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蛋壳公寓IPO招股书（英文）-201910.pdf
Table of Contents
As filed with the Securities and Exchange Commission on October 28, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
THE SECURITIES ACT OF 1933
UNDER
Phoenix Tree Holdings Limited
(Exact name of Registrant as specified in its charter)
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization)
Not Applicable
(I.R.S. Employer
Identification Number)
7370
(Primary Standard Industrial
Classification Code Number)
Room 212, Chao Yang Shou Fu
8 Chao Yang Men Nei Street
People's Republic of China
Dongcheng District, Beijing 100010
+86-10-5717-6925
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, NY10016, United States
+1-212-947-7200
(Name, address, including zip code, and telephone number, including area code of agent for service)
Copies to:
Chris K.H. Lin, Esq.
Daniel Fertig, Esq.
Simpson Thacher &
35th Floor, ICBC Tower
Central, Hong Kong
Bartlett LLP
3 Garden Road
+852-2514-7600
Benjamin Su, Esq.
Daying Zhang, Esq.
Latham & Watkins LLP
18th Floor, One Exchange
Square
8 Connaught Place
Central, Hong Kong
+852-2912-2500
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. o
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. o
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. o
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. o
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 ý
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. o
† 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(1)
Proposed Maximum
Aggregate Offering
Price(2)(3)
Amount of
Registration Fee
F
-
1
1
a
2
2
3
9
8
3
4
z
f
-
1
.
h
t
m
F
-
1
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h
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w
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h
e
d
o
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u
m
e
n
t
T
A
B
L
E
O
F
C
O
N
T
E
N
T
S
P
H
O
E
N
I
X
T
R
E
E
H
O
L
D
I
N
G
S
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I
M
I
T
E
D
I
N
D
E
X
T
O
T
H
E
C
O
N
S
O
L
I
D
A
T
E
D
F
I
N
A
N
C
I
A
L
S
T
A
T
E
M
E
N
T
S
Class A ordinary shares, par value US$0.00002 per share
US$100,000,000
US$12,980.00
(1)
(2)
(3)
American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration
No. 333- ). Each ADS represents Class A ordinary shares.
Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) all Class A ordinary shares represented by ADSs
initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this
registration statement and the date the securities are first bona fide offered to the public.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
Table of Contents
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States
Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
Subject to Completion. Dated , 2019.
American Depositary Shares
Phoenix Tree Holdings Limited
Representing Class A Ordinary Shares
This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Phoenix Tree Holdings Limited.
We are offering ADSs. Each ADS represents Class A ordinary shares, US$0.00002 par value per share. We anticipate the initial public offering price per ADS will be
between US$ and US$ .
Prior to this offering, there has been no public market for the ADSs or our shares. We will apply to list the ADSs on the New York stock Exchange, or the NYSE, under the symbol
"DNK."
We are an "emerging growth company" under applicable United States federal securities laws and are eligible for reduced public company reporting requirements.
See "Risk Factors" on page 22 to read about factors you should consider before buying the ADSs.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Initial public offering price
Underwriting discounts and commissions(1)
Proceeds, before expenses, to us
Per ADS
US$
US$
US$
Total
US$
US$
US$
For additional information on underwriting compensation, see "Underwriting."
(1)
To the extent that the underwriters sell more than ADSs in this offering, the underwriters have a 30-day option to purchase up to an aggregate of additional ADSs from us at
the initial public offering price less the underwriting discounts and commissions.
Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B
ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty (20)
votes and 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.
Upon the completion of this offering, we will be a "controlled company" as defined under the NYSE Listed Company Manual because Jing Gao, our co-founder, director and chief executive
officer, will beneficially own all of our Class B ordinary shares representing % of the voting power of our total issued and outstanding shares immediately after the completion of this
offering, assuming the underwriters do not exercise their option to purchase additional ADSs.
The underwriters expect to deliver the ADSs against payment in New York, New York on , 2019.
Citigroup
Credit Suisse
(in alphabetical order)
J.P. Morgan
Prospectus dated , 2019
Table of Contents
Table of Contents
Table of Contents
TABLE OF CONTENTS
Prospectus Summary
The Offering
Summary Consolidated Financial and Operating Data
Risk Factors
Special Note Regarding Forward Looking Statements and Industry Data
Use of Proceeds
Dividend Policy
Capitalization
Dilution
Enforcement of Civil Liabilities
Our History and Corporate Structure
Selected Consolidated Financial and Operating Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Industry Overview
Business
Regulations
Management
Principal Shareholders
Related Party Transactions
Description of Share Capital
Description of American Depositary Shares
Shares Eligible for Future Sale
Taxation
Underwriting
Expenses Related to This Offering
Legal Matters
Experts
Where You Can Find More Information
Index to Consolidated Financial Statements
1
14
17
22
68
70
71
72
74
76
78
81
86
111
116
143
154
166
170
171
184
196
198
206
217
218
219
220
F-1
No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we may
authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy,
only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date,
regardless of the time of delivery of this prospectus or any sale of the ADSs.
Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any filed free writing prospectus in any
jurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing
prospectus filed with the United States Securities and Exchange Commission, or SEC, must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the
distribution of this prospectus or any filed free writing prospectus outside of 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
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should
consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision. This
prospectus contains information from an industry report commissioned by us and prepared by iResearch Global Inc., or iResearch, an independent industry research firm, to provide
information regarding our industry and our market position in China. We refer to this report, which was dated August 28, 2019, as the iResearch Report.
Our Mission
Our mission is to help people live better.
Our Business
We are redefining the residential rental market through technology. We started Danke in 2015 to provide young people with comfortable yet affordable homes. Today, we are one of
the largest co-living platforms in China with the fastest growth, according to iResearch. We established operations in 13 cities in China as of September 30, 2019 and have become a
major player in each of the 10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 as of December 31, 2015 to 406,746 as
of September 30, 2019, a 166-fold increase over less than four years.
Number of apartment units of Danke Apartment (in thousands)
(1)
Increase over the three years and nine months from December 31, 2015 to September 30, 2019.
CAGR over the three years from December 31, 2015 to December 31, 2018.
(2)
China's residential rental market is expected to nearly double its size from 2018 to reach RMB3.0 trillion in 2023. We see an enormous opportunity within this addressable market,
one of the last conventional markets to be touched by technology. China's residential rental market is highly
1
Table of Contents
fragmented and inefficient, and one in which both individual property owners and renters suffer from numerous pain points. We provide solutions to both property owners and renters
through our innovative "new rental" business model, which is defined by the following features:
•
•
•
Centralization. We centrally operate the apartments sourced from property owners and rent them out to our residents.
Standardization. We standardize the design, renovation and furnishing of our apartment units, and provide high-quality, reliable one-stop services.
Online. Our entire business process is empowered by technology to enable seamless online experience for both property owners and residents. We have had no physical
storefront since inception.
(1)
According to a survey conducted by iResearch of China's leading co-living platforms, including us and our peers.
2
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