Yimutian Inc F-1/A, filed Aug 5, 2025
Yimutian Inc. (YMT)
As filed with the Securities and Exchange Commission on August 5, 2025.
Registration No. 333-287877
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
Yimutian Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
_____________________________________
|
Cayman Islands |
7380 |
Not Applicable |
||
|
(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
6/F, Building B-6, Block A Zhongguancun
Dongsheng Technology Campus No. 66
Xixiaokou Road
Haidian District, Beijing 100192
The People’s Republic of China
Telephone number: +86 10 57086561
(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
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________________
Copies to:
|
Shu Du, Esq. |
Dan Ouyang, Esq. K. Ronnie Li, Esq. Baker McKenzie LLP Suite 3401, China World Office 2 China World Trade Centre 1 Jianguomenwai Dajie Beijing 100004 The People’s Republic of China +86-10 6535-3800 |
_____________________________________
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.
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.
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely for the purpose of filing exhibit 5.1 to this registration statement on Form F-1, or 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 and exhibit index of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement, filed on July 31, 2025.
PART II
INFORMATION NOT REQUIRED IN THE 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 or committing a crime.
The post-offering memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers and the personal representatives of the same (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own 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 indemnified person 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 10.3 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.
The underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, 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 without registering the securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions, pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering and/or Rule 701 of the Securities Act. None of the transactions involved an underwriter.
|
Purchaser |
Date of Issuance |
Title and Number of Securities |
Consideration |
||||
|
Preferred Shares |
|
||||||
|
Guangdong Evergreen Group Co., Ltd |
September 27, 2022 |
28,271,860 Series D Preferred Shares |
US$ |
5,000,000 |
|||
|
Beijing Fengmu Enterprise Consulting Center (Limited Partnership) |
December 10, 2023 |
280,352,854 Series B Preferred Shares |
US$ |
20,000,000 |
|||
|
Beijing Fengmu Enterprise Consulting Center (Limited Partnership) |
December 10, 2023 |
124,523,393 Series C Preferred Shares |
US$ |
5,000,000 |
|||
|
LC Multi Strategy Fund SG VCC – LC Multi Strategy SF5 |
December 10, 2023 |
36,214,579 Series C Preferred Shares |
US$ |
1,000,000 |
|||
|
Yimutian Holdings Limited |
December 10, 2023 |
43,948,896 Ordinary Shares |
|
N/A |
|||
|
YMT 360 Holdings Limited |
December 10, 2023 |
5,170,130 Ordinary Shares |
|
N/A |
|||
II-1
|
Purchaser |
Date of Issuance |
Title and Number of Securities |
Consideration |
|||
|
YMT Tech Holdings Limited |
December 10, 2023 |
14,481,017 Ordinary Shares |
N/A |
|||
|
CGC Moonwalk Limited |
December 10, 2023 |
3,326,059 Series C-2 Preferred Shares |
N/A |
|||
|
Yimutian Holdings Limited |
December 10, 2023 |
798,254 Series C-2 Preferred Shares |
N/A |
|||
|
China Innovation Capital General Partners Limited |
December 10, 2023 |
147,580 Series D Preferred Shares |
N/A |
|||
|
Ganlai Limited |
December 10, 2023 |
295,159 Series D Preferred Shares |
N/A |
|||
|
Geometry Ventures Limited |
December 10, 2023 |
922,374 Series D Preferred Shares |
N/A |
|||
|
Yimutian Holdings Limited |
December 10, 2023 |
332,055 Series D Preferred Shares |
N/A |
|||
|
Guangdong Evergreen Group Co., Ltd. |
December 10, 2023 |
737,899 Series D Preferred Shares |
N/A |
|||
|
Options |
||||||
|
Certain directors, officers and employees |
Various dates |
16,815,642 Options |
Past and future services provided by these individuals to us |
Item 8. Exhibits and Financial Statement Schedules
(a) Exhibits
See Exhibit Index beginning on page II-3 of this registration statement.
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 and the notes thereto.
Item 9. Undertakings
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.
II-2
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.
Yimutian Inc.
Exhibit Index
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Exhibit |
Description of Document |
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1.1* |
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3.1* |
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3.2* |
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4.1* |
Form of Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3) |
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4.2* |
Registrant’s Specimen Certificate for Class A Ordinary Shares |
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4.3* |
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4.4* |
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5.1 |
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8.1 |
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8.2* |
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10.1*† |
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10.2* |
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10.3* |
Form of Indemnification Agreement between the Registrant and its directors and executive officers |
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10.4* |
Form of Employment Agreement between the Registrant and its executive officers |
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10.5* |
||
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10.6* |
||
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10.7* |
||
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10.8* |
||
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10.9* |
II-3
|
Exhibit |
Description of Document |
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10.10* |
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10.11* |
||
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10.12* |
||
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10.13* |
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10.14* |
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10.15* |
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10.16* |
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10.17* |
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10.18* |
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16.1* |
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21.1* |
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23.1* |
Consent of Assentsure PAC, an independent registered public accounting firm |
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23.2 |
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
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23.3* |
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23.4* |
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23.5* |
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23.6* |
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24.1* |
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99.1* |
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99.2* |
Opinion of Global Law Office regarding certain mainland China laws matters |
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99.3* |
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107* |
____________
* Previously filed
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information as private or confidential and the omitted information is not material.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beijing, the People’s Republic of China, on August 5, 2025.
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Yimutian Inc. |
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By: |
/s/ Jinhong Deng |
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Name: |
Jinhong Deng |
|||||
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Title: |
Chairman of the Board and Chief Executive Officer |
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II-5
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on August 5, 2025 in the capacities indicated:
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Signature |
Title |
|
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/s/ Jinhong Deng |
Chairman of the Board and Chief Executive Officer |
|
|
Jinhong Deng |
(Principal Executive Officer) |
|
|
* |
Director |
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|
Min Liu |
||
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/s/ Shijie Chen |
Director and Chief Financial Officer |
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Shijie Chen |
(Principal Financial and Accounting Officer) |
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|
* |
Director |
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Zhijia Liu |
||
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* |
Director |
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|
Mi Zhou |
||
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* |
Director |
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Yu Zhang |
||
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* |
Director |
|
|
Kui Zhou |
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By: |
/s/ Jinhong Deng |
|||||
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Name: |
Jinhong Deng |
|||||
|
Attorney-in-fact |
||||||
II-6
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 Yimutian Inc., has signed this registration statement or amendment thereto in New York, New York on August 5, 2025.
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Authorized U.S. Representative Cogency Global Inc. |
||||||
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By: |
/s/ Colleen A. De Vries |
|||||
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Name: |
Colleen A. De Vries |
|||||
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Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
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II-7
Exhibit 5.1
| Our ref | SQG/794866-000002/32434384v4 |
YIMUTIAN INC.
6/F, Building B-6, Block A Zhongguancun
Dongsheng
Technology Campus No. 66
Xixiaokou Road
Haidian District, Beijing 100192
People’s Republic
of China
5 August 2025
Dear Sirs and/or Madams
YIMUTIAN INC.
We have acted as Cayman Islands legal advisers to YIMUTIAN INC. (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 (the “Commission”) under the U.S. Securities Act of 1933, as amended to date, relating to the initial public offering of 5,010,000 American depositary shares (the "ADSs") representing the Company's 125,250,000 Class A ordinary shares of par value US$0.00001 each (the "Shares"), assuming the underwriter does not exercise its option to purchase additional ADSs.
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 29 January 2014 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The Twelfth Amended and Restated Memorandum and Articles of Association of the Company as adopted by a special resolution passed on 10 December 2023 (the “Pre-IPO Memorandum and Articles”). |
| 1.3 | The Thirteenth Amended and Restated Memorandum and Articles of Association of the Company adopted by a special resolution passed on 12 May 2025 and effective immediately prior to the completion of the Company’s initial public offering of ADSs representing its Shares (the “IPO Memorandum and Articles”). |
| 1.4 | The written resolutions of the board of directors of the Company dated 9 May 2025 (the “Board Resolutions”). |
| 1.5 | The written resolutions of the shareholders of the Company dated 12 May 2025 (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 9 June 2025, 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, as of the date of this opinion letter, 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 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 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 with the Registrar of Companies 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 the ADSs representing the Shares, will be US$200,000 divided into 20,000,000,000 shares of a par value of US$0.00001 each, comprising (i) 16,000,000,000 Class A ordinary shares of a par value of US$0.00001 each, (ii) 800,000,000 Class B ordinary shares of a par value of US$0.00001 each, and (iii) 3,200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with the IPO 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). |
2
| 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. |
| 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 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, which are 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
3
Director’s Certificate
5 August 2025
| To: | Maples and Calder (Hong Kong) LLP |
| 26th Floor, Central Plaza | |
| 18 Harbour Road | |
| Wanchai, Hong Kong |
Dear Sirs
YIMUTIAN INC. (the “Company”)
I, the undersigned, being one of the directors 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 resolutions as set out in the Shareholders’ Resolutions adopting the IPO Memorandum and Articles, are otherwise unamended. |
| 2 | The Board 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 (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. |
| 4 | The authorised share capital of the Company is US$50,000 divided into (i) 2,713,770,293 Ordinary Shares of par value US$0.00001 each, (ii) 387,781,378 Series A Preferred Shares of par value US$0.00001 each, (iii) 703,901,412 Series B Preferred Shares of par value US$0.00001 each, (iv) 517,022,352 Series C Preferred Shares of par value US$0.00001 each, (v) 357,323,044 Series C-1 Preferred Shares of par value US$0.00001 each, (vi) 224,881,374 Series C-2 Preferred Shares of par value US$0.00001 each, and (vii) 95,320,147 Series D Preferred Shares of par value of US$0.00001 each. |
| 5 | The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares, will be US$200,000 divided into 20,000,000,000 shares of a par value of US$0.00001 each, comprising (i) 16,000,000,000 Class A ordinary shares of a par value of US$0.00001 each, (ii) 800,000,000 Class B ordinary shares of a par value of US$0.00001 each, and (iii) 3,200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with the IPO Memorandum and Articles. |
| 6 | The shareholders of the Company have not restricted or limited the powers of the directors 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 Registration Statement. |
| 7 | The directors of the Company at the date of the Board Resolutions and this certificate are as follows: |
Jinhong Deng
Min Liu
Shijie Chen
Zhijia Liu
Mi Zhou
Yu Zhang
Kui Zhou
Ye Zhang
Lin Shi
| 8 | The directors of the Company consider 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 which are the subject of the Opinion. |
| 9 | No interest in the Company constituting shares, voting rights or ultimate effective control over management in the Company is currently subject to a restrictions notice issued under the Beneficial Ownership Transparency Act (As Revised). |
| 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 and neither the directors nor shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company’s property or assets. |
| 11 | The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state. |
| 12 | The Company has no employees. |
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 page follows]
| Signature: | /s/ Jinhong Deng | |
| Name: | Jinhong Deng | |
| Title: | Director |