Dingdong (Cayman) Ltd F-1/A, filed Jun 23, 2021
Dingdong (Cayman) Ltd (DDL)
As filed with the Securities and Exchange Commission on June 23, 2021
Registration No. 333-256907
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Dingdong (Cayman) Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Cayman Islands | 5961 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Building 6, 500 Shengxia Road,
Shanghai, 200125
People’s Republic of China
+86 21-6858-5011
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Steve Lin, Esq. Kirkland & Ellis International LLP 29th Floor, China World Office 2 No. 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China +86 10-5737-9315 |
David T. Zhang, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3761-3318 |
Shuang Zhao, Esq. Cleary Gottlieb Steen & Hamilton LLP c/o 37th Floor, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong +852 2521-4122 |
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, 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 |
Amounts to be registered |
Proposed maximum offering price per share(2)(3) |
Proposed Maximum |
Amount of | ||||
| Class A ordinary shares, par value US$0.000002 per share(1)(2) |
24,150,000 | US$17.00 | US$410,550,000 | US$44,792 | ||||
|
| ||||||||
|
| ||||||||
| (1) | American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-257291). Each two American depositary shares represents three Class A ordinary shares. |
| (2) | Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional ADSs. Also includes Class A ordinary 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 Class A ordinary shares are not being registered for the purpose of sales outside the United States. |
| (3) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. |
| (4) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 is being filed solely for the purpose of filing an exhibit to this registration statement on Form F-1, or the Registration Statement, to update the filing status of such exhibit in Part II of the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page, filing status of such exhibit, and exhibit index of the Registration Statement. This Amendment No. 2 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 1 to the Registration Statement, filed on June 22, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering memorandum and articles of association that we expect to adopt to become effective immediately prior to the completion of this offering provide for indemnification of our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.2 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification by the underwriters of us and our officers and directors for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this registration statement and certain other disclosure documents.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
| Item 7. | RECENT SALES OF UNREGISTERED SECURITIES. |
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
| Securities/Purchaser |
Date of Sale or |
Number of Securities | Consideration | |||||||
| Ordinary Shares |
||||||||||
| Sertus Nominees (Cayman) Limited |
October 15, 2018 | 1 | US$0.0001 | |||||||
| BigRain Holding Limited |
November 8, 2018 | 999,999 | US$99.9999 | |||||||
| BigRain Holding Limited |
January 1, 2019 | 136,565 | US$13.66 | |||||||
II-1
| Securities/Purchaser |
Date of Sale or |
Number of Securities | Consideration | |||||||
| BigRain Holding Limited |
April 3, 2020 | 90,876 | US$9.00 | |||||||
| DDMaicai Holding Limited |
March 22, 2021 | 48,354 | US$4.84 | |||||||
| EatBetter Holding Limited |
March 29, 2021 | 455,659 | US$45.5659 | |||||||
| EatBetter Holding Limited |
May 26, 2021 | 347,969 | US$34.7969 | |||||||
| Series Angel Preferred Shares |
||||||||||
| YX Venture Holdings Limited |
January 1, 2019 | 118,202 | |
US$ equivalent of RMB10,267,123 |
| |||||
| EatTogether Holding Limited |
May 7, 2019 | 19,503 | US$2.00 | |||||||
| Series Angel+ Preferred Shares |
||||||||||
| EatTogether Holding Limited |
April 3, 2020 | 9,311 | US$1.00 | |||||||
| Series Pre-A Preferred Shares |
||||||||||
| Gaorong Fresh Home Limited |
March 22, 2021 | 179,701 | |
US$ equivalent of RMB45,000,000 |
| |||||
| Series A Preferred Shares |
||||||||||
| Hong Kong Red Star Macalline Universal Home Furnishings Limited |
May 30, 2019 | 252,269 | |
US$ equivalent of RMB68,500,000 |
| |||||
| Shanghai Jing Zhe Xin Xi Ji Shu Company Limited |
August 28, 2020 | 28,091 | |
US$ equivalent of RMB7,627,830.14 |
| |||||
| Shanghai Tong Yun Xin Xi Ji Shu Company Limited |
August 28, 2020 | 28,090 | |
US$ equivalent of RMB7,627,558.6 |
| |||||
| Abundant Star International Limited |
March 22, 2021 | 5,524 | US$5.524 | |||||||
| Shanghai Tong Yun Xin Xi Ji Shu Company Limited |
March 22, 2021 | 63,979 | |
US$ equivalent of RMB17,372,857.7 |
| |||||
| Shanghai Jing Zhe Xin Xi Ji Shu Company Limited |
March 22, 2021 | 63,978 | |
US$ equivalent of RMB17,372,586.1 |
| |||||
| Series A+ Preferred Shares |
||||||||||
| Gaorong Fresh Home Limited |
March 22, 2021 | 21,204 | |
US$ equivalent of RMB12,101,950 |
| |||||
| Series B Preferred Shares |
||||||||||
| Internet Fund V Pte. Ltd. |
November 13, 2018 | 339,260 | US$40,000,000 | |||||||
| Gaorong Growth Consulting Limited |
November 13, 2018 | 3,554 | US$419,072 | |||||||
| Gaorong Fresh Home Limited |
March 22, 2021 |
3,554 | US$419,072 | |||||||
| Hupo Harmony Capital Management Ltd. |
November 13, 2018 | 46,648 | US$5,500,000 | |||||||
| Series B2 Preferred Shares |
||||||||||
| SCC Growth V Holdco P, Ltd. |
January 1, 2019 | 221,456 | US$30,000,000 | |||||||
| Series B3 Preferred Shares |
||||||||||
| CTG Evergreen Investment C Limited |
May 7, 2019 | 178,266 | US$35,000,000 | |||||||
| CMC Dynamite Holding Limited |
May 7, 2019 | 178,266 | US$35,000,000 | |||||||
| Ocean De Don HK Limited |
May 7, 2019 | 101,866 | US$20,000,000 | |||||||
| Skycus China Fund, L.P. |
May 7, 2019 | 101,866 | US$20,000,000 | |||||||
II-2
| Securities/Purchaser |
Date of Sale or |
Number of Securities | Consideration | |||||||
| Series B4 Preferred Shares |
||||||||||
| Qiming Venture Partners Vi, L.P. And Qiming Managing Directors Fund VI, L.P. |
June 17, 2019 | 46,598 | US$10,000,000 | |||||||
| CMC Dynamite Holdings III Limited |
June 17, 2019 | 46,598 | US$10,000,000 | |||||||
| Everbay Investment Limited |
June 17, 2019 | 46,598 | US$10,000,000 | |||||||
| Cookico (BVI) Limited |
March 22, 2021 | 139,795 | US$30,000,000 | |||||||
| Series B4-1 Preferred Shares |
||||||||||
| EatTogether Holding Limited. |
April 3, 2020 | 145,392 | US$28,658,217 | |||||||
| Series C1 Preferred Shares |
||||||||||
| Cookico (BVI) Limited |
April 3, 2020 | 81,266 | |
conversion of convertible promissory notes |
| |||||
| Qiming Venture Partners VI, L.P. |
April 3, 2020 | 26,379 | |
conversion of convertible promissory notes |
| |||||
| Qiming Managing Directors Fund VI, L.P. |
April 3, 2020 | 710 | |
conversion of convertible promissory notes |
| |||||
| LFC Investment Hong Kong Limited |
April 3, 2020 | 27,089 | |
conversion of convertible promissory notes |
| |||||
| BAI GmbH |
April 3, 2020 | 65,013 | |
conversion of convertible promissory notes |
| |||||
| General Atlantic Singapore DD Pte. Ltd. |
April 3, 2020 | 257,342 | US$100,000,000 | |||||||
| SCC Growth V Holdco P, Ltd. |
April 3, 2020 | 102,937 | US$40,000,000 | |||||||
| CTG Evergreen Investment C Limited |
April 3, 2020 | 147,971 | US$57,500,000 | |||||||
| CMC Dynamite Holdings IV Limited |
April 3, 2020 | 77,203 | US$30,000,000 | |||||||
| CMC Dynamite Holdings III Limited |
April 3, 2020 | 27,089 | |
conversion of convertible promissory notes |
| |||||
| Skycus China Fund, L.P. |
April 3, 2020 | 77,203 | US$30,000,000 | |||||||
| Internet Fund V Pte. Ltd |
April 3, 2020 | 20,587 | US$8,000,000 | |||||||
| Ocean II De Don HK Limited |
April 3, 2020 | 64,335 | US$25,000,000 | |||||||
| Hupo Capital Internet Fund L.P. |
April 3, 2020 | 25,734 | US$10,000,000 | |||||||
| United Strength Titan Limited |
April 3, 2020 | 25,734 | US$10,000,000 | |||||||
| Gaorong Fresh Home Limited |
March 22, 2021 | 57,902 | US$22,500,000 | |||||||
| Series D Preferred Shares |
||||||||||
| 3W Global Fund |
March 22, 2021 | 42,178 | US$30,000,000 | |||||||
| AMF-4 Holdings Limited |
March 22, 2021 | 42,178 | US$30,000,000 | |||||||
| CTG Evergreen Investment C Limited |
March 22, 2021 | 14,059 | US$10,000,000 | |||||||
| Mass Ave Global Basket Holdings, LP |
March 22, 2021 | 33,742 | US$24,000,000 | |||||||
| Ocean II De Don HK Limited |
March 22, 2021 | 14,059 | US$10,000,000 | |||||||
| Perennial VNF Inc |
March 22, 2021 | 1,406 | US$1,000,000 | |||||||
II-3
| Securities/Purchaser |
Date of Sale or |
Number of Securities | Consideration | |||||||
| Alpha Yasai Holdings Limited |
March 22, 2021 | 28,119 | US$20,000,000 | |||||||
| Internet Fund V Pte. Ltd. |
March 22, 2021 | 35,148 | US$25,000,000 | |||||||
| Coatue PE Asia 48 LLC |
March 22, 2021 | 210,890 | US$150,000,000 | |||||||
| Cygnus Equity Starlight Ltd. |
March 29, 2021 | 39,366 | US$28,000,000 | |||||||
| General Atlantic Singapore DD Pte. Ltd. |
March 29, 2021 | 35,148 | US$25,000,000 | |||||||
| GBA AM SPC |
March 29, 2021 | 14,059 | US$10,000,000 | |||||||
| PV Capital Investment V |
March 29, 2021 | 84,356 | US$60,000,000 | |||||||
| Glory Earth Limited |
March 29, 2021 | 28,119 | US$20,000,000 | |||||||
| DST Asia VIII |
March 29, 2021 | 175,741 | US$124,999,301.07 | |||||||
| DST Asia VI Investments-A |
March 29, 2021 | 28,118 | US$19,999,489.86 | |||||||
| DST Asia VI Investments-C |
March 29, 2021 | 42,179 | US$30,000,657.33 | |||||||
| DST Asia VIII Investments-1 |
March 29, 2021 | 105,446 | US$75,000,576.42 | |||||||
| SCC Growth V Holdco P, Ltd. |
March 29, 2021 | 9,842 | US$7,000,000 | |||||||
| Series D+ Preferred Shares |
||||||||||
| SVF II Cortex Subco (DE) LLC |
May 10, 2021 | 386,632 | US$300,000,000 | |||||||
| Dynasty Orchid Limited |
May 11, 2021 | 38,663 | US$30,000,000 | |||||||
| Convertible Promissory Notes |
||||||||||
| Shanghai Xingli Enterprise Management Partnership L.P. |
June 17, 2019 | |
principal amount of RMB equivalent to US$30,000,000 |
| ||||||
| Qiming Venture Partners VI, L.P. and Qiming Managing Directors Fund VI, L.P. |
June 17, 2019 | |
principal amount of US$10,000,000 |
| ||||||
| CMC Dynamite Holdings III Limited |
June 17, 2019 | |
principal amount of US$10,000,000 |
|||||||
| Everbay Investment Limited |
June 17 2019 | |
principal amount of US$10,000,000 |
| ||||||
| BAI GmbH |
July 8, 2019 | |
principal amount of US$24,000,000 |
| ||||||
| Warrants |
||||||||||
| EatTogether Holding Limited |
April 11, 2019 (amended and restated on March 30, 2020) |
|
warrant to purchase preferred shares |
|
$28,657,217 | |||||
| Cookico (BVI) Limited |
June 17, 2019 | |
warrant to purchase preferred shares |
|
$30,000,000 | |||||
| Options |
||||||||||
| Certain employees and consultants |
various dates | |
options to purchase 242,451 Ordinary Shares (6,457,383 ordinary shares after share subdivision effected on June 8, 2021) |
|
|
past and future services to us |
| |||
| Item 8. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| (a) | Exhibits |
See Exhibit Index beginning on page II-4 of this registration statement.
II-4
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
| (b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
| Item 9. | UNDERTAKINGS. |
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as |
II-5
| to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (4) | For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in an offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
II-6
Dingdong (Cayman) Limited
Exhibit Index
| * | To be filed by amendment. |
| † | Previously filed. |
II-7
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on June 23, 2021.
| Dingdong (Cayman) Limited | ||
| By: | /s/ Changlin Liang | |
| Name: Changlin Liang | ||
| Title: Director and Chief Executive Officer | ||
II-8
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on June 23, 2021.
| Signature |
Title | |
| /s/ Changlin Liang |
Director and Chief Executive Officer | |
| Changlin Liang |
(Principal Executive Officer) | |
| /s/ Le Yu |
Director and Chief Strategy Officer | |
| Le Yu |
(Principal Financial and Accounting Officer) | |
| * |
Director and Vice President | |
| Yi Ding |
||
| * |
Director | |
| Eric Chi Zhang |
||
| *By: | /s/ Changlin Liang | |
| Name: Changlin Liang | ||
| Attorney-in-fact | ||
II-9
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Dingdong (Cayman) Limited has signed this registration statement or amendment thereto in New York on June 23, 2021.
| Cogency Global Inc. Authorized U.S. Representative | ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President | ||
II-10
Exhibit 5.1
Our ref ELR/751311-000009/19991198v3
Dingdong (Cayman) Limited
Building 6, 500 Shengxia Road,
Shanghai, 200125
People’s Republic of China
June 23, 2021
Dear Sir or Madam
Dingdong (Cayman) Limited
We have acted as Cayman Islands legal advisers to Dingdong (Cayman) Limited (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain American depositary shares (the “ADSs”) representing the Company’s Class A ordinary shares with a par value or US$0.000002 each (the “Shares”).
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
| 1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation of the Company dated 15 October 2018. |
| 1.2 | The eighth amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 10 May 2021 (the “Pre-IPO Memorandum and Articles”). |
| 1.3 | The ninth amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 8 June 2021 and effective immediately prior to the completion of the Company’s initial public offering of ADSs representing the Shares (the “Post-offering Memorandum and Articles”). |
| 1.4 | The written resolutions of the directors of the Company dated 8 June 2021 (the “Directors’ Resolutions”). |
| 1.5 | The written resolutions of the shareholders of the Company dated on 8 June 2021 (the “Shareholders’ Resolutions”). |
| 1.6 | A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”). |
| 1.7 | A certificate of good standing dated 6 May 2021, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”). |
| 1.8 | The Registration Statement. |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | The genuineness of all signatures and seals. |
| 2.3 | There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions set out below. |
| 3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of ADSs representing the Shares, will be US$50,000 divided into 25,000,000,000 shares comprising of (i) 20,000,000,000 Class A Ordinary Shares of a par value of US$0.000002 each; (ii) 2,500,000,000 Class B Ordinary Shares of a par value of US$0.000002 each and (iii) 2,500,000,000 shares of a par value of US$0.000002 each of such class or classes (however designated) as the board of directors may determine in accordance with the Post-offering Memorandum and Articles. |
| 3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. |
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| 4 | Qualifications |
In this opinion the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. 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 U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
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Director’s Certificate
Dingdong (Cayman) Limited
Building 6, 500 Shengxia Road,
Shanghai, 200125
People’s Republic of China
June 23, 2021
| To: | Maples and Calder (Hong Kong) LLP |
26th Floor, Central Plaza
18 Harbour Road, Wanchai
Hong Kong
Dear Sirs
Dingdong (Cayman) Limited (the “Company”)
I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the “Opinion”) in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
| 1 | The Pre-IPO Memorandum and Articles remain in full force and effect and, except as amended by the Shareholders’ Resolutions conditionally adopting the Post-offering Memorandum and Articles, are otherwise unamended. |
| 2 | The Directors’ Resolutions were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
| 3 | The Shareholders’ Resolutions were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles and have not been amended, varied or revoked in any respect. |
| 4 | The directors of the Company at the date of Board Resolutions were: LIANG Changlin, Zhan Hui, Wang Lu, Hong Yixiu, Han Rui, Wang Pengfei, HU Ruodi, CHEN Xian, XU Xin, GAO Ziqi and Dennis s Chang. |
| 5 | The directors of the Company at the date of this certificate are LIANG Changlin, Le Yu, Yi Ding and Chi Zhang. |
| 6 | The authorised share capital of the Company is US$50,000 divided into (i) 24,749,173,900 Ordinary Shares, (ii) 5,910,100 redeemable convertible series Angel preferred shares, par value US$0.000002 per share (the “Series Angel Preferred Shares”), (iii) 8,268,950 redeemable convertible series Angel+ preferred shares, par value US$0.000002 per share (the “Series Angel+ Preferred Shares”), (iv) 8,985,050 redeemable convertible series Pre-A preferred shares, par value US$0.000002 per share (the “Series Pre-A Preferred Shares”), (v) 22,096,550 redeemable convertible series A preferred shares, par value US$0.000002 per share (the “Series A Preferred Shares”), (vi) 1,060,200 redeemable convertible series A+ preferred shares, par value US$0.000002 per share (the “Series A+ Preferred Shares”), (vii) 19,473,100 redeemable convertible series B preferred shares, par value US$0.000002 per share (the “Series B Preferred Shares”), (viii) 11,072,800 redeemable convertible series B2 preferred shares, par value US$0.000002 per share (the “Series B2 Preferred Shares”), (ix) 28,013,200 redeemable convertible series B3 preferred shares, par value US$0.000002 per share (the “Series B3 Preferred Shares”), (x) 7,269,600 redeemable convertible series B4-1 preferred shares, par value US$0.000002 per share (the “Series B4-1 Preferred Shares”), (xi) 13,979,450 redeemable convertible series B4 preferred shares, par value US$0.000002 per share (the “Series B4 Preferred Shares”); (xii) 54,224,700 redeemable convertible Series C1 preferred shares, par value US$0.000002 per share (the “Series C1 Preferred Shares”), (xiii) 49,207,650 redeemable convertible Series D preferred shares, par value US$0.000002 per share (the “Series D Preferred Shares”), and (xiv) 21,264,750 redeemable convertible series D+ preferred shares, par value US$0.000002 per share (the “Series D+ Preferred Shares”). |
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| 7 | The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of ADSs representing the Shares, will be US$[50,000] divided into 25,000,000,000 shares comprising of (i) 20,000,000,000 Class A Ordinary Shares of a par value of US$0.000002 each; (ii) 2,500,000,000 Class B Ordinary Shares of a par value of US$0.000002 each and (iii) 2,500,000,000 shares of a par value of US$0.000002 each of such class or classes (however designated) as the board of directors may determine in accordance with the Post-offering Memorandum and Articles. |
| 8 | The shareholders of the Company have not restricted or limited the powers of the directors of the Company in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the transactions contemplated by under the Registration Statement. |
| 9 | Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions the subject of the Opinion. |
| 10 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company. Nor have the directors or shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s property or assets. |
| 11 | Upon the completion of the Company’s initial public offering of the ADSs representing the Shares, the Company will not be subject to the requirements of Part XVIIA of the Companies Act (As Revised) of the Cayman Islands. |
[signature page follows]
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I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.
| Signature: | /s/ Changlin Liang | |
| Name: | Changlin Liang | |
| Title: | Director |
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