506,307,000 | 41,581,818 | 547,888,818 | 80,695,301 | ||||||||||||
As of December 31, 2020
|
495,750,000 | 3,190,793,199 | 3,686,543,199 | 564,987,463 |
4.
|
ACCOUNTS RECEIVABLE, NET
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Accounts receivable
|
148,562,946 | 141,594,170 | 21,700,256 | |||||||||
Less: Allowance for doubtful accounts
|
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Accounts receivable, net
|
148,562,946 | 141,594,170 | 21,700,256 | |||||||||
|
|
|
|
|
|
5.
|
GOODWILL
|
Shanghai Chejia
|
||||||||
RMB
|
US$
|
|||||||
Balance at December 31, 2018
|
145,063,857 | 21,098,663 | ||||||
|
|
|
|
|||||
Balance at December 31, 2019
|
145,063,857 | 20,837,119 | ||||||
|
|
|
|
|||||
Balance at December 31, 2020
|
145,063,857 | 22,232,009 | ||||||
|
|
|
|
6.
|
FINANCE LEASE RECEIVABLES, NET
|
6.1 |
Finance lease receivables consists of the following:
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Finance lease receivables
|
3,484,919,078 | 3,848,670,074 | 589,834,494 | |||||||||
Add:
|
420,074 | 390,796 | 59,893 | |||||||||
Less:
|
(356,209,820 | ) | (335,437,061 | ) | (51,407,979 | ) | ||||||
Less:
|
(19,088,837 | ) | (23,726,420 | ) | (3,636,233 | ) | ||||||
|
|
|
|
|
|
|||||||
Total finance lease receivables, net
|
|
3,110,040,495
|
|
|
3,489,897,389
|
|
|
534,850,175
|
|
|||
|
|
|
|
|
|
|||||||
Finance lease receivables—current
|
1,661,082,122 | 2,035,397,525 | 311,938,318 | |||||||||
Finance lease
receivables—non-current
|
1,448,958,373 | 1,454,499,864 | 222,911,857 |
|
|
Contractual maturities
|
|
|||||||||||||||||
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
Thereafter
|
|
|
Total
|
|
|||||
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|||||
Finance lease receivables
|
2,154,625,037 | 1,163,138,961 | 524,223,451 | 6,682,625 | 3,848,670,074 | |||||||||||||||
US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
Finance lease receivables
|
330,210,734 | 178,258,844 | 80,340,759 | 1,024,157 | 589,834,494 |
6.3 |
The following table presents the aging of finance lease receivables principal as of December 31, 2019 and 2020:
|
As of December 31,
|
||||||||||||
2019
|
2020
|
|||||||||||
RMB
|
RMB
|
US$
|
||||||||||
Aging of finance lease receivables principal:
|
||||||||||||
Current
|
|
3,043,067,511
|
|
|
3,423,777,666
|
|
|
524,716,884
|
|
|||
1-30
days past due
|
|
70,311,661
|
|
|
68,919,540
|
|
|
10,562,382
|
|
|||
31-60
days past due
|
|
4,672,808
|
|
|
7,515,295
|
|
|
1,151,769
|
|
|||
61-90
days past due
|
|
2,821,449
|
|
|
5,260,689
|
|
|
806,236
|
|
|||
91-120
days past due
|
|
3,500,436
|
|
|
3,678,200
|
|
|
563,709
|
|
|||
121-150
days past due
|
|
1,977,944
|
|
|
2,570,865
|
|
|
394,002
|
|
|||
151-180
days past due
|
|
2,777,523
|
|
|
1,901,554
|
|
|
291,426
|
|
|||
|
|
|
|
|
|
|||||||
|
3,129,129,332
|
|
|
3,513,623,809
|
|
|
538,486,408
|
|
||||
|
|
|
|
|
|
|
|
As of December 31,
|
|
|||||||||
|
|
2019
|
|
|
2020
|
|
||||||
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|||
Balance at the beginning of the year
|
|
|
13,544,836
|
|
|
|
19,088,837
|
|
|
|
2,925,492
|
|
Additions
|
|
18,855,252
|
|
|
36,282,049
|
|
|
5,560,468
|
|
|||
Charge-offs
|
|
(13,311,251
|
)
|
|
(31,644,466
|
)
|
|
(4,849,727
|
)
|
|||
|
|
|
|
|
|
|||||||
Balance at the end of the year
|
|
19,088,837
|
|
|
23,726,420
|
|
|
3,636,233
|
|
|||
|
|
|
|
|
|
7.
|
PREPAYMENTS AND OTHER CURRENT ASSETS
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Prepayments for vehicles
|
4,250,400 | 403,116,119 | 61,780,248 | |||||||||
Vehicles and telematics devices
|
6,790,158 | 54,725,824 | 8,387,099 | |||||||||
Accrued input value-added tax
|
4,382,079 | 26,623,275 | 4,080,195 | |||||||||
Deposits held by third-parties
|
5,737,012 | 18,171,682 | 2,784,932 | |||||||||
Prepaid expenses
|
7,768,447 | 14,331,513 | 2,196,400 | |||||||||
Other receivables from third parties
|
55,506,906 | 10,461,282 | 1,603,262 | |||||||||
Interest receivables
|
15,348,204 | 4,889,508 | 749,350 | |||||||||
Loan to suppliers
|
3,415,680 | 1,573,800 | 241,195 | |||||||||
Others
|
14,246,396 | 24,467,956 | 3,749,880 | |||||||||
|
|
|
|
|
|
|||||||
|
117,445,282
|
|
|
558,360,959
|
|
|
85,572,561
|
|
||||
|
|
|
|
|
|
8.
|
INTANGIBLE ASSETS
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Finite-lived intangible asset:
|
||||||||||||
Software
|
3,641,588 | 4,164,764 | 638,278 | |||||||||
Less: Accumulated amortization
|
(1,974,849 | ) | (2,368,396 | ) | (362,973 | ) | ||||||
|
|
|
|
|
|
|||||||
Total finite-lived intangible asset
|
1,666,739 | 1,796,368 | 275,305 | |||||||||
|
|
|
|
|
|
|||||||
Indefinite-lived intangible asset:
|
||||||||||||
License*
|
43,091,503 | 43,091,503 | 6,604,062 | |||||||||
|
|
|
|
|
|
|||||||
Total infinite-lived intangible asset
|
43,091,503 | 43,091,503 | 6,604,062 | |||||||||
|
|
|
|
|
|
|||||||
44,758,242 | 44,887,871 | 6,879,367 | ||||||||||
|
|
|
|
|
|
As of December 31, | ||||||||||||||||||||
2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||||||||||
Software
|
284,240 | 248,998 | 200,631 | 194,840 | 194,840 | |||||||||||||||
US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
Software
|
43,562 | 38,161 | 30,748 | 29,860 | 29,860 |
* |
The Company acquired Fushun Insurance Brokerage Co., Ltd in 2019. The acquisition met the “substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets” criteria and is not considered a business combination in accordance with ASC Topic 805.
|
9.
|
SHORT-TERM AND LONG-TERM DEBTS
|
Name
|
|
Fixed annual rate (%)
|
|
|
Term
|
|
|
As of December 31, 2019
|
|
|||||||
|
|
|
|
|
|
|
|
RMB
|
|
|||||||
Short-term borrowings
|
|
|
2.51 |
%-7.00%
|
|
|
1-12 months
|
|
|
|
|
1,439,749,760
|
|
|||
Name
|
|
Fixed annual rate (%)
|
|
|
Term
|
|
|
As of December 31, 2020
|
|
|||||||
|
|
|
|
|
|
|
|
RMB
|
|
|
US$
|
|
||||
Short-term borrowings
|
|
|
3.40 |
%-6.80%
|
|
|
1-12 months
|
|
|
|
355,816,940
|
|
|
|
54,531,332
|
|
Name
|
|
Fixed annual rate (%)
|
|
|
Term
|
|
|
As of December 31, 2019
|
|
|||||||
|
|
|
|
|
|
|
|
RMB
|
|
|||||||
Securitization debt payables (i)
|
|
|
5.06 |
%-5.20%
|
|
|
15-18 months
|
|
|
|
|
619,037,733
|
|
|||
Co-financing
debt payables (ii)
|
|
|
6.50 |
%-6.60%
|
|
|
24-36
months
|
|
|
|
|
446,048,773
|
|
|||
Long-term
borrowings
|
|
|
4.75 |
%
|
|
|
36
|
|
|
|
|
100,000,000
|
|
|||
|
|
|
|
|
|
|||||||||||
|
|
|
|
1,165,086,506
|
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Name
|
|
Fixed annual rate (%)
|
|
|
Term
|
|
|
As of December 31, 2020
|
|
|||||||
|
|
|
|
|
|
|
|
RMB
|
|
|
US$
|
|
||||
Securitization debt payables (i)
|
|
|
4.73 |
%-6.00%
|
|
|
18-20 months
|
|
|
|
401,761,874
|
|
|
|
61,572,701
|
|
Co-financing
debt payables (ii)
|
|
|
5.5 |
%-6.60%
|
|
|
24-36
months
|
|
|
|
1,697,757,491
|
|
|
|
260,192,719
|
|
Long-term
borrowings
|
|
|
4.75 |
%-6.00%
|
|
|
36 months
|
|
|
|
107,055,556
|
|
|
|
16,406,982
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
2,206,574,921
|
|
|
|
338,172,402
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
(i) |
In the ordinary course of business, the Company transfers finance leases to certain Funding Partners. The Company periodically securitizes its finance lease receivables through the transfer of those assets to a securitization vehicle. The securitization vehicle then issues debt securities to third-party investors and the company held all subordinated tranches. However, in accordance with ASC 860
Transfers and Servicing the finance leases
619,037,734
and RMB
401,761,874
(US$
61,572,701
) are derived from such finance lease transfer.
|
(ii) |
The Company provides consumer loans to borrowers through commercial banks. The Company is required to make scheduled payments to the commercial banks regardless of borrower repayments.
|
9.
|
SHORT-TERM AND LONG-TERM DEBTS - CONTINUED
|
10.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Customer advances
|
67,098,949 | 136,893,906 | 20,979,909 | |||||||||
Payable to employees
|
42,469,850 | 66,058,774 | 10,123,950 | |||||||||
Payable to dealers
|
29,666,154 | 37,610,651 | 5,764,084 | |||||||||
Other tax payables
|
8,210,599 | 26,851,725 | 4,115,207 | |||||||||
Deposit due to third-parties
|
21,026,154 | 19,105,683 | 2,928,074 | |||||||||
Payable to suppliers
|
8,233,432 | 5,090,553 | 780,161 | |||||||||
Accrued professional service fees
|
4,380,000 | 4,630,000 | 709,579 | |||||||||
Interest payable
|
2,890,110 | 1,237,131 | 189,599 | |||||||||
Amount due to third-parties
|
59,764,366 | — | — | |||||||||
Derivative financial liability
|
3,289,676 | — | — | |||||||||
Others
|
31,660,944 | 27,255,779 | 4,177,131 | |||||||||
|
|
|
|
|
|
|||||||
278,690,234 | 324,734,202 | 49,767,694 | ||||||||||
|
|
|
|
|
|
11.
|
RISK ASSURANCE LIABILITIES
|
As of December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Balance at the beginning of the year
|
173,210,363 | 259,952,473 | 39,839,459 | |||||||||
Fair value of risk assurance liabilities upon the inception of new loans
|
166,911,451 | 348,921,174 | 53,474,509 | |||||||||
Performed risk assurance liabilities
|
(114,427,095 | ) | (150,312,528 | ) | (23,036,402 | ) | ||||||
Net loss on risk assurance liabilities
|
34,257,754 | 2,268,180 | 347,614 | |||||||||
|
|
|
|
|
|
|||||||
Balance at the end of the year
|
259,952,473 | 460,829,299 | 70,625,180 | |||||||||
|
|
|
|
|
|
12.
|
COST OF REVENUE
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Cost of vehicle
|
6,596,813 | 11,176,116 | 619,227,148 | 94,900,712 | ||||||||||||
Leasing interest expense
|
21,223,412 | 116,965,519 | 132,322,922 | 20,279,375 | ||||||||||||
Commission to car dealerships
|
203,845,998 | 158,100,562 | 117,985,878 | 18,082,127 | ||||||||||||
Staff incentive
|
71,538,976 | 98,173,090 | 84,046,881 | 12,880,748 | ||||||||||||
Staff cost
|
59,630,520 | 72,999,170 | 73,975,397 | 11,337,226 | ||||||||||||
Others
|
67,223,318 | 81,852,960 | 70,562,523 | 10,814,180 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
430,059,037 | 539,267,417 | 1,098,120,749 | 168,294,368 | |||||||||||||
|
|
|
|
|
|
|
|
13.
|
OTHER INCOME, NET
|
|
|
|
|
|||||||||||||
|
|
For the years ended December 31,
|
|
|||||||||||||
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||||
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
||||
Government subsidy
|
33,061,272 | 36,769,550 | 35,888,591 | 5,500,167 | ||||||||||||
Others
|
(360,526 | ) | 4,530,914 | 13,250,746 | 2,030,766 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
32,700,746 | 41,300,464 | 49,139,337 | 7,530,933 | |||||||||||||
|
|
|
|
|
|
|
|
14.
|
INCOME TAXES
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Cayman Islands
|
6,053,039 | (5,359,465 | ) | 3,309,525,351 | 507,206,950 | |||||||||||
Hong Kong
|
5,855,270 | 18,479,616 | (14,414,430 | ) | (2,209,108 | ) | ||||||||||
China
|
384,098,580 | 474,699,082 | 448,162,790 | 68,683,952 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total profit before income taxes
|
|
396,006,889
|
|
|
487,819,233
|
|
|
3,743,273,711
|
|
|
573,681,794
|
|
||||
|
|
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Current income tax expense
|
121,777,474 | 91,994,704 | 121,701,686 | 18,651,600 | ||||||||||||
Deferred income tax (benefit) expense
|
(32,694,920 | ) | (9,034,211 | ) | 248,151,964 | 38,030,952 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total income tax expense
|
89,082,554 | 82,960,493 | 369,853,650 | 56,682,552 | ||||||||||||
|
|
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||
2019 | 2020 | |||||||||||
RMB | RMB | US$ | ||||||||||
Non-current
deferred tax assets
|
||||||||||||
Risk assurance liabilities
|
87,316,488 | 223,500,138 | 34,252,895 | |||||||||
Accrued expense
|
9,778 | — | — | |||||||||
Provision for credit losses
|
21,087,186 | 55,584,637 | 8,518,718 | |||||||||
Customer advances
|
4,818,590 | 5,687,968 | 871,719 | |||||||||
Donation
|
— | 125,000 | 19,157 | |||||||||
Net operating loss carry-forward
|
9,561,155 | 65,558,135 | 10,047,224 | |||||||||
Less: valuation allowance
|
(9,561,155 | ) | (7,148,961 | ) | (1,095,626 | ) | ||||||
Non-current
deferred tax assets, net
|
113,232,042 | 343,306,917 | 52,614,087 | |||||||||
|
|
|
|
|
|
|||||||
Non-current
deferred tax liabilities
|
||||||||||||
Acquisition of insurance brokerage license
|
(10,724,126 | ) | (10,724,126 | ) | (1,643,544 | ) | ||||||
Unrealized gain on long-term investment
|
(11,009,130 | ) | (11,009,130 | ) | (1,687,223 | ) | ||||||
Contract assets
|
(1,605,803 | ) | (162,308,288 | ) | (24,874,833 | ) | ||||||
Unrealized tax on capital gains
|
(1,554,966 | ) | — | — | ||||||||
Withholding tax
|
— | (319,079,320 | ) | (48,901,045 | ) | |||||||
Non-current
deferred tax liabilities
|
(24,894,025 | ) | (503,120,864 | ) | (77,106,645 | ) | ||||||
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Income before provision of income tax
|
396,006,889 | 487,819,233 | 3,743,273,711 | 573,681,794 | ||||||||||||
PRC statutory income tax rate
|
25 | % | 25 | % | 25 | % | 25 | % | ||||||||
Income tax at statutory tax rate
|
99,001,722 | 121,954,808 | 935,818,428 | 143,420,449 | ||||||||||||
Tax rate differential
|
(2,010,958 | ) | (36,157,163 | ) | (852,831,321 | ) | (130,702,118 | ) | ||||||||
Over-accrued EIT for previous years
|
— | (39,664,283 | ) | — | — | |||||||||||
Impact of tax rate change
|
— |
36,367,754
|
(35,511,678 | ) | (5,442,403 | ) | ||||||||||
Utilization of net operating loss carry-forward
|
— | (9,708,887 | ) | — | — | |||||||||||
Non-deductible
expenses
|
7,970,647 | 22,277,780 | 19,219,052 | 2,945,449 | ||||||||||||
Research and development super-deduction
|
(12,520,141 | ) | (9,961,515 | ) | (10,970,775 | ) | (1,681,345 | ) | ||||||||
Non-taxable
income
|
(2,497,058 | ) | (3,587,542 | ) | (982,266 | ) | (150,539 | ) | ||||||||
Change in valuation allowance
|
(861,658 | ) | 1,439,541 | (2,412,144 | ) | (369,677 | ) | |||||||||
Withholding tax
|
— | — | 317,524,354 | 48,662,736 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income tax expenses
|
89,082,554 | 82,960,493 | 369,853,650 | 56,682,552 | ||||||||||||
|
|
|
|
|
|
|
|
14.
|
INCOME TAXES - CONTINUED
|
15.
|
EARNINGS PER SHARE (“EPS”)
|
For the years ended December 31, | ||||||||||||||||||||||||||||||||
Basic EPS:
|
2018 | 2019 | 2020 | |||||||||||||||||||||||||||||
Class A
Shares |
Class B
Shares |
Class A
Ordinary |
Class B
Ordinary |
Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | US$ | RMB | US$ | |||||||||||||||||||||||||
Numerator:
|
||||||||||||||||||||||||||||||||
Net income attributable to Cango Inc’s shareholders
|
216,674,865 | 86,017,200 | 289,646,757 | 101,267,135 | 2,513,009,017 | 385,135,482 | 856,508,830 | 131,265,720 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Denominator:
|
||||||||||||||||||||||||||||||||
Number of shares used for Basic EPS computation (millions of shares)
|
199.83 | 79.33 | 224.07 | 78.34 | 224.10 | 224.10 | 76.38 | 76.38 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Basic EPS
|
1.08 | 1.08 | 1.29 | 1.29 | 11.21 | 1.72 | 11.21 | 1.72 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||||||||||||||||||
Diluted EPS:
|
2018 | 2019 | 2020 | |||||||||||||||||||||||||||||
Class A
Ordinary |
Class B
Ordinary |
Class A
Ordinary |
Class B
Ordinary |
Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | US$ | RMB | US$ | |||||||||||||||||||||||||
Numerator:
|
||||||||||||||||||||||||||||||||
Net income attributable to ordinary shareholders
|
217,201,601 | 85,490,464 | 289,937,256 | 100,976,636 | 2,522,647,912 | 386,612,707 | 846,869,935 | 129,788,495 | ||||||||||||||||||||||||
Reallocation of net income as a result of conversion of Class B to Class A shares
|
85,490,464 | — | 100,976,636 | — | 846,869,935 | 129,788,495 | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income attributable to ordinary shareholders for diluted EPS
|
302,692,065 | 85,490,464 | 390,913,892 | 100,976,636 | 3,369,517,847 | 516,401,202 | 846,869,935 | 129,788,495 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Denominator: (millions of shares)
|
||||||||||||||||||||||||||||||||
Number of shares used for basic EPS computation
|
199.83 | 79.33 | 224.07 | 78.34 | 224.10 | 224.10 | 76.38 | 76.38 | ||||||||||||||||||||||||
Weighted average effect of dilutive securities:
|
||||||||||||||||||||||||||||||||
Conversion of Class B to Class A ordinary shares
|
79.33 | — | 78.34 | — | 76.38 | 76.38 | — | — | ||||||||||||||||||||||||
Adjustments for dilutive share options
|
1.72 | — | 0.87 | — | 3.42 | 3.42 | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Number of shares used for diluted EPS computation
|
280.88 | 79.33 | 303.28 | 78.34 | 303.90 | 303.90 | 76.38 | 76.38 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Diluted EPS
|
1.08 | 1.08 | 1.29 | 1.29 | 11.09 | 1.70 | 11.09 | 1.70 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings per share – ADS:
|
||||||||||||||||||||||||||||||||
Denominator used for earnings per ADS – basic
|
99.92 | 112.04 | 112.05 | 112.05 | ||||||||||||||||||||||||||||
Denominator used for earnings per ADS – diluted
|
140.44 | 151.64 | 151.95 | 151.95 | ||||||||||||||||||||||||||||
Earnings per ADS – basic
|
|
2.17
|
|
|
2.59
|
|
|
22.43
|
|
|
3.44
|
|
||||||||||||||||||||
Earnings per ADS – diluted
|
|
2.16
|
|
|
2.58
|
|
|
22.18
|
|
|
3.40
|
|
16.
|
FAIR VALUE MEASUREMENTS
|
Level 1
|
|
–
|
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
Level 2
|
|
–
|
|
Include observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
Level 3
|
|
–
|
|
Unobservable inputs which are supported by little or no market activity.
|
As of December 31, 2019 | ||||||||||||||||
Active market
(Level 1) |
Observable input
(Level 2) |
Non-observable
input (Level 3)
|
Total | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Asset:
|
||||||||||||||||
Short-term investment
|
— | 597,265,740 | — | 597,265,740 | ||||||||||||
Liability:
|
||||||||||||||||
Derivative financial liability
|
— | 3,289,676 | — | 3,289,676 |
As of December 31, 2020 | ||||||||||||||||
Active market
(Level 1) |
Observable input
(Level 2) |
Non-observable input
(Level 3) |
Total | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Asset:
|
||||||||||||||||
Short-term investment
|
3,686,543,199 | 655,813,413 | — | 4,342,356,612 |
As of December 31, 2020 | ||||||||||||||||
Active market
(Level 1) |
Observable input
(Level 2) |
Non-observable input
(Level 3) |
Total | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Assets:
|
||||||||||||||||
Short-term investment
|
564,987,463 | 100,507,803 | — | 665,495,266 |
17.
|
RELATED PARTY BALANCES AND TRANSACTIONS
|
Name of related parties
|
|
Relationship with the Company
|
Mr. Jiayuan Lin
|
|
Principal shareholder and Chief Executive Officer of the Company
|
Shanghai Wangjin Investment Management Co., Ltd.
|
|
Company controlled by principal shareholder of the Company
|
Shanghai Chejia(i)
|
|
The Company’s equity method investee
|
(i) |
In September 2018, the Company acquired the remaining 50% of the equity interest in Shanghai Chejia for RMB206,000,000, and Shanghai Chejia became the wholly-owned subsidiary of the Company. Therefore, Shanghai Chejia was deemed to be a related party for the nine months ended September 30, 2018.
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Revenue
|
||||||||||||||||
Shanghai Chejia
|
14,928,349 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest income
|
||||||||||||||||
Mr. Jiayuan Lin
|
784,805 | — | — | — | ||||||||||||
Shanghai Wangjin Investment Management Co., Ltd
|
430,260 | — | — | — | ||||||||||||
Shanghai Chejia
|
2,199,730 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
3,414,795 | — | — | — | |||||||||||||
|
|
|
|
|
|
|
|
18.
|
SHARE-BASED COMPENSATION
|
As of May 25, 2018,
(date of inception) |
As of February 15, 2019,
(date of inception) |
As of October 15, 2020,
(date of inception) |
||||||||||
Batch 1 | Batch 2 | Batch 3 | ||||||||||
Risk-free interest rate (%)
|
2.93 | 2.66 | 0.74 | |||||||||
Volatility (%)
|
38.70 | 38.70 | 37.60 | |||||||||
Expected exercise multiple
|
2.80 | 2.30 | 2.30 | |||||||||
Dividend yield
|
Nil | Nil | Nil | |||||||||
Expected life (in years)
|
10.00 | 10.00 | 10.00 | |||||||||
Exercise price (US$)
|
1.7951 | 1.7951 | 1.7951 | |||||||||
Fair value of ordinary shares (RMB)
|
37.82 | 26.80 | 19.03 |
Number of
options |
Weighted
average exercise price |
Weighted average
Grant date fair value |
Aggregate Intrinsic
Value |
|||||||||||||
RMB | RMB | RMB | ||||||||||||||
Balance, May 25, 2018 (date of inception)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Granted
|
5,569,105 | 12 | 38 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2018
|
|
5,569,105
|
|
|
12
|
|
|
38
|
|
|
83,277,751
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Granted
|
5,569,105 | 12 | 27 | |||||||||||||
Exercised
|
— | — | — | |||||||||||||
Forfeited
|
(311,213 | ) | — | 34 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2019
|
|
10,826,997
|
|
|
12
|
|
|
32
|
|
|
209,536,040
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Granted
|
8,353,658 | 12 | 19 | |||||||||||||
Exercised
|
(600,014 | ) | 12 | 38 | ||||||||||||
Forfeited
|
(69,914 | ) | 12 | 24 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2020
|
|
18,510,727
|
|
|
12
|
|
|
26
|
|
|
205,922,073
|
|
||||
|
|
|
|
|
|
|
|
For the year ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Cost of revenue
|
1,369,848 | 3,372,908 | 3,075,317 | 471,313 | ||||||||||||
Sales and marketing
|
7,116,524 | 17,522,654 | 16,003,486 | 2,452,642 | ||||||||||||
General and administrative
|
23,187,170 | 57,092,589 | 55,590,630 | 8,519,636 | ||||||||||||
Research and development
|
1,737,371 | 4,277,840 | 4,085,395 | 626,114 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
33,410,913 | 82,265,991 | 78,754,828 | 12,069,705 | |||||||||||||
|
|
|
|
|
|
|
|
19.
|
COMMITMENTS AND CONTINGENCIES
|
RMB | US$ | |||||||
Year ending December 31:
|
||||||||
2021
|
17,379,941 | 2,663,592 | ||||||
2022
|
13,738,864 | 2,105,573 | ||||||
2023 and after
|
100,968,426 | 15,474,088 | ||||||
|
|
|
|
|||||
Total
|
132,087,231 | 20,243,253 | ||||||
|
|
|
|
20.
|
ORDINARY SHARES
|
21.
|
TREASURY SHARES
|
22.
|
RESTRICTED NET ASSETS
|
23.
|
SUBSEQUENT EVENTS
|
24.
|
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
|
As of December 31, | |||||||||||
2019 | 2020 | ||||||||||
RMB | RMB | US$ | |||||||||
ASSETS
|
|||||||||||
Current assets
|
|||||||||||
Cash and cash equivalents
|
1,182,416 | 114,892,815 | 17,608,094 | ||||||||
Short-term investments
|
— | 4,045,157,224 | 619,947,467 | ||||||||
Short-term amounts due from related parties
|
1,474,327,047 | 619,608,050 | 94,959,088 | ||||||||
Other current assets
|
— | 3,578,607 | 548,446 | ||||||||
|
|
|
|
|
|
||||||
Total Current assets
|
|
1,475,509,463
|
|
|
4,783,236,696
|
|
|
733,063,095
|
|
||
|
|
|
|
|
|
||||||
Non-current
assets
|
|||||||||||
Investments in subsidiaries, VIE and VIE’s subsidiaries
|
4,002,882,982 | 3,596,657,570 | 551,211,888 | ||||||||
|
|
|
|
|
|
||||||
Total
non-current
assets
|
4,002,882,982 | 3,596,657,570 | 551,211,888 | ||||||||
|
|
|
|
|
|
||||||
Total assets
|
|
5,478,392,445
|
|
|
8,379,894,266
|
|
|
1,284,274,983
|
|
||
|
|
|
|
|
|
||||||
LIABILITIES
|
|||||||||||
Current liabilities
|
|||||||||||
Other current liabilities
|
542,906 | 4,685,129 | 718,027 | ||||||||
|
|
|
|
|
|
||||||
Total current liabilities
|
|
542,906
|
|
|
4,685,129
|
|
|
718,027
|
|
||
|
|
|
|
|
|
||||||
Total liabilities
|
|
542,906
|
|
|
4,685,129
|
|
|
718,027
|
|
||
|
|
|
|
|
|
||||||
Shareholders’ equity
|
|||||||||||
Class A Ordinary shares (par value of US$0.0001 per share; 420,674,280 shares authorized as of December 31, 2019 and 2020, respectively; 225,831,214 shares issued and 224,968,102 shares outstanding as of December 31, 2019; 227,831,213 shares issued and 224,771,083 shares outstanding as of December 31, 2020)
|
153,044 | 154,483 | 23,676 | ||||||||
Class B Ordinary shares (par value of US$0.0001 per share; 79,325,720 shares authorized as of December 31, 2019 and 2020, respectively; 76,978,677 shares issued and outstanding as of December 31, 2019; 74,978,677 shares issued and outstanding as of December 31, 2020)
|
51,216 | 49,777 | 7,629 | ||||||||
Treasury shares
|
(20,638,881 | ) | (56,419,225 | ) | (8,646,625 | ) | |||||
Additional
paid-in
capital
|
4,526,344,454 | 4,591,455,557 | 703,671,350 | ||||||||
Accumulated other comprehensive income
|
119,430,738 | (115,386,427 | ) | (17,683,744 | ) | ||||||
Retained earnings
|
852,508,968 | 3,955,354,972 | 606,184,670 | ||||||||
|
|
|
|
|
|
||||||
Total shareholders’ equity
|
|
5,477,849,539
|
|
|
8,375,209,137
|
|
|
1,283,556,956
|
|
||
|
|
|
|
|
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
5,478,392,445
|
|
|
8,379,894,266
|
|
|
1,284,274,983
|
|
||
|
|
|
|
|
|
25.
|
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - CONTINUED
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
General and administrative
|
(6,896,907 | ) | (10,164,242 | ) | (11,854,536 | ) | (1,816,787 | ) | ||||||||
Interest Income
|
12,949,945 | 4,831,112 | 1,889,711 | 289,611 | ||||||||||||
Foreign exchange loss
|
— | (26,334 | ) | (706,543 | ) | (108,282 | ) | |||||||||
Fair value change of equity investment
|
— | — | 3,315,475,734 | 508,118,886 | ||||||||||||
Income from equity method investments
|
296,639,027 | 396,273,356 | 59,992,497 | 9,194,251 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income
|
— | — | 4,725,168 | 724,164 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other expense
|
— | — | (4,184 | ) | (641 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income before income taxes
|
|
302,692,065
|
|
|
390,913,892
|
|
|
3,369,517,847
|
|
|
516,401,202
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Income tax expense
|
— | — | — | — | ||||||||||||
Net income
|
|
302,692,065
|
|
|
390,913,892
|
|
|
3,369,517,847
|
|
|
516,401,202
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
109,851,694 | 9,977,742 | (234,817,165 | ) | (35,987,305 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income, net of tax
|
|
412,543,759
|
|
|
400,891,634
|
|
|
3,134,700,682
|
|
|
480,413,897
|
|
||||
|
|
|
|
|
|
|
|
For the years ended December 31, | ||||||||||||||||
2018 | 2019 | 2020 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
Net income
|
302,692,065 | 390,913,892 | 3,369,517,847 | 516,401,202 | ||||||||||||
Fair value change of equity investment
|
— | — | (3,315,475,734 | ) | (508,118,886 | ) | ||||||||||
Share of profit in subsidiaries, VIE and VIE’s subsidiaries
|
(296,639,027 | ) | (396,273,356 | ) | (59,992,497 | ) | (9,194,251 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
|
3,682,656
|
|
|
(2,989,082
|
)
|
|
(13,000,544
|
)
|
|
(1,992,422
|
)
|
||||
Net cash (used in) provided by investing activities
|
|
(2,818,225,871
|
)
|
|
(604,084,150
|
)
|
|
456,658,680
|
|
|
69,986,005
|
|
||||
Net cash provided by (used in) financing activities
|
|
3,576,481,519
|
|
|
(274,666,096
|
)
|
|
(310,709,163
|
)
|
|
(47,618,262
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
108,586,347 | 12,397,093 | (19,238,574 | ) | (2,948,440 | ) | ||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
870,524,651
|
|
|
(869,342,235
|
)
|
|
113,710,399
|
|
|
17,426,881
|
|
||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents and restricted cash at beginning of the year
|
— | 870,524,651 | 1,182,416 | 181,213 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents and restricted cash at end of the year
|
|
870,524,651
|
|
|
1,182,416
|
|
|
114,892,815
|
|
|
17,608,094
|
|
||||
|
|
|
|
|
|
|
|
Exhibit 4.17
Contract No.: WeBank (CGW) HZ 2020 No. 001
Cooperation Agreement on Automobile Finance Business of WeBank
Party A: Shenzhen Qianhai WeBank Co., Ltd.
Address: Block A, Building 7, Shenzhen Bay Science and Technology Ecological Park, No. 1819 Shahe West Road, Nanshan District, Shenzhen
Legal representative: Gu Min
Contact information: [REDACTED]
Party B: Shanghai Cango Investment and Management Consultation Service Co., Ltd.
Address: 10/F, Building 3, Youyou Century Square, No. 428 Yangwan South Road, Pudong New Area, Shanghai
Legal representative: Zhang Xiaojun
Contact information: [REDACTED]
Party A and Party B, through friendly consultation, have reached this Agreement on matters such as the cooperation scenarios and term of cooperation of automobile finance business.
Article I Cooperation Scenarios
1.1 Vehicle purchase scenario: Party A shall provide financial services for vehicle purchase for customers through Party Bs recommendation, in order to meet the customers demands for purchasing vehicles and/or automobile accessories (services).
1.2 Vehicle rental scenario: Party A shall provide financial services for vehicle rental for customers through Party Bs recommendation, in order to meet customers demands for renting cars and/or automobile accessories (services).
1.3 After-market scenario: Party A shall provide after-market financial services for customers through Party Bs recommendation, in order to meet customers after-sales transaction demands.
1.4 Other scenarios related to vehicle owners or vehicles: Party A shall provide other financial services for customers through Party Bs recommendation, in order to meet other consumption demands of customers with vehicles.
Article II Term of Cooperation
2.1 This Agreement shall take effect as of April 29, 2020 for a period of two years. If either party fails to receive a written notice from the other party before the above-mentioned term of cooperation expires, the term of cooperation of this Agreement shall be automatically extended for one year and only once.
2.2 Where the existing customer loans under this Agreement have not been fully paid off upon the expiration of term of cooperation between Party A and Party B, the business involving the existing customers shall still be subject to the terms of this Agreement until all existing customer loans are settled; in order to avoid ambiguity, no new customers loan business shall be conducted according to this Agreement after the expiration of term of cooperation.
Article III Rights and Responsibilities of Both Parties
3.1 Party B shall recommend relevant customers to Party A for each cooperation scenario. Party A agrees to provide loans to the customers that are recommended by Party B and able to meet Party As loan conditions (hereinafter referred to as the customers), and sign the Automobile Finance Loan Contract (the specific name of the contract shall be subject to the version actually signed by the customers. Hereinafter referred to as the Master Contract and the Loan Contract). Party A shall entrust Party B to provide relevant services for the cooperative business under the Loan Contract. Party B shall, in accordance with this Agreement and the Service Agreement of Cooperation Agreement on Automobile Finance Business of WeBank and the Product Operation Agreement of Cooperation Agreement on Automobile Finance Business of WeBank (including change and supplementation to the above agreements from time to time, hereinafter collectively referred to as the Service Agreements) separately signed by both parties, provide relevant services and perform relevant responsibilities. Party A shall pay the service fee to Party B according to the service content, quantity, quality and other information provided by Party B as agreed in the Service Agreements.
3.2 Party A shall grant loans to the customers who have obtained the loan qualification and meet the loan granting conditions recommended by Party B, except that Party A is unable to grant loans due to laws and regulations, regulatory policies, risk policies, limit reasons, system failure, customer abandonment and other reasons.
3.3 Party A shall have the right to change/adjust the cooperation model and product modality according to regulatory requirements, market changes, cooperative business status and other factors. Party B shall, in accordance with the requirements of Party A, sign relevant agreements on the above changes and adjustments and perform necessary formalities. Where Party B violates this Agreement or Service Agreements, Party A shall have the right to suspend/terminate the loan under this Agreement only on this ground.
3.4 Party B shall formulate corresponding management system and operation process for the cooperative business, and provide them to Party A for review.
3.5 Where Party A cooperates with other cooperative financial institutions to jointly grant loans under this Agreement to customers, any lender shall have the same rights and interests as Party A, and Party B shall not raise any defense against the obligations to be performed under the Agreement on this ground.
3.6 Party A shall have the right to dispose of the loan creditors rights granted to customers under this Agreement at any time, including but not limited to sales and transfer, and Party B shall provide Party A with all necessary assistance in this regard, including but not limited to signing relevant documents, handling corresponding procedures and taking corresponding actions according to Party As instructions. However, Party A shall not cause additional expense burden on Party B due to the above sale/transfer of creditors rights.
3.7 Party B specifically represents and warrants as follows:
(1) Party B is a legal person incorporated in accordance with the law, and is willing to use the assets owned by Party B or legally disposed by Party B to perform the obligations under this Agreement, Service Agreements and all relevant documents signed by it as a party with respect to the cooperation hereunder;
(2) The signing of this Agreement by Party B is the true intention of Party B. Party B shall have the full right, authority and legal power to sign and perform this Agreement and Service Agreements and all relevant documents signed by it as a party with respect to the cooperation under this Agreement. And Party B has taken or obtained all necessary corporate actions, internal authorizations and external approvals with respect to the signing and performance of the above agreements;
(3) Any change in the industrial and commercial registration, organizational structure, equity structure, operating mode or financial condition of Party B or any debt restructuring, and substantive related party transactions shall not affect the legal binding force of this Agreement on Party B;
(4) Any successor or transferee of Party B shall be bound by all articles of this Agreement. Unless otherwise agreed by Party A in writing, Party B shall not transfer the obligations under this Agreement, Service Agreements and all relevant documents signed by it as a party with respect to the cooperation hereunder;
(5) Where Party B shall perform the payment obligations of a certain amount in accordance with this Agreement and Service Agreements, Party B shall irrevocably authorize Party A to deduct money from the account opened by Party B with Party A or entrust other financial institutions to deduct the money from Party Bs account opened with such institutions to any account of Party A, until the payment obligations to be performed by Party B are fully performed;
(6) Where Party A and Party B negotiate to change the cooperation model and/or content under this Agreement, they can sign supplementary agreements to this Agreement, and add the appendixes/ancillary agreements to the Agreement. The contents signed shall constitute an integral part of this Agreement;
(7) Party B shall regularly (at least on a quarterly basis) provide Party A with the materials of the related companies controlled by Party B and the actual controller of Party B (including but not limited to financial statements, audit reports, financial details and tax data, equity structure, financing status, financing receipt vouchers and asset operation data), and ensure the authenticity, integrity and effectiveness of the aforesaid materials, so that Party A can timely assess Party Bs ability to perform this Agreement;
(8) Party B shall provide Party A with the automobile production and sales (if any) and overall automobile finance business data (including but not limited to business model, product modality, granting amount and business balance, overdue data, organizational structure changes, market channel changes) of Party B and its related parties on a monthly basis, and ensure the authenticity, integrity and effectiveness of the information, so as to facilitate the in-depth cooperation between the two parties in the field of automobile finance;
(9) Where Party B incurs matters that may affect the rights and interests of Party A, including but not limited to changing Companys organizational structure, business operation model and product modality, and signing or changing agreements that may affect this Agreement or the rights and interests of Party A, Party B shall notify Party A in writing at least 15 workdays prior to the occurrence of the above matters. Party A shall have the right to require Party B to eliminate the adverse impact caused thereby, to add or change the conditions for Party A to perform relevant obligations under this Agreement, and to terminate this Agreement and Service Agreements, or require Party B to compensate Party A for the losses;
(10) Where Party B suffers matters that may affect its normal operation, legality/compliance and solvency, including but not limited to material adverse changes in operating conditions, high fines imposed by competent authorities, application for bankruptcy or reorganization, major legal disputes, and negative incidents of actual controller and main management (including litigation), Party B shall notify Party A in writing within five workdays after the occurrence of the aforesaid matters. Party A shall have the right to require Party B to eliminate the adverse impact caused thereby, to add or change the conditions for Party A to perform relevant obligations under this Agreement, and to terminate this Agreement and Service Agreements, or require Party B to compensate Party A for the losses.
Article IV Information Authorization, Information Security and Confidentiality
4.1 The customer information obtained by Party A and Party B based on the cooperative business shall be expressly authorized by the customer to be collected, shared and used. Where Party A and Party B indirectly obtain customer information, they shall require the customer information provider to specify the source of customer information and confirm the legality of the source. Party B shall not use or store customer information without the written authorization of the customer.
4.2 Party A and Party B shall take effective technical measures to maintain the security of customer information and protect the rights of customers, and formulate specific protection clauses, accident handling methods and compensation liability provisions for information security and rights of customers.
Where Party B intentionally or negligently causes the leakage of information not limited to the customers of the cooperative business, Party B shall notify Party A within one natural day after becoming aware of the leakage, and assume full responsibility for the information leakage.
4.3 The information exchanged between Party A and Party B based on the cooperative business shall be used only for the purpose of this Agreement. Without the written consent of Party A, Party B shall not use relevant data and customer information inquired by Party A, as well as the results generated by Party B based on risk models and rules, and shall not disclose to any third party irrelevant to this Agreement or provide any support for other business of Party B and its related party.
4.4 Both parties shall strictly keep confidential all information received or obtained by the other party as a result of signing this Agreement in connection with the following matters, and shall not disclose or use any of the following information to any third party other than the regulatory authorities:
(1) This cooperative business;
(2) Contents of negotiation on the cooperative business;
(3) Credit investigation data, customer information and transaction information provided based on this cooperative business;
(4) Other business, financial and other matters of both parties (including future plans and objectives).
4.5 This confidentiality clause shall not prohibit the disclosure or use of business confidential information in the following ways and within the following scope:
(1) Disclose or use business confidential information in accordance with the provisions or requirements of regulatory authorities of both parties;
(2) Disclose or use for the purpose of any judicial, arbitral or other similar proceedings in connection with this Agreement or any other agreement entered into pursuant to this Agreement.
4.6 The responsibility for confidentiality shall commence on the date of signing this Agreement and continue until such information is made public or permitted to be made public by the disclosing party, regardless of the expiration of the term hereof.
Article V Anti-Commercial Bribery
5.1 Both parties are aware of and willing to strictly abide by legal provisions of the Peoples Republic of China on anti-commercial bribery, and both parties understand that bribery and corruption in any form will violate the law and will be severely punished by the law.
5.2 Both parties shall not ask for, accept or offer any interest other than those stipulated in the Agreement from the other party or the handling personnel or other relevant personnel of other parties, including but not limited to explicit deduction, hidden deduction, cash, shopping card, physical objects and negotiable securities, tourism or other non-material interest. Where such interest is customary in the industry, it shall be expressly stated in this Agreement.
5.3 Party A shall strictly prohibit any commercial bribery of the handling personnel of Party A, and the occurrence of any of the behaviors listed in Article 5.2 by such handling personnel is in violation of Party As company system, and shall be punished by Party As company system and national laws.
5.4 Party A solemnly prompts: Party A objects to any behavior listed in Article 5.2 between Party B and the handling personnel of Party A and any third party for the purpose of this Agreement. Such behaviors are in violation of national laws and shall be punished by national laws.
5.5 If one party or one partys handling personnel causes any loss to the other party due to its violation of the provisions of Articles 5.2, 5.3 and 5.4 above, he or she shall be liable for damages.
5.6 In this Article V, other relevant persons refer to persons other than the handling personnel of Party A who has a direct or indirect interest relationship with this Agreement, including but not limited to the relatives and friends of the persons handling this Agreement.
Article VI Breach of Contract
6.1 In case of any of the following events (hereinafter referred to as the event of default) by either party shall constitute breach of contract under this Agreement (hereinafter referred to as the default party):
(1) Violate any provision of this Agreement and Service Agreements, or fail to perform this Agreement and Service Agreements or perform in a manner that is inconsistent with this Agreement and Service Agreements;
(2) Seriously untrue or substantially misleading representations, warranties and commitments made by either party hereunder;
(3) Refuse to perform all or part of agreements in an explicit or implied manner, or show by actual conduct that it is unable to continue performing all or part of agreements;
(4) Any party (including its related company and actual controller) is subject to deterioration of operating conditions, bankruptcy or reorganization application, loss of goodwill, and commits a material breach of contract against the other party to the contract; or any observant party has reasonable doubt that it is unable to perform this Agreement;
(5) Violate any applicable law, which will directly affect this Agreement or cause losses to the other party;
(6) Violate other contracts and supplementary agreements signed by both parties.
6.2 Notice of Default
6.2.1 Upon the occurrence of an event of default, the default party shall notify the observant party as soon as practicable, but shall not be later than five natural days after becoming aware of the event of default under any circumstances (except for force majeure).
6.2.2 In the event of default, without prejudice to the right of the observant party to claim for compensation, the observant party may, after receiving the notice of event of default from the default party or within 90 natural days after it becomes aware of or should have become aware of the occurrence of such an event (whichever is earlier), send a written notice to the default party to choose to continue this Agreement in whole/in part or notify the default party to terminate this Agreement.
6.2.3 This Agreement shall terminate in whole or in part upon receipt by the default party of all or part of the termination notice for the cooperation hereunder.
6.2.4 Where the observant party exercises any tolerance, grace period or delay in the performance of the rights and interests of the default party in respect of any breach or delay of the default party, it shall not impair, affect or restrict all rights and interests of the observant party in accordance with relevant laws and this Agreement; it shall not be deemed as a license or acceptance by the observant party of any breach of this Agreement by the default party, nor shall it be deemed to be a waiver of the right of the observant party to take action against any existing or future breach.
6.2.5 After the occurrence of an event of default, the observant party may take one or more of the following measures:
(1) Require the default party to eliminate the adverse impact caused to it;
(2) Require the default party to continue to perform its obligations, provided that the observant party has the right to require the default party to bear the losses caused by its breach of contract;
(3) Where the default party fails to perform its obligations in accordance with this Agreement and Service Agreements, the observant party shall have the right not to pay the service fee corresponding to the part, and the observant party has the right to request the default party to return the service fee already paid by the observant party;
(4) Require the default party to compensate the observant party for the losses caused by the event of default, including the actual expenses incurred by the observant party in performing the Agreement by itself or employing a third party, the expenses incurred to eliminate the adverse impact of the default, and the reasonable interests that can be obtained after the normal performance of this Agreement;
(5) Take any other measures permitted by applicable laws and regulations or agreed in this Agreement.
Article VII Termination of Cooperation
7.1 In case of any of the following events (hereinafter referred to as termination event), either party shall have the right to terminate this Agreement, Service Agreements and other relevant agreements entered into pursuant to this Agreement:
(1) Where the policies of the regulatory authorities of Party A (including the China Banking and Insurance Regulatory Commission or the Peoples Bank of China and its branches) have material changes at the time of conclusion of this Agreement or Party A requests in writing to terminate this cooperative business;
(2) Where any new applicable law or normative document has been promulgated by governmental or regulatory authorities, or any new interpretation or modification has been made to the existing applicable law and normative document, resulting in that it is impossible to carry out this cooperative business or either party is unable to obtain all of its interests under any important provision of this Agreement, and either party requests for termination;
(3) Where either party incurs a material adverse change, which makes it impossible to continue the performance of this Agreement or will cause material damage to both parties at the same time, and either party asks to terminate this Agreement;
(4) Where the observant party requests for termination when the event of default specified in Article VI of this Agreement occurs.
7.2 Termination notice
7.2.1 Upon the occurrence of a termination event, the party entitled to request the termination shall decide to terminate the event as soon as practicable, provided that in no event (other than force majeure) shall the other party be notified in writing of the termination (the termination notice) not later than five natural days after the relevant termination event becomes known or occurs.
7.2.2 This Agreement, Service Agreements and any cooperation entered into pursuant to this Agreement shall terminate upon receipt of the termination notice by the other party.
7.3 Upon expiration of the term of cooperation of this Agreement, the cooperative business hereunder shall be terminated, unless otherwise agreed in this Agreement.
Article VIII Supplementary Provisions
8.1 This Agreement is a cooperation framework agreement, and both parties may separately sign supplementary texts (including but not limited to appendixes, supplementary agreements and ancillary agreements) according to the actual business needs to implement the details of the cooperation project.
8.2 The supplementary texts of this Agreement and supplementary agreements and appendixes hereto shall constitute an integral part hereof, and shall be subject to this Agreement.
8.3 In this Agreement, in writing means in the form of paper, e-mail, telegram, telex, fax or electronic data interchange or any other tangible representation of the contents contained herein. Notice means any communication, request, demand and decision. The notice shall take effect when the notice arrives at the registration place, business place or designated place of the other party or reaches the e-mail address.
8.4 Any dispute arising from the performance of this Agreement by Party A and Party B shall be settled by both parties through negotiation. If negotiation fails, either party may file a lawsuit to the peoples court where Party A is located.
8.5 The conclusion, interpretation and dispute resolution of this Agreement shall be governed by the laws of the Peoples Republic of China.
8.6 This Agreement shall be signed by the legal representatives or authorized agents of Party A and Party B on the signing date, and shall take effect after being signed (or affixed with name seals) and affixed with the official seal/special contract seal.
8.7 This Agreement shall be made in quadruplicate with each party holding two copies that have the same legal effect.
(No text below)
(No text on this page and it is the signature page of this Agreement)
Party A (seal) [Shenzhen Qianhai WeBank Co., Ltd.] (seal)
Legal representative or authorized agent (signature or seal): [Gu Min] (seal)
Signing date:
Party B (seal) [Shanghai Cango Investment and Management Consultation Service Co., Ltd.] (seal)
Legal representative or authorized agent (signature or seal): [Zhang Xiaojun] (seal)
Signing date: April 30, 2020
Exhibit 4.18
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
Contract No.: WeBank (CGW) BZ 2021 No. 001
Automobile Finance Guarantee Contract
Party A: Shenzhen Qianhai WeBank Co., Ltd.
Address: Block A, Building 7, Shenzhen Bay Science and Technology Ecological Park, No. 1819 Shahe West Road, Nanshan District, Shenzhen
Legal representative (responsible person): Gu Min
Contact information: [REDACTED]
Party B: Shanghai Cango Investment and Management Consultation Service Co., Ltd.
Address: 10/F, Building 3, Youyou Century Square, No. 428 Yanggao South Road, Pudong New Area, Shanghai
Legal representative: Zhang Xiaojun
Contact information: [REDACTED]
Party C: Cango Financing Guarantee Co., Ltd.
Address: No. 75-1 Jinfeng Street, Shenfu New Area, Liaoning Province
Legal representative: Song Zhipeng
Contact information: [REDACTED]
Whereas:
1. Party A and Party B signed the Automobile Finance Business Cooperation Agreement (WeBank (CGW) HZ 2018 No. 001) in 2018 (hereinafter referred to as the original cooperation agreement), and the Automobile Finance Business Cooperation Agreement (WeBank (CGW) HZ 2020 No. 001) in 2020 (hereinafter referred to as the new cooperation agreement, and the original cooperation agreement and the new cooperation agreement are hereinafter collectively referred to as the cooperation agreements). According to the cooperation agreements, Party A shall cooperate with Party B in automobile finance business, provide loans to the customers with loan eligibility who are recommended by Party B and approved by Party A, and sign the Automobile Finance Loan Contract (the name of the actually-signed contract shall prevail, hereinafter referred to as the master contract);
2. Party C is a legally established financing guarantee company, and voluntarily assumes the guarantee liability under the cooperation agreements for the customer loans granted as of January 1, 2021 (inclusive) under the cooperation agreements. To avoid ambiguity, the signing date of the master contract shall be within the cooperation period agreed in the cooperation agreements, and the expiration date of performance period of the master contract shall not be limited to the above period. Customers and customer loans under this Contract shall be all defined in compliance with/within the scope guaranteed by Party C as agreed herein. The specific guarantee items are as follows:
Article I Joint and Several Liability Guarantee
1.1 Guarantee scope of maximum amount
Party C is willing to assume joint and several guarantee liability for customer loans. The scope of guarantee provided by Party C includes all debts of the debtor under the master contract, including but not limited to the principal of debt, interest, default interest and other fees (if any).
1.2 Party A shall not require Party C to undertake the guarantee liability mentioned in this article where the compensation for Party Cs actual performance of guarantee liability under this Contract reaches [REDACTED]% of the loan balance of all customers. However, the security deposit pledge guarantee liability undertaken by Party C in accordance with Article II of this Contract is not subject to this limit.
1.3 Party C shall independently undertake the guarantee liability under this Contract. Regardless of whether there is any guarantee of real right or other guarantees provided by the guarantor (including the debtor of the master contract), Party A shall have the right to directly require Party C to undertake joint and several guarantee liability without executing other guarantee rights or other guarantees in the first place. Party C shall not raise any objection to this.
1.4 Maximum guarantee period: From the effective date of this Contract to three years after the expiration of the specific debt performance period under the master contract.
1.5 Performance of joint and several guarantee liability
In case of any circumstance specified in this clause (guarantee liability event), Party A may require Party C to undertake joint and several guarantee liability according to this clause.
1.5.1 Where any loan of customers is overdue for [REDACTED] natural days, Party C shall bear joint and several liability for the overdue loan within [REDACTED] natural days from the date of overdue.
1.5.2 Where customers default under the master contract and Party A requires customers to accelerate the repayment of all the remaining principal and interest of loans (including but not limited to principal, interest, default interest and other fees), Party C shall undertake joint and several liability for the overdue loan within [REDACTED] natural days after customers accelerate the repayment.
1.5.3 In case of any other event that Party A has the right to require customers to accelerate the repayment of the remaining principal and interest of loans (including but not limited to principal, interest, default interest and other fees) according to the master contract, Party C shall undertake joint and several liability for the overdue loan within [REDACTED] natural days after customers accelerate the repayment.
1.6 Where Party C performs the joint and several guarantee liability according to the provisions of this article, Party C shall irrevocably authorize Party A to deduct funds from the settlement account (account number: [REDACTED]) and security deposit account opened by Party C with Party A (account number: [REDACTED]) until Party Cs performance of the joint and several guarantee liability under this Contract is unconditionally and irrevocably completed.
Article II Security Deposit Pledge Guarantee
2.1 The security deposit account (account number: [REDACTED]) is opened by Party C with Party A, and the security deposit shall be saved and released according to the following conventions:
2.1.1 Party C shall save security deposit into the security deposit account according to the method, amount and/or ratio agreed by both parties, including but not limited to the Supplementary Agreement on Security Deposit signed by Party A and Party C from time to time. Meanwhile, Party C shall authorize Party A to deduct the above amount from Party Cs settlement account and transfer into the security deposit account.
Prior to the occurrence of a trigger event (as defined in Article IV below), Party A may release the security deposit on a regular basis as long as the security deposit meets the agreed release conditions. The corresponding relationship between a single loan and the release of security deposit shall be subject to the confirmation of Party A, unless there are material errors.
Party A and Party C may, from time to time, use the amount and/or ratio of the security deposit determined in the Supplementary Agreement on Security Deposit as an integral part of this Contract.
2.1.2 Any amount paid by Party C shall be deemed as specified and pledged to Party A upon entry into the security deposit account, and the pledge shall take effect from then on and provide guarantee for customer debts guaranteed by the used car guarantee contract agreed in Article 8.3 and this Contract, including but not limited to principal of loan, interest, default interest and other relevant fees. All security deposits under the security deposit account shall provide guarantee for the debts of all customers, and shall not be affected by the amount set aside by any customer of Party C. Where any customer violates the master contract signed by it and Party A, Party A shall have the right to directly deduct the security deposit in the security deposit account based on the total amount payable by the customer due to default, in order to perform the guarantee liability for the security deposit assumed by Party C under this Contract.
2.2 The fund in the security deposit account shall be subject to the current deposit interest rate of the Peoples Bank of China, and Party A shall pay interest to Party C according to the interest settlement rules of Party A, and carry forward the interest to the settlement account of Party C on a regular basis.
2.3 Party C shall ensure that the amount in the security deposit account complies with the provisions of this article. Where Party C fails to save security deposit in full amount on time, Party A may reject customer loan under the cooperation agreements as failing to meet the loan granting conditions. The losses thus incurred to Party B and Party C shall be borne by both parties through negotiation, and Party A shall not be liable for such losses.
2.4 If the customers loan is overdue or the interest is in arrears, Party A shall enjoy the priority of compensation for the security deposit pledged in the security deposit account.
2.5 In case of any default by Party C, Party A shall have the right not to release or refund the balance in the security deposit account of Party C until the default event is eliminated and/or all customer loans under the cooperation agreements are settled.
Article III Compensation Liability
3.1 In case of any circumstance agreed in this article (compensation event), Party A may require Party C to perform compensation liability according to this article:
3.1.1 Where any loan of customers is overdue for [REDACTED] natural days, Party C shall bear joint and several liability for the overdue loan within [REDACTED] natural days from the date of overdue.
3.1.2 Where customers commit any default under the master contract, and such default has not been corrected within [REDACTED] workdays.
3.1.3 Where Party A considers that Party C needs to perform the compensation liability, and Party C agrees. (3.1.1, 3.1.2 and 3.1.3 are collectively referred to as compensation conditions).
3.2 In case of compensation event, Party A may require Party C to unconditionally pay Party A all amounts owed by the customer to Party A on the [REDACTED] day after the compensation event occurs (including the remaining principal of loan, interest and default interest payable as of the date of compensation date by Party C and other fees), as the consideration for Party Cs performance of compensation liability to purchase such debts from Party A (hereinafter referred to as compensation amount).
3.3 Where the compensation liability actually performed by Party C in accordance with this Contract has reached [REDACTED]% of the loan balance of all customers, Party A shall no longer require Party C to assume the compensation liability mentioned in this article. However, the security deposits pledge guarantee liability undertaken by Party C in accordance with Article II of this Contract shall not be subject to this limit.
3.4 Party C may irrevocably authorize Party A to deduct from Party Cs settlement account and security deposit account opened with Party A the compensation amount payable by Party C for performing the compensation liability under this article; Where Party A chooses to deduct the amount from the security deposit account, Party C shall make up the amount deducted by Party A within [REDACTED] natural days after Party As deduction, to restore the balance in the security deposit account to the level before deduction.
3.5 Before the trigger event occurs, once Party C has paid the compensation amount in full, Party As bank loan on the customer shall be transferred to Party C. (1) Party A is not required to send the notice of assignment of debt to the customer, and such assignment shall take effect between Party A and Party C; (2) Party A may directly collect the loan from the customer (including judicial collection). After receiving the repayment from the corresponding customer under the assignment of debt to Party C, Party A shall return the loan to Party C after deducting all costs and expenses incurred by Party A in recovering or urging the customer (or third-party guarantor) under the assignment of debt before and after the assignment.
3.6 Party C agrees that the performance of Party Cs compensation liability for any customer in accordance with this Contract shall not be conditioned on whether Party A announces the accelerated maturity of the customer under the master contract. Party A is also not required to make any claim or bring any lawsuit against the customer in advance, or dispose of the mortgaged vehicle or other collaterals of the customer by any means, or take any action or assert any right against any third party liable under the cooperation agreements. Meanwhile, the validity of any master contract or any unreasonable defense raised by customers against Party A in accordance with the master contract shall not affect Party Cs compensation liability to Party A under this Contract.
3.7 Party C hereby confirms and agrees that, with respect to the compensation amount of any customer, the compensation amount issued by Party A shall be regarded as accurate data, without any certificate and other documents issued by Party A, unless there are obvious or material errors. Where Party C requires obtaining explanations on the compensation amount, Party A shall issue corresponding certificates to Party C.
3.8 Where Party C considers that the result of its performance of compensation liability is caused by the behavior of Party B, Party B and Party C may determine the liability according to the relevant agreement signed by both parties; if there is no agreement arrangement, Party B and Party C shall both negotiate on their own. Party A shall not be responsible for any mediation or proof.
3.9 For the avoidance of doubt, where the compensation event and the guarantee liability event overlap, Party C shall have the right to decide to undertake corresponding obligations in accordance with Article I or Article III of this Agreement.
Article IV Agreement on Special Use of Security Deposit
Party A and Party C agree that when an event of serious deterioration of operating status occurs with Party C in the opinion of Party A (trigger event), Party Cs guarantee/compensation liability shall be [REDACTED]% of the customers loan balance on the following deduction date, and Party A shall have the right to directly deduct the full amount from the settlement account and security deposit account of Party C. The deducted amount shall be directly used as the advance payment for debt purchase (hereinafter referred to as the first amount of debt purchase) paid by Party C to Party A from the date of deduction. The amount equivalent to the unpaid compensation amount payable by Party C under this Contract (if any) shall be deemed that Party C has paid the purchase amount of corresponding debt to Party A. All amount of debt purchase (including the first amount of debt purchase) shall be processed and used in accordance with the following agreement:
4.1 Purpose of the first amount of debt purchase: As for the first amount of debt purchase received by Party A, before the liquidation date (including such date), it shall be used for: (a) the reasonable costs incurred by Party A to reduce the guarantee or compensation liability undertaken by Party C and/or manage the debt of customers for which Party C fails to perform the guarantee and compensation liability (including but not limited to collection and customer service, hereinafter referred to as the loan management costs); (b) the bank loan with compensation event (hereinafter referred to as the credit assignment) on or after the payment date of the first amount of debt transfer.
4.2 Purpose of new purchase amount of debt: any repayment of the customer (or third-party guarantor) under the corresponding master contract or other guarantee contract before the liquidation date (inclusive) shall constitute new purchase amount of debt. All purchase amount of new debt may be used for payment after the date of payment of the first amount of debt purchase: (1) loan management costs, and (2) debt purchase amount of the assigned debt. The first amount of debt purchase and new purchase amount of debt are collectively referred to as the debt purchase amount.
4.3 Liquidation date: Both parties agree that on the 30th workday (the liquidation date) following four (4) years from the date of payment of the first amount of debt purchase, both parties shall conduct an overall liquidation in accordance with the provisions of Clause 4.10. Prior to the liquidation date, Party A is only obliged to provide Party C with a monthly statement in accordance with the conditions agreed in Clause 4.9. Meanwhile, before the liquidation date, unless otherwise agreed by Party A in writing, Party C shall have no right to claim rights against Party A or its corresponding customers or guarantors with respect to the debt purchase amount and the assignment of debt (in part or in whole).
4.4 Principle and risk of use of debt purchase amount: before the liquidation date, Party A will use the debt purchase amount in several times as the amount that shall be used by Party C to purchase the corresponding assigned debt and pay the corresponding loan management costs from Party A in times, installments and batches. Party C also confirms that Party A has full rights before the liquidation date to claim or waive part of rights (including but not limited to extension of loan term, deducting interest or waiving the rights to such customers or the guarantors of third parties and collaterals under any master contract or other agreements) to the customers under the assignment of debt by any means recognized by Party A. Party C shall fully bear the repayment risk of the corresponding customers under the assignment of debt, and shall not claim any loss or compensation from Party A on any act or omission of Party A before the liquidation date.
4.5 As for loan management costs, Party C agrees that Party As reasonable determination of loan management costs shall prevail, and Party A shall separately issue any certificate and other documents, unless there are obvious or material errors.
4.6 Transfer consideration for each assignment of debt: In respect of any assignment of debt, the consideration for an assignment paid by Party C in respect of the assignment of debt is the principal, interest, default interest and other fees (if any) of the customer under the assignment of debt.
4.7 Party C hereby agrees that whether any compensation event occurs under the loan of any customer, which needs to be transferred to Party C, shall be determined by Party A on its own. Meanwhile, as for any customer loan, Party C understands and agrees that Party A may use the debt purchase amount in installments and times according to the specific conditions of the loan, namely: for any loan, Party A shall have the right to use the debt purchase amount paid by Party C in times according to the normal repayment period of such loan, and assign the part of the loan due by installments, or have the right to use the debt purchase amount for purchase at one time, and assign such debt to Party C as a whole.
4.8 Party C agrees that without the prior consent of Party A, Party C is not entitled to notify Party A of using any debt purchase amount under this clause to offset its obligation to pay the compensation amount under this Contract.
4.9 Notice on monthly use of the debt purchase amount: Party A agrees that it shall, within the first 10 workdays of each month after receipt of the initial purchase amount, provide Party C with a statement on the use of the purchase amount for the previous month, including: (a) the balance of the debt purchase amount at the beginning of the previous month; (b) the debt purchase amount that has been used in the previous month; (c) new debt purchase amount.
4.10 On the liquidation date, Party A shall conduct the overall liquidation of Party C according to the following mechanism:
4.10.1 Party A shall, on the liquidation date, calculate the balance of unused debt purchase amount (hereinafter referred to as fund balance) as of the settlement date according to the reconciliation mechanism under Clause 4.9, and details of assignment of debt that have not been fully recovered by the customer (or the guarantor) under the assignment of debt as of the liquidation date (hereinafter called debt balance);
4.10.2 Subject to the fund balance and debt balance verified on the liquidation date, if there is fund balance, Party A shall return all fund balance to Party C within five workdays after the liquidation date; if there is debt balance, Party A shall, within 30 workdays, send a notice of assignment of debt to the customer (or guarantor) under such debt balance.
Article V Rights and Obligations
5.1 Rights and obligations of Party C
5.1.1 Party C shall have the right to require Party A to keep confidential the information provided by Party C, unless otherwise required by laws and regulations or regulatory authorities, or otherwise agreed by the parties, or that the information provided by Party C does not constitute confidential information.
5.1.2 Party C has carefully read the master contract and the cooperation agreements and confirmed all clauses. Party C promises and agrees that it is unnecessary to confirm the single loan contract or loan receipt under the master contract that does not exceed the cooperation agreements.
5.1.3 Party C specifically represents and guarantees that:
(1) Party C is legally established and willing to use the assets owned by Party C or legally disposed of as guarantee to ensure the performance of the obligations specified in this Contract;
(2) Party Cs signing of this Contract has been fully authorized or approved by the superior institution/board of directors or other competent authorities;
(3) The signing of this Contract is the true intention of Party C, and there is no fraud or coercion;
(4) Any change in the industrial and commercial registration, organizational structure, equity structure, operating mode or financial condition of Party C or any debt restructuring, material related party transaction or other matters shall not affect the legal binding force of this Contract to Party C;
(5) Party C shall have the obligation to ensure that the successor or transferee of Party C is bound by all provisions of this Contract, and shall not transfer the aforesaid guarantee liability without the written consent of Party A;
(6) Where Party C fails to repay the guaranteed debts in accordance with the provisions of this Contract, Party A shall have the right to deduct the amount from the account opened by Party C with Party A or other financial institutions until the debts are settled in full;
(7) Under the cooperation agreements, where Party A and Party B negotiate to change the contract conditions, sign supplementary agreements, add appendixes to this Contract, Party C shall recognize it even if Party Cs guarantee/compensation liability is increased, without affecting the guarantee liability of Party C under this Contract;
(8) Party A shall have the right to dispose of the bank loan granted to customers under this Agreement at any time in the form of including but not limited to sale and transfer, and Party C shall provide Party A with all necessary assistance, including but not limited to signing relevant documents, handling corresponding formalities and taking corresponding actions as instructed by Party A;
(9) Party A shall have the right to jointly grant loans under the cooperation agreements to customers together with other cooperative financial institutions, and Party C shall perform its obligations for the loans granted by Party A in conjunction with other cooperative financial institutions in accordance with this Contract. Party C shall not raise any objection to Party A as the sole borrower. Where Party A cooperates with other financial institutions to jointly grant loans under the cooperation agreements to customers, Party A and/or any financial institution of Party A shall have the right to handle the guarantee formalities and enjoy the security interest as the guarantee agent. Party C shall perform the guarantee liability to Party A and/or the financial institutions of Party A in accordance with the Contract. Party A and/or the financial institutions of Party A may distribute relevant security interest on its own. Party C shall not raise any defense against the performance of guarantee liability on this ground.
5.1.4 Except the information that Party C is obligated to keep confidential, Party C shall submit Party Cs materials to Party A on a quarterly basis (including but not limited to financial statements, audit reports, balance of assets under guarantee, net asset data, compensation rate and balance of guarantee liability submitted to the competent authority of Party C), and guarantee the authenticity, completeness and effectiveness of the above-mentioned materials, so that Party A can timely assess the operating condition and guarantee capacity of Party C.
5.1.5 Where Party C incurs any event that may affect the rights and interests of Party A, including but not limited to changing the organizational structure of the company, changing the business operation model, altering the product modality, signing or changing the agreement that may affect the interests of this Contract or Party A, Party C shall notify Party A in writing at least 10 workdays prior to the occurrence of the above-mentioned event.
5.1.6 Where Party C suffers an event that may affect its solvency, including but not limited to material adverse change in operating condition, heavy penalty imposed by competent authorities, material legal disputes, and material lawsuits involving the actual controller and main management, Party C shall notify Party A in writing within 10 workdays after the occurrence of the above-mentioned event, and Party A shall have the right to take remedial measures for breach of contract under this Contract.
5.1.7 After Party C has performed its obligations under this Agreement, Party A may, as required by Party C, issue relevant certificates to Party C within 15 workdays after the performance of this Agreement.
5.2 Where the compensation for the guarantee liability actually performed by Party C according to Article I of this Contract and compensation for compensation liability performed according to the Article III of this Contract total [REDACTED]% of the loan balance of all customers, Party A shall no longer require Party C to undertake the guarantee liability and/or compensation liability, but Party Cs security deposit pledge guarantee liability in accordance with Article II of this Contract shall not be subject to this limit.
Article VI Breach of Contract
6.1 In case of any default event by Party C, Party A shall have the right to take one or more of the following measures:
6.1.1 Require Party C to eliminate the adverse impact caused thereby, and require Party C to add or change guarantee conditions, including but not limited to require Party C to make up the security deposit and provide guarantee measures recognized by Party A;
6.1.2 Require Party C to continue performing its obligations as agreed in this Contract;
6.1.3 Require Party C to compensate Party A for the losses caused by the default event, including the expenses incurred by Party A to eliminate the adverse impact of default;
6.1.4 Where Party A claims the subrogation right against the debtor of Party C in accordance with the law, or requests the court to cancel Party Cs act of waiving its matured loans or transferring its property free of charge, and transferring its property at an obviously unreasonable low price, Party C shall provide all necessary cooperation and assistance as required by Party A, and Party C shall bear the reasonable expenses arising therefrom;
6.1.5 Take any other measures permitted by applicable laws and regulations or agreed in this Contract.
For the purpose of this article, Party C shall irrevocably authorize Party A to deduct corresponding amount from any account opened by Party C with Party A as a remedy for Party Cs default.
Article 7 Confidentiality
7.1 Parties shall strictly keep confidential any form of information received or obtained from other parties in connection with the signing of this Contract (or any other agreement entered into pursuant to this Contract) in respect of the following matters, and shall not disclose or use any of the following information to any third party other than the regulatory authorities:
7.1.1 Business under this Contract;
7.1.2 Negotiation contents related to this Contract;
7.1.3 Relevant credit investigation data, customer information and transaction information provided based on the business under this Contract;
7.1.4 Business, finance and other matters of other parties (including future plans and objectives).
7.2 This confidentiality clause shall not prohibit the disclosure or use of business confidential information in the following ways and within the following scope:
7.2.1 Disclose or use business confidential information in accordance with the provisions or requirements of regulatory authorities and stock exchanges of parties;
7.2.2 Must disclose or be used for the purpose of any judicial, arbitral or other similar proceedings in connection with this Contract or any other agreement entered into pursuant to the provisions of this Contract.
7.3 The duty of confidentiality shall extend from the date of signing this Contract to the date when such information has been made public or is made public upon the approval of the disclosing party without being affected by the expiration of the term of this Contract.
Article VIII Supplementary Provisions
8.1 This Contract is irrevocable.
8.2 As of January 1, 2021 (inclusive), new cooperation business under the original cooperation agreement is no longer applicable to the Automobile Finance Guarantee Contract (WeBank (CGW) BZ 2020 No. 001) signed by Party A, Party B and Party C (hereinafter referred to as the used car guarantee contract), and the provisions of this Contract shall apply, but the existing cooperative business under the used car guarantee contract shall still be subject to the provisions in the used car guarantee contract.
8.3 This Contract is independent of the master contract and the cooperation agreements. Where the master contract and the cooperation agreements or any part thereof are invalid, this Contract shall remain valid.
8.4 In case of any discrepancy between this Contract and the cooperation agreements, this Contract shall prevail.
8.5 Any dispute arising from the performance of this Contract shall be settled by parties through negotiation; if the negotiation fails, either party may file a lawsuit to the peoples court in the place where Party A is located.
8.6 The conclusion, interpretation and dispute resolution of this Contract shall be governed by the laws of the Peoples Republic of China (excluding laws of Hong Kong, Macao and Taiwan).
8.7 This Contract shall be signed by the legal representatives or authorized agents of parties on the signing date, and shall come into effect on February 4, 2021 (inclusive) after being signed (or affixed with name seals) by the legal representative or authorized agents and affixed with official seals of all parties.
8.8 The Contract shall be made in triplicate, with each party holding one copy, which has the same legal effect.
(No text below)
(No text on this page and it is the signature page of this Agreement)
Seal of Party A: [Shenzhen Qianhai WeBank Co., Ltd.] (seal)
Legal representative or authorized agent (signature or seal): [Gu Min] (seal)
Date
Seal of Party B: [Shanghai Cango Investment and Management Consultation Service Co., Ltd.] (seal)
Legal representative or authorized agent (signature or seal): [Zhang Xiaojun] (seal)
Date January 25, 2021
Seal of Party C: [Cango Financing Guarantee Co., Ltd.] (seal)
Legal representative or authorized agent (signature or seal): [Song Zhipeng] (seal)
Date
Exhibit 4.19
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
Automobile Finance Project Cooperation Agreement (Contract No. [ ])
This Automobile Finance Project Cooperation Agreement (this Agreement) is signed by the following parties in Hangzhou, Peoples Republic of China (for the purpose of this Agreement, excluding Hong Kong SAR, Macao SAR and Taiwan) on March 24, 2020 (the signing date).
1. Shanghai Cango Investment and Management Consultation Service Co., Ltd. (cooperative institution) is a limited liability company validly established and existing under the laws of the PRC. Its registered address is: Room 418, Building 13, No. 258 Juxun Village, Chengqiao Town, Chongming District, Shanghai, and the unified social credit code is 91310230560191810P.
2. Chongqing Wantang Information Technology Co., Ltd. (Chongqing Wantang) is a limited liability company validly established and existing under the laws of the PRC. Its registered address is: Room 8, 1/F, No. 23 Gongnong Road, Yuzui Town, Jiangbei District, Chongqing, and the unified social credit code is 91500000MA5UHRCQ9X.
3. Zhejiang E-Commerce Bank Co., Ltd. (MYbank) is a limited liability company validly established and existing under the laws of the PRC. Its registered address is 15-17/F, Block 1, Delixi Mansion, No. 28-38 Xueyuan Road, Xihu District, Hangzhou, Zhejiang Province, and the unified social credit code is 91330000343973322D.
Each of the above party is individually referred to as a party and collectively as the parties. For the purpose of this Agreement, the Chinese laws refer to all laws, administrative laws and regulations, rules, regulations, policy documents, provisions, decisions and policy documents of local authorities or local government departments in China, which are valid at the time of concluding this Agreement.
Whereas the parties wish to enter into cooperation on automobile finance business (the cooperative project), the parties hereby enter into the following agreement on the cooperative project on the basis of equality and mutual benefit.
I. Cooperation Model
In order to provide all-round and convenient vehicle purchase and vehicle purchase financing services for individual consumers, and provide appropriate risk management ability for all related parties, the parties hereto agree to, in accordance with this Agreement, cooperate in applying to financial institutions (financial institutions) for financing services for purchasing or renting a vehicle (automobile financial leasing) (hereinafter collectively referred to as financing services for vehicle purchase) in respect of individual consumers (customers), subsequent repayment, performance of contract and handling of breach of contract. Please refer to Articles II, III and IV of this Agreement for specific contents of the cooperative project:
1. Whereas the cooperative institution has one or more business qualifications and resources in terms of automobile trading, automobile sales agency, automobile financial leasing, automobile residual value disposal and repair, and transaction consulting, the cooperative institution shall be responsible for the following items ticked in (1) of this Agreement:
(1) Basic services: customer management, vehicle management and vehicle disposal, etc. Specifically, it includes:
a. |
Customer management: |
✓ |
Collection of customers vehicle purchase demand |
✓ |
Customer contact and complaint handling |
☐ |
Customer training |
☐ |
Online signing of customer contract |
✓ |
Customer repayment reminder |
Others: ;
b. |
Vehicle management: |
✓ |
Delivery of vehicle |
✓ |
GPS installation service |
Others: ;
c. |
Vehicle disposal: |
✓ |
Dispose the vehicle as entrusted by customers or financial institutions and pay the disposal amount to the bank on behalf of customers to repay the personal consumer loan; |
2. With the guarantee qualification and the technical ability to assist in handling relevant fund transfer, MYbank shall be responsible for the following in (1) and (2):
(1) Provide guarantees;
(2) Assist the cooperative institution in handling fund transfer with financial institutions and customers.
3. Considering that Chongqing Wantang has the technical ability to engage in credit assessment and the business ability and resources for advertising promotion, it shall be responsible for the following work in (1) and (2):
(1) Auxiliary services for customer credit assessment;
(2) Business promotion and customer attraction.
4. Without the consent of Chongqing Wantang, financial institutions or MYbank (the guarantor of the loan) in the form of e-mail or other written forms, the cooperative institution shall not carry out any marketing activity in the name of Chongqing Wantang, financial institutions and/or MYbank (including but not limited to introducing specific product and rate), or exaggerate the cooperative relationship with Chongqing Wantang, financial institutions or MYbank.
5. The business model under this Agreement is only applicable to the following financial institutions:
Serial No. |
Financial institutions |
|
1 | Hangzhou Branch of Postal Savings Bank of China |
This Agreement shall not apply to financial institutions introduced by the cooperative institution without the written consent of MYbank. If it is necessary to add or reduce applicable financial institutions under this Agreement in the future, it may be confirmed by e-mail through the following designated e-mail addresses:
Designated e-mail of the cooperative institution: [REDACTED]
Designated e-mail of Chongqing Wantang: [REDACTED]
Designated e-mail of MYbank: [REDACTED]
6. In order to meet the needs of business development, with the deepening of business cooperation, the cooperation contents of the parties may change. The parties to the cooperation agree that, under the premise of legality and compliance, the parties shall sign supplementary agreements separately in case of any change to the aforesaid cooperation contents.
II. Matters for Which the Cooperative Institution Is Responsible
1. Basic services: customer management
(1) Collection of customers vehicle purchase demand information
The cooperative institution shall, at the request or authorization of customers, collect customers vehicle purchase and financing demand and relevant information (demand information) from customers in compliance with the specific requirements (including but not limited to technical documents) proposed by Chongqing Wantang through the platform of the cooperative institution itself or its related parties and partners, and finally submit the demand information to Chongqing Wantang after the cooperative institution reviews the information through its own risk control. Chongqing Wantang shall comprehensively analyze and process the information and provide the analysis results to the cooperative institution or financial institutions. The cooperative institution shall ensure that the demand information provided by them (including but not limited to the authenticity of vehicle purchase/rental behavior, willingness and ability to repay consumer loans) is authentic, accurate, complete and valid. Besides, the cooperative institution shall ensure that sufficient authorization has been obtained from relevant individuals, so that such information can be provided to Chongqing Wantang, financial institutions and other relevant partners.
(2) Customer contact and complaint handling
The cooperative institution shall maintain good communication and contact with customers, establish customer files and update the information in real time. The cooperative institution shall be responsible for updating the progress of loan application with customers in a timely manner, giving the final loan approval results of financial institutions to customers, and maintaining communication with customers at the stage of vehicle rental, as well as keeping abreast of customers funds and use of vehicles.
The cooperative institution, as the principal responsible party accepting and handling customer complaints, shall properly handle customer complaints. If the customer complaints involve the reputation of MYbank, Chongqing Wantang and financial institutions, the cooperative institution shall hand over the customer complaints to MYbank within one workday for coordination and handling. Where the escalated customer complaints or negative public opinion brought by improper handling of the cooperative institution may affect the reputation of MYbank, Chongqing Wantang or financial institutions, the cooperative institution shall immediately take effective measures to eliminate the adverse impact of reputational events, compensate losses of MYbank, Chongqing Wantang and financial institutions. In order to reduce customer complaints as much as possible, the cooperative institution shall obtain the consent from MYbank before taking measures that may cause customer complaints, such as car towing, in the cooperative project.
(3) Customer training
The cooperative institution shall provide training for customers regularly, including but not limited to introduction to business processes such as vehicle purchase, vehicle use, loan, repayment, vehicle management and default disposal for users, so as to promote business to users and prompt the business risk;
(4) Online signing of customer contract
The cooperative institution shall, based on the demand of MYbank, Chongqing Wantang and financial institutions, arrange the agreement on the customer side under this cooperative project on the platform of its own or its related parties and partners at the initial stage of cooperation, so that it is available for customers to sign online and file and manage contracts online. After the digital contracting system of MYbank is built and put into operation, the online signing of customer contract shall be completed by MYbank.
(5) Customer repayment reminder and other services
In order to assist financial institutions represented by Chongqing Wantang in managing/controlling post-loan risks, Chongqing Wantang entrusts the cooperative institution or its related parties to provide asset services. During the term of the loan, the services involved in the cooperative project shall be provided in accordance with the repayment reminder procedures and standards of the cooperative institution in Appendix 1 to this Agreement, and the specific procedures and standards shall be subject to the confirmation of financial institutions (through MYbank).
The cooperative institution promises to timely follow up the repayment of personal consumer loans of vehicle buyers during the cooperative project period. Once the vehicle buyers fail to repay the loans in time, the cooperative institution shall make its best efforts to fully communicate with customers in time about the overdue loans and urge customers to repay the loans in time. The cooperative institution shall take reasonable and legal measures, such as reminding customers of the repayment via SMS or phone calls, and following up the use and disposal of the vehicles by customers. Besides, it shall take appropriate measures to varying degrees according to the specific credit standing and contract performance of vehicle buyers. In any case, the cooperative institution shall not take collection measures that may have an improper impact on the cooperative project, reputation of the parties and legitimate rights and interests of vehicle purchase customers. At the request of financial institutions, Chongqing Wantang and/or MYbank, the parties may separately adjust the repayment reminder process and standards through negotiation from time to time to ensure that they are consistent with the principles of the cooperative project.
The cooperative institution shall always ensure that they have the qualifications, certificates and licenses required for the services, and establish clear business process, personnel management and training systems and complaint handling mechanisms. If Chongqing Wantang, financial institutions or MYbank (or its agent) requests access to documents or on-site inspection on such matters, contacts its management personnel or employees to learn about the situation, and makes suggestions on the development, implementation and maintenance of such processes/systems, the cooperative institution shall make every effort to cooperate, and implement the repayment reminder process and standards as required by the aforesaid three parties.
(6) Debt collection
Upon the entrustment of financial institutions, Chongqing Wantang entrusts the cooperative institution to be responsible for debt collection under the cooperative project in the name of financial institutions in accordance with the administrative measures for post-loan repayment reminder of consumer loans agreed by the parties. The cooperative institution shall have the right to entrust its related parties to be responsible for specific collection work. Where financial institutions cancel the entrustment of Chongqing Wantang, Chongqing Wantang shall timely notify the cooperative institution.
2. Basic services: vehicle management
(1) Apply for vehicle license, transfer ownership and purchase insurance
The cooperative institution shall assist customers in applying for vehicle license, transferring ownership and purchasing insurance.
(2) GPS installation service
The cooperative institution shall install the on-board GPS in the vehicle, and obtain the information of the vehicle through GPS.
3. Basic services: vehicle disposal
Where customers fail to fulfill their repayment obligations and responsibilities in respect of personal consumer loans in part or in whole (customer overdue payment), the cooperative institution may, according to customers entrustment, dispose and sell the vehicles (or entrust other third parties), and the cooperative institution shall directly transfer the disposal amount to financial institutions on behalf of the customers.
The cooperative institution shall guarantee that the money from the disposal of the vehicles shall be used by customers to repay all outstanding payment of customers personal consumer loans to financial institutions. The cooperative institution shall ensure that the vehicle disposal price is the price agreed upon by the cooperative institution and customers with reference to the reasonable price in the market. After receiving the vehicle disposal amount, the cooperative institution shall deposit the disposal amount equivalent to the total unpaid amount of customers personal consumer loans into the account opened at MYbank, and entrust MYbank to pay relevant disposal amount to financial institutions. Where customers entrust another third party to dispose the vehicles, the cooperative institution shall timely follow up customers repayment of all outstanding personal consumer loans to financial institutions, and timely inform MYbank of the repayment.
III. Matters for Which MYbank Is Responsible
1. Providing guarantees
At the request of financial institutions and taking into account the service commitment of the cooperative institution under this Agreement, MYbank shall, according to the agreements reached with financial institutions and vehicle purchase customers respectively, provide joint and several liability guarantee (MYbanks guarantee) for personal consumer loans of vehicle purchase customers to financial institutions, and the specific guarantee amount and guarantee period shall be subject to the agreement reached between MYbank and financial institutions. MYbank shall have the right to recover the loans from customers after assuming the guarantee liability.
If customers have any form of payment obligations to both the cooperative institution and MYbank, MYbank shall have priority over the cooperative institution in receiving payment from customers.
2. Assist the cooperative institution in handling fund transfer with financial institutions and customers
The cooperative institution shall entrust MYbank to carry out the fund transfer arrangements required under the business, including assisting the cooperative institution to transfer the corresponding disposal amount to financial institutions after the cooperative institution assists the disposal of vehicles to obtain the disposal amount.
MYbank shall entrust Alipay and its related parties according to the instructions of the cooperative institution, or conduct the above-mentioned operation through the account opened by the cooperative institution at MYbank. The cooperative institution shall ensure the legality and compliance of such instructions, and shall be solely liable for all losses suffered by other parties and/or third parties due to incorrect instructions. Both parties may enter into a separate agreement in respect of this matter to further clarify the rights and obligations of both parties.
IV. Matters for Which Chongqing Wantang Is Responsible
1. Auxiliary services for customer credit assessment
Chongqing Wantang shall collect the customer information from the cooperative institution, gather the information within the scope authorized by customers through its own technical capacity, conduct comprehensive analysis and processing of the information according to the requirements of financial institutions, and render the analysis results for financial institutions to decide whether to refer to the information provided by Chongqing Wantang to approve customers loan application.
2. Business promotion and customer attraction
Chongqing Wantang shall utilize its own advertising and technical capabilities to promote online and offline business and attract quality customers to participate in the cooperative project, so as to further expand the scale of the cooperative project.
V. Matters for Which the Parties Are Responsible
1. Data privacy protection
With respect to the data involved under this Agreement, the parties shall comply with the privacy policy (https://docs.alipay.com/policies/privacy/mybank) of MYbank, and any other data privacy requirements of Chinese laws or regulatory authorities. The cooperative institution confirms that the information obtained and/or shared with other parties for the purpose of the cooperative project shall comply with the requirements of this Agreement, Chinese laws and regulatory authorities (including but not limited to obtaining the consent of relevant information subjects).
2. Cooperation risk control
In case of any of the following circumstances that increase the risk of the cooperative project, MYbank shall have the right to immediately suspend the provision of guarantee, and inform the cooperative institution and financial institutions at the same time. Financial institutions shall suspend the granting of personal consumer loans for this cooperative project as appropriate, and the parties shall discuss the risk control measures through negotiation, so as to reduce the NPL ratio of personal consumer loans. At the same time, MYbank may terminate this Agreement by giving a prior written notice to other parties at any time. However, for the personal consumer loans that have occurred before the aforesaid suspension and/or early termination, the parties shall continue to perform their rights and obligations in accordance with this Agreement:
(1) Where the cooperative institution fails to duly perform any of its obligations under this Agreement and refuses to correct (including but not limited to the obligations set out in (1) of Article I of this Agreement);
(2) Where the accumulated amount of vehicle disposal conducted by the cooperative institution in accordance with this Agreement is more than or equal to [REDACTED]% of the accumulated loan amount of financial institutions;
(3) Where the disposal of vehicles by the cooperative institution as described in this Agreement is deemed to be unlawful, or there may be significant reputational risk or loss to this cooperative project or the parties due to customer complaints about vehicle purchase caused by price for disposal and/or purchase of vehicles for financial leasing;
(4) There are other major adverse changes in the credit standing or contract performance capacity of the cooperative institution.
VI. Expense Arrangement
The expense arrangement under this Agreement shall apply to the following third item.
1. Service fee charged by Chongqing Wantang
Under this cooperative project, Chongqing Wantang may charge the cooperative institution service fees for providing the relevant services described in Article IV of this Agreement. The service fee rate charged by Chongqing Wantang is: /
Before system connection of the parties is completed, Chongqing Wantang shall send the detailed and summarized data of the previous month to the cooperative institution on the tenth (10th) workday of each month. After the reconciliation of both parties, the cooperative institution shall complete the payment to Chongqing Wantang within fifteen (15) workdays after receiving the VAT special invoice for service fee issued by Chongqing Wantang. Considering the manual reconciliation workload and settlement frequency, the parties shall complete their automatic system connection as soon as possible to shorten the settlement period.
2. Fund transfer service fee charged by MYbank
Under the cooperative project, MYbank may charge the cooperative institution fund transfer service fee for providing the relevant services mentioned in Articles II and III of this Agreement. The service fee rate charged by Chongqing Wantang is: /
Before system connection of the parties is completed, MYbank shall send detailed and summarized data of the previous month to the cooperative institution before the tenth (10th) workday of each month. After the reconciliation of both parties, the cooperative institution shall complete the payment to MYbank within fifteen (15) workdays after receiving the VAT special invoice for service fee issued by MYbank. Considering the manual reconciliation workload and settlement frequency, the parties shall complete their automatic system connection as soon as possible to shorten the settlement period.
3. Service fee charged by the cooperative institution
Under this cooperative project, the cooperative institution may charge Chongqing Wantang service fee for providing the relevant services described in Article II of this Agreement. The service fee rate charged by the cooperative institution is:
Annualized fee rate = annual interest rate of personal consumer loan of the vehicle purchase customer - [REDACTED]%, daily fee rate = annual fee rate/360, service fee = S {balance of daily personal consumer loan of the customer × daily fee rate}.
Before system connection of the parties is completed, Chongqing Wantang shall send detailed and summarized data of the previous month to the cooperative institution before the tenth (10th) workday of each month. After the reconciliation of both parties, Chongqing Wantang shall complete the payment to the cooperative institution within fifteen (15) workdays after receiving the VAT special invoice for service fee issued by the cooperative institution. Considering the manual reconciliation workload and settlement frequency, the parties shall complete their automatic system connection as soon as possible to shorten the settlement period.
VII. Representations, Guarantees and Commitments of the Parties
1. The parties are independent civil entities established and existing according to law, and have full capacity for civil conduct and all necessary authorizations and rights. The parties can sign this Agreement in their own name, perform their obligations under this Agreement and assume responsibilities (in terms of the cooperative institution, it shall have the ability to provide vehicle trading, disposal, collection, introduction of financial leasing services to financing customers and acceptance of vehicle mortgage by vehicle purchase customers).
2. All documents, materials and information provided by the parties to the other parties during the execution and performance of this Agreement shall be true, accurate, complete and valid. All documents concluded by the parties through the system operated by the cooperative institution when conducting the cooperative business shall be true, complete, accurate and valid. Where the aforesaid documents, materials and information are deemed to be untrue or invalid, thereby causing losses to other parties to this Agreement or financial institutions, liability for compensation shall be borne.
3. The parties shall (1) comply with Chinese laws, bear expenses and be solely responsible for carrying out the businesses referred to in this Agreement as independent entities (including but not limited to lawful and proper operation of electronic platforms, software clients and/or applications, ensure that the relevant agreements and enforcement do not violate Chinese laws, and properly handle any dispute between the cooperative institution, its employees, related parties or third party agents and vehicle purchase customers); (2) Ensure that its qualifications, licenses, approvals/licenses, filings/registrations required for the performance of this Agreement remain valid and up-to-date; (3) Take effective measures to monitor and analyze public opinions, strengthen public opinion management and properly handle public opinion incidents; and (4) Ensure that it will not have an adverse impact on the cooperative project or other parties, and assume the liability for compensation for the losses caused by its infringement of the legitimate rights of any third party; (5) May charge service fee from customers for the provision of one or more of the services set out in Article II hereof. However, the total amount of such service fee and the interest, guarantee fee, service fee or handling charge (if any) charged by financial institutions and MYbank from customers shall not violate national laws and regulations and shall not exceed 24% of the amount of personal consumer loans under any circumstance.
4. Unless otherwise provided in this Agreement or agreed by the parties, (1) the signing and performance of this Agreement shall not at any time be deemed to create any joint venture, partnership, joint operation or employment, agency or other legal relationship in which one party may act for or on behalf of the other party. The parties shall bear all responsibilities in relation to the products and/or services provided by them in accordance with applicable laws and regulations;(2) No party shall declare that it is the agent of the other party without the explicit written consent of the other party in advance, acting for or on behalf of the other party, make any representation, guarantee or commitment for or on behalf of the other party, or cause the other party to be bound by any contract or otherwise to assume any obligation or liability.
5. Where the cooperative institution needs to change the legal documents or product process signed by it and customers, it shall consult with MYbank and reach an agreement in advance.
VIII. Other Provisions on the Cooperative Project
1. Unless otherwise provided in this Agreement or agreed by the parties, the parties shall keep confidential the business, commerce, finance, technology, product information and trade secrets, the contents of a license or other non-public document or information (whether or not marked as confidential) (confidential information) of the other parties. The confidential information shall not be disclosed to any third party other than this Agreement without the prior written consent of the party from which the information is derived, and may be copied and used solely for the purpose of performing this Agreement, provided that the foregoing restrictions shall not apply:(1) Confidential information required by law, any regulatory authority (e.g. tax authority), judicial and/or the listing rules of the relevant exchange or required to be disclosed or used by judicial proceedings arising out of or in connection with this Agreement (provided that the disclosing party shall discuss the scope and manner of disclosure with the other parties within a reasonable time prior to such disclosure, and the party to whom the information is given shall keep confidential as far as possible); (2) Disclosure of confidential information to any professional adviser to whom it is necessary to have access in order to perform this Agreement (provided that such professional adviser shall comply with the confidentiality provisions of this Article); (3) The confidential information has been made public for reasons other than those of the parties concerned; (4) Disclose to Chongqing Wantang, MYbank, financial institutions, cooperative institution and related parties of the aforesaid parties that need to know the confidential information for the purpose of performing this Agreement; and (5) Other parties of the confidential information have approved the disclosure or use of such confidential information in writing in advance.
2. Unless otherwise provided in this Agreement or agreed by the parties, the terms and rules of this Agreement, the existence of this Agreement and the cooperative project, and any documents relating to this Agreement and the cooperative project shall be regarded as confidential information. Where the cooperative institution intends to disclose the foregoing information through public channels (including but not limited to electronic platforms, applications, news media, marketing materials or other means operated by it), it shall consult with other parties in advance to confirm the disclosure plan.
3. Unless otherwise provided in this Agreement or agreed by the parties, all information and data provided by any party to the other parties in this business shall be owned by the disclosing party and its related parties, where it involves the proprietary data and information of the disclosing party and its related parties (including but not limited to customer information, technical information, business information, proprietary technology, business model, business plan, financial budget and model, computer program, source code, algorithm, etc.). This Agreement does not transfer any ownership of any proprietary data and information, and no party shall provide any proprietary data and information provided by the other parties to any third party. Otherwise, such party shall be liable for the losses caused to other parties.
IX. Liability for Breach of Contract
1. During the term of this Agreement, if any party violates Chinese laws or any content hereof, it shall constitute a breach of contract.
2. In case of default by any party, any other party to this Agreement shall have the right to terminate this Agreement in accordance with Article XI of this Agreement, and hold the breaching party liable for breach of contract and compensation for damages.
X. Force Majeure
1. In case of an unforeseeable event of force majeure (force majeure event), such as earthquake, typhoon, flood, fire, military action, strike, riot, war or other event beyond the reasonable control of a party to this Agreement, which prevent such party from performing this Agreement, such party shall immediately notify the other parties without delay and provide the details and supporting documents of such event within fifteen (15) days after the notice is given, explaining the cause of the inability to perform all or part of its obligations under this Agreement or delayed performance. The parties shall negotiate to find and implement a solution acceptable to the parties to this Agreement.
2. To avoid doubt, the above-mentioned force majeure also includes the following circumstances that make the cooperative institution, MYbank or Chongqing Wantang unable to perform any service related to the cooperative project. In this case, the cooperative institution, MYbank or Chongqing Wantang shall not bear any liability for breach of contract:
(1) During the maintenance or upgrade of MYbanks system and Alipay platform system;
(2) Failure to carry out business due to virus, Trojan, malicious program attack, network congestion, system instability, system or equipment failure, communication failure, power failure, telecommunication equipment failure or other banking reasons, third-party service defect or government behavior;
(3) Failure to carry out business due to systematic obstacles caused by force majeure factors, such as typhoon, earthquake, tsunami, flood, power failure, war and terrorist attack;
(4) Service interruption or delay caused by hacker attack, technical adjustment or failure of telecommunication department and other relevant departments or enterprises and public institutions relying on information technology, or website upgrade;
(5) The service provided by MYbank is restricted due to the laws, regulations, rules, provisions, guidelines, notices, policies and other normative documents promulgated or changed by relevant competent authorities of the state;
(6) Restrictive measures to the account and other circumstances beyond the control of MYbank (such as insufficient account balance, limited payment limit, restricted right and constrained transfer-out limit of Yue Bao or Yulibao), restricted withholding function by other banks).
3. In the event of force majeure, the party affected by force majeure shall not be liable for any damage, increase in costs or losses suffered by any other party as a result of the failure or delay in performing its obligations under this Agreement due to force majeure, and such failure or delay in performing this Agreement shall not be deemed a breach of this Agreement. The party affected by force majeure event shall take appropriate measures to reduce or eliminate the influence of the force majeure event, and attempt to resume the performance of the obligations delayed or hindered by the event within the shortest possible time. If the force majeure event or the influence of a force majeure event prevents a party or parties from performing all or part of its obligations under this Agreement for a period of more than one (1) month, the party not affected by the force majeure shall have the right to request to terminate this Agreement and exempt some obligations specified herein or delay the performance of this Agreement.
XI. Effectiveness, Alteration, Transfer, Term and Termination of this Agreement
1. Any change to this Agreement shall be made in writing and agreed by the parties through negotiation.
2. The cooperative institution shall not transfer any of its rights and/or obligations under this Agreement (in whole or in part) to any third party without the prior written consent of the other parties.
3. This Agreement shall take effect on the date when it is affixed with official seals of the parties, and shall be valid for one year. Unless any party raises a written objection one month prior to the expiration of this Agreement, the term of this Agreement shall be automatically extended for one year after the expiration, and the extension shall be limited to once only. The parties to this Agreement shall continue to comply with the provisions of this Agreement in respect of personal consumer loans granted prior to the expiration of this Agreement.
4. This Agreement may be terminated without any liability to be undertaken by the terminating party in the following circumstances: (1) MYbank and Chongqing Wantang notify the cooperative institution in writing 30 days in advance to terminate this Agreement immediately due to major business adjustment; (2) MYbank and Chongqing Wantang, at the request of regulatory authorities, give the cooperative institution a written notice of immediate termination of this Agreement less than 30 days in advance; (3) Where any party violates this Agreement (including the statements and guarantees made by it under this Agreement are untrue, inaccurate, incomplete, invalid or misleading), and fails to remedy within fifteen (15) days after receipt of written notice specifying the breach, the other party may immediately terminate this Agreement;(4) Where the cooperative institution violates any of the obligations under Article I and Article II and refuses to correct, MYbank may immediately terminate this Agreement without any liability for breach of contract; (5) Where one party is dissolved, bankrupt, taken over or enters into any debt repayment arrangement with its creditors, the other party may terminate this Agreement immediately; (6) Where one party closes or plans to close, or disposes of or intends to dispose of all or part of the assets that may directly affect the performance of its obligations under this Agreement, the other party may terminate this Agreement immediately; (7) Any party may terminate this Agreement immediately if the cooperative project becomes illegal in whole or in part or cannot be legally performed in accordance with any Chinese law; (8) This Agreement may be terminated as otherwise provided herein, or the parties may terminate this Agreement in writing through negotiation.
5. Except as otherwise provided in this Agreement or as otherwise agreed by the parties, the termination and expiration of this Agreement shall not affect the rights or liabilities of the parties upon or prior to the termination or expiration of this Agreement.
XII. Governing Laws and Dispute Resolution
1. The conclusion, effectiveness, performance, alteration, interpretation and termination of this Agreement shall be governed by Chinese laws.
2. In case of any dispute arising from the contents of this Agreement or its implementation, both parties shall try their best to solve it through friendly negotiation; if the negotiation fails, any party may file a lawsuit to Xihu District Court of Hangzhou, China.
XIII. Supplementary Provisions
1. The titles of this Agreement are set up for the convenience of reference only and shall not affect the interpretation hereof.
2. This Agreement shall be made in six copies, with each party holding two copies, each of which has the same legal effect.
[No text below]
[Signature page for Automobile Finance Project Cooperation Agreement]
Shanghai Cango Investment and Management Consultation Service Co., Ltd.
Seal: [Shanghai Cango Investment and Management Consultation Service Co., Ltd.] (seal)
March 24, 2020
Chongqing Wantang Information Technology Co., Ltd.
Seal: [Chongqing Wantang Information Technology Co., Ltd. 5001141079687] (seal)
March 24, 2020
Zhejiang E-Commerce Bank Co., Ltd.
Seal: [Zhejiang E-Commerce Bank Co., Ltd. 3301060106867] (seal)
March 24, 2020
Exhibit 4.20
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
Automobile Finance Project Counter-guarantee Agreement
(contract number [ ])
This Automobile Finance Project Counter-guarantee Agreement] (this Agreement) is signed by the following parties in Hangzhou, Peoples Republic of China (for the purpose of this Agreement, excluding Hong Kong SAR, Macao SAR and Taiwan) on March 24, 2020 (the signing date).
1. Cango Financing Guarantee Co., Ltd. (financing guarantee company or counter-guarantor) is a limited liability company validly established and existing under the laws of the PRC, and is qualified to conduct financing guarantee business. Its registered address is: No. 75-1 Jinfeng Street, Shenfu New Area, Liaoning Province, and the unified social credit code is 91211500MA0Y2MA615.
2. Zhejiang E-Commerce Bank Co., Ltd. (MYbank) is a limited liability company validly established and existing under the laws of the PRC. Its registered address is 15-17/F, Block 1, Delixi Mansion, No. 28-38 Xueyuan Road, Xihu District, Hangzhou, Zhejiang Province, and the unified social credit code is 91330000343973322D.
Each of the above party is individually referred to as a party and collectively as the parties. For the purpose of this Agreement, the Chinese laws refer to all laws, administrative laws and regulations, rules, regulations, policy documents, provisions, decisions and policy documents of local authorities or local government departments in China, which are valid at the time of concluding this Agreement.
Whereas:
1. MYbank and its cooperative financial institutions have signed a cooperation agreement on automobile finance business to jointly carry out automobile finance business. Among which, cooperative financial institutions shall issue financing funds to individual buyers (borrowers or customers); MYbank shall provide cooperative financial institutions with one or more services such as lending and repayment services, guarantee services, credit inquiry services, among others.
2. The borrower applies to the cooperative financial institutions for financing services for purchasing or renting a vehicle (hereinafter collectively referred to as automobile financing services), and signs an automobile financing contract, the specific name of which is subject to the actually-signed contract (loan contract or master contract).
3. In order to ensure that the borrower fulfills the above-mentioned loan contract, MYbank, as a guarantor, has signed a guarantee contract (guarantee contract) with cooperative financial institutions and the borrower, providing joint and several guarantee liability for the above-mentioned borrower regarding the debt to cooperative financial institutions.
4. The counter-guarantor is willing to provide counter-guarantee to MYbank for the above-mentioned borrowers automobile financing services, which is a joint and several liability guaranty. In order to ensure the fulfillment of the aforementioned agreement, the borrower mortgages the vehicle purchased to the counter-guarantor as a guarantee and has gone through third-party mortgage registration formalities designated by the mortgagee or the counter-guarantor. With regard to the mortgage registration, MYbank should provide reasonable assistance to the counter-guarantor.
5. Both parties, in line with the principle of equality, mutual benefit and good faith, agree to enter the following agreement in accordance with Chinese laws.
I. The Principal Creditors Right Guaranteed by the Counter-guarantor
The principal creditors right guaranteed by the counter-guarantor refers to the right of recourse to the counter-guarantor in the case of overdue repayment by individual buyers in accordance with the automobile finance business agreement signed with cooperative financial institutions in the following table, after MYbank bears the guarantee liability within a certain proportion of the total outstanding loan of the cooperative financial institutions. The specific proportion of guarantee for cooperative financial institutions is as follows:
No. |
The specific proportion of guarantee for cooperative financial institutions |
Guarantee proportion (a certain proportion of the accumulated amount of the loan) |
||
1 | Hangzhou Branch of Postal Savings Bank of China | [REDACTED]% |
If the above-mentioned bank and the parties change the guarantee proportion, they shall agree separately in the form of a supplementary agreement.
II. Scope of Counter-guarantee
1. According to the relevant agreements of the loan contract and the guarantee contract, MYbank shall bear the joint and several liability guaranty to the cooperative financial institutions within the agreed guarantee scope and guarantee limit for the borrower. If the borrower violates the loan contract and constitutes a breach of contract under the loan contract or violates any payment obligations under other documents signed by the borrower, MYbank has the obligation to fulfill its guarantee obligations.
2. The scope of guarantee provided by the counter-guarantor under this Agreement shall be: all the amount repaid by MYbank on behalf of the borrower and the interest and other expenses and losses since the date of payment, including but not limited to the payment of principal, interest and penalty interest on the loan, excluding relevant handling fees, service fees, liquidated damages, damages and realization of claims (including but not limited to attorney fees, notarization fees, appraisal fees, litigation fees and reminders).
III. Guarantee Period of Counter-guarantee
Both parties agree that the counter-guarantee period of a single loan shall be calculated separately within [REDACTED] years from the date on which MYbank actually performed the guarantee obligation to the cooperative financial institutions for the borrower.
IV. Means of Guarantee
1. The counter-guarantor shall bear joint and several liability guaranty within the scope of guarantee. The counter-guarantor waives any right of defense as the guarantor of the counter-guarantee.
2. Where the vehicle buyer fails to partially or fully fulfill its repayment obligations and responsibilities in respect of the loan contract (overdue repayment by the vehicle buyer), the overdue repayment status of the vehicle buyer shall not exceed the stage before the [REDACTED] day (the stage before the [REDACTED] day). Where different cooperative financial institutions have different requirements on the time of the disposal stage, MYbank shall separately notify the counter-guarantor by e-mail or other written notices of the specific time before the start of the cooperation. The counter-guarantor shall promptly take legal collection and assist the vehicle buyer to dispose of the vehicle or take other appropriate measures, to ensure that cooperative financial institutions receive all unpaid payments from loan contracts in a lump sum at the stage before the [REDACTED] day. Otherwise, MYbank shall have the right to deduct the deductible working fund from the counter-guarantors account (as defined below) from the [REDACTED] day until the above-mentioned agreement obligations are fully fulfilled.
In addition, since the [REDACTED] day, as long as the aforementioned obligations of the counter-guarantor are not fully fulfilled, the counter-guarantor shall continue to collect or purchase vehicle ownership from the vehicle buyer to ensure that the cooperative financial institutions receive all unpaid payments from the loan contract of the vehicle buyer in a lump sum. Otherwise, MYbank has the right to deduct the deposit of the counter-guarantor (as defined below) from the [REDACTED] day until the above-mentioned obligations of the counter-guarantor are fully fulfilled.
3. In order to ensure that the counter-guarantor fulfills its obligations, the counter-guarantor shall pay a deposit to MYbank. The deposit amount shall not be less than the sum of the principal creditors right undertaken by MYbank to the cooperative financial institutions as stipulated in Article 1 of this Agreement, and the security deposit amount shall be equal to S (the financing accumulated amount * guarantee proportion). Where the borrower fails to fulfill or fully fulfill the obligations and responsibilities stipulated in the loan contract and/or the guarantee contract, [MYbank may notify the counter-guarantor to assume the counter-guarantee liability by e-mail through the designated mailbox agreed in Article 1, and deduct the corresponding amount from the deposit within [REDACTED] working day(s)]. At the same time, the counter-guarantor shall make up the deposit within [REDACTED] working days. Where the counter-guarantor delays the payment of the deposit, the liquidated damages of [REDACTED]% shall be paid for each day overdue.
The security deposit account of MYbank:
Account name: Cango Financing Guarantee Co., Ltd.
Account No.: [REDACTED]
Opening bank: Zhejiang E-Commerce Bank Co., Ltd. (MYbank)
4. The counter-guarantor shall pay RMB[REDACTED] to MYbank within five working days from the date of signing this Agreement as the initial deposit.
5. If this Agreement is terminated in accordance with Article 12 and there is still a balance of the deposit, MYbank will return it to the counter-guarantor within five working days.
The collection account of counter-guarantor:
Account name: Cango Financing Guarantee Co., Ltd.
Account No.: [REDACTED]
Opening bank: Zhejiang E-Commerce Bank Co., Ltd. (MYbank)
6. The security deposit deposited by the counter-guarantor in MYbank is an agreed deposit, which pays interest quarterly, and the interest is calculated and paid according to the benchmark annual interest rate of the current agreed deposit announced by the Peoples Bank of China. If the Peoples Bank of China adjusts the benchmark interest rate of the agreed deposit during the contract period, the interest of the deposit shall be calculated and paid at the adjusted benchmark interest rate.
V. Subordination of Creditors Right
The counter-guarantor hereby irrevocably and unconditionally agrees that any creditors right or recourse of the counter-guarantor against the borrower shall be inferior to the creditors right or recourse held by MYbank against the borrower, the counter-guarantor does not exercise any rights or claims against the borrower to compete with MYbank.
VI. Continuing Guarantee
The guarantee under this Agreement is a continuing guarantee and the counter-guarantor shall bear all responsibilities under this Agreement without being affected by any factors, including:
(1) Any defects in the rights of MYbank to the borrower;
(2) The bankruptcy, takeover, insolvency, liquidation, dissolution, incapacitation or any restrictions of MYbank, the death of the borrower, counter-guarantor or any other person;
(3) Any other act, event or situation that may affect or discharge this Agreement or counter-guarantors obligations under this Agreement.
In addition, if MYbank assumes the guarantee liability in accordance with the guarantee contract, the counter-guarantor shall fulfill the guarantee liability of the counter-guarantor to MYbank under this Agreement.
VII. Statements, Guarantees and Commitments of Both Parties
1. Both parties are legally established and legally existing independent civil subjects, have full civil capacity and all necessary authorizations and rights, and are able to sign this Agreement, fulfill their obligations and bear responsibilities in their own name (the counter-guarantor shall have the business qualification to provide counter-guarantee).
2. During the validity period of this Agreement, both parties confirm that: (1) All documents, materials and information provided by both parties to MYbank during the signing and implementation of this Agreement are true, accurate, complete and valid. (2) There are no events between the parties that will have a significant adverse impact on their financial position and normal operations, and no bankruptcy or liquidation proceedings have been carried out; and (3) Both parties ensure that the qualifications, permits, approvals/licenses, filings/registrations required for the fulfillment of this Agreement remain valid and up-to-date at all times.
3. Except as otherwise provided in this Agreement or as otherwise agreed by the parties, (1) The signing and fulfillment of this Agreement shall not at any time be deemed to create any joint venture, partnership, joint operation, employment, principal-agent or other legal relationship between the parties that may enable one party to act for or on behalf of the other. Both parties shall bear all responsibilities relating to the products and/or services respectively in accordance with applicable laws and regulations for their own products and/or services. (2) Neither party shall, without the prior express written consent of the other party, declare it to be the agent of the other party, to act for or on behalf of the other party, to make any representations, warranties or undertakings for or on behalf of the other party, or to bind the other party to any contract or otherwise subject the other party to any obligation or liability.
VIII. Notification
All notices, requests, claims, requirements and other communications under this Agreement shall be in writing and delivered by (1) specialized personnel; (2) postage-paid airmail; (3) postage-paid air express; (4) facsimile; or (5) e-mail, according to actual conditions. All the above notices shall be deemed to have been delivered or received in accordance with the following provisions: (1) receipt shall prevail in the case of delivery by specialized personnel; (2) on the fifth (5th) day of delivery by post; (3) on the second (2nd) day after entrusting to reputable express companies; (4) 24 hours after the sending of fax and upon receipt of the relevant electronic confirmation; (5) when the message is sent to the server of the e-mail address designated by the other party by e-mail.
Cango Financing Guarantee Co., Ltd.
Address: No. 75-1 Jinfeng Street, Shenfu New Area Liaoning Province
Zip code: 110172
Tel: [REDACTED]
E-mail: [REDACTED]
Recipient: Luo Gu
Copy: [REDACTED]
Zhejiang E-Commerce Bank Co., Ltd. (MYbank)
Address: 15-17/F, Block 1, Delixi Mansion, No. 28-38 Xueyuan Road, Xihu District, Hangzhou, Zhejiang Province
Zip code: 310012
Tel: [REDACTED]
E-mail: [REDACTED]
Recipient: Pan Junjie
Copy: [REDACTED]
If one party changes its address during the validity term of this Agreement, it shall immediately notify the other party in writing.
IX. Confidentiality
1. Unless otherwise provided in this Agreement or otherwise agreed by both parties, one party shall keep confidential the contents of the other partys transactions, business, finance, technologies, product information, trade secrets, licenses or other non-public documents or information (whether marked as confidential or not) (confidential information) and shall not disclose it to any third party other than this Agreement without the prior written consent of the source of the confidential information, and reproduce and use the confidential information only for the purposes of this Agreement, but the following circumstances are not subject to the foregoing restrictions: (1) disclosure of the confidential information to any regulatory authority (such as tax authorities), judicial and/or relevant exchange listing rules, or judicial proceedings arising out of this Agreement for legal use (provided that the disclosing party shall discuss with the other party the scope and manner of disclosure at a reasonable time prior to disclosure and let the informed party keep it confidential as much as possible); (2) disclosure of the confidential information to professional advisers when the other party has to know the confidential information in order to fulfill this Agreement (provided that the professional advisers shall comply with the secrecy provisions of this article); (3) public knowledge of the confidential information for reasons beyond the control of both parties; (4) disclosure of the confidential information to MYbank, the counter-guarantor and the related parties of the above-mentioned parties that have to know the confidential information in order to fulfill this Agreement; (5) under the written consent of the disclosure or use of confidential information.
2. Except as otherwise provided in this Agreement or otherwise agreed by both parties, the terms and conditions of this Agreement, the existence of this Agreement and any documents related to this Agreement shall belong to confidential information. If the counter-guarantor intends to disclose the above-mentioned information through any public channel (including but not limited to the electronic platform, applications, news media, marketing materials or other means operated by the counter-guarantor), it shall consult with MYbank in advance to confirm the disclosure scheme.
3. Except as otherwise provided in this Agreement or otherwise agreed by both parties, for all information and data provided by either party to the other party in this Agreement, if it involves the proprietary data and information of the disclosing party and its related parties (including but not limited to customer information, technical information, business information, know-how, corporate business model, business plan, financial budget and model, computer programs, source code, algorithms, among others), the ownership belongs to the disclosing party and its affiliated parties, and this Agreement does not transfer any ownership of any proprietary data and information, and one party shall not provide the proprietary data and information provided by the other party to a third party, otherwise, such party shall be liable for the losses caused to the other party.
X. Liabilities for Breach of Contract
1. During the term of this Agreement, if either party violates the Chinese laws or any content hereof, it shall constitute a breach of contract.
2. In the event of a breach of contract by either party, the other party has the right to terminate this Agreement and investigate the breaching partys liability for breach of contract and damages in accordance with law.
XI. Force Majeure
1. In the event of an earthquake, typhoon, flood, fire, military campaign, strike, riot, war, or other unforeseeable force majeure event (force majeure event) beyond the reasonable control of the counter-guarantor, the counter-guarantor shall immediately notify MYbank without delay and provide details and supporting documents of such events within fifteen (15) days after the notification, and explain the reasons for the inability or delay in the fulfillment of all or part of his obligations under this Agreement. The two parties shall find and implement a solution acceptable to both parties to the agreement through consultation.
2. In the event of an event of force majeure, the party affected by force majeure shall not be responsible for any damage, cost increase or loss suffered by the other party as a result of the failure or delay in the fulfillment of its obligations under this Agreement due to an event of force majeure, and such failure or delay in the fulfillment of this Agreement shall not be deemed as a breach of this Agreement. The party affected by force majeure event shall take appropriate measures to reduce or eliminate the influence of the force majeure event, and attempt to resume the performance of the obligations delayed or hindered by the event within the shortest possible time. If an event of force majeure or the influence of an event of force majeure hinders one or both parties from fulfilling all or part of their obligations under this Agreement for more than one (1) month, the party not affected by force majeure shall have the right to request termination of this Agreement and waive part of its obligations under this Agreement or delay the fulfillment of this Agreement.
XII. Entry into Force, Modification and Termination of the Agreement
1. This Agreement shall enter into force from the date on which the counter-guarantor and MYbank affix the official seal, until (1) the counter-guarantor has completed the counter-guarantee obligations agreed upon by MYbank; (2) the guarantee period of the counter-guarantee expires, whichever is earlier.
2. Any alterations to this Agreement shall be agreed upon by both parties through consultation and shall be made in writing.
3. This Agreement may be terminated by mutual agreement or by MYbank through giving notice in writing to the counter-guarantor 30 days in advance.
4. Without the consent of MYbank, the counter-guarantor shall not transfer any of its rights and/or obligations under this Agreement to any third party.
5. Without prejudice to other provisions in this Agreement, this Agreement shall be legally binding on both parties and their respective successors and assignees generated in accordance with the law, provided that the successors and assignees of the counter-guarantor shall have the qualification of financing guarantee business.
XIII. Governing Law and Dispute Resolution
1. The conclusion, effectiveness, performance, alteration, interpretation and termination of this Agreement shall be governed by Chinese laws.
2. In case of any dispute arising from the contents of this Agreement or its implementation, both parties shall try their best to solve it through friendly negotiation; if the negotiation fails, either party may file a lawsuit to Xihu District Court of Hangzhou, China.
XIV. Supplementary Provisions
1. The titles of this Agreement are set up for the convenience of reference only and shall not affect the interpretation hereof.
2. This Agreement is made in six copies, with each party holding three copies, each of which has the same legal effect.
[No text below]
[Signature page of Automobile Finance Project Counter-guarantee Agreement]
Cango Financing Guarantee Co., Ltd.
Seal: [Cango Financing Guarantee Co., Ltd.] (Seal)
Zhejiang E-Commerce Bank Co., Ltd.
Seal: [Zhejiang E-Commerce Bank Co., Ltd. 3301060106867] (seal)
March 24, 2020
Exhibit 4.21
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
Puxi Branch of Bank of Shanghai Co., Ltd.
Shanghai Chejia Financing Lease Co., Ltd.
Shanghai Cango Investment and Management Consultation
Service Co., Ltd.
Personal Consumer Loan Business
Cooperation Agreement
July 2018
Shanghai, China
Party A: Puxi Branch of Bank of Shanghai Co., Ltd. (Hereinafter referred to as Party A)
Address: Building 2, No. 595 Caoxi North Road, Xuhui District, Shanghai
Legal representative (responsible person): Wang Ming
Tel: [REDACTED]
Party B: Shanghai Chejia Financing Lease Co., Ltd. (Hereinafter referred to as Party B)
Address: 16/F, Building 2, Youyou Century Square, No. 428 Yanggao South Road, Lujiazui Finance & Trade Zone, China (Shanghai) Pilot Free Trade Zone
Legal representative (responsible person): Zhang Xiaojun
Tel: [REDACTED]
Party C: Shanghai Cango Investment and Management Consultation Service Co., Ltd. (Hereinafter referred to as Party C)
Address: Room 418, Building 13, No. 258 Juxun Village, Chengqiao Town, Chongming County, Shanghai
Legal representative (responsible person): Zhang Xiaojun
Tel: [REDACTED]
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Chapter I General Provisions
Article I. Party A is a financial institution approved to engage in various credit businesses, including personal consumer loan business, and can provide personal consumer loans to eligible retail customers.
Article II. Party B is a financial leasing company approved to engage in the automobile financial leasing business, with rich industry experience and business network.
Article III. Party C is a company with rich experience in providing system support and various loan services to enterprises in the field of automobile consumption.
Article IV. Party A, Party B and Party C wish to, through cooperation, make use of their respective advantages to better provide financial services for automobile retail loans to eligible retail customers.
Chapter II Basic Definitions
Article V. Personal consumer loan: refers to the Shanghai Chejia automobile financial leasing consumer loan which Party A, Party B and Party C agreed to cooperate on.
Article VI. Retail customer: means the borrower specified in the loan contract who is recommended by Party C and finally approved by Party A and Party B.
Article VII. Loan-related person: refers to the co-borrower and the guarantor. Co-borrower means a natural person who jointly assumes the obligations of retail customers under a loan contract and whose signature is a necessary condition for a retail customer to obtain a loan (the natural person includes the spouse of a retail customer). Guarantor means any party which, under a loan contract, guarantees or/and indemnifies a retail customer for its repayment obligation or liability for satisfaction, and the other party that has assumed the rights and obligations of the guarantor through assignment or legal enforcement.
Article VIII. Party As acceptance condition: means the condition under which Party A accepts a retail customers loan application, which may be amended by Party A from time to time. However, any amended condition shall be notified to Party B and Party C in writing.
Article IX. Loan application materials: refer to the materials and documents containing the name of a retail customer and other relevant information submitted to Party A through the channels and in the forms recognized by Party A.
Article X. Leased vehicle: means the vehicle leased under the personal financial leasing consumer loan pursuant to the loan contract.
Article XI. Loan contract: means a contract signed by Party A with the retail customer, the co-borrower (if any) and the guarantor (if any), whereby Party A provides financial leasing consumer loan for the retail customer and the loan-related person.
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Article XII. Interest rate: means the loan interest rate applicable to the personal consumer loan of a retail customer under a loan contract, including but not limited to normal loan interest rate and overdue loan interest rate.
Article XIII. Interest: refers to the amount that a retail customer shall pay to Party A according to the applicable loan interest rate under a loan contract, including but not limited to normal interest and overdue interest (default interest).
Article XIV. Debtor: means a person who is obligated to pay off debts to Party A and Party B based on a loan contract and mortgage contract, including but not limited to borrower (retail customer), co-borrower, guarantor and other loan-related person.
Article XI. Repayment date: refers to the date when the retail customer actually repays the relevant payables under the loan contract to Party A.
Article XVI. Dealer: means an automobile dealer who sells a leased vehicle to a retail customer and issues a purchase invoice in its own name based on the retail automobile demand of the retail customer.
Article XVII. Purchase price: refers to the price actually paid by the vehicle purchaser when buying the vehicle at the dealers premises (excluding various additional taxes, fees and premiums).
Article XVIII. Market guidance price: refers to the suggested sales price set by the automobile manufacturer according to the market conditions when the automobile leaves the factory.
Article XIX. Automobile accessories: refer to navigation equipment, physical accessories such as exterior film and charging device, as well as intangible accessories and services such as extended automobile warranty and automobile insurance. In this Agreement, it refers to the automobile purchase tax that shall be paid according to the national regulations, insurance fees agreed by the insurance company and automobile positioning equipment.
Article XX. Loan account: refers to the account opened by Party B with Party A for receiving the automobile financial leasing consumer loan, specifically:
Account name: Shanghai Chejia Financing Lease Co., Ltd.
Account number: [REDACTED]
Deposit bank: Luwan Sub-branch of Bank of Shanghai
Article XXI. Repayment account: refers to the account opened by Party B with Party A for collecting loan repayment funds. This account is supervised by Party A, and Party A deducts funds for repayment according to the personal customer repayment plan generated in its own system, specifically:
Account name: Shanghai Chejia Financing Lease Co., Ltd.
Account number: [REDACTED]
Deposit bank: Luwan Sub-branch of Bank of Shanghai
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Chapter III Definitions of Products
Article XXII. Shanghai Chejia automobile financial leasing consumer loan (hereinafter referred to as consumer loan or this consumer loan) refers to the financial leasing relationship between the retail customer and Shanghai Chejia. At the same time, Party B shall apply to Party A for consumer loan to pay the financial leasing amount. The purpose of the loan is limited to the payment of financial leasing amount.
Article XXIII. Loan limit
(I) In this consumer loan, the loan limit of a single automobile financial leasing consumer loan shall be RMB[REDACTED], and the maximum amount shall be RMB[REDACTED], and shall not exceed [REDACTED]% of the value of the purchased leased vehicle; the maximum amount of a single financial leasing consumer loan for accessories shall be RMB[REDACTED], and shall not exceed [REDACTED]% of the value of the purchased leased vehicle.
(II) The value of the leased vehicle under this consumer loan shall be determined according to the actual purchase price or the market guidance price, whichever is lower.
Article XXIV. Loan period
The loan period of this consumer loan shall be [REDACTED] year at the minimum and not exceed [REDACTED] years at the maximum, which shall be subject to the time limit specified in the financial leasing consumer loan contract approved by the retail customer and Party A.
Article XXV. Loan interest rate
(I) The interest of the loan is calculated at a fixed interest rate, and the interest rate shall not be adjusted during the loan term;
(II) The interest rate of the loan shall be the rate specified in the loan contract signed with the borrower;
(III) The date of interest rate selection shall be the value date;
(IV) The penalty interest rate of overdue loan shall be [REDACTED]% higher than the loan interest rate.
Article XXVI. Repayment method
(I) This consumer loan adopts the repayment method of average capital plus interest on a monthly basis, and the repayment date is the corresponding date of the loan date;
(II) This consumer loan only supports full prepayment;
(III) The grace period for this overdue consumer loan is [REDACTED] natural days;
(IV) This consumer loan shall not be subject to the penalty for prepayment.
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Chapter IV Loan Acceptance
Article XXVII. The list of application materials required by the retail customer under this consumer loan project shall be formulated by Party A. Party A shall entrust Party C to receive all paper and electronic materials required by retail customers and loan-related persons, and ensure all materials are consistent with the loan application materials submitted to Party A; Party C shall ensure the quality of all customer information provided to Party A. In case of any loss caused to Party A due to any problem in the authenticity, legality, compliance and consistency of the customer information provided by Party C, Party C shall be responsible for compensation within [REDACTED] workdays.
Article XXVIII. Party C shall ensure that any document that needs to be signed by retail customers and loan-related persons shall be signed in person.
Article XXIX. Party A shall be responsible for verifying whether the loan requirements or information of retail customers involved in the loan application materials are true or accurate.
Chapter V Loan Approval
Article XXX. Party A shall formulate the loan approval policy under this consumer loan, including the access, credit granting and relevant data elements of contract signing of retail customers (see Appendix 2 for details). Party A shall entrust Party C to be responsible for screening the loan application materials according to the above policy. Party C shall timely submit to Party A the information of retail customers and loan-related persons that are deemed to meet the acceptance conditions of Party A after screening for approval through system connection. After receiving the application for approval submitted by Party C, Party As system shall conduct pre-approval and formal approval in a timely manner. Party A shall examine the loan application materials independently and without any influence from any party, and shall have the right to decide whether to finally approve the application at its own discretion, and notify Party B of the examination decision through system connection. Party As examination decision shall be the final reply decision of the loan application.
Article XXXI. Both parties agree that the number of pre-approval applications of each retail customer shall be [REDACTED], and the period of validity for pre-approval shall be [REDACTED] natural days, subject to the system control of Party A and relevant agreements in Appendix 2.
Article XXXII. Where Party A makes any change or adjustment to the loan approval policy under this consumer loan, it shall notify Party C in writing. In case of any discrepancy between Party A and Party C with respect to the change of the loan approval policy, a separate negotiation shall be conducted.
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Chapter VI Contract Signing and Loan Granting
Article XXXIII. The loan application finally approved by Party A shall be deemed as a business deal under this consumer loan. For each loan application finally approved by Party A, it shall ensure that Party B has signed the Vehicle Financial Leasing Contract and Mortgage Contract with retail customers and loan-related persons, specifying that the retail customers shall handle the automobile financial leasing business. All business formalities shall be completed. Party A shall sign the Financial Leasing Consumer Loan Contract and receipt for a loan with retail customers and loan-related persons, clarifying that the loan purpose is only limited to the payment of financial leasing. Retail customers and loan-related persons shall be obligated to repay the loan to Party A, and Party A shall enjoy the rights and interests corresponding to the loan.
Article XXXIV. Party A shall entrust Party C to sign relevant legal documents with retail customers and loan-related persons, and ensure that any document that needs to be signed by retail customers and loan-related persons shall be signed in person.
Article XXXV. For the loan application finally approved by Party A, Party A agrees to apply for the online digital certificate and sign the contract through the Anxinsign platform certified by CFCA, or sign the paper contract. The paper contract and the electronic contract shall have the same legal effect, and the contract party applied by Party A on the Anxinsign platform shall be Luwan Sub-branch under the jurisdiction of Party A. Party A authorizes Party B to sign the Financial Leasing Consumer Loan Contract with the above-mentioned retail customers in the name of Luwan Sub-branch under the jurisdiction of Party A within the validity period of the single loan contract, which shall take effect immediately after being signed. During the cooperation period, if Party B signs a contract with a retail customer whose loan application was not approved by Party A in the name of Luwan Sub-branch under the jurisdiction of Party A, or if Party B signs any legal document without Party As consent in the name of Party A, Party B shall bear the legal liabilities arising therefrom and compensate Party A for all losses.
Article XXXVI. Party A shall entrust Party C to conduct a preliminary review of the loan granting materials to ensure that all the formalities for offline contracting by retail customers and loan-related persons have been completed, including but not limited to confirming that the financial leasing business between Party B and retail customers has been completed, confirming that retail customers have completed relevant formalities such as signing of loan contracts, and being responsible for the authenticity of loan granting materials. After being approved, Party B shall automatically transmit the loan application to Party A through the system, and Party A shall notify Party B of the loan approval result through the system after approving the loan. Where retail customers fail to complete the online/offline contracting or relevant information is incomplete or untrue, but Party B has sent the loan application to Party A and is granted with loan, Party B shall bear all the losses incurred to Party A.
Article XXXVII. For the loan that has been approved by Party A for final disbursement, Party A shall directly pay the loan to the loan account opened by Party B. Party A shall ensure that all the loans that have passed the granting approval are paid to the loan account of Party B in full before 18:00 every day, and Party B shall not send loan granting applications to Party A after 18:00 every day. The system of Party A shall automatically control the repayment date of the loan application on the 29th, 30th and 31st of each month as the 27th.
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Article XXXVIII. Under any loan, the rights and obligations of Party A and retail customers and loan-related persons shall comply with the provisions of the Financial Leasing Consumer Loan Contract.
Chapter VII Repayment
Article XXXIX. When retail customers repay this consumer loan upon maturity, ahead of maturity or overdue, they shall deposit the repayment fund into the repayment account designated by Party A within the time limit specified in the loan contract by itself or entrusting a third-party payment company.
Article XL. Party A shall deduct the repayment funds of retail customers from the repayment account on the agreed repayment date of this consumer loan or after receiving the repayment application from retail customers, and realize the recovery of the principal and interest of each consumer loan.
Article XLI. Party A shall notify Party B of the repayment result of retail customers and other information in a timely manner after the repayment is completed.
Chapter VIII Credit Investigation Management
Article XLII. Party A shall entrust Party C to be responsible for signing the written authorization (hereinafter referred to as the authorization, see Appendix 3 for details) in person and legally by retail customers and loan-related persons (borrower, co-borrower (if any), guarantor (if any) indicated in relevant loan application materials. The authorization enables Party A to legally disclose and inquire about relevant information of the borrower, co-borrower (if any) and guarantor (if any) to the personal credit information basic database of the Peoples Bank of China and other relevant government agencies, public security organs, procuratorate and courts, and use such information to the extent permitted by laws, regulations, rules and other normative documents.
Article XLIII. In the case of obtaining the above-mentioned authorization, Party A may separately submit and inquire about relevant information of the borrower, co-borrower (if any), guarantor (if any) and guarantors spouse (if any) to the personal credit information basic database of the Peoples Bank of China and other relevant government agencies, public security organs, procuratorate and courts, and use such information to the extent permitted by laws, regulations, rules and other normative documents.
Article XLIV. All parties agree that Party A shall report the personal credit information of retail customers and loan-related persons to the Peoples Bank of China, and Party B shall actively cooperate with Party A in handling customer objections, and timely feedback the handling results to Party A.
Chapter IX Operation Quality Guarantee Measures
Article XLV. Party C shall assist Party A in completing post-loan management, and shall be responsible for front-end customer acquisition, follow-up call and system building under this consumer loan, and undertake operation quality guarantee for the above-mentioned work.
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Article XLVI. Party B shall ensure that it shall not release the mortgage relationship with retail customers before the consumer loan of retail customers is settled.
Article XLVII. If a single retail customer fails to repay or repay the principal and interest of the loan in full amount for two consecutive periods, or fails to pay the loan due date (including acceleration of maturity) within [REDACTED] days after the loan is due, or in case of any other default under this Agreement, Party B shall, within [REDACTED] days after the occurrence of the default, return the remaining outstanding principal and interest and default interest in a lump sum in advance. The total amount of the remaining loan principal and interest payable and the repayment order shall be subject to the accounting in the system of Party A or the agreement in the loan contract. The differences in default interest receivable caused by systems of Party A, Party B and Party C shall be checked by the three parties on a monthly basis, and the differences shall be included in the cooperative management remuneration. Party C shall issue relevant VAT invoices to Party A. (See Appendix 7 for specific payment methods and procedures). In case of any dispute between retail customers and Party B, Party B shall not be affected to refund the financial leasing amount.
Article XLVIII. Party B shall deposit a certain amount of fund as the security deposit for the project in order to guarantee Party Bs performance of the obligations required by the operation quality guarantee measures. The initial security deposit for the project shall be RMB[REDACTED]. With the expansion of the project scale, the security deposit shall be increased by RMB[REDACTED], which shall be subject to the written consent of the three parties. The margin is deposited into the margin account opened by Party B with Party A (account name: Shanghai Chejia Financing Lease Co., Ltd., account number: [REDACTED]).
Chapter X Post-Loan Management
Article IL. After the granting of this consumer loan, Party C shall be responsible for all customer service, and retail customers shall not apply for changing the loan period, loan interest rate and other services.
Article L. Party C shall assist Party A in completing the post-loan management of this consumer loan. Party C shall be mainly responsible for post-loan services for retail customers, follow-up call, overdue collection, disposal of non-performing loans and post-loan data sharing. Party A shall be mainly responsible for loan fund monitoring, loan data spot check, loan risk monitoring and post-loan data analysis.
Article LI. Party B shall submit business and risk reports to Party A on a quarterly basis, including: total balance of the Companys loan, overdue balance and NPL balance; cooperation between the Company and other financial institutions; review and approval, risk exposure and risk prevention and control measures during the reporting period; post-loan collection and measures during the reporting period.
Article LII. Party B and Party C shall not publicize the information in the name of Party A, or collect interest from customers in any form, and guarantee the security of customer information.
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Article LIII. Party A, Party B and Party C shall hold regular working meetings. The contents of meetings shall cover the current development of the business, the objective plan for the next stage and development strategies (including but not limited to the amount of consumer loans, product allocation plan, access standard of customer and borrower, collection measures and disposal of NPL). The meetings shall be mainly in the form of teleconference and on-site meeting, which shall be held at least once every quarter.
Article LIV. Within the scope permitted by applicable laws and subject to regulatory compliance requirements, Party C shall provide Party A with all post-loan data within 60 days.
Article LV. Party B shall send the consumer loan application reconciliation statement to Party A for system check every day.
Article LVI. Party A shall entrust Party C to conduct a verification follow-up call every quarter (the list shall be provided by Party A), and fill in the Batch Cluster Loan Follow-up Record Book (see Appendix 4), register the Post-loan Verification Follow-up Call Ledger of Personal Loans (see Appendix 5), and send the materials to Party A after completion. Party A shall randomly check on the follow-up of Party C.
Party Cs inspectors shall check the borrower and its loan information according to the system information, including but not limited to the following aspects:
1. Check the name and confirm whether the loan is applied for by the borrower himself;
2. Check the products purchased and confirm whether the loan purpose is consistent with the credit purpose;
3. Check the information of the borrower, and confirm the occupation, income, repayment intent of the borrower.
Article LVII. Party A shall conduct a spot check on the archives kept by Party C at the beginning of each quarter (the list shall be provided by Party A), and fill in the Spot Check Record of Batch Cluster Loan Archives (see Appendix 6).
Article LVIII. Party A shall monitor this consumer loan on a monthly basis, track, analyze and assess the asset quality of the business, and pay special attention to the following two situations:
1. Whether to touch the warning line agreed in this Agreement. When the refund rate of financial leasing loan of the project (refund rate of financial leasing loan = full refund amount/ (loan balance + full refund amount) reaches [REDACTED]%, it is the warning line of the project. In case of touching the warning line, Party A shall issue a risk alert, make an appointment with Party B, analyze the cause of default risk, and increase the monitoring frequency to once a week.
9
2. Whether to touch the cooperation suspension line agreed in this Agreement. When the refund rate of financial leasing loan of the project reaches [REDACTED]%, the acceptance of new business shall be suspended. In case of touching the cooperation suspension line, Party A shall issue a risk alert, make an appointment with Party B, suspend relevant new business and deal with the aftermath according to the cooperation agreement. If the refund rate of financial leasing loan drops to below [REDACTED]% after the suspension of business, Party A, Party B and Party C may re-open business cooperation after assessing the overall risk of the project.
Chapter XI Loan Collection
Article LIX. Party A shall entrust Party C to collect the loan, and Party C shall formulate different collection strategies and implementation rules according to the overdue days of the loan. Collection methods include but are not limited to collection via SMS, collection via telephone, door-to-door home visit, mandatory vehicle recovery and vehicle disposal and realization. Party C shall urge retail customers to repay the loan in time, and keep abreast of the changes in the economic capability, repayment willingness and credit status of retail customers in time.
Article LX. Party C shall provide Party A with the overdue collection report under this consumer loan on a quarterly basis, and feedback the collection effect (such as overdue rate and roll rate) and introduction to the collection, and Party A shall evaluate it.
Chapter XII Settlement of Expenses
Article LXI. Party A shall collect interest, penalty interest and relevant fees for each consumer loan according to the provisions of the loan contract.
Article LXII. As Party C provides Party A with financial consulting management services, Party A shall pay Party C the cooperation management remuneration. Once the principal of this consumer loan is issued in accordance with the loan contract, Party C shall have the right to obtain cooperation management remuneration under this clause. Party C shall issue relevant special VAT invoices to Party A. (See Appendix 7 for specific payment methods and procedures)
Article LXIII. Party A shall pay Party C the cooperation management remuneration according to the following charging standard formula: cooperation management remuneration = total interest actually deducted in the previous month at the interest rate in the loan contract - total interest calculated in the previous month at the annualized interest rate of [REDACTED]%.
Chapter XIII Cooperation Commitment
Article LXIV. Party A, Party B and Party C are equal subjects of civil rights and obligations, and the three parties shall jointly manage each loan. If the other two parties suffer direct losses due to the fault of one party, the losing party shall have the right to claim compensation from the defaulting party who shall bear a certain proportion of liability for damages according to the degree of fault.
Article LXV. Party B and Party C shall timely, accurately and completely transmit to Party A the relevant information and data under the project, including but not limited to the loan application materials and repayment information, as well as handle other loan-related matters as instructed by Party A.
10
Article LXVI. During the term of performance of this Agreement, Party B and Party C shall manage the underlying credit assets under this project in accordance with their generally applicable credit management procedures and the terms and requirements of applicable laws, and cooperate with Party A in reviewing and auditing the credit assets granted by Party A.
Article LXVII. For each personal consumer loan, the cooperative relationship between Party A, Party B and Party C shall take effect from the time of granting each loan to the time when the loan is settled. Unless agreed by the three parties in writing, such cooperative relationship shall not be terminated in advance. If the loan has not been settled upon expiration of the term of this Agreement, the cooperative relationship under this loan shall be terminated upon settlement of loan.
Article LXVIII. Party A, Party B and Party C agree that the information and data related to the approval, granting, repayment and risk control of this personal consumer loan shall be timely delivered to the other party through the electronic data interchange system jointly established by the three parties. The three parties shall jointly formulate the format of application data list, sending and receiving methods and data review rules and methods required by retail customers under this project. After the three parties reach an agreement on the format of application data list, sending and receiving methods and data review rules and methods, any party shall not amend at will without the written consent of three parties.
Article LXIX. Party A, Party B and Party C shall ensure that the information is released in the form of communication and negotiation in advance.
Article LXX. Party A, Party B and Party C shall be obligated to keep confidential the business secrets and customer information of any party during the business cooperation, except for the cooperation required by laws, regulations and competent authorities.
Article LXXI. The three parties shall separately reach an agreement on and implement the handling mechanism in case of system abnormality or inconsistency of data between the two parties.
Article LXXII. Party A, Party B and Party C shall discuss the control scope, transmission mode and use scope of information security together during the information sharing process, and shall not provide corresponding shared information to the fourth party.
Chapter XIV Liability for Breach of Contract
Article LXXIII. After this Agreement takes effect, in case of the following circumstances to any party, the other two parties shall have the right to identify its breach and require it to bear the compensation liability arising from its breach:
1. In case of non-performance or non-full performance or violation of the obligations agreed upon in this Agreement, it shall bear corresponding liability for breach of contract and compensate for the losses caused to the other party;
11
Article LXXIV. After this Agreement takes effect, if any of the following circumstances occurs to any party, both parties may negotiate whether to change or terminate this Contract:
1. Any other material adverse changes occur due to its own status, which has affected or may affect its ability to perform various obligations under this Agreement;
2. Closing of business;
3. Being dissolved, suspended for rectification, revoked of business license or cancelled.
Article LXXV. If the enactment or change of any law or regulation or any change in the interpretation or application thereof has shown or will show that the performance by any party of its obligations under this Agreement is unlawful so that this Agreement may not be performed, Party A, Party B and Party C shall communicate in a timely manner, adjust the cooperation model, and the three parties shall not bear any liability for breach of contract.
Chapter XV Dispute Resolution
Article LXXVI. If any dispute arising from the performance of this Agreement cannot be settled through negotiation, such dispute shall be submitted to the Peoples Court of Shanghai Pudong New District for litigation.
Chapter XVI Information Exchange
Article LXXVII. Any notice, request or other communication given or made under this Agreement shall be delivered in the written form (including registered mail, courier, fax, electronic data interchange system, e-mail). For any notice delivered by registered mail or courier, the delivery date shall be the date of receipt by the recipient; by fax, the delivery date shall be the date when the sender send a complete fax report; by electronic data interchange system, the time of entry of electronic data into the system shall be deemed as the arrival time; by e-mail, the delivery date shall be the date on which the recipient receives it.
Article LXXVIII. The communication information of the three parties shall be separately agreed upon. If it is necessary to change the relevant communication information, the changing party shall notify the other two parties in writing 15 workdays in advance. Otherwise, the other two parties shall have the right to continue to notify the other party according to the original contact person and contact information, and the changing party shall be liable for all consequences caused thereby.
12
Article LXXIX. The respective contacts of the parties are confirmed as follows:
Partnerships |
Name |
Address: |
Tel. |
Mobile |
|
|||||
Party A |
Du Haiyan |
2/F, Bank of Shanghai, No. 369 Fuxing Middle Road |
[REDACTED] | [REDACTED] | [REDACTED] | |||||
Cao Sanmei |
2/F, Bank of Shanghai, No. 369 Fuxing Middle Road |
[REDACTED] | [REDACTED] | [REDACTED] | ||||||
He Wei |
2/F, Bank of Shanghai, No. 369 Fuxing Middle Road |
[REDACTED] | [REDACTED] | [REDACTED] | ||||||
Party B |
Song Zhipeng |
16/F, Building 2, Youyou Century Square, No. 428 Yanggao South Road |
[REDACTED] | [REDACTED] | [REDACTED] | |||||
Ni Cheng |
19/F, Building 2, Youyou Century Square, No. 428 Yanggao South Road |
[REDACTED] | [REDACTED] | [REDACTED] | ||||||
Party C |
Yan Min |
16/F, Building 2, Youyou Century Square, No. 428 Yanggao South Road |
[REDACTED] | [REDACTED] | [REDACTED] |
The application scope of the aforesaid address for service includes the non-litigation stage and the first instance, second instance, retrial and execution procedure after the dispute enters the litigation procedure.
Chapter XVII Effectiveness, Alteration, Rescission and Termination
Article LXXX. This Agreement shall come into effect after being signed by the legal representatives (responsible persons) or authorized representatives of the three parties and affixed with the Companys seals.
Article LXXXI. In case of any discrepancy between this Agreement and any prior agreements signed by the three parties with respect to the business cooperation, this Agreement shall prevail.
Article LXXXII. The term of cooperation under this Agreement shall be from on [ ], 2018 to December 31, 2019. If any party fails to raise any objection to the other two parties within 90 days prior to the expiration of the term of cooperation, the term of cooperation under this Agreement shall be automatically extended by 3 years. Upon the expiration of the extended term of cooperation, the automatic renewal rules shall still be implemented in accordance with the above-mentioned provisions, with no limit on the number of times.
Article LXXXIII. During the term of this Agreement, the three parties shall have the right to terminate this Agreement in written notice to the other two parties (90) days in advance. This Agreement is terminated with the written consent of the three parties, provided that the termination of this Agreement shall not relieve any party of its obligations and liabilities to the other two parties under this Agreement.
13
Article LXXXIV. If the effectiveness or legality of the cooperation is involved due to changes in laws and regulations or policies of government regulatory authorities, the three parties have the right to terminate the cooperation and this Agreement immediately.
Chapter XVIII Supplementary Provisions
Article LXXXV. This Agreement shall be written in Chinese in [six] copies, with each party holding [two] copies and each copy having the same legal effect.
Article LXXXVI. The appendixes under this Agreement shall be an integral part and have the same legal effect. The contents in the appendixes can be adjusted according to the subsequent business operation (see Appendix 8 for details).
Article LXXXVII. After this Agreement comes into effect, the Cooperation Agreement on Personal Consumer Loan between Bank of Shanghai and Shanghai Chejia (contract No.: ) signed by Party A, Party B and Party C in April 2018 shall be annulled at the same time, and the business during the period shall not become invalid.
(No text below)
14
(Signature page below without text)
15
Exhibit 8.1
LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITY OF
CANGO INC.
Subsidiaries |
Jurisdiction of Incorporation |
|
Cango Group Limited Express Group Development Limited 捷联发展有限公司 |
Hong Kong Hong Kong |
|
Can Gu Long (Shanghai) Information Technology Consultation Service Co., Ltd.* 灿谷隆(上海)信息科技咨询服务有限公司 |
PRC | |
Consolidated Variable Interest Entity (VIE) |
Jurisdiction of Incorporation |
|
Shanghai Cango Investment and Management Consulting Service Co., Ltd.* 上海灿谷投资管理咨询服务有限公司 |
PRC | |
Subsidiaries of the Consolidated VIE |
Jurisdiction of Incorporation |
|
Cango Financing Guarantee Co., Ltd.* 灿谷融资担保有限公司 |
PRC | |
Beijing Cango Automotive Consulting Service Co., Ltd.* 北京灿谷汽车咨询服务有限公司 |
PRC | |
Guangzhou Cango Automotive Information Consultation Service Co., Ltd.* 广州灿谷汽车信息咨询服务有限公司 |
PRC | |
Shanghai Wangjin Financial Information Service Co., Ltd.* 上海网金金融信息服务有限公司 |
PRC | |
Shanghai Cango Electronic Technology Co., Ltd.* 上海灿谷电子科技有限公司 |
PRC | |
Shanghai Cango Automobile Sales Service Co., Ltd.* 上海灿谷汽车销售服务有限公司 |
PRC | |
Shanghai Wangtian Investment Co., Ltd.* 上海网天投资有限公司 |
PRC | |
Shenyang Cango Automotive Information Consultation Co., Ltd.* 沈阳灿谷汽车信息咨询有限公司 |
PRC | |
Jiangsu Tongyuan Automotive Consulting Service Co., Ltd.* 江苏通元汽车咨询服务有限公司 |
PRC | |
Nanjing Canyuan Automotive Service Co., Ltd.* 南京灿元汽车服务有限公司 |
PRC | |
Hubei Huaitai Automotive Consulting Service Co., Ltd.*湖北省怀泰汽车咨询服务有限公司 |
PRC | |
Chengdu Cango Automotive Service Co., Ltd.* 成都灿谷汽车服务有限公司 |
PRC | |
Xian Cango Automotive Consulting Service Co., Ltd.* 西安灿谷汽车咨询服务有限公司 |
PRC | |
Shanxi Huirui Automotive Consulting Service Co., Ltd.* 山西汇瑞汽车咨询服务有限公司 |
PRC | |
Henan Cango Automotive Service Co., Ltd.* 河南灿谷汽车服务有限公司 |
PRC | |
Shandong Huaitong Automotive Consulting Service Co., Ltd.* 山东怀通汽车咨询服务有限公司 |
PRC | |
Hefei Cango Automotive Service Co., Ltd.* 合肥灿谷汽车服务有限公司 |
PRC | |
Fujian Changhui Automotive Service Co., Ltd.* 福建昌汇汽车服务有限公司 |
PRC | |
Changsha Cango Automotive Service Co., Ltd.* 长沙灿谷汽车服务有限公司 |
PRC | |
Guangxi Canyuan Automotive Consulting Service Co., Ltd.* 广西灿源汽车咨询服务有限公司 |
PRC | |
Guangxi Nanning Cango Automotive Consulting Service Co., Ltd.* 广西南宁灿谷汽车咨询服务有限公司 |
PRC | |
Jiangxi Cango Automotive Consulting Service Co., Ltd.* 江西灿谷汽车咨询服务有限公司 |
PRC | |
Guizhou Cango Automotive Service Co., Ltd.* 贵州灿谷汽车服务有限公司 |
PRC | |
Kunming Cango Automotive Information Consultation Service Co., Ltd.* 昆明灿谷汽车信息咨询服务有限公司 |
PRC | |
Shanghai Autohome Financing Lease Co., Ltd.*上海有车有家融资租赁有限公司 |
PRC | |
Jilin Cango Automotive Information Consulting Service Co., Ltd.* 吉林灿谷汽车信息咨询有限公司 |
PRC | |
Nei Mongol Cango Automotive Service Co., Ltd.* 内蒙古灿谷汽车服务有限公司 |
PRC | |
Gansu Cango Automotive Information Consulting Co., Ltd.* 甘肃灿谷汽车信息咨询有限公司 |
PRC | |
Nantong Cango Automotive Information Consulting Service Co., Ltd.*南通灿谷汽车信息咨询服务有限公司 |
PRC | |
Changzhou Autohome Automotive Leasing Service Co., Ltd.*常州有车有家汽车租赁服务有限公司 |
PRC | |
Shanghai Autohome Financing Lease Co., Ltd. Fuzhou Branch*上海有车有家融资租赁有限公司福州分公司 |
PRC |
Subsidiaries |
Jurisdiction of Incorporation |
|
Shanghai Autohome Financing Lease Co., Ltd. Dongguan Branch*上海有车有家融资租赁有限公司东莞分公司 |
PRC | |
Shanghai Autohome Financing Lease Co., Ltd. Foshan Branch*上海有车有家融资租赁有限公司佛山分公司 |
PRC | |
Shanghai Autohome Financing Lease Co., Ltd. Hangzhou Branch*上海有车有家融资租赁有限公司杭州分公司 |
PRC | |
Wuxi Autohome Automotive Leasing Service Co., Ltd.* 无锡有车有家汽车租赁服务有限公司 |
PRC | |
Guangzhou Autohome Automotive Leasing Service Co., Ltd.* 广州好车好家汽车租赁服务有限公司 |
PRC | |
Suzhou Autohome Automotive Leasing Service Co., Ltd.* 苏州有车有家汽车租赁服务有限公司 |
PRC | |
Guiyang Autohome Automotive Leasing Service Co., Ltd.* 贵阳有车有家汽车租赁服务有限公司 |
PRC | |
Changsha Autohome Automotive Leasing Service Co., Ltd.* 长沙有车有家汽车租赁服务有限公司 |
PRC | |
Chengdu Autohome Automotive Leasing Service Co., Ltd.* 成都有车有家汽车租赁服务有限公司 |
PRC | |
Huizhou Autohome Automotive Leasing Service Co., Ltd.* 惠州好车好家汽车租赁服务有限公司 |
PRC | |
Xian Autohome Automotive Leasing Service Co., Ltd.* 西安好车好家汽车租赁服务有限公司 |
PRC | |
Wenzhou Autohome Automotive Leasing Service Co., Ltd.* 温州有车有家汽车租赁服务有限公司 |
PRC | |
Zhongshan Autohome Automotive Leasing Service Co., Ltd.* 中山好车好家汽车租赁服务有限公司 |
PRC | |
HenanAutohome Automotive Leasing Service Co., Ltd.* 河南有车有家汽车租赁服务有限公司 |
PRC | |
Weifang Autohome Automotive Leasing Service Co., Ltd.* 潍坊有车有家汽车租赁服务有限公司 |
PRC | |
Tiangjin Autohome Automotive Leasing Service Co., Ltd.* 天津有车有家汽车租赁服务有限公司 |
PRC | |
Shenzhen Autohome Automotive Leasing Service Co., Ltd.* 深圳好车好家汽车租赁服务有限公司 |
PRC | |
Shaoxing Autohome Automotive Leasing Service Co., Ltd.* 绍兴有车有家汽车租赁服务有限公司 |
PRC | |
Qingdao Autohome Automotive Leasing Service Co., Ltd.* 青岛有车有家汽车租赁服务有限公司 |
PRC | |
Ningbo Autohome Automotive Leasing Service Co., Ltd.* 宁波有车有家汽车租赁服务有限公司 |
PRC | |
Jinhua Autohome Automotive Leasing Service Co., Ltd.* 金华有车有家汽车租赁服务有限公司 |
PRC | |
Jiaxing Autohome Automotive Leasing Service Co., Ltd.* 嘉兴有车有家汽车租赁服务有限公司 |
PRC | |
Nantong Autohome Automotive Leasing Service Co., Ltd.* 南通有车有家汽车租赁服务有限公司 |
PRC | |
Nanjing Autohome Automotive Leasing Service Co., Ltd.* 南京好车好家汽车租赁服务有限公司 |
PRC | |
Kunming Autohome Automotive Leasing Service Co., Ltd.* 昆明有车有家汽车租赁服务有限公司 |
PRC | |
Jinan Autohome Automotive Leasing Service Co., Ltd.* 济南有车有家汽车租赁服务有限公司 |
PRC | |
Hefei Autohome Automotive Leasing Service Co., Ltd.* 合肥有车有家汽车租赁服务有限公司 |
PRC | |
Wuhan Cango Automotive Leasing Service Co., Ltd.* 武汉灿谷汽车租赁服务有限公司 |
PRC | |
Chongqing Canyuan Automotive Leasing Service Co., Ltd.* 重庆灿元汽车租赁服务有限公司 |
PRC | |
Qinghai Cango Automobile Sales Service Co., Ltd.* 青海灿谷汽车销售服务有限公司 |
PRC | |
Dalian Autohome Automotive Leasing Service Co., Ltd.* 大连有车有家汽车租赁服务有限公司 |
PRC | |
Fushun Insurance Broker Co., Ltd. Hunan Branch* 福顺保险经纪有限公司湖南分公司 |
PRC | |
Fushun Insurance Broker Co., Ltd. Gansu Branch* 福顺保险经纪有限公司甘肃分公司 |
PRC | |
Fushun Insurance Broker Co., Ltd. Guangdong Branch* 福顺保险经纪有限公司广东分公司 |
PRC | |
Fushun Insurance Broker Co., Ltd. Jiangsu Branch* 福顺保险经纪有限公司江苏分公司 |
PRC | |
Fushun Insurance Broker Co., Ltd. Shaanxi Branch* 福顺保险经纪有限公司陕西分公司 |
PRC | |
Fushun Insurance Broker Co., Ltd. Henan Branch* 福顺保险经纪有限公司河南分公司 |
PRC |
* |
The English name of this subsidiary, consolidated VIE or subsidiary of consolidated VIE, as applicable, has been translated from its Chinese name. |
2
Exhibit 12.1
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jiayuan Lin, certify that:
1. |
I have reviewed this annual report on Form 20-F of Cango Inc. (the Company); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. |
The Companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. |
The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: April 27, 2021
By: |
/s/ Jiayuan Lin |
|
Name: | Jiayuan Lin | |
Title: | Director and Chief Executive Officer |
Exhibit 12.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Yongyi Zhang, certify that:
1. |
I have reviewed this annual report on Form 20-F of Cango Inc. (the Company); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. |
The Companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. |
The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: April 27, 2021
By: |
/s/ Yongyi Zhang |
|
Name: | Yongyi Zhang | |
Title: | Director and Chief Financial Officer |
Exhibit 13.1
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Cango Inc. (the Company) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jiayuan Lin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 27, 2021
By: |
/s/ Jiayuan Lin |
|
Name: | Jiayuan Lin | |
Title: | Director and Chief Executive Officer |
Exhibit 13.2
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Cango Inc. (the Company) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Yongyi Zhang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 27, 2021
By: |
/s/ Yongyi Zhang |
|
Name: | Yongyi Zhang | |
Title: | Director and Chief Financial Officer |
Exhibit 15.1
FANGDA PARTNERS
香港 Hong Kong·上海 Shanghai·北京 Beijing·深圳 Shenzhen 广州 Guangzhou
http://www.fangdalaw.com
中国北京市朝阳区光华路一号 北京嘉里中心北楼27层 邮政编码:100020 |
电子邮件 E-mail: email@fangdalaw.com 电 话 Tel.: 86-10-5769-5600 传 真 Fax: 86-10-5769-5799 |
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27/F, North Tower, Beijing Kerry Centre 1 Guanghua Road, Chaoyang District Beijing 100020, PRC |
Cango Inc.
10A, Building 3, Youyou Century Plaza
428 South Yanggao Road, Pudong New Area
Shanghai 200127
Peoples Republic of China
April 27, 2021
Dear Sirs,
We consent to the references to our firm under Item 3. Key InformationD. Risk FactorsRisks Relating to Our Corporate StructureIf the PRC government deems that the contractual arrangements in relation to our consolidated VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations and Item 4. Information on the CompanyC. Organizational StructureContractual Arrangements among Can Gu Long, Shanghai Cango and Its Shareholders, in Cango Inc.s Annual Report on Form 20-F for the year ended December 31, 2020 (the Annual Report), which is filed with the Securities and Exchange Commission (the SEC) on the date hereof. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully,
/s/ Fangda Partners
Exhibit 15.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-238454) pertaining to the Share Incentive Plan 2018 of Cango Inc. of our report dated April 27, 2021, with respect to the consolidated financial statements of Cango Inc. included in this Annual Report (Form 20-F) for the year ended December 31, 2020.
/s/ Ernst & Young Hua Ming LLP
Shanghai, The Peoples Republic of China
April 27, 2021