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慧择保险上市IPO招股书(英文)-2019.9.4-318页
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慧择保险上市IPO招股书(英文)-2019.9.4-318页
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F-1 1 d694712df1.htm FORM F-1
Table of Contents
As filed with the Securities and Exchange Commission on September 4, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Huize Holding Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands 6411 Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
5/F, Building 3-4,
Shenzhen Animation Park, Yuehai Road, Nanhai Avenue,
Nanshan District, Shenzhen 518052
People’s Republic of China
+86 755 3689 9088
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Jing An Kerry Centre, Tower II
1539 Nanjing West Road
Shanghai 200040, China
+86 021 6193 8200
David Zhang, Esq.
Steve Lin, Esq.
Amanda Mi Tang, Esq.
Kirkland & Ellis International LLP
c/o 26/F, Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3761-3300
Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Proposed
maximum
aggregate
offering price(2)(3)
Amount of
registration fee
Common shares, par value US$0.00001 per share(1) US$150,000,000 US$18,180.00
(1) American depositary shares issuable upon deposit of common shares registered hereby will be registered under a separate registration statement on Form F-6
(Registration No. 333- ). Each American depositary share represents common shares.
(2) Includes common shares that are issuable upon the exercise of the underwriters’ over-allotment option. Also includes common shares initially offered and sold
outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the
effective date of this registration statement and the date the shares are first bona fide offered to the public. These common shares are not being registered for the
purpose of sales outside the United States.
(3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Table of Contents
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state
where the offer or sale is not permitted.
PROSPECTUS (Subject to Completion)
Issued
, 2019.
American Depositary Shares
Huize Holding Limited
Representing
Common Shares
This is an initial public o
ff
ering of American depositary shares, or ADSs, by Huize Holding Limited. Each ADS
represents of our common shares, par value US$0.00001 per share. We anticipate the initial public o
ff
ering price will
be between US$ and US$ per ADS.
Prior to this o
ff
ering, there has been no public market for the ADSs or our common shares. We intend to apply for the listing of
the ADSs on [the New York Stock Exchange/Nasdaq Global Market] under the symbol
“
HUIZ.
”
We are an
“
emerging growth company
”
under applicable U.S. federal securities laws and are eligible for reduced public
company reporting requirements.
Investing in the ADSs involves risks. See “Risk Factors” beginning on page 16.
PRICE US$
PER ADS
Initial Public
O
ff
ering
Price
Underwriting
Discounts and
Commissions(1)
Proceeds to
Us
Per ADS US$
US$
US$
Total US$
US$
US$
(1)
For a description of compensation payable to the underwriters, see “Underwriting.”
Huize Holding Limited has granted the underwriters an over-allotment option to purchase up to an additional
ADSs from us at the initial public
offering price, less the underwriting discounts and commissions, within 30 days from the date of prospectus.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York to purchasers on or about
, 2019.
MORGAN STANLEY CITIGROUP CICC
TIGER BROKERS
Prospectus dated
, 2019.
Table of Contents
Table of Contents
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and
seeking offers to buy the ADSs, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only
as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs.
Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit the
possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come
into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering
of the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.
Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
i
Prospectus Summary 1
The Offering 9
Summary Consolidated Financial and Operating Data 11
Risk Factors 16
Special Note Regarding Forward-Looking Statements 62
Use of Proceeds 64
Dividend Policy 65
Capitalization 66
Dilution 68
Enforceability of Civil Liabilities 70
Corporate History and Structure 72
Selected Consolidated Financial and Operating Data 76
Management’s Discussion and Analysis of Financial Condition
and Results of Operations 81
Industry 108
Business 116
Regulation 142
Management 159
Principal Shareholders 167
Related Party Transactions 169
Description of Share Capital 170
Description of American Depositary Shares 180
Shares Eligible for Future Sale 191
Taxation 193
Underwriting 200
Expenses Related to this Offering 211
Legal Matters 212
Experts 213
Where You Can Find Additional Information 214
Index to Consolidated Financial Statements F-1
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