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Qudian Inc.

Qudian Inc.HTT決算レポート

NYSE · 金融 · 金融サービス

Qudian Inc. is a China-based fintech service provider that mainly offers small consumer credit solutions, risk management technical services, and related digital financial products. Its core target users are young mass consumers across China, with all key business operations focused on the domestic Chinese market.

What changed in Qudian Inc.'s 20-F — 2023 vs 2024

Top changes in Qudian Inc.'s 2024 20-F

386 paragraphs added · 405 removed · 314 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

89 edited+24 added−20 removed550 unchanged
In addition, the Group’s international operations are subject to a number of risks, including: ● local economic, inflation and political conditions and the popularity of e-commerce; ● government regulation (such as regulation of our service offerings and of competition); ● restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization, and restrictions on foreign ownership; ● business licensing or certification requirements; ● limitations on the repatriation and investment of funds and foreign currency exchange restrictions; ● limited logistics and technology infrastructure; ● potential impacts of the COVID-19 pandemic on the Group’s business operations and the economy globally; ● shorter payable and longer receivable cycles and the resultant negative impact on cash flow; ● laws and regulations regarding consumer and data protection, privacy, cybersecurity, encryption, payments, advertising, and restrictions on pricing or discounts; ● lower levels of use of the Internet; 13 Table of Contents ● lower levels of consumer spending and fewer opportunities for growth; ● difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences; ● different employee/employer relationships and the existence of works councils and labor unions; ● differing labor regulations where labor laws may be more advantageous to employees; ● compliance with the U.S.
In addition, the Group’s international operations are subject to a number of risks, including: ● local economic, inflation and political conditions and the popularity of e-commerce; ● government regulation (such as regulation of our service offerings and of competition); ● restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization, and restrictions on foreign ownership; ● business licensing or certification requirements; ● limitations on the repatriation and investment of funds and foreign currency exchange restrictions; ● limited logistics and technology infrastructure; ● potential impacts of the COVID-19 pandemic on the Group’s business operations and the economy globally; ● shorter payable and longer receivable cycles and the resultant negative impact on cash flow; ● laws and regulations regarding consumer and data protection, privacy, cybersecurity, encryption, payments, advertising, and restrictions on pricing or discounts; ● lower levels of use of the Internet; ● lower levels of consumer spending and fewer opportunities for growth; 13 Table of Contents ● difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences; ● different employee/employer relationships and the existence of works councils and labor unions; ● differing labor regulations where labor laws may be more advantageous to employees; ● compliance with the U.S.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
After we filed our annual report on Form 20-F for the fiscal year ended December 31, 2021 that included an audit report issued by Ernst & Young Hua Ming LLP on April 29, 2022, the SEC conclusively identified us as an SEC-identified issuer on May 26, 2022.
After we filed our annual report on Form 20-F for the fiscal year ended December 31, 2021 that included an audit report issued by Ernst & Young Hua Ming LLP on April 29, 2022, the SEC conclusively identified us as an SEC-identified issuer on May 26, 2022.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
Following the Statement of Protocol signed between the PCAOB and the China Securities Regulatory Commission and the Ministry of Finance of the PRC in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong from September to November 2022, the PCAOB Board voted in December 2022 to vacate the previous 2021 determinations, and as a result, our auditor, Ernst & Young Hua Ming LLP, is no longer a registered public accounting firm that the PCAOB is unable to inspect or investigate completely as of the date of this annual report or at the time of issuance of the audit report included herein.
Following the Statement of Protocol signed between the PCAOB and the China Securities Regulatory Commission and the Ministry of Finance of the PRC in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong from September to November 2022, the PCAOB Board voted in December 2022 to vacate the previous 2021 determinations, and as a result, our former auditor, Ernst & Young Hua Ming LLP, is no longer a registered public accounting firm that the PCAOB is unable to inspect or investigate completely as of the date of this annual report or at the time of issuance of the audit report included herein.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: 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 the Group’s normal daily operations and potential disruptions to the Group’s ongoing businesses; ● difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; ● difficulties in retaining relationships with customers, business partners, employees and other partners of the acquired business; ● risks of entering markets in which the Group has 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 the Group, require the Group to license or waive intellectual property rights or increase the Group’s 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.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: 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 the Group’s normal daily operations and potential disruptions to the Group’s ongoing businesses; ● difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; ● difficulties in retaining relationships with customers, business partners, employees and other partners of the acquired business; ● risks of entering markets in which the Group has 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 the Group, require the Group to license or waive intellectual property rights or increase the Group’s 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 18 Table of Contents ● unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
Public Company Accounting Oversight Board, or the PCAOB, PCAOB made its determinations, or the 2021 determinations, pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor Ernst & Young Hua Ming LLP.
Public Company Accounting Oversight Board, or the PCAOB, PCAOB made its determinations, or the 2021 determinations, pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our former auditor Ernst & Young Hua Ming LLP.
In December 2021, the PCAOB made its determinations, or the 2021 determinations, pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong including our auditor, Ernst & Young Hua Ming LLP.
In December 2021, the PCAOB made its determinations, or the 2021 determinations, pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong including our former auditor, Ernst & Young Hua Ming LLP.
Business Overview-Regulation⸺Regulations Related to Intellectual Property Rights.” However, we cannot assure you that any of the Group’s intellectual property rights would not be challenged, invalidated or circumvented, or such intellectual property will be sufficient to provide the Group with competitive advantages.
Business Overview⸺Regulations Related to Intellectual Property Rights.” However, we cannot assure you that any of the Group’s intellectual property rights would not be challenged, invalidated or circumvented, or such intellectual property will be sufficient to provide the Group with competitive advantages.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. A significant portion of the Group’s costs are denominated in Renminbi.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. A portion of the Group’s costs and a significant portion of the Group’s assets are denominated in Renminbi.
If the Group was unable to conduct its business as it is currently conducted as a result of such regulatory changes, the Group’s business, results of operations and financial condition would be materially and adversely affected.
If the Group is unable to conduct its business as it is currently conducted as a result of such regulatory changes, the Group’s business, results of operations and financial condition would be materially and adversely affected.
Risks Factors⸺Risks Related to Doing Business in China⸺If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.” PRC Permissions and Approvals The Group has received all material permissions that are, or may be, required for its operations in China, and no material permission has been denied from the Group by relevant authorities in China.
Risks Factors⸺Risks Related to Doing Business in China⸺If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.” ​ 4 Table of Contents PRC Permissions and Approvals The Group has received all material permissions that are, or may be, required for its operations in China, and no material permission has been denied from the Group by relevant authorities in China.
The Group conducts a significant portion of its operations in China and a substantial portion of the Group’s assets are located in China. In addition, a majority of our directors and executive officers reside within China.
The Group conducts a portion of its operations in China and a substantial portion of the Group’s assets are located in China. In addition, a majority of our directors and executive officers reside within China.
Risks Factors⸺Risks Related to Doing Business in China⸺The greater oversight by the Cyberspace Administration of China, or the CAC, over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.” 4 Table of Contents Cash Transfers within Our Corporate Structure Our subsidiaries and the Group VIEs conduct business transactions that include intercompany loans and other intercompany transactions related to operating activities, subject to satisfaction of applicable government registration and approval requirements.
Risks Factors⸺Risks Related to Doing Business in China⸺The greater oversight by the Cyberspace Administration of China, or the CAC, over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.” Cash Transfers within Our Corporate Structure Our subsidiaries and the Group VIEs conduct business transactions that include intercompany loans and other intercompany transactions related to operating activities, subject to satisfaction of applicable government registration and approval requirements.
The measures taken by the U.S. and Chinese governments may have the effect of restricting our ability to transact or otherwise do business with entities within or outside of China and may cause investors to lose confidence in Chinese companies and counterparties, including us.
The measures taken by the U.S. and Chinese governments may have the effect of restricting the Group’s ability to transact or otherwise do business with entities within or outside of China and may cause investors to lose confidence in Chinese companies and counterparties, including us.
For example, the Group is in the process of winding down its budget auto financing business, the Wanlimu e-commerce platform. The Group had closed all of its Wanlimu education centers in November 2022 and completely wound down its Wanlimu Kids Clubs business in March 2023.
For example, the Group is in the process of winding down its budget auto financing business. The Group had closed all of its Wanlimu education centers in November 2022, completely wound down its Wanlimu Kids Clubs business in March 2023 and completely wound down the Wanlimu e-commerce platform in April 2024.
Additionally, data subjects have the right to initiate legal proceedings to seek damages or lodge complaints with the designated privacy oversight body, the Office of the Australian Information Commissioner. 15 Table of Contents In the U.S., the collection, use, processing, disclosure, and security of personal information is governed by various federal and state laws as well as common law principles.
Additionally, data subjects have the right to initiate legal proceedings to seek damages or lodge complaints with the designated privacy oversight body, the Office of the Australian Information Commissioner. In the U.S., the collection, use, processing, disclosure, and security of personal information is governed by various federal and state laws as well as common law principles.
Some of the companies with which the Group competes for experienced employees have greater resources than the Group has and may be able to offer more attractive terms of employment. In addition, the Group invests significant time and expenses in training the Group’s employees, which increases their value to competitors who may seek to recruit them.
Some of the companies with which the Group competes for experienced employees have greater resources than the Group has and may be able to offer more attractive terms of employment. 25 Table of Contents In addition, the Group invests significant time and expenses in training the Group’s employees, which increases their value to competitors who may seek to recruit them.
However, we may fail to obtain such intended benefits. 18 Table of Contents PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from making loans to our PRC subsidiaries and the Group VIEs, or to make additional capital contributions to our PRC subsidiaries.
However, we may fail to obtain such intended benefits. PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from making loans to our PRC subsidiaries and the Group VIEs, or to make additional capital contributions to our PRC subsidiaries.
If any further such deliberations were to materialize, the resulting legislation may have a material and adverse impact on the stock performance of China-based issuers listed in the United States such as us, and we cannot assure you that we will always be able to maintain the listing of our ADSs on a national stock exchange in the U.S., such as the NYSE or the Nasdaq Stock Market, or that you will always be allowed to trade our shares or ADSs.
If any further such deliberations were to materialize, it may have a material and adverse impact on the stock performance of China-based issuers listed in the United States such as us, and we cannot assure you that we will always be able to maintain the listing of our ADSs on a national stock exchange in the U.S., such as the NYSE or the Nasdaq Stock Market, or that you will always be allowed to trade our ADSs.
Any uninsured business disruptions may result in the Group’s incurring substantial costs and the diversion of resources, which could have an adverse effect on the Group’s results of operations and financial condition. We could be adversely affected by political tensions between the United States and China.
Any uninsured business disruptions may result in the Group’s incurring substantial costs and the diversion of resources, which could have an adverse effect on the Group’s results of operations and financial condition. 26 Table of Contents We could be adversely affected by political tensions between the United States and China.
See “Item 8. Financial Information⸺A. Consolidated Statements and Other Financial Information⸺Dividend Policy.” 5 Table of Contents For certain Cayman Islands, PRC and United States federal income tax considerations of an investment in the ADSs and Class A ordinary shares, see “Item 10. Additional Information⸺E.
See “Item 8. Financial Information⸺A. Consolidated Statements and Other Financial Information⸺Dividend Policy.” For certain Cayman Islands, PRC and United States federal income tax considerations of an investment in the ADSs and Class A ordinary shares, see “Item 10. Additional Information⸺E.
See “⸺Risks Related to Doing Business in China⸺There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations. In addition, rules and regulations in China can change quickly with little advance notice.” 30 Table of Contents Ganzhou Qudian became one of the Group VIEs in 2017. Min Luo, our founder, chairman and chief executive officer, and Mr.
See “⸺Risks Related to Doing Business in China⸺There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations. In addition, rules and regulations in China can change quickly with little advance notice.” 30 Table of Contents Xiamen Lexiang became one of the Group VIEs in 2017. Min Luo, our founder, chairman and chief executive officer, and Mr.
These factors include, but are not limited to, the following: ● the consumption power and disposable income of consumers, as well as changes in demographics and consumer tastes and preferences; ● the growth of broadband and mobile Internet penetration and usage; ● the availability, reliability and security of e-commerce platforms; ● the selection, price and popularity of products offered on e-commerce platforms; ● the emergence of alternative channels or business models that better suit the needs of consumers; ● changes in demand for products transported globally; ● changes in labor costs or labor-related law and regulations; ● labor shortage in delivery drivers and warehouse workers; ● fluctuations in fuel prices; ● global and regional economic and political conditions; ● the development of logistics, payment and other ancillary services associated with e-commerce; ● changes in laws and regulations, as well as government policies that govern the logistics service industry in the jurisdictions where the Group operates; and 12 Table of Contents ● the potential impacts of natural disasters, pandemics, such as COVID-19, acts of war, such as the Russia-Ukraine conflict, terrorist attacks and other events on the Group’s business operations, the stability of global supply chain, and the economy in the countries where the Group operates and elsewhere in the world generally.
These factors include, but are not limited to, the following: ● the consumption power and disposable income of consumers, as well as changes in demographics and consumer tastes and preferences; ● the growth of broadband and mobile Internet penetration and usage; ● the availability, reliability and security of e-commerce platforms; ● the selection, price and popularity of products offered on e-commerce platforms; ● the emergence of alternative channels or business models that better suit the needs of consumers; ● changes in demand for products transported globally; ● changes in labor costs or labor-related law and regulations; ● labor shortage in delivery drivers and warehouse workers; ● fluctuations in fuel prices; ● global and regional economic and political conditions; ● the development of logistics, payment and other ancillary services associated with e-commerce; ● changes in laws and regulations, as well as government policies that govern the logistics service industry in the jurisdictions where the Group operates; and ● the potential impacts of natural disasters, pandemics, such as COVID-19, acts of war, such as the Russia-Ukraine conflict, terrorist attacks and other events on the Group’s business operations, the stability of global supply chain, and the economy in the countries where the Group operates and elsewhere in the world generally. 12 Table of Contents The logistics service industry is highly sensitive to the changes of macroeconomic conditions, and people’s spending tends to decline during recessionary periods.
The COVID-19 pandemic has resulted in declines in economic activities in China and other parts of the world and raised concerns about the prospects of the global economy.
For example, the COVID-19 pandemic has resulted in declines in economic activities in China and other parts of the world and raised concerns about the prospects of the global economy.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. See “Regulations⸺Regulation Relating to M&A and Overseas Listings.” However, since the Trial Measures was newly promulgated, its interpretation, application and enforcement remain unclear.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. See “Regulations⸺Regulation Relating to M&A and Overseas Listings.” However, since the Trial Measures was relatively new, its interpretation, application and enforcement remain unclear.
However, as there remains uncertainty regarding how the Cybersecurity Review Measures and the Measures for the Security Assessment of Outbound Data Transfers will be interpreted, how the Security Administration Draft will be implemented and interpreted, and whether the PRC regulatory agencies, including the CAC, may adopt any other new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft.
However, as there remains uncertainty regarding how the Cybersecurity Review Measures, the Measures for the Security Assessment of Outbound Data Transfers and the Network Data Security Regulations will be interpreted, and whether the PRC regulatory agencies, including the CAC, may adopt any other new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Network Data Security Regulations.
Lianzhu Lv, our head of user experience department, are the only shareholders of Ganzhou Qudian. We believe such shareholding structure will enhance our administrative efficiency and reduce uncertainties associated with the enforcement of the relevant contractual arrangements entered into with the new Group VIE and its shareholders.
Lianzhu Lv, our head of user experience department, are the only shareholders of Xiamen Lexiang. We believe such shareholding structure will enhance our administrative efficiency and reduce uncertainties associated with the enforcement of the relevant contractual arrangements entered into with the new Group VIE and its shareholders.
The Group VIEs received cash from our company amounted to nil, RMB138.8 million and nil for the years ended December 31, 2021, 2022 and 2023, respectively, and repaid cash to our company amounted to RMB150.0 million, RMB95.2 million and nil for the years ended December 31, 2021, 2022 and 2023, respectively. We are subject to restrictions on currency exchange.
The Group VIEs received cash from our company amounted to RMB138.8 million, nil and nil for the years ended December 31, 2022, 2023 and 2024, respectively, and repaid cash to our company amounted to RMB95.2 million, nil and nil for the years ended December 31, 2022, 2023 and 2024, respectively. We are subject to restrictions on currency exchange.
As last-mile delivery services grow, competition will intensify, including through adoption of evolving business models. Local companies may have a substantial competitive advantage because of their deeper understanding of, and focus on, the local markets, as well as their more established local brand names.
As the businesses grow, competition will intensify, including through adoption of evolving business models. Local companies may have a substantial competitive advantage because of their deeper understanding of, and focus on, the local markets, as well as their more established local brand names.
See “Item 3. Key Information⸺D. Risk Factors⸺Risks Related to Our Corporate Structure.” Operations in China The Group faces various legal and operational risks and uncertainties associated with being based in and having a significant portion of its operations in China and the country’s complex and evolving laws and regulations.
See “Item 3. Key Information⸺D. Risk Factors⸺Risks Related to Our Corporate Structure.” ​ 3 Table of Contents Operations in China The Group faces various legal and operational risks and uncertainties associated with being based in and having operations and a substantial portion of its assets located in China and the country’s complex and evolving laws and regulations.
Risks Factors⸺Risks Related to Doing Business in China.” 3 Table of Contents Furthermore, the Holding Foreign Companies Accountable Act, or the HFCA Act, may affect our ability to maintain our listing on the NYSE.
Risks Factors⸺Risks Related to Doing Business in China.” Furthermore, the Holding Foreign Companies Accountable Act, or the HFCA Act, may affect our ability to maintain our listing on the NYSE.
The cash flows occurred between our company, our subsidiaries and the Group VIEs are summarized below: For the years ended December 31, 2021, 2022 and 2023, our company provided capital contribution of nil, nil and RMB184.0 million (US$25.9 million) to our subsidiaries, respectively.
The cash flows occurred between our company, our subsidiaries and the Group VIEs are summarized below: For the years ended December 31, 2022, 2023 and 2024, our company provided capital contribution of nil, RMB184.0 million and nil to our subsidiaries, respectively.
Mr. Min Luo, our founder, chairman of the board and chief executive officer, beneficially owns 2,836,200 Class A ordinary shares and all the Class B ordinary shares issued and outstanding, representing 83.8% of our aggregate voting power as of March 31, 2024. As a result, Mr.
Mr. Min Luo, our founder, chairman of the board and chief executive officer, beneficially owns 2,836,200 Class A ordinary shares and all the Class B ordinary shares issued and outstanding, representing 86.6% of our aggregate voting power as of March 31, 2025. As a result, Mr.
Public Company Accounting Oversight Board was unable to inspect and investigate completely before 2022 and, as such, our investors have been deprived of the benefits of such inspections in the past, and may be deprived of the benefits of such inspections in the future. ● If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment. ● The opinions on supervision of illegal securities activities issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council may subject us to additional compliance requirements in the future. ● The approval or filing requirement of the China Securities Regulatory Commission, or the CSRC, may be required in connection with any future offering we may conduct, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings. ● PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits. 11 Table of Contents ● Any failure to comply with PRC regulations regarding our employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions. ● We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.
In addition, rules and regulations in China can change quickly with little advance notice. ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections. ● If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment. ● The opinions on supervision of illegal securities activities issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council may subject us to additional compliance requirements in the future. ● The approval or filing requirement of the China Securities Regulatory Commission, or the CSRC, may be required in connection with any future offering we may conduct, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings. ● PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits. ● Any failure to comply with PRC regulations regarding our employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions. 11 Table of Contents ● We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.
Business Overview⸺Overview⸺Our Contractual Arrangements with the Group VIEs and Their Shareholders.” A significant portion of the Group’s revenue are attributed to the Group VIEs. These contractual arrangements may be less effective than direct ownership in providing us with control over the Group VIEs.
Business Overview⸺Overview⸺Our Contractual Arrangements with the Group VIEs and Their Shareholders.” A significant portion of the Group’s assets are held by the Group VIEs. These contractual arrangements may be less effective than direct ownership in providing us with control over the Group VIEs.
For the years ended December 31, 2021, 2022 and 2023, the Group VIEs provided loans of RMB140.9 million, RMB85.4 million and nil, respectively, to our subsidiaries, and received repayments of RMB642.1 million, RMB140.0 million and nil, respectively.
For the years ended December 31, 2022, 2023 and 2024, the Group VIEs provided loans of RMB85.4 million, nil and nil, respectively, to our subsidiaries, and received repayments of RMB140.0 million, nil and nil, respectively.
The decrease in revenues generated from Dabai Auto business and any further write-down that may be recorded during the process of winding down such business may adversely affect the Group’s business, financial condition and results of operations. 20 Table of Contents The Group’s quarterly results may fluctuate significantly and may not fully reflect the underlying performance of the Group’s business.
Any further write-down that may be recorded during the process of winding down such business may adversely affect the Group’s business, financial condition and results of operations. 20 Table of Contents The Group’s quarterly results may fluctuate significantly and may not fully reflect the underlying performance of the Group’s business.
As the Group winds down Dabai Auto business, revenues generated from such business will decrease, and the Group may record write-downs in relation to the process of winding down such business. The Group has started to wind down its budget auto financing business in the second quarter of 2019.
As the Group winds down Dabai Auto business, the Group may record write-downs in relation to the process of winding down such business. The Group started to wind down its budget auto financing business in the second quarter of 2019.
We may be required to declare security assessment if we fall under any of the aforementioned circumstances and our business operations may be restricted according to the regulations above mentioned. On September 28, 2023, the CAC published the Provisions on Regulating and Promoting Cross - border Data Transfer (Draft for Comments) for public comments.
We may be required to declare security assessment if we fall under any of the aforementioned circumstances and our business operations may be restricted according to the regulations above mentioned. On March 22, 2024, the CAC published the Provisions on Promoting and Regulating Cross-border Data Transfer.
A significant portion of the Group’s operations are conducted in the PRC and a significant portion of the Group’s revenue is sourced from the PRC. Accordingly, the Group’s financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.
A portion of the Group’s operations are conducted in the PRC and a substantial portion of the Group’s assets are located in the PRC. Accordingly, the Group’s financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.
The Group may not be able to compete effectively, which could materially and adversely affect its business, financial condition, results of operations and prospects, as well as its reputation and brands. The logistics service industry is highly competitive.
The Group may not be able to compete effectively, which could materially and adversely affect its business, financial condition, results of operations and prospects, as well as its reputation and brands. The logistics service industry is highly competitive. The Group’s last-mile delivery service may compete with service providers that provide similar services.
The Group VIEs received cash from our subsidiaries amounted to RMB307.9 million, RMB32.4 million and RMB200.8 million (US$28.3 million) for the years ended December 31, 2021, 2022 and 2023, respectively, and repaid cash to our subsidiaries amounted to RMB942.4 million, RMB53.0 million and RMB2.0 million (US$0.3 million) for the years ended December 31, 2021, 2022 and 2023, respectively.
The Group VIEs received cash from our subsidiaries amounted to RMB32.4 million, RMB200.8 million and RMB422.7 million (US$57.9 million) for the years ended December 31, 2022, 2023 and 2024, respectively, and repaid cash to our subsidiaries amounted to RMB53.0 million, RMB2.0 million and RMB520.3 million (US$71.3 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
In addition, the Group has been and may continue exploring business opportunities overseas. As such, the Group may face risks associated with entering into markets where the Group has limited or no experience, the Group may be less well-known or have fewer local resources and it may need to localize its business practices, culture and operations.
As such, the Group may face risks associated with entering into markets where the Group has limited or no experience, the Group may be less well-known or have fewer local resources and it may need to localize its business practices, culture and operations. The Group may not be able to secure sufficient capital to support its overseas operations.
The Group may not be able to secure sufficient capital to support its overseas operations. In addition, the Group may incur significant cost to comply with overseas laws and regulations, and it could be subject to penalties for any failure to comply with such laws and regulations.
In addition, the Group may incur significant cost to comply with overseas laws and regulations, and it could be subject to penalties for any failure to comply with such laws and regulations.
The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase.
Increases in labor costs in the PRC may adversely affect the Group’s business and results of operations. The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase.
Taxation⸺Certain United States Federal Income Tax Considerations-Passive Foreign Investment Company.” Based on the past and projected composition and classification of the Group’s income and assets, we believe there is a significant risk that we were classified as a PFIC for United States federal income tax purposes for 2023 and will be a PFIC for the current taxable year, and that we may be classified as a PFIC for future taxable years.
Taxation⸺Certain United States Federal Income Tax Considerations-Passive Foreign Investment Company.” Based on the composition and classification of the Group’s income and assets, we believe there is a significant risk that we were classified as a PFIC for United States federal income tax purposes for 2024.
They may also have longer operating histories, larger customer bases or broader and deeper market coverage. As a result, the Group’s competitors may be able to respond more quickly and effectively to new or evolving opportunities, technologies, standards or user requirements than the Group does and may have the ability to initiate or withstand significant regulatory changes and industry evolvement.
As a result, the Group’s competitors may be able to respond more quickly and effectively to new or evolving opportunities, technologies, standards or user requirements than the Group does and may have the ability to initiate or withstand significant regulatory changes and industry evolvement.
Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. 27 Table of Contents The Group’s operations primarily depend on the performance of the Internet infrastructure and fixed telecommunications networks in China.
Should any of these situations occur, the Group’s business and financial condition will be negatively impacted. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. 27 Table of Contents The Group’s operations primarily depend on the performance of the Internet infrastructure and fixed telecommunications networks in China.
In certain international markets, the Group has relatively little operating experience and may not benefit from any first-to-market advantages. It is costly to establish, develop, expand, and maintain international operations, and promote the Group’s brand internationally. The Group’s international operations may not become profitable on a sustained basis.
The Group’s international operations are significant to its revenues and profits, and it may further expand internationally. In certain international markets, the Group has relatively little operating experience and may not benefit from any first-to-market advantages. It is costly to establish, develop, expand, and maintain international operations, and promote the Group’s brand internationally.
If the Group fails to retain its employees, the Group could incur significant expenses in hiring and training their replacements, and the quality of the Group’s services and the Group’s ability to serve customers and investors could diminish, resulting in a material adverse effect to the Group’s business. 25 Table of Contents Increases in labor costs in the PRC may adversely affect the Group’s business and results of operations.
If the Group fails to retain its employees, the Group could incur significant expenses in hiring and training their replacements, and the quality of the Group’s services and the Group’s ability to serve customers and investors could diminish, resulting in a material adverse effect to the Group’s business.
Sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline significantly. The total number of ordinary shares outstanding as of March 31, 2024 was 189,403,851, comprising 125,912,679 Class A ordinary shares and 63,491,172 Class B ordinary shares.
Sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline significantly. The total number of ordinary shares outstanding as of March 31, 2025 was 165,126,492, comprising 101,635,320 Class A ordinary shares and 63,491,172 Class B ordinary shares.
Secretary of Commerce with certain “Chinese connected software applications,” including Alipay and WeChat Pay; 26 Table of Contents ● the imposition and application of sanction blocking statutes by the Chinese government, including the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by the MOFCOM, on January 9, 2021, which will apply to Chinese individuals or entities that are purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country; and ● the implementation of comprehensive export controls by the U.S. government to restrict the export of advanced semiconductors and the equipment required to manufacture them to China.
Secretary of Commerce with certain “Chinese connected software applications,” including Alipay and WeChat Pay, as well as the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by the MOFCOM on January 9, 2021, which apply to Chinese individuals or entities that are purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country.
Therefore, we operate such businesses in China through the Group VIEs. Currently, the Group VIEs are (i) Beijing Happy Time and (ii) Ganzhou Qudian.
Therefore, we operate such businesses in China through the Group VIEs. Currently, the Group VIEs are (i) Xiamen Quxianxiang and (ii) Xiamen Lexiang.
As a result, revenues generated from the Dabai Auto business will further decrease. Sales income in relation to Dabai Auto business was RMB23.3 million, RMB3.8 million and RMB1.1 million (US$0.2 million) in 2021, 2022 and 2023, respectively. As of December 31, 2023, the Group did not carry any finance lease receivable.
Sales income in relation to Dabai Auto business was RMB3.8 million, RMB1.1 million and nil in 2022, 2023 and 2024, respectively. As of December 31, 2024, the Group did not carry any finance lease receivable.
In addition, rules and regulations in China can change quickly with little advance notice. A significant portion of the Group’s operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiaries and the Group VIEs are subject to laws, rules and regulations applicable to foreign investment in China.
In addition, rules and regulations in China can change quickly with little advance notice. A portion of the Group’s operations are conducted in the PRC and a substantial portion of the Group’s assets are located in the PRC, and are governed by PRC laws, rules and regulations.
With respect to other intercompany transactions related to operating activities, our company received cash from our subsidiaries amounted to nil, RMB442.9 million and RMB180.6 million (US$25.4 million) for the years ended December 31, 2021, 2022 and 2023, respectively, and paid cash to our subsidiaries amounted to RMB32.5 million, RMB92.6 million and RMB554.1 million (US$78.0 million) for the years ended December 31, 2021, 2022 and 2023, respectively.
For the years ended December 31, 2022, 2023 and 2024, our subsidiaries provided loans of RMB77.4 million, RMB5.9 million and nil, respectively, to the Group VIEs, and received repayments of RMB5.2 million, RMB43.3 million and nil, respectively. ​ 5 Table of Contents With respect to other intercompany transactions related to operating activities, our company received cash from our subsidiaries amounted to RMB442.9 million, RMB180.6 million and RMB307.6 million (US$42.1 million) for the years ended December 31, 2022, 2023 and 2024, respectively, and paid cash to our subsidiaries amounted to RMB92.6 million, RMB554.1 million and RMB41.0 million (US$5.6 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
ITEM 3. KEY INFORMATION Contractual Arrangements with the Group VIEs and Their Shareholders Qudian Inc. is a Cayman Islands holding company, and the Group’s operations are primarily conducted by its subsidiaries in China and through contractual arrangements with the Group VIEs.
ITEM 3. KEY INFORMATION Contractual Arrangements with the Group VIEs and Their Shareholders Qudian Inc. is a Cayman Islands holding company, and a substantial portion of the Group’s assets are held through contractual arrangements with the Group VIEs.
We cannot guarantee that our share repurchase program will enhance long-term shareholder value, and it may fail to deliver the intended benefits. In January 2020, we announced a share repurchase program, under which we may repurchase up to US$500 million worth of our outstanding ADSs/or ordinary shares over a period of 30 months.
In January 2020, we announced a share repurchase program, under which we may repurchase up to US$500 million worth of our outstanding ADSs/or ordinary shares over a period of 30 months.
Additionally, there may be increasing scope for divergence in the application, interpretation and enforcement of the data protection law as between the U.K. and the European Union, which subsequently creates a potential risk of non-compliance in respect of the evolving applicable laws and regulations.
Additionally, there may be increasing scope for divergence in the application, interpretation and enforcement of the data protection law as between the U.K. and the European Union, which subsequently creates a potential risk of non-compliance in respect of the evolving applicable laws and regulations. 16 Table of Contents Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with non-compliance.
There is a significant risk that we will be classified as a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors. The determination of whether we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time.
The determination of whether we are a passive foreign investment company, or PFIC, is made on an annual basis and will depend on the composition of our income and assets from time to time.
Taxation.” Financial Schedules Related to the Group VIEs The tables set forth below the condensed consolidated schedule depicting the results of operations, the financial position and cash flows that disclose the financial information for Qudian Inc., or the Parent Company, the financial information for the subsidiaries of the Parent Company that are not the Group VIEs, the financial information for the Group VIEs, the eliminating adjustments between our Company and the Group VIEs and the consolidated results. ​ ​ 6 Table of Contents Condensed Consolidated Schedule of Results of Operation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated ​ ​ (RMB in thousands) ​ (RMB in thousands) ​ (RMB in thousands) Third-party revenues — 550,886 1,591,171 (488,014) 1,654,043 — 276 577,217 — 577,493 — 105,226 47,771 (26,659) 126,338 Intra-Group revenues (1) — 648 9,541 (10,189) — — 128 785 (913) — — — — — ​ — Total revenues — 551,534 1,600,712 (498,203) 1,654,043 — 404 578,002 (913) 577,493 — 105,226 47,771 (26,659) 126,338 Third-party costs and expenses (45,318) (99,247) (947,955) 81,878 (1,010,642) (50,254) (7,346) (966,669) 23,834 (1,000,435) (24,006) (285,797) (204,295) 28,836 (485,262) Intra-Group costs and expenses (1) — (490,060) (648) 490,708 — — (913) — 913 — — (3,131) (1) 3,132 — Total costs and expenses (45,318) (589,307) (948,603) 572,586 (1,010,642) (50,254) (8,259) (966,669) 24,747 (1,000,435) (24,006) (288,928) (204,296) 31,968 (485,262) Operating gain/(loss) (45,318) (37,773) 652,109 74,383 643,401 (50,254) (7,855) (388,667) 23,834 (422,942) (24,006) (183,702) (156,525) 5,309 (358,924) Income (loss) from non-operations (5,128) (194,327) 216,364 (74,383) (57,474) 8,834 (91,174) 167,065 (23,835) 60,890 132,769 (57,035) 327,633 (5,309) 398,058 Share of loss in subsidiaries (292,444) — ​ — ​ 292,444 — (121,865) ​ — — ​ 121,865 — (244,412) — — 244,412 — Contractual interests in VIEs and VIEs’ subsidiaries (3) 931,964 — ​ — ​ (931,964) — (198,679) ​ — — ​ 198,679 — 174,783 — — (174,783) — Net income/(loss) 589,074 (232,100) 868,473 (639,520) 585,927 (361,964) (99,029) (221,602) 320,543 (362,052) 39,134 (240,737) 171,108 69,629 39,134 ​ ​ 7 Table of Contents Condensed Consolidated Schedule of Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated ​ ​ (RMB in thousands) ​ (RMB in thousands) ​ (RMB in thousands) Cash and cash equivalents 558,272 123,342 1,383,881 — 2,065,495 559,373 230,325 2,696,678 — 3,486,376 413,318 1,942,756 4,851,270 — 7,207,344 Restricted cash — 158,332 19,593 — 177,925 — 10,479 75,893 — 86,372 — 55,795 3,640 ​ — ​ 59,435 Total current assets 758,510 1,909,229 9,787,359 (237,009) 12,218,089 777,311 266,947 10,077,616 (63,348) 11,058,526 492,127 2,981,889 6,682,050 3,880 10,159,946 Investments in subsidiaries (2) 10,850,691 — — (10,850,691) — 10,406,137 — — (10,406,137) — 10,520,531 — — (10,520,531) — Total non-current assets — 105,027 1,744,115 23,895 1,873,037 — 44,263 1,619,592 24,054 1,687,909 — 2,136,690 365,558 (179,998) 2,322,250 Amounts due from Qudian Inc. — — 4,330 (4,330) — — — 3,880 (3,880) — — — 3,880 (3,880) — Amounts due from subsidiaries 1,569,605 — 1,975,679 (3,545,284) — 797,287 — 105,833 (903,120) — 687,538 — 1,112,061 (1,799,599) — Amounts due from VIEs and VIEs’ subsidiaries 25,631 889,898 — (915,529) — 70,882 11,364 — (82,246) — — 344,028 — (344,028) — Amounts due from group companies 1,595,236 889,898 ​ 1,980,009 ​ (4,465,143) — 868,169 ​ 11,364 109,713 ​ (989,246) — 687,538 344,028 1,115,941 (2,147,507) — Total assets 13,204,437 2,904,154 ​ 13,511,483 ​ (15,528,948) 14,091,126 12,051,617 ​ 322,574 11,806,921 ​ (11,434,677) 12,746,435 11,700,196 5,462,607 8,163,549 (12,844,156) 12,482,196 Total current liabilities 2,021 128,276 423,523 (60,303) 493,517 5,024 55,158 584,278 (59,530) 584,930 8,365 559,248 130,226 56,647 754,486 Total non-current liabilities 681,401 — 592,668 (200,000) 1,074,069 — 10 118,783 — 118,793 — 39,720 39 — 39,759 Amounts due to Qudian Inc. — 1,569,605 25,631 (1,595,236) — — 797,287 70,882 (868,169) — — 687,538 — ​ (687,538) ​ — Amounts due to subsidiaries — — 889,898 (889,898) — — — 11,364 (11,364) — — — 344,028 (344,028) — Amounts due to VIEs and VIEs’ subsidiaries 4,330 1,975,679 ​ — (1,980,009) — 3,880 105,833 — (109,713) — 3,880 1,112,061 — (1,115,941) — Amounts due to group companies 4,330 3,545,284 915,529 (4,465,143) — 3,880 903,120 82,246 (989,246) — 3,880 1,799,599 344,028 (2,147,507) — Total liabilities 687,752 3,673,560 1,931,720 (4,725,446) 1,567,586 8,904 958,288 785,307 (1,048,776) 703,723 12,245 2,398,567 474,293 (2,090,860) 794,245 ​ ​ 8 Table of Contents Condensed Consolidated Schedule of C as h Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated ​ ​ (RMB in thousands) ​ (RMB in thousands) ​ (RMB in thousands) Cash flows generated from/(used in) operating activities (11,537) 1,003,060 747,408 (816,866) 922,065 44,844 172,649 (329,949) 373,327 260,871 256,324 (862,595) 1,132,978 (174,687) 352,020 Cash flows (used in)/generated from investing activities (132,143) (927,961) 645,957 167,567 (246,580) 908,576 1,240,565 489,499 (753,811) 1,884,829 29,181 2,685,750 1,449,584 ​ (269,071) ​ 3,895,444 Cash flows generated from/(used in) financing activities (127,088) (108,221) (571,156) 722,273 (84,192) (834,991) (701,934) 575,110 126,824 (834,991) (420,660) (180,631) (111,291) 146,610 (565,972) Effect of exchange rate changes on cash, cash equivalents and restricted cash 15,864 35,984 291 (72,974) (20,835) (117,328) (91,304) (26,408) 253,660 18,620 (10,900) (44,692) (229,017) 297,148 12,539 Net increase/(decrease) in cash, cash equivalents and restricted cash (254,904) 2,862 822,500 — 570,458 1,101 619,976 708,252 — 1,329,329 (146,055) 1,597,832 2,242,254 — 3,694,031 (1) Represents the intra-group transaction charge under a series of commercial agreements among our subsidiaries, the Group VIEs and subsidiaries of the Group VIEs.
Taxation.” Financial Schedules Related to the Group VIEs The tables set forth below the condensed consolidated schedule depicting the results of operations, the financial position and cash flows that disclose the financial information for Qudian Inc., or the Parent Company, the financial information for the subsidiaries of the Parent Company that are not the Group VIEs, the financial information for the Group VIEs, the eliminating adjustments between our Company and the Group VIEs and the consolidated results. ​ ​ 6 Table of Contents Condensed Consolidated Schedule of Results of Operation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated ​ ​ (RMB in thousands) ​ (RMB in thousands) ​ (RMB in thousands) Third-party revenues — 276 577,217 — 577,493 — 105,226 47,771 (26,659) 126,338 — ​ 216,428 ​ — ​ — ​ 216,428 Intra-Group revenues (1) — 128 785 (913) — — — — — — — ​ — ​ — ​ — ​ — Total revenues — 404 578,002 (913) 577,493 — 105,226 47,771 (26,659) 126,338 — ​ 216,428 ​ — ​ — ​ 216,428 Third-party costs and expenses (50,254) (7,346) (966,669) 23,834 (1,000,435) (24,006) (285,797) (204,295) 28,836 (485,262) (43,039) ​ (467,191) ​ (33,948) ​ 2,258 ​ (541,920) Intra-Group costs and expenses (1) — (913) — 913 — — (3,131) (1) 3,132 — — ​ — ​ — ​ — ​ — Other operating incomes/(expenses) ​ — ​ 4,327 ​ 89,114 ​ — ​ 93,441 ​ — ​ 930 ​ 26,932 ​ 53 ​ 27,915 ​ — ​ 384,566 ​ (367,222) ​ — ​ 17,344 Total costs and expenses (50,254) (3,932) (877,555) 24,747 (906,994) (24,006) (287,998) (177,364) 32,021 (457,347) (43,039) ​ (82,625) ​ (401,170) ​ 2,258 ​ (524,576) Operating gain/(loss) (50,254) (3,528) (299,553) 23,834 (329,501) (24,006) (182,772) (129,593) 5,362 (331,009) (43,039) ​ 133,803 ​ (401,170) ​ 2,258 ​ (308,148) Income/(loss) from non-operations 8,834 (95,501) 77,951 (23,835) (32,551) 132,769 (57,965) 300,701 (5,362) 370,143 234,930 ​ 212,431 ​ (47,482) ​ — ​ 399,879 Share of gain/(loss) in subsidiaries (121,865) — ​ — ​ 121,865 — (244,412) ​ — — ​ 244,412 — 346,234 ​ — ​ — ​ (346,234) ​ — Contractual interests in VIEs and VIEs’ subsidiaries (3) (198,679) — ​ — ​ 198,679 — 174,783 ​ — — ​ (174,783) — (446,394) ​ — ​ — ​ 446,394 ​ — Net income/(loss) (361,964) (99,029) (221,602) 320,543 (362,052) 39,134 (240,737) 171,108 69,629 39,134 91,731 ​ 346,234 ​ (448,652) ​ 102,418 ​ 91,731 ​ ​ 7 Table of Contents Condensed Consolidated Schedule of Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated ​ ​ (RMB in thousands) ​ (RMB in thousands) ​ (RMB in thousands) Cash and cash equivalents 559,373 ​ 230,325 ​ 2,696,678 ​ — ​ 3,486,376 ​ 413,318 ​ 1,942,756 ​ 4,851,270 ​ — ​ 7,207,344 ​ 305,194 ​ 1,770,124 ​ 2,187,994 ​ — ​ 4,263,312 Restricted cash — ​ 10,479 ​ 75,893 ​ — ​ 86,372 ​ — ​ 55,795 ​ 3,640 ​ — ​ 59,435 ​ — ​ 38,187 ​ 743,000 ​ — ​ 781,187 Total current assets 777,311 ​ 266,947 ​ 10,077,616 ​ (63,348) ​ 11,058,526 ​ 492,127 ​ 2,981,889 ​ 6,682,050 ​ 3,880 ​ 10,159,946 ​ 1,383,409 ​ 4,658,544 ​ 4,093,690 ​ 3,879 ​ 10,139,522 Investments in subsidiaries (2) 10,406,137 ​ — ​ — ​ (10,406,137) ​ — ​ 10,520,531 ​ — ​ — ​ (10,520,531) ​ — ​ 10,211,097 ​ — ​ — ​ (10,211,097) ​ — Total non-current assets — ​ 44,263 ​ 1,619,592 ​ 24,054 ​ 1,687,909 ​ — ​ 2,136,690 ​ 365,558 ​ (179,998) ​ 2,322,250 ​ — ​ 2,200,737 ​ 2,623,968 ​ (2,500,000) ​ 2,324,705 Amounts due from Qudian Inc. — ​ — ​ 3,880 ​ (3,880) ​ — ​ — ​ — ​ 3,880 ​ (3,880) ​ — ​ — ​ — ​ 3,880 ​ (3,880) ​ — Amounts due from subsidiaries 797,287 ​ — ​ 105,833 ​ (903,120) ​ — ​ 687,538 ​ — ​ 1,112,061 ​ (1,799,599) ​ — ​ 440,260 ​ — ​ 488,678 ​ (928,938) ​ — Amounts due from VIEs and VIEs’ subsidiaries 70,882 ​ 11,364 ​ — ​ (82,246) ​ — ​ — ​ 344,028 ​ — ​ (344,028) ​ — ​ — ​ 7,116 ​ — ​ (7,116) ​ — Amounts due from group companies 868,169 ​ 11,364 ​ 109,713 ​ (989,246) ​ — ​ 687,538 ​ 344,028 ​ 1,115,941 ​ (2,147,507) ​ — ​ 440,260 ​ 7,116 ​ 492,558 ​ (939,934) ​ — Total assets 12,051,617 ​ 322,574 ​ 11,806,921 ​ (11,434,677) ​ 12,746,435 ​ 11,700,196 ​ 5,462,607 ​ 8,163,549 ​ (12,844,156) ​ 12,482,196 ​ 12,034,766 ​ 6,866,397 ​ 7,210,216 ​ (13,647,152) ​ 12,464,227 Total current liabilities 5,024 ​ 55,158 ​ 584,278 ​ (59,530) ​ 584,930 ​ 8,365 ​ 559,248 ​ 130,226 ​ 56,647 ​ 754,486 ​ 739,456 ​ 372,724 ​ 1,190 ​ 10,722 ​ 1,124,092 Total non-current liabilities — ​ 10 ​ 118,783 ​ — ​ 118,793 ​ — ​ 39,720 ​ 39 ​ — ​ 39,759 ​ — ​ 48,706 ​ — ​ — ​ 48,706 Amounts due to Qudian Inc. — ​ 797,287 ​ 70,882 ​ (868,169) ​ — ​ — ​ 687,538 ​ — ​ (687,538) ​ — ​ — ​ 440,260 ​ — ​ (440,260) ​ — Amounts due to subsidiaries — ​ — ​ 11,364 ​ (11,364) ​ — ​ — ​ — ​ 344,028 ​ (344,028) ​ — ​ — ​ — ​ 7,116 ​ (7,116) ​ — Amounts due to VIEs and VIEs’ subsidiaries 3,880 ​ 105,833 ​ — ​ (109,713) ​ — ​ 3,880 ​ 1,112,061 ​ — ​ (1,115,941) ​ — ​ 3,880 ​ 488,678 ​ — ​ (492,558) ​ — Amounts due to group companies 3,880 ​ 903,120 ​ 82,246 ​ (989,246) ​ — ​ 3,880 ​ 1,799,599 ​ 344,028 ​ (2,147,507) ​ — ​ 3,880 ​ 928,938 ​ 7,116 ​ (939,934) ​ — Total liabilities 8,904 ​ 958,288 ​ 785,307 ​ (1,048,776) ​ 703,723 ​ 12,245 ​ 2,398,567 ​ 474,293 ​ (2,090,860) ​ 794,245 ​ 743,336 ​ 1,350,368 ​ 8,306 ​ (929,212) ​ 1,172,798 ​ ​ 8 Table of Contents Condensed Consolidated Schedule of C as h Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated Parent Company Subsidiaries of Parent Company Group VIEs Elimination Consolidated ​ ​ (RMB in thousands) ​ (RMB in thousands) ​ (RMB in thousands) Cash flows generated from/(used in) operating activities 44,844 ​ 172,649 ​ (329,949) ​ 373,327 ​ 260,871 ​ 256,324 ​ (862,595) ​ 1,132,978 ​ (174,687) ​ 352,020 ​ 191,117 ​ 936,222 ​ (1,349,176) ​ 110,837 ​ (111,000) Cash flows (used in)/generated from investing activities 908,576 ​ 1,240,565 ​ 489,499 ​ (753,811) ​ 1,884,829 ​ 29,181 ​ 2,685,750 ​ 1,449,584 ​ (269,071) ​ 3,895,444 ​ (523,284) ​ (1,128,141) ​ (561,586) ​ (131,356) ​ (2,344,367) Cash flows generated from/(used in) financing activities (834,991) ​ (701,934) ​ 575,110 ​ 126,824 ​ (834,991) ​ (420,660) ​ (180,631) ​ (111,291) ​ 146,610 ​ (565,972) ​ 186,844 ​ 208,955 ​ (156,112) ​ (52,843) ​ 186,844 Effect of exchange rate changes on cash, cash equivalents and restricted cash (117,328) ​ (91,304) ​ (26,408) ​ 253,660 ​ 18,620 ​ (10,900) ​ (44,692) ​ (229,017) ​ 297,148 ​ 12,539 ​ 37,199 ​ (207,275) ​ 142,957 ​ 73,362 ​ 46,243 Net increase/(decrease) in cash, cash equivalents and restricted cash 1,101 ​ 619,976 ​ 708,252 ​ — ​ 1,329,329 ​ (146,055) ​ 1,597,832 ​ 2,242,254 ​ — ​ 3,694,031 ​ (108,124) ​ (190,239) ​ (1,923,917) ​ — ​ (2,222,280) (1) Represents the intra-group transaction charge under a series of commercial agreements among our subsidiaries, the Group VIEs and subsidiaries of the Group VIEs.
In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As of December 31, 2023, our management has concluded that our internal control over financial reporting is effective. See “Item 15.
In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.
As a result, the Group’s business and results of operations may be materially and adversely affected. 24 Table of Contents We may continue to repurchase our shares, and such repurchases may be at prices that exceed the trading price of our ADSs.
As a result, the Group’s business and results of operations may be materially and adversely affected. We may continue to repurchase our shares, and such repurchases may be at prices that exceed the trading price of our ADSs. We cannot guarantee that our share repurchase program will enhance long-term shareholder value, and it may fail to deliver the intended benefits.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general.
Our PRC subsidiaries and the Group VIEs are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.
Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis.
If any infringement claims are brought against the Group, the Group may be forced to divert management’s time and other resources from its business and operations to defend against these claims, regardless of their merits. 24 Table of Contents Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis.
Any failure of the Group’s efforts to pursue new business opportunities could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations. In addition, if the Group is unable to identity suitable new business opportunity to pursue, the Group may not be able to continue its business.
Any failure of the Group’s efforts to pursue new business opportunities could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.
Political tensions between the United States and China have escalated in recent years due to, among other things, ● the trade war between the two countries since 2018; ● the COVID-19 pandemic; ● the PRC National People’s Congress’ passage of Hong Kong national security legislation; ● the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government; ● various executive orders issued by the U.S. government, which include, among others, ● the executive order issued in August 2020, as supplemented and amended from time to time, that prohibits certain transactions with ByteDance Ltd., Tencent Holdings Ltd. and the respective subsidiaries of such companies; ● the executive order issued in November 2020, as supplemented and amended from time to time, including, among others, by an executive order issued in June 2021, that prohibits U.S. persons from transacting publicly traded securities of certain Chinese companies named in such executive order; ● the executive order issued in January 2021, as supplemented and amended from time to time, that prohibits such transactions as are identified by the U.S.
Political tensions between the United States and China have escalated in recent years due to, among other things, the trade war between the two countries since 2018, the COVID-19 outbreak, the PRC National People’s Congress’ passage of Hong Kong national security legislation, the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government, various executive orders issued by U.S.
The Group’s international operations are subject to a variety of legal, regulatory, political and economic risks. The Group currently operates last-mile delivery services in Australia and New Zealand. The Group’s international operations are significant to its revenues and profits, and it plans to further expand internationally.
The Group’s international operations are subject to a variety of legal, regulatory, political and economic risks. The Group currently has warehouses in Australia and New Zealand for its last-mile delivery services in these jurisdictions. In addition, the Group is also exploring new business opportunities internationally.
On December 28, 2021, the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022.
On June 10, 2021, the SCNPC promulgated the Data Security Law to regulate data processing activities and security supervision in the PRC, which took effect in September 2021. 44 Table of Contents On December 28, 2021, the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022.
The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China.
In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China.
As of the date of this annual report, we have not received any notice from any authorities identifying us as a CIIO or requiring us to go through cybersecurity review or network data security review by the CAC.
However, the Network Data Security Regulations remain unclear on how it will be interpreted, amended and implemented by the relevant PRC governmental authorities, and it remains uncertain how PRC governmental authorities will regulate overseas listings in general and how we will be affected.As of the date of this annual report, we have not received any notice from any authorities identifying us as a CIIO or requiring us to go through cybersecurity review or network data security review by the CAC.
If present Chinese and global economic uncertainties persist, the Group may have difficulty in exploring new business opportunities. Adverse economic conditions could also reduce the number of consumers seeking services or products from the Group. Should any of these situations occur, the Group’s business and financial condition will be negatively impacted.
See “⸺ We could be adversely affected by political tensions between the United States and China” for further details. If present Chinese and global economic uncertainties persist, the Group may have difficulty in exploring new business opportunities. Adverse economic conditions could also reduce the number of consumers seeking services or products from the Group.
These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.
These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. 15 Table of Contents In Australia, the collection, use, and disclosure of personal data are regulated by the Privacy Act 1988 (Cth), along with other relevant laws and regulations at both the federal and state levels (together referred to as “Data Protection Laws”).
There may also be new entrants emerging in each of the jurisdictions that the Group operates in. These market players compete to attract, engage and retain consumers and merchants. These market players may have greater financial, technological, research and development, marketing, distribution, and other resources than the Group does.
Specifically, there are multiple existing market players that offer last-mile delivery service in the jurisdictions where the Group operates. There may also be new entrants emerging in each of the jurisdictions that the Group operates in. These market players compete to attract, engage and retain consumers and merchants.
See “⸺Privacy concerns relating to the Group’s products and services and the use of confidential information could damage our reputation, deter current and potential users and customers from using the Group’s products and services” for further details relating to data security and data protection. 16 Table of Contents All of these evolving compliance and operational requirements impose significant costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants, which are likely to increase over time.
See “⸺Privacy concerns relating to the Group’s products and services and the use of confidential information could damage our reputation, deter current and potential users and customers from using the Group’s products and services” for further details relating to data security and data protection.
Certain of our subsidiaries, the Group VIEs and their subsidiaries did not have any retained earnings available for distribution in the form of dividends as of December 31, 2023. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.
In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary. Furthermore, we intend to reinvest our undistributed earnings from our operating subsidiaries in the PRC to fund future operations.
Public Company Accounting Oversight Board was unable to inspect and investigate completely before 2022 and, as such, our investors have been deprived of the benefits of such inspections in the past, and may be deprived of the benefits of such inspections in the future.” In January 2021, after reversing its own delisting decision, the NYSE ultimately resolved to delist China Mobile, China Unicom and China Telecom in compliance with the executive order issued in November 2020, after receiving additional guidance from the U.S.
In January 2021, after reversing its own delisting decision, the NYSE ultimately resolved to delist China Mobile, China Unicom and China Telecom in compliance with the executive order issued in November 2020, after receiving additional guidance from the U.S. Department of Treasury and its Office of Foreign Assets Control.
Secoo is a large online integrated upscale products and services platform. As of March 31, 2024, we had sold substantially all of the equity interests we previously held in Secoo.
We purchased 10,204,082 Class A ordinary shares issued by Secoo Holding Limited (NASDAQ: SECO), or Secoo, for an aggregate consideration of US$100 million in June 2020. Secoo is a large online integrated upscale products and services platform. As of March 31, 2025, we had sold substantially all of the equity interests we previously held in Secoo.
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). The calculation of the value of our assets will be based, in part, on the quarterly market value of our ADSs, which is subject to change.
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). In addition, cash and other assets readily convertible into cash are generally considered passive assets. See “Item 10. Additional Information⸺E.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We have the power to direct the activities that most significantly impact the economic performance of the Group VIEs and provide us with economic benefits of each Group VIE through a series of contractual arrangements with such Group VIE, its shareholders and Ganzhou Qufenqi, as described in more detail below, which collectively enables us to: ● exercise power to direct the activities that most significantly impact the economic performance of each of the Group VIEs and its subsidiaries; ● receive substantially all the economic benefits of each of the Group VIEs; 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 each of the Group VIEs when and to the extent permitted by PRC law. 77 Table of Contents In addition, pursuant to the resolutions of the board of directors of Qudian Inc. and/or the resolutions of all shareholders of Qudian Inc., the board of directors of Qudian Inc. or any officer authorized by such board shall cause Ganzhou Qufenqi to exercise its rights under the power of attorney agreements entered into among Ganzhou Qufenqi, each of the Group VIEs and the nominee shareholders of each of the Group VIEs and the rights of Ganzhou Qufenqi under the exclusive call option agreement between Ganzhou Qufenqi and each of the Group VIEs.
We have the power to direct the activities that most significantly impact the economic performance of the Group VIEs and provide us with economic benefits of each Group VIE through a series of contractual arrangements with such Group VIE, its shareholders and Ganzhou Qufenqi, as described in more detail below, which collectively enables us to: ● exercise power to direct the activities that most significantly impact the economic performance of each of the Group VIEs and its subsidiaries; ● receive substantially all the economic benefits of each of the Group VIEs; 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 each of the Group VIEs when and to the extent permitted by PRC law. 76 Table of Contents In addition, pursuant to the resolutions of the board of directors of Qudian Inc. and/or the resolutions of all shareholders of Qudian Inc., the board of directors of Qudian Inc. or any officer authorized by such board shall cause Ganzhou Qufenqi to exercise its rights under the power of attorney agreements entered into among Ganzhou Qufenqi, each of the Group VIEs and the nominee shareholders of each of the Group VIEs and the rights of Ganzhou Qufenqi under the exclusive call option agreement between Ganzhou Qufenqi and each of the Group VIEs.
On June 30, 2023, Xiamen Happy Time Technology Co., Ltd. entered into an investment agreement with Xiamen Qudian to obtain control over Xiamen Qudian. The Company continued to consolidate Xiamen Qudian in 2023. (5) Main subsidiaries of Xiamen Qudian include Xiamen Qudian Financial Lease Co., Ltd. and F&H EXPRESS PTY LTD.
On June 30, 2023, Xiamen Happy Time Technology Co., Ltd. entered into an investment agreement with Xiamen Qudian to obtain control over Xiamen Qudian. The Company continued to consolidate Xiamen Qudian in 2024. (5) Main subsidiaries of Xiamen Qudian include Xiamen Qudian Financial Lease Ltd. and F&H EXPRESS PTY LTD.
Risk Factors⸺Risks Related to Our Corporate Structure.” The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Ganzhou Qufenqi, the applicable Group VIEs, and their respective shareholders. 78 Table of Contents Equity Interest Pledge Agreements Pursuant to the equity interest pledge agreements, the shareholders of the Group VIEs have pledged all of their equity interest in the Group VIEs as a continuing first priority security interest, as applicable, to respectively guarantee the Group VIEs and their shareholders’ performance of their obligations under the relevant contractual arrangements, which include the exclusive business cooperation agreements, exclusive call option agreements and power of attorney agreements.
Risk Factors⸺Risks Related to Our Corporate Structure.” The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Ganzhou Qufenqi, the applicable Group VIEs, and their respective shareholders. 77 Table of Contents Equity Interest Pledge Agreements Pursuant to the equity interest pledge agreements, the shareholders of the Group VIEs have pledged all of their equity interest in the Group VIEs as a continuing first priority security interest, as applicable, to respectively guarantee the Group VIEs and their shareholders’ performance of their obligations under the relevant contractual arrangements, which include the exclusive business cooperation agreements, exclusive call option agreements and power of attorney agreements.
In November 2016, we incorporated Qudian Inc. under the laws of the Cayman Islands as our offshore holding company, and subsequently, we established a wholly-owned subsidiary in the British Virgin Islands, QD Technology Limited, in November 2016, and a wholly-owned subsidiary in Hong Kong, QD Data Limited, to be our intermediate holding company in December 2016, to facilitate our initial public offering in the United States.
In November 2016, we incorporated Qudian Inc. under the laws of the Cayman Islands as our offshore holding company, and subsequently, we established a wholly-owned subsidiary in the British Virgin Islands, QD Technologies Limited, in November 2016, and a wholly-owned subsidiary in Hong Kong, QD Data Limited, to be our intermediate holding company in December 2016, to facilitate our initial public offering in the United States.
Licenses and Permissions Requirements The below table sets forth material permissions and/or licenses the Group has obtained for its operations in China as of March 31, 2024. The Group has received all material permissions that are, or may be, required for its operations in China, and no material permission has been denied from the Group by relevant authorities in China.
Licenses and Permissions Requirements The below table sets forth material permissions and/or licenses the Group has obtained for its operations in China as of March 31, 2025. The Group has received all material permissions that are, or may be, required for its operations in China, and no material permission has been denied from the Group by relevant authorities in China.
The Group was also granted 117 copyrights that corresponding to the Group’s proprietary techniques in connection with its systems. 55 Table of Contents Insurance The Group provides social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for its employees.
The Group was also granted 118 copyrights that corresponding to the Group’s proprietary techniques in connection with its systems. 55 Table of Contents Insurance The Group provides social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for its employees.
On June 30, 2023, Xiamen Happy Time Technology Co., Ltd. entered into an investment agreement with Xiamen Qudian to obtain control over Xiamen Qudian. We continued to consolidate Xiamen Qudian in 2023 and we currently conduct business in China mainly through Xiamen Quadian and its subsidiaries.
On June 30, 2023, Xiamen Happy Time Technology Co., Ltd. entered into an investment agreement with Xiamen Qudian to obtain control over Xiamen Qudian. We continued to consolidate Xiamen Qudian in 2024 and we currently conduct business in China mainly through Xiamen Qudian and its subsidiaries.
Because these laws and regulations have continued to develop and evolve rapidly, it is possible that the Group may not be, or may not have been, compliant with each such applicable law or regulation. ​ 75 Table of Contents C.
Because these laws and regulations have continued to develop and evolve rapidly, it is possible that the Group may not be, or may not have been, compliant with each such applicable law or regulation. 74 Table of Contents C.
The costs of compliance with, and other burdens imposed by, Cybersecurity Law and any other cybersecurity, data security and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.
The costs of compliance with, and other burdens imposed by, Cybersecurity Law, the Network Data Security Regulations and any other cybersecurity, data security and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.
A domain name applicant will become the domain name holder upon the completion of the application procedure. 65 Table of Contents Regulations Related to Employment On June 29, 2007, the SCNPC, adopted the Employment Contract Law, or ECL, which became effective as of January 1, 2008 and was revised in 2012.
A domain name applicant will become the domain name holder upon the completion of the application procedure. Regulations Related to Employment On June 29, 2007, the SCNPC, adopted the Employment Contract Law, or ECL, which became effective as of January 1, 2008 and was revised in 2012.
According to the Administrative Regulations on Foreign-invested Telecommunications Enterprises issued by the State Council on December 11, 2001 and amended on September 10, 2008 and February 6, 2016 respectively, foreign-invested value-added telecommunications enterprises must be in the form of a Sino-foreign equity joint venture.
According to the Administrative Regulations on Foreign-invested Telecommunications Enterprises issued by the State Council on December 11, 2001 and amended on September 10, 2008, February 6, 2016 and March 3, 2022 respectively, foreign-invested value-added telecommunications enterprises must be in the form of a Sino-foreign equity joint venture.
Violation against such requirements would constitute a direct violation of both Provisional Regulations on Enterprise Information Disclosure and Measures for Penalties for Infringement upon Rights and Interests of Consumers and would be punished severely. 72 Table of Contents The customs declaration, clearance and inspection procedures for goods and articles are different.
Violation against such requirements would constitute a direct violation of both Provisional Regulations on Enterprise Information Disclosure and Measures for Penalties for Infringement upon Rights and Interests of Consumers and would be punished severely. The customs declaration, clearance and inspection procedures for goods and articles are different.
In September 2000, the State Council issued the Administrative Measures on Internet Information Services, which was amended in January 2011. Internet information service is a kind of information service categorized as a VATS in the current Telecom Catalog attached to the Telecommunications Regulation as most recently updated in December 2019.
In September 2000, the State Council issued the Administrative Measures on Internet Information Services, which was last amended in January 2025. Internet information service is a kind of information service categorized as a VATS in the current Telecom Catalog attached to the Telecommunications Regulation as most recently updated in December 2019.
According to current foreign trade laws, the Ministry of Commerce and its competent local branches are the authorized bodies to conduct qualification filings and registrations for foreign trade business operators. The Customs Law requires that importers and exporters make true declarations of their goods and technologies to customs.
According to current foreign trade laws, the Ministry of Commerce and its competent local branches are the authorized bodies to conduct qualification filings and registrations for foreign trade business operators. 71 Table of Contents The Customs Law requires that importers and exporters make true declarations of their goods and technologies to customs.
Organizational Structure The following diagram illustrates the Group’s organizational structure, and the place of formation, ownership interest and affiliation of each of our principal subsidiaries and affiliated entities as of December 31, 2023.
Organizational Structure The following diagram illustrates the Group’s organizational structure, and the place of formation, ownership interest and affiliation of each of our principal subsidiaries and affiliated entities as of December 31, 2024.
For import and export commodities not listed in the Customers Catalog, the commodity inspection authorities may conduct random inspections pursuant to the Measures for the Administration of Random Inspection of Import and Export Commodities, issued as of December 31, 2002 and amended as of April 28, 2018.
For import and export commodities not listed in the Customers Catalog, the commodity inspection authorities may conduct random inspections pursuant to the Measures for the Administration of Random Inspection of Import and Export Commodities, issued as of December 31, 2002 and amended on April 28, 2018 and May 15, 2023.
The entire equity interest of Ganzhou Qufenqi was transferred from its former holding company to QD Data Limited. As a result of the restructuring in 2016, we hold equity interest in Ganzhou Qufenqi through our current offshore structure. At the same time, Ganzhou Qufenqi entered into a series of contractual arrangements with Beijing Happy Time and its shareholders.
The entire equity interest of Ganzhou Qufenqi was transferred from its former holding company to QD Data Limited. As a result of the restructuring in 2016, we hold equity interest in Ganzhou Qufenqi through our current offshore structure. At the same time, Ganzhou Qufenqi entered into a series of contractual arrangements with Xiamen Quxianxiang and its shareholders.
Exclusive Business Cooperation Agreements Under the exclusive business cooperation agreements, Ganzhou Qufenqi has the exclusive right to provide the Group VIEs and their subsidiaries that generate substantial income, including Ganzhou Happy Fenqi, or the profitable Group VIEs and their subsidiaries, with technical support, consulting services and other services.
Exclusive Business Cooperation Agreements Under the exclusive business cooperation agreements, Ganzhou Qufenqi has the exclusive right to provide the Group VIEs and their subsidiaries that generate substantial income or the profitable Group VIEs and their subsidiaries, with technical support, consulting services and other services.
In September 2020, the ICP license of Beijing Happy Time expired and we did not renew such license due to adjustments to our business structure. In addition, Xiamen Wanlimu Growth has obtained the ICP license for provision of Internet information services issued by Fujian Telecommunication Administration in January 2021.
In September 2020, the ICP license of Xiamen Quxianxiang expired and we did not renew such license due to adjustments to our business structure. In addition, Xiamen Wanlimu Growth has obtained the ICP license for provision of Internet information services issued by Fujian Telecommunication Administration in January 2021.
Lianzhu Lv, our head of user experience department, are the only shareholders of Ganzhou Qudian. We believe such shareholding structure will enhance our administrative efficiency and reduce uncertainties associated with the enforcement of the relevant contractual arrangements entered into with the Group VIE and its shareholders.
Lianzhu Lv, our head of user experience department, are the only shareholders of Xiamen Lexiang. We believe such shareholding structure will enhance our administrative efficiency and reduce uncertainties associated with the enforcement of the relevant contractual arrangements entered into with the Group VIE and its shareholders.
Min Luo in October 2020. However, the parties eventually decided not to proceed with this transaction. (b) Tianjin Happy Share was established in connection with the share incentive plan of Beijing Happy Time adopted in 2015. Tianjin Happy Share is a limited partnership established under the laws of PRC.
Min Luo in October 2020. However, the parties eventually decided not to proceed with this transaction. (b) Tianjin Happy Share was established in connection with the share incentive plan of Xiamen Quxianxiang adopted in 2015. Tianjin Happy Share is a limited partnership established under the laws of PRC.
As a result of these resolutions and the provision of unlimited financial support from the Company to Beijing Happy Time, Qudian Inc. has been determined to be most closely associated with Beijing Happy Time within the group of related parties and was considered to be the primary beneficiary of Beijing Happy Time and its subsidiaries for accounting purposes.
As a result of these resolutions and the provision of unlimited financial support from the Company to Xiamen Quxianxiang, Qudian Inc. has been determined to be most closely associated with Xiamen Quxianxiang within the group of related parties and was considered to be the primary beneficiary of Xiamen Quxianxiang and its subsidiaries for accounting purposes.
The relationships between (i) each of Ganzhou Qudian and Beijing Happy Time and (ii) Ganzhou Qufenqi are governed by contractual arrangements and do not constitute equity ownership. (1) Investors in our ADSs hold equity interest in Qudian Inc., which does not conduct operations. (2) Mr. Min Luo, our founder, chairman and chief executive officer, and Mr.
The relationships between (i) each of Xiamen Lexiang and Xiamen Quxianxiang and (ii) Ganzhou Qufenqi are governed by contractual arrangements and do not constitute equity ownership. (1) Investors in our ADSs hold equity interest in Qudian Inc., which does not conduct operations. (2) Mr. Min Luo, our founder, chairman and chief executive officer, and Mr.
The Implementing Rules of the Enterprise Income Tax Law, which took effect on January 1, 2008 and were last amended on April 23, 2019, further define the term “de facto management body” as the management body that exercises substantial and overall management and control over the production and operations, personnel, accounts and properties of an enterprise.
The Implementing Rules of the Enterprise Income Tax Law, which took effect on January 1, 2008 and were last amended on December 6, 2024, further define the term “de facto management body” as the management body that exercises substantial and overall management and control over the production and operations, personnel, accounts and properties of an enterprise.
According to the Administrative Measures on Telecommunications Business Operating Licenses, the ICP license has a term of five years and can be renewed within 90 days before expiration. ​ 58 Table of Contents Beijing Happy Time, one of the Group VIEs, had obtained ICP licenses for provision of commercial Internet information services issued by Beijing Telecommunication Administration in February 2019.
According to the Administrative Measures on Telecommunications Business Operating Licenses, the ICP license has a term of five years and can be renewed within 90 days before expiration. Xiamen Quxianxiang, one of the Group VIEs, had obtained ICP licenses for provision of commercial Internet information services issued by Beijing Telecommunication Administration in February 2019.
As of March 31, 2024, the Group had a fleet of three aircrafts. The aircraft leasing business is still at the initial stage and has not reached a meaningful scale as of the date of this annual report. The Group plans to continue developing this business.
As of March 31, 2025, the Group had two aircrafts. The aircraft leasing business is still at the initial stage and has not reached a meaningful scale as of the date of this annual report. The Group plans to continue developing this business.
In addition, rules and regulations in China can change quickly with little advance notice.” Company Name Company Status Name of Permission/License Governing Government Authority Beijing Happy Time Technology Development Co., Ltd.( 北京快乐时代科技发展有限公司 ) ​ Group VIE ​ Business License ​ Administration for Market Regulation Haidian District of Beijing City ​ ​ ​ ​ ​ ​ ​ Qufenqi (Ganzhou) Information Technology Co., Ltd.( 趣分期 （ 赣州 ） 信息技术有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Ganzhou City ​ ​ ​ ​ ​ ​ ​ Xiamen Happy Time Technology Co., Ltd.( 厦门快乐时代科技有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Xiamen City ​ ​ ​ ​ ​ ​ ​ Xiamen Qudian Financial Lease Ltd.( 厦门趣店融资租赁有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Xiamen City ​ ​ ​ ​ ​ ​ ​ Ganzhou Qudian Technology Co., Ltd.( 赣州趣店科技有限公司 ) ​ Group VIE ​ Business License ​ Administrative Examination and Approval Bureau of Ganzhou Economic Technological Development Zone ​ ​ ​ ​ ​ ​ ​ Xiamen Qudian Technology Co., Ltd.( 厦门趣店科技有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Xiamen City ​ ​ ​ ​ ​ ​ ​ Ganzhou Happy Fenqi Network Service Co., Ltd.( 赣州快乐分期网络服务有限公司 ) ​ Subsidiary of a Group VIE ​ Business License ​ Administration for Market Regulation of Ganzhou City ​ Regulation Regulations Related to the Group’s Operations in the PRC The following is a summary of the most significant rules and regulations that affect the Group’s business activities in China or the rights of our shareholders to receive dividends and other distributions from the Group. 56 Table of Contents Regulation Related to Foreign Investment Restrictions The 2019 Law of Foreign Investment was adopted at the second meeting of the thirteenth National People’s Congress on March 15, 2019, which became effective on January 1, 2020.
In addition, rules and regulations in China can change quickly with little advance notice.” Company Name Company Status Name of Permission/License Governing Government Authority Xiamen Quxianxiang Time Technology Co., Ltd., formerly known as Beijing Happy Time Technology Development Co., Ltd.( 厦门趣先享时代科技有限公司 ) ​ Group VIE ​ Business License ​ Administration for Market Regulation Tong’an District of Xiamen City ​ ​ ​ ​ ​ ​ ​ Qufenqi (Ganzhou) Information Technology Co., Ltd.( 趣分期（赣州）信息技术有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Ganzhou City ​ ​ ​ ​ ​ ​ ​ Xiamen Happy Time Technology Co., Ltd.( 厦门快乐时代科技有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Xiamen City ​ ​ ​ ​ ​ ​ ​ Xiamen Qudian Financial Lease Ltd.( 厦门趣店融资租赁有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Xiamen City ​ ​ ​ ​ ​ ​ ​ Xiamen Lexiang Time Technology Co., Ltd., formerly known as Ganzhou Qudian Technology Co., Ltd.( 厦门乐享时代科技有限公司 ) ​ Group VIE ​ Business License ​ Administration for Market Regulation Tong’an District of Xiamen City ​ ​ ​ ​ ​ ​ ​ Xiamen Qudian Technology Co., Ltd.( 厦门趣店科技有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation Tong’an District of Xiamen City ​ Regulation Regulations Related to the Group’s Operations in the PRC The following is a summary of the most significant rules and regulations that affect the Group’s business activities in China or the rights of our shareholders to receive dividends and other distributions from the Group. 56 Table of Contents Regulation Related to Foreign Investment Restrictions The 2019 Law of Foreign Investment was adopted at the second meeting of the thirteenth National People’s Congress on March 15, 2019, which became effective on January 1, 2020.
The Special Administrative Measures for Access of Foreign Investment (Negative List) ( 2021 Edition), or the List, which was promulgated jointly by the MOFCOM and the NDRC on December 27, 2021 and became effective on January 1, 2022, and replaced the Special Administrative Measures for Access of Foreign Investment (Negative List) (2020 Edition), has listed the special administrative measures for foreign investment in certain industries in the PRC, including requirements on ownership percentage, senior management and etc.
The Special Administrative Measures for Access of Foreign Investment (Negative List) (2024 Edition), or the List, which was promulgated jointly by the MOFCOM and the NDRC on September 6, 2024 and became effective on November 1, 2024, and replaced the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021 Edition), has listed the special administrative measures for foreign investment in certain industries in the PRC, including requirements on ownership percentage, senior management and etc.
As of March 31, 2024, the Group had five and one warehouses in Australia and New Zealand, respectively, and accumulatively delivered a total of 9.6 million and 0.7 million packages in Australia and New Zealand, respectively. In addition, the Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023.
As of March 31, 2025, the Group had five and one warehouses in Australia and New Zealand, respectively, and accumulatively delivered a total of 19.2 million and 2.5 million packages in Australia and New Zealand, respectively. In addition, the Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023.
The Internet Finance Guidelines jointly released by ten PRC regulatory agencies in July 2015, purport, among other things, to require Internet finance service providers to comply with certain anti-money laundering requirements, including the establishment of a customer identification program, the monitoring and reporting of suspicious transactions, the preservation of customer information and transaction records, and the provision of assistance to the public security department and judicial authority in investigations and proceedings in relation to anti-money laundering matters.
However, the State Council has not promulgated the list of the non-financial institutions with anti-money laundering obligations. 64 Table of Contents The Internet Finance Guidelines jointly released by ten PRC regulatory agencies in July 2015, purport, among other things, to require Internet finance service providers to comply with certain anti-money laundering requirements, including the establishment of a customer identification program, the monitoring and reporting of suspicious transactions, the preservation of customer information and transaction records, and the provision of assistance to the public security department and judicial authority in investigations and proceedings in relation to anti-money laundering matters.
After SAFE Notice 13 became effective on June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks.
After SAFE Notice 13 became effective on June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, may directly review the applications and conduct the registration.
The notice required Beijing Happy Time to make rectification to conduct certain corrections to the private policy of the Laifenqi APP to be in compliance with the Announcement.
The notice required Xiamen Quxianxiang to make rectification to conduct certain corrections to the private policy of the Laifenqi APP to be in compliance with the Announcement.
Min Luo 5,025,579 21.0 Phoenix Auspicious Internet Investment L.P. and Shenzhen Guosheng Qianhai Investment Co., Ltd 4,596,670 19.2 Beijing Kunlun Tech Co., Ltd. 4,587,496 19.2 Ningbo Yuanfeng Venture Capital L.P.(a) 3,757,355 15.7 Shanghai Yunxin Venture Capital Co., Ltd.(a) 2,985,744 12.5 Jiaxing Blue Run Quchuan Investment L.P. and Tianjin Blue Run Xinhe Investment Center L.P.(a) 1,681,366 7.0 Tianjin Happy Share Asset Management L.P., referred to as Tianjin Happy Share(b) 1,251,742 5.2 (a) Ningbo Yuanfeng Venture Capital L.P., Shanghai Yunxin Venture Capital Co., Ltd., Jiaxing Blue Run Quchuan Investment L.P. and Tianjin Blue Run Xinhe Investment Center L.P. entered into a series of agreements to transfer their respective equity interest in Beijing Happy Time to Mr.
Min Luo 6,547,705 ​ 27.4 Phoenix Auspicious Internet Investment L.P. and Shenzhen Guosheng Qianhai Investment Co., Ltd 4,596,670 ​ 19.2 Beijing Kunlun Tech Co., Ltd. 4,587,496 ​ 19.2 Ningbo Yuanfeng Venture Capital L.P.(a) 3,757,355 ​ 15.7 Shanghai Yunxin Venture Capital Co., Ltd.(a) 2,985,744 ​ 12.5 Tianjin Blue Run Xinhe Investment Center L.P.(a) 159,240 ​ 0.7 Tianjin Happy Share Asset Management L.P., referred to as Tianjin Happy Share(b) 1,251,743 ​ 5.3 (a) Ningbo Yuanfeng Venture Capital L.P., Shanghai Yunxin Venture Capital Co., Ltd. and Tianjin Blue Run Xinhe Investment Center L.P. entered into a series of agreements to transfer their respective equity interest in Xiamen Quxianxiang to Mr.
These provisions provide certain exemptions from obligations under the circumstances of cross - border data transfer, including, among others, the obligations for declaring data security assessment, concluding a standard contract for provisions of personal information abroad or passing the certification for personal information protection.
On March 22, 2024, the CAC published the Provisions on Promoting and Regulating Cross-border Data Transfer. These provisions provide certain exemptions from obligations under the circumstances of cross - border data transfer, including, among others, the obligations for declaring data security assessment, concluding a standard contract for provisions of personal information abroad or passing the certification for personal information protection.
The Announcement on Regulatory Matters Relating to Cross-border E-commerce Retail Imports and Exports, which was issued by General Administration of Customs on December 10, 2018 and has come into effect on January 1, 2019 requires that (i) enterprises participating in cross-border e-commerce retail importation and exportation business, such as cross-border e-commerce platform enterprises, logistics enterprises, payment enterprises, shall register with the customs at the locality pursuant to the relevant provisions on registration and administration of customs declaration; (ii) prior to declaration for cross-border e-commerce retail imports, the cross-border e-commerce platform enterprise or the domestic agent of cross-border e-commerce enterprise, the payment enterprise, and the logistics enterprise shall respectively transmit electronic information on transaction, payment and logistics through the international trade “single window” or the cross-border e-commerce customs clearance service platform to the customs, and bear the corresponding legal liability for veracity of the data; (iii) cross-border e-commerce platform enterprises carrying out cross-border e-commerce retail importation business and domestic agents of cross-border e-commerce enterprises shall verify the veracity of the transaction and the identity information of the consumer (purchaser), and bear the corresponding liability; where the identity information has not been authenticated by the state authorities in charge or the agency authorized thereby, the purchaser and the payor shall be the same person; (iv) for cross-border e-commerce retail imports, the customs shall levy customs duties and import value-added tax and consumption tax in accordance with state tax policies for cross-border e-commerce retail importation; the dutiable price shall be the actual transaction price, including the retail price of the goods, shipping fee and insurance premium, and the cross-border e-commerce platform enterprises, logistics enterprises or declaration enterprises registered with the customs shall be withholding agents, pay tax on behalf of the taxpayers, and bear the corresponding obligation to pay overdue tax and the relevant legal liability.
Pursuant to this circular, cross-border e-commerce operator shall (i) engage a PRC-incorporated company as its domestic agent, (ii) be responsible for product quality and safety and its consumers’ rights and interests, (iii) provide adequate disclosures to consumers, (iv) establish a risk prevention and control system and a quality assurance system for products that are subject to bonded import procedure, and (v) transmit real-time electronic transaction data to the customs. 72 Table of Contents The Announcement on Regulatory Matters Relating to Cross-border E-commerce Retail Imports and Exports, which was issued by General Administration of Customs on December 10, 2018 and has come into effect on January 1, 2019 requires that (i) enterprises participating in cross-border e-commerce retail importation and exportation business, such as cross-border e-commerce platform enterprises, logistics enterprises, payment enterprises, shall register with the customs at the locality pursuant to the relevant provisions on registration and administration of customs declaration; (ii) prior to declaration for cross-border e-commerce retail imports, the cross-border e-commerce platform enterprise or the domestic agent of cross-border e-commerce enterprise, the payment enterprise, and the logistics enterprise shall respectively transmit electronic information on transaction, payment and logistics through the international trade “single window” or the cross-border e-commerce customs clearance service platform to the customs, and bear the corresponding legal liability for veracity of the data; (iii) cross-border e-commerce platform enterprises carrying out cross-border e-commerce retail importation business and domestic agents of cross-border e-commerce enterprises shall verify the veracity of the transaction and the identity information of the consumer (purchaser), and bear the corresponding liability; where the identity information has not been authenticated by the state authorities in charge or the agency authorized thereby, the purchaser and the payor shall be the same person; (iv) for cross-border e-commerce retail imports, the customs shall levy customs duties and import value-added tax and consumption tax in accordance with state tax policies for cross-border e-commerce retail importation; the dutiable price shall be the actual transaction price, including the retail price of the goods, shipping fee and insurance premium, and the cross-border e-commerce platform enterprises, logistics enterprises or declaration enterprises registered with the customs shall be withholding agents, pay tax on behalf of the taxpayers, and bear the corresponding obligation to pay overdue tax and the relevant legal liability.
Our Contractual Arrangements with the Group VIEs and Their Shareholders Due to PRC legal restrictions on foreign ownership and investment in, among other areas, VATS, which include the operations of Internet content providers, or ICPs, we currently conduct part of such operations through Beijing Happy Time and its subsidiaries. We established one additional Group VIE, Ganzhou Qudian, in 2017.
Our Contractual Arrangements with the Group VIEs and Their Shareholders Due to PRC legal restrictions on foreign ownership and investment in, among other areas, VATS, which include the operations of Internet content providers, or ICPs, we have been conducting part of such operations through Xiamen Quxianxiang and its subsidiaries. We established one additional Group VIE, Xiamen Lexiang, in 2017.
The Security Administration Draft has not been enacted as of the date of this annual report. 61 Table of Contents On December 28, 2021, the Cybersecurity Review Measures was promulgated and became effective on February 15, 2022, which requires that the purchase of network products and services by critical information infrastructure operator and the data processing activities carries out online platform operators, which affects or may affect national security, shall be subject to cybersecurity review.
On December 28, 2021, the Cybersecurity Review Measures was promulgated and became effective on February 15, 2022, which requires that the purchase of network products and services by critical information infrastructure operator and the data processing activities carries out online platform operators, which affects or may affect national security, shall be subject to cybersecurity review.
The PBOC and other governmental authorities issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions, such as payment institutions. However, the State Council has not promulgated the list of the non-financial institutions with anti-money laundering obligations.
The PBOC and other governmental authorities issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions, such as payment institutions.
Unless otherwise agreed by the parties, this agreement will continue remaining effective. 79 Table of Contents Exclusive Call Option Agreements Pursuant to the exclusive call option agreements, the Group VIEs and each of their shareholders have irrevocably granted Ganzhou Qufenqi an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion at any time, to the extent permitted under PRC law, all or part of such shareholder’s equity interests in the applicable, or any or all of the assets of such Group VIE.
Exclusive Call Option Agreements Pursuant to the exclusive call option agreements, the Group VIEs and each of their shareholders have irrevocably granted Ganzhou Qufenqi an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion at any time, to the extent permitted under PRC law, all or part of such shareholder’s equity interests in the applicable, or any or all of the assets of such Group VIE.
In addition, each of the Group VIEs and their subsidiaries has granted Ganzhou Qufenqi an exclusive right to purchase any or all of the business or assets of each of the profitable Group VIEs and their subsidiaries at the lowest price permitted under PRC law.
In addition, each of the Group VIEs and their subsidiaries has granted Ganzhou Qufenqi an exclusive right to purchase any or all of the business or assets of each of the profitable Group VIEs and their subsidiaries at the lowest price permitted under PRC law. Unless otherwise agreed by the parties, this agreement will continue remaining effective.
These reserves are not distributable as cash dividends. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset.
These reserves are not distributable as cash dividends. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.
As the implementing rules of the Administrative Measures on Telecommunications Business Operating Licenses have not been published, it remains uncertain as to how the “commercial Internet information services” and “non-commercial Internet information services” are interpreted and distinguished, and whether online consumer finance service providers like the Group will be deemed as commercial Internet information service operator, or operators of online data and transaction processing, therefore there is uncertainty as to whether any or all of the Group VIEs, or the subsidiaries of the Group VIEs need to obtain ICP licenses, or VATS license for online data and transaction processing services, or any other VATS licenses in order to be in full compliance with regulatory requirements with respect to VATS.
As the implementing rules of the Administrative Measures on Telecommunications Business Operating Licenses have not been published, it remains uncertain as to how the “commercial Internet information services” and “non-commercial Internet information services” are interpreted and distinguished, and whether online consumer finance service providers like the Group will be deemed as commercial Internet information service operator, or operators of online data and transaction processing, therefore there is uncertainty as to whether any or all of the Group VIEs, or the subsidiaries of the Group VIEs need to obtain ICP licenses, or VATS license for online data and transaction processing services, or any other VATS licenses in order to be in full compliance with regulatory requirements with respect to VATS. 58 Table of Contents In addition to the Telecommunications Regulations of the People’s Republic of China and other regulations above, provision of commercial Internet information services on mobile Internet applications are regulated by the Administrative Provisions on Information Services of Mobile Internet Applications, which was promulgated by the State Internet Information Office on June 28, 2016 and last amended on June 14, 2022.
The Group primarily serve logistics companies that have operations in the jurisdictions where the Group operates, who use the Group’s service to complete the last step of their order fulfillment and deliver the package to the end consumers. The Group’s last-mile delivery services are currently available in Australia and New Zealand.
The Group primarily serves logistics companies that have operations in the jurisdictions where the Group operates, who use the Group’s service to complete the last step of their order fulfillment and deliver the package to the end consumers.
Any violation of these laws and regulations may subject the Internet information service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or even criminal liabilities. ​ 59 Table of Contents Pursuant to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued in 2013, and the Interpretation of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen’s personal information: (i) providing a citizen’s personal information to specified persons or releasing a citizen’s personal information online or through other methods in violation of relevant national provisions; (ii) providing legitimately collected information relating to a citizen to others without such citizen’s consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen’s personal information in violation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen’s personal information by purchasing, accepting or exchanging such information in violation of applicable rules and regulations.
Pursuant to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued in 2013, and the Interpretation of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen’s personal information: (i) providing a citizen’s personal information to specified persons or releasing a citizen’s personal information online or through other methods in violation of relevant national provisions; (ii) providing legitimately collected information relating to a citizen to others without such citizen’s consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen’s personal information in violation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen’s personal information by purchasing, accepting or exchanging such information in violation of applicable rules and regulations. 59 Table of Contents The Internet Finance Guidelines jointly released by ten PRC regulatory agencies in July 2015 purport, among other things, to require Internet finance service providers to improve technology security standards, and safeguard customer and transaction information.
As of March 31, 2024, the Group had five and one warehouses in Australia and New Zealand, respectively, and accumulatively delivered a total of 9.6 million and 0.7 million packages in Australia and New Zealand, respectively.
As of March 31, 2025, the Group had five and one warehouses in Australia and New Zealand, respectively, and accumulatively delivered a total of 19.2 million and 2.5 million packages in Australia and New Zealand, respectively.
The tax basis for the equity is the capital contribution costs actually paid by the equity transferor to a PRC resident enterprise at the time of the investment and equity participation, or the equity transfer costs actually paid at the time of acquisition of such equity to the original transferor of such equity. 69 Table of Contents Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, the withholding tax rate with respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, the withholding tax rate with respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise.
A finance lease company shall report, according to the requirements of the MOFCOM, the relevant data in a timely and truthful manner through the National Finance Lease Company Management Information System.
According to the Administrative Measures, the MOFCOM and the provincial-level commerce authorities are in charge of the supervision and administration of finance lease enterprises. A finance lease company shall report, according to the requirements of the MOFCOM, the relevant data in a timely and truthful manner through the National Finance Lease Company Management Information System.
Our subsidiary Xiamen Qudian Financial Lease Ltd. has obtained the approval to operate finance lease business as issued by the MOFCOM. 64 Table of Contents Anti-money Laundering Regulations The PRC Anti-money Laundering Law, which became effective in January 2007, sets forth the principal anti-money laundering requirements applicable to financial institutions as well as non-financial institutions with anti-money laundering obligations, including the adoption of precautionary and supervisory measures, establishment of various systems for client identification, retention of clients’ identification information and transactions records, and reports on large transactions and suspicious transactions.
Anti-money Laundering Regulations The PRC Anti-money Laundering Law, which became effective in January 2007 and was amended on November, 2024, sets forth the principal anti-money laundering requirements applicable to financial institutions as well as non-financial institutions with anti-money laundering obligations, including the adoption of precautionary and supervisory measures, establishment of various systems for client identification, retention of clients’ identification information and transactions records, and reports on large transactions and suspicious transactions.
The qualified banks, under the supervision of SAFE, may directly review the applications and conduct the registration. 66 Table of Contents On March 30, 2015, SAFE promulgated the Circular of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.
On March 30, 2015, SAFE promulgated the Circular of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.
If a license holder fails to comply with the requirements in the MIIT Circular and cure such non-compliance, the MIIT or its local counterparts have the discretion to take measures against such license holder, including revoking its license for value-added telecommunications business, or the VATS License.
If a license holder fails to comply with the requirements in the MIIT Circular and cure such non-compliance, the MIIT or its local counterparts have the discretion to take measures against such license holder, including revoking its license for value-added telecommunications business, or the VATS License. 57 Table of Contents On April 8, 2024, the MIIT issued the Circular on Implementing the Pilot Programs Work to Expand the Opening-up of the Value-Added Telecommunications Services.
The Draft Rules Regarding Overseas Listing lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify the determination criteria for indirect overseas listing in overseas markets. ​ 74 Table of Contents On February 17, 2023, with the approval of the State Council, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), and several supporting guidelines, which came into effect on March 31, 2023.
On February 17, 2023, with the approval of the State Council, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), and several supporting guidelines, which came into effect on March 31, 2023. The Trial Measures supersede the Draft Rules Regarding Overseas Listing.
On March 13, 2019, the State Administration for Market Regulation and the Office of the Central Cyberspace Affairs Commission jointly issued the Announcement on Launching the Security Certification of Apps, which encourages app operators to voluntarily pass the security certification of apps, and encourages search engines and app stores to clearly identify and give priority to recommending those certified Apps.
It is advocated for App operators to provide users with the options to refuse to receive targeted pushes when they push news, current affairs and advertisements to targeted users. 60 Table of Contents On March 13, 2019, the State Administration for Market Regulation and the Office of the Central Cyberspace Affairs Commission jointly issued the Announcement on Launching the Security Certification of Apps, which encourages app operators to voluntarily pass the security certification of apps, and encourages search engines and app stores to clearly identify and give priority to recommending those certified Apps.
Customers will make an order with the Group to provide last-mile delivery services to deliver the package from a warehouse to the location designated by customers. Since the launch of its last-mile delivery business, the Group has been focusing on expanding such business.
Customers will make an order with the Group to provide last-mile delivery services to deliver the package from a warehouse to the location designated by customers.
Since, there is uncertainty as to how the cybersecurity requirements for maintaining cybersecurity and protecting personal information will be interpreted and implemented, we cannot assure you that the Group’s existing policies and procedures will be deemed to be in full compliance with any laws and regulations that are applicable, or may become applicable to the Group in the future.
Since, there is uncertainty as to how the cybersecurity requirements for maintaining cybersecurity and protecting personal information will be interpreted and implemented, we cannot assure you that the Group’s existing policies and procedures will be deemed to be in full compliance with any laws and regulations that are applicable, or may become applicable to the Group in the future. 62 Table of Contents Regulation Related to Finance Lease The Administrative Measures of Supervision on Finance Lease Enterprises, or the Administrative Measures, was formulated by the MOFCOM and became effective on October 1, 2013.
Under the Regulations on the Administration of Housing Funds, promulgated by the State Council on April 3, 1999 and as amended on March 24, 2002 and March 24, 2019, an employer is required to make contributions to a housing fund for its employees.
Under the Regulations on the Administration of Housing Funds, promulgated by the State Council on April 3, 1999 and as amended on March 24, 2002 and March 24, 2019, an employer is required to make contributions to a housing fund for its employees. 65 Table of Contents Regulations Related to Foreign Exchange Regulation on Foreign Currency Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most recently amended in August 2008.
According to the Guiding Opinion, there is no minimum registered capital requirement for subsidiaries of a finance lease company, a finance lease company is allowed to engage in a side business which is related to its main business, private capital and independent third-party service providers are encouraged to incorporate the finance lease company and applications for filing or obtaining a license for business deals in medical devices for the finance lease company will be facilitated.
According to the Guiding Opinion, there is no minimum registered capital requirement for subsidiaries of a finance lease company, a finance lease company is allowed to engage in a side business which is related to its main business, private capital and independent third-party service providers are encouraged to incorporate the finance lease company and applications for filing or obtaining a license for business deals in medical devices for the finance lease company will be facilitated. 63 Table of Contents On 26 May 2020, the China Banking and Insurance Regulatory Commission, or the CBIRC, promulgated the Interim Measures for the Supervision and Administration, or the Interim Measures, which made supplement and further requirements for finance lease enterprises on the basis of the Administrative Measures.
If an e-commerce platform operator fails to take necessary measures when it knows or should have known that a merchant on the platform infringes any third-party intellectual property rights, products or services provided by a merchant on its platform do not meet the requirements regarding personal or property safety, or any merchant otherwise impairs the lawful rights and interests of consumers, the e-commerce platform operator will be held jointly liable with the merchants on its platform.
If an e-commerce platform operator fails to take necessary measures when it knows or should have known that a merchant on the platform infringes any third-party intellectual property rights, products or services provided by a merchant on its platform do not meet the requirements regarding personal or property safety, or any merchant otherwise impairs the lawful rights and interests of consumers, the e-commerce platform operator will be held jointly liable with the merchants on its platform. 70 Table of Contents On March 15, 2021, the Administrative Regulations on Internet Transactions were released by the State Administration for Market Regulation and became effective on May 1, 2021, which are the supplementary rules to the E-Commerce Law and repealed the Online Trading Measures.
In December 2022, we completed the dissolution of Xiamen Qu Plus Plus and terminated the contractual arrangements with Xiamen Qu Plus Plus and its shareholders. Our principal executive offices are located at Tower A, AVIC Zijin Plaza, Siming District, Xiamen, Fujian Province 361000, People’s Republic of China, and our telephone number is +(86) 592 591 1580.
In December 2022, we completed the dissolution of Xiamen Qu Plus Plus and terminated the contractual arrangements with Xiamen Qu Plus Plus and its shareholders. Our principal executive offices are located at Building 1, Qudian Innovation Park, Meilin Street, Tongan District, Xiamen, Fujian Province, China, People’s Republic of China, and our telephone number is +(86) 592-596-8208.
The Group offered various early childhood education services for young children to participate in. The Group had closed all of its Wanlimu education centers in November 2022 and completely wound down its Wanlimu Kids Clubs business in March 2023. QD Food The Group launched its ready-to-cook meal business, or “QD Food,” in March 2022.
The Group had closed all of its Wanlimu education centers in November 2022 and completely wound down its Wanlimu Kids Clubs business in March 2023. QD Food The Group launched its ready-to-cook meal business, or “QD Food,” in March 2022. After assessing current market conditions, the Group has wound down its QD Food business in the second quarter of 2023.
This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. 67 Table of Contents PRC residents or entities who had contributed legitimate onshore or offshore interests or assets to SPVs but had not obtained registration as required before the implementation of the SAFE Circular 37 must register their ownership interests or control in the SPVs with qualified banks.
This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
Pursuant to the Announcement, cross-border e-commerce payment enterprises, logistics enterprises shall obtain the relevant qualification certificate pursuant to the provisions of the Announcement on Regulatory Matters Relating to Cross-border E-commerce Retail Imports and Exports and submit the relevant qualification certificate pursuant to the relevant provisions of the authorities in charge when completing customs registration formalities. 73 Table of Contents Regulations Related to M&A and Overseas Listings On August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the SAT, the SAIC, the China Securities Regulatory Commission, or CSRC, and the SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009.
Regulations Related to M&A and Overseas Listings On August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the SAT, the SAIC, the China Securities Regulatory Commission, or CSRC, and the SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009.
As of March 31, 2024, the Group was the registered holder of 119 domain names in the PRC and 35 domain names in other jurisdictions that include qudian.com and laifenqi.com.
As of March 31, 2025, the Group had registered 581 trademarks in the PRC for “ 趣店 ”, “Qufenqi” and other trademarks. As of March 31, 2025, the Group was the registered holder of 96 domain names in the PRC and 32 domain names in other jurisdictions that include qudian.com and laifenqi.com.
The personal information processors shall conduct compliance audit regarding their compliance with laws and regulations in the processing of the personal information of minors each year, and report the audit results to the cyberspace authority and other government authorities in a timely manner.
The personal information processors shall conduct compliance audit regarding their compliance with laws and regulations in the processing of the personal information of minors each year, and report the audit results to the cyberspace authority and other government authorities in a timely manner. 61 Table of Contents On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which became effective on September 1, 2021.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The Group was founded in April 2014 and operated its business through Beijing Happy Time Technology Development Co., Ltd., or Beijing Happy Time. The Group initially operated its business by facilitating credit solutions to college students on campuses across China.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The Group was founded in April 2014 and operated its business through Beijing Happy Time Technology Development Co., Ltd., which changed its name to Xiamen Quxianxiang Time Technology Co., Ltd. in February 2025, or Xiamen Quxianxiang.
The regulations restrict the ultimate capital contribution percentage held by foreign investor(s) in a foreign-invested value-added telecommunications enterprise to 50% or less and require the primary foreign investor in a foreign invested value-added telecommunications enterprise to have a good track record and operational experience in the VATS industry. ​ 57 Table of Contents In July 2006, the predecessor, the MIIT issued the Circular of the Ministry of Information Industry on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Business, or the MIIT Circular, according to which, a foreign investor in the telecommunications service industry of China must establish a foreign invested enterprise and apply for a telecommunications businesses operation license.
In July 2006, the predecessor, the MIIT issued the Circular of the Ministry of Information Industry on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Business, or the MIIT Circular, according to which, a foreign investor in the telecommunications service industry of China must establish a foreign invested enterprise and apply for a telecommunications businesses operation license.
On December 26, 2019, the State Council issued the Regulations on Implementing the Law of Foreign Investment of the PRC, which came into effect on January 1, 2020.
The 2019 Law of Foreign Investment was adopted at the second meeting of the thirteenth National People’s Congress on March 15, 2019, which became effective on January 1, 2020. On December 26, 2019, the State Council issued the Regulations on Implementing the Law of Foreign Investment of the PRC, which came into effect on January 1, 2020.
Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents SAFE issued SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, that became effective in July 2014, replacing the Circular of the State Administration of Foreign Exchange on Issues Concerning the Regulation of Foreign Exchange in Equity Finance and Return Investments by Domestic Residents through Offshore Special Purpose Vehicles, or SAFE Circular 75.
Moreover, pursuant to Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment. 66 Table of Contents Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents SAFE issued SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, that became effective in July 2014, replacing the Circular of the State Administration of Foreign Exchange on Issues Concerning the Regulation of Foreign Exchange in Equity Finance and Return Investments by Domestic Residents through Offshore Special Purpose Vehicles, or SAFE Circular 75.
We expect to provide the financial support if and when required with a portion of the proceeds from our initial public offering and convertible senior notes and proceeds from the issuance of equity or debt securities in the future. D.
We expect to provide the financial support if and when required with cash available at hand at the time and proceeds from the issuance of equity or debt securities in the future. D.
The Group historically generated sales income from merchandise sales on the Wanlimu e-commerce platform, which the Group is in the process of winding down. In addition, the Group historically offered budget auto financing products, from which the Group generated sales income and financing income.
The Group historically generated sales income from merchandise sales on the Wanlimu e-commerce platform, which the Group completed wound down in April 2024. In addition, the Group historically offered budget auto financing products, from which the Group generated sales income and financing income. The Group started to wind down its budget auto financing business in the second quarter of 2019.
The Group plans to continue developing this business. Credit Business The Group historically operated a credit business in China. The Company has decided to cease new credit offerings in China since September 6, 2022 and there was no outstanding loan balance from the Group’s historical loan book business since the end of 2022.
The Company has decided to cease new credit offerings in China since September 6, 2022 and there was no outstanding loan balance from the Group’s historical loan book business since the end of 2022. E-commerce Business The Group launched the Wanlimu e-commerce platform, which offers online luxury fashion products, in March 2020.
Financial Support Undertaking Letters We executed a financial support undertaking letter addressed to each Group VIE, pursuant to which we irrevocably undertake to provide unlimited financial support to such Group VIE to the extent permissible under the applicable PRC laws and regulations, regardless of whether such Group VIE has incurred an operational loss.
Each agreement will remain effective until all equity interests of the applicable Group VIE held by its shareholders and all assets of such Group VIE have been transferred or assigned to Ganzhou Qufenqi or its designated person(s). 78 Table of Contents Financial Support Undertaking Letters We executed a financial support undertaking letter addressed to each Group VIE, pursuant to which we irrevocably undertake to provide unlimited financial support to such Group VIE to the extent permissible under the applicable PRC laws and regulations, regardless of whether such Group VIE has incurred an operational loss.
Two of the Group’s aircrafts are leased to third parties and the remaining one aircraft has been used by the Group for business travels related to the development of its overseas businesses. The aircraft leasing business is still at the initial stage and has not reached a meaningful scale as of the date of this annual report.
As of March 31, 2025, the Group had two aircrafts. One of the Group’s aircraft is leased to a third party and the remaining one aircraft has been used by the Group for business travels related to the development of its overseas businesses.
In addition, according to the 2020 Specification, personal biometric information should be stored separately from personal identity information and in principle, the original personal biometric information should not be stored; besides, it further requires that the privacy policy is to disclose the scope and rules of personal information collection and use by the personal information controller, which should not be regarded as a contract signed by the subject of personal information. 60 Table of Contents On January 23, 2019, the Office of the Central Cyberspace Affairs Commission, the Ministry of Public Security, the State Administration for Market Regulation and the MIIT jointly issued the Announcement of Launching Special Crackdown Against Illegal Collection and Use of Personal Information by Apps, or the Announcement.
In addition, according to the 2020 Specification, personal biometric information should be stored separately from personal identity information and in principle, the original personal biometric information should not be stored; besides, it further requires that the privacy policy is to disclose the scope and rules of personal information collection and use by the personal information controller, which should not be regarded as a contract signed by the subject of personal information.
Under the Customs Law, “goods” and “articles” are not defined, but these concepts are clarified in the Implementation Regulations of Administrative Punishments Under the Customs Law, effective as of November 1, 2004. The regulation describes “articles” as postal items and travelers’ luggage that are brought in and out of the PRC on an individual’s person or luggage.
Under the Customs Law, “goods” and “articles” are not defined, but these concepts are clarified in the Implementation Regulations of Administrative Punishments Under the Customs Law, effective as of November 1, 2004 and were last amended on May 1, 2022.
On March 20, 2019, the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs jointly issued the Announcement on Issuing Relevant Policies for Deepening the Reform of Value-Added Tax, which became effective on April 1, 2019.
Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided. 69 Table of Contents On March 20, 2019, the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs jointly issued the Announcement on Issuing Relevant Policies for Deepening the Reform of Value-Added Tax, which became effective on April 1, 2019.
In January 2018, the Group purchased the use rights with respect to a parcel of land of approximately 53,239 square meters located in Xiamen, Fujian Province for a price of RMB106 million. Pursuant to the contract the Group signed with the local government authorities, the Group’s land lease right of use asset will last for 40 years.
Property, Plants and Equipment In January 2018, the Group purchased the use rights with respect to a parcel of land of approximately 53,239 square meters located in Xiamen, Fujian Province for a price of RMB106 million for the construction of its innovation park.
On January 22, 2024, the State Council of the PRC released the revised Provisions of the State Council on the Threshold for the Filing of Concentration of Undertakings, which raise the filing threshold of revenue, and provide that certain transactions should also be reported to the anti-monopoly authority even if the revenue threshold is not met.
On January 22, 2024, the State Council of the PRC released the revised Provisions of the State Council on the Threshold for the Filing of Concentration of Undertakings, which raise the filing threshold of revenue, and provide that certain transactions should also be reported to the anti-monopoly authority even if the revenue threshold is not met. 73 Table of Contents In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Lenders, or Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors.
Any failure to complete their registration pursuant to the Stock Option Rules and other foreign exchange requirements may subject these PRC individuals to fines and legal or administrative sanctions, and may also limit our ability to contribute additional capital to our PRC subsidiary, limit our PRC subsidiary’s ability to distribute dividends to us or otherwise materially adversely affect our business.
Any failure to complete their registration pursuant to the Stock Option Rules and other foreign exchange requirements may subject these PRC individuals to fines and legal or administrative sanctions, and may also limit our ability to contribute additional capital to our PRC subsidiary, limit our PRC subsidiary’s ability to distribute dividends to us or otherwise materially adversely affect our business. 67 Table of Contents Regulations Related to Dividend Distribution Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from Ganzhou Qufenqi, which is a wholly foreign-owned enterprise incorporated in China, to fund any cash and financing requirements we may have.
(3) The following table sets forth the shareholders of Beijing Happy Time, their respective equity interests in Beijing Happy Time as of the date of this annual report. ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ Amount Percentage ​ ​ of ​ of ​ ​ Registered ​ Equity Shareholders ​ Capital ​ Interests ​ RMB ​ ​ Mr.
Lianzhu Lv, our head of user experience department, respectively hold 99.0% and 1.0% of equity interests in Xiamen Lexiang. 75 Table of Contents (3) The following table sets forth the shareholders of Xiamen Quxianxiang, their respective equity interests in Xiamen Quxianxiang as of the date of this annual report. ​ ​ ​ ​ ​ ​ Amount Percentage ​ ​ of ​ of ​ ​ Registered ​ Equity Shareholders ​ Capital ​ Interests ​ RMB ​ ​ Mr.
On March 15, 2021, the Administrative Regulations on Internet Transactions were released by the State Administration for Market Regulation and became effective on May 1, 2021, which are the supplementary rules to the E-Commerce Law and repealed the Online Trading Measures.
Regulations Relating to E-Commerce The Administrative Measures on Online Transactions issued by the State Administration for Market Regulation, or SAMR, on January 26, 2014 which became effective on March 15, 2014, or the Online Trading Measures.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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This non-GAAP financial measure has limitations as analytical tools, and when assessing the Group’s operating performance, cash flows or the Group’s liquidity, investors should not consider them in isolation, or as a substitute for net income, cash flows provided by operating activities or other consolidated statements of operation and cash flow data prepared in accordance with U.S.
This non-GAAP financial measure has limitations as analytical tools, and when assessing the Group’s operating performance, cash flows or the Group’s liquidity, investors should not consider them in isolation, or as a substitute for net income, cash flows provided by operating activities or other consolidated statements of operation and cash flow data prepared in accordance with U.S. GAAP.
Net cash provided by operating activities was RMB260.9 million in 2022, mainly attributable to net loss of RMB362.1 million, adjusted for (i) impairment loss from other assets of RMB268.9 million, (ii) expected credit loss for receivables and other assets was a reversal of RMB221.1 million and (iii) unrealized investment losses of derivative instruments of RMB180.5 million.
Net cash provided by operating activities was RMB260.9 million in 2022, mainly attributable to net loss of RMB362.1 million, adjusted for (i) impairment loss from other assets of RMB268.9 million, (ii) expected credit losses for receivables and other assets was a reversal of RMB221.1 million and (iii) unrealized investment losses of derivative instruments of RMB180.5 million.
Additionally, revenues from post-origination services are recognized evenly over the term of the loans as the services are performed. Sales income The Group recognizes revenue from product sales through our platform of ready-to-cook meal business under “sales income and others” in the consolidated statements of comprehensive income/(loss). The Group’s single performance obligation is to sell products to customers.
Revenues from post-origination services are recognized evenly over the term of the loans as the services are performed. Sales income The Group recognizes revenue from product sales through our platform of ready-to-cook meal business under “sales income and others” in the consolidated statements of comprehensive income/(loss). The Group’s single performance obligation is to sell products to customers.
E. Critical Accounting Estimates Impairment of long-lived assets Fair value measurement of an asset group occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset group is no longer recoverable. An example of an event or changed circumstance is net operating losses for the year.
Critical Accounting Estimates Impairment of long-lived assets Fair value measurement of an asset group occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset group is no longer recoverable. An example of an event or changed circumstance is net operating losses for the year.
These revenues are recognized at the point of delivery of package. 90 Table of Contents Impairment of long-lived assets, including intangible assets with definite lives The Group evaluates long-lived assets, such as fixed assets, right-of-use assets and construction in progress, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment.
These revenues are recognized at the point of delivery of package. 88 Table of Contents Impairment of long-lived assets, including intangible assets with definite lives The Group evaluates long-lived assets, such as fixed assets, right-of-use assets and construction in progress, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment.
As of December 31, 2023, as the Group’s long-lived assets are located at the headquarter and being used together by the headquarter staff in centrally managing both its last-mile delivery business and cash management, such long-lived assets are included in a single entity-wide asset group.
As of December 31, 2024, as the Group’s long-lived assets are located at the headquarter and being used together by the headquarter staff in centrally managing both its last-mile delivery business and cash management, such long-lived assets are included in a single entity-wide asset group.
The Group uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. The Group evaluates its long-lived assets for recoverability due to net operating losses for the year ended December 31, 2023.
The Group uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. The Group evaluates its long-lived assets for recoverability due to net operating losses for the year ended December 31, 2024.
Risk Factors⸺Risks Related to Our Business and Our Industry⸺We may need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may not be available on terms acceptable to us, or at all.” 95 Table of Contents Our ability to manage the Group’s working capital, including receivables and other assets and accrued expenses and other liabilities, may materially affect the Group’s financial condition and results of operations.
Risk Factors⸺Risks Related to Our Business and Our Industry⸺We may need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may not be available on terms acceptable to us, or at all.” Our ability to manage the Group’s working capital, including receivables and other assets and accrued expenses and other liabilities, may materially affect the Group’s financial condition and results of operations.
Net cash provided by investing activities was RMB1,884.8 million in 2022, which was primarily attributable to (i) proceeds from redemption of short-term investments of RMB16,062.3 million and (ii) proceeds from the collection of loan principal of RMB6,492.8 million, partially offset by purchases of short-term investments of RMB15,538.7 million.
Net cash provided by investing activities was RMB1,884.8 million in 2022, which was primarily attributable to (i) proceeds from redemption of short-term investments and time and structured deposits of RMB16,062.3 million and (ii) proceeds from the collection of loan principal of RMB6,492.8 million, partially offset by purchases of short-term investments and time and structured deposits of RMB15,538.7 million.
Based upon the Group’s assessment of various factors, including historical experience, credit quality of the related financial institutions, and other factors that may affect its ability to collect the short-term investment, the Group determined there were no credit losses for the years ended December 31, 2021, 2022 and 2023. ​ 91 Table of Contents Results of Operations The following tables set forth a summary of the Group’s consolidated results of operations for the periods presented.
Based upon the Group’s assessment of various factors, including historical experience, credit quality of the related financial institutions, and other factors that may affect its ability to collect the short-term investment, the Group determined there were no credit losses for the years ended December 31, 2022, 2023 and 2024. 89 Table of Contents Results of Operations The following tables set forth a summary of the Group’s consolidated results of operations for the periods presented.
We uses estimates and judgments in the impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. See “Item 5. Operating and Financial Review and Prospectus—A. Operating Results—Critical Accounting Policies.” for the accounting policies related to other accounting estimates. ​ 98 Table of Contents
We uses estimates and judgments in the impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. See “Item 5. Operating and Financial Review and Prospectus—A. Operating Results—Critical Accounting Policies.” for the accounting policies related to other accounting estimates. ​
The financing service fees were recorded as financing income in the statement of comprehensive income in accordance with ASC 310 using the effective interest method. 83 Table of Contents Incentives were provided to certain borrowers and can only be applied as a reduction to the borrower’s repayments and cannot be withdrawn by the borrowers in cash.
The financing service fees were recorded as financing income in the statement of comprehensive income in accordance with ASC 310 using the effective interest method. Incentives were provided to certain borrowers and can only be applied as a reduction to the borrower’s repayments and cannot be withdrawn by the borrowers in cash.
Comparison of Year Ended December 31, 2022 and Year Ended December 31, 2021 For a discussion of the Group’s results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021, see “Item 5. Operating and Financial Review and Prospects⸺A.
Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022 For a discussion of the Group’s results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects⸺A.
Adjustment for changes in working capital primarily consisted of a decrease in other current and non-current assets of RMB395.4 million (US$55.7 million) as a result of settlement of trust incomes related to the loan book business, which is partially offset by investment gain of derivative instruments of RMB153.8 million (US$21.7 million).
Adjustment for changes in working capital primarily consisted of a decrease in other current and non-current assets of RMB395.4 million as a result of settlement of trust incomes related to the loan book business, which is partially offset by investment gain of derivative instruments of RMB153.8 million.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2023 that are reasonably likely to have a material effect on the Group’s total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material effect on the Group’s total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 95 Table of Contents E.
For comparison of the Group’s results of operations for the years ended December 31, 2022 to December 31, 2021, refer to “Item 5. Operating and Financial Review and Prospects” in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 28, 2023. A.
For comparison of the Group’s results of operations for the years ended December 31, 2023 to December 31, 2022, refer to “Item 5. Operating and Financial Review and Prospects” in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 29, 2024. A.
GAAP. 82 Table of Contents The Group mitigates these limitations by reconciling the non-GAAP financial measure to the most comparable U.S. GAAP performance measure, all of which should be considered when evaluating the Group’s performance.
The Group mitigates these limitations by reconciling the non-GAAP financial measure to the most comparable U.S. GAAP performance measure, all of which should be considered when evaluating the Group’s performance.
The Group has focused on and will continue to invest in its technology system, which supports all key aspects of the Group’s online platform and is designed to optimize for scalability and flexibility. See “Item 4. Information of the Company⸺B. Business Overview⸺Intellectual Property.” D.
Research and Development, Patent and Licenses, etc. The Group has focused on and will continue to invest in its technology system, which supports all key aspects of the Group’s online platform and is designed to optimize for scalability and flexibility. See “Item 4. Information of the Company⸺B. Business Overview⸺Intellectual Property.” D.
Sales income represents the sales price of cars the Group sold to car buyers in connection with the Group’s budget auto financing products, revenues from product sales through the Group’s Wanlimu e-commerce platform and QD foods and revenues generated from the Group’s last-mile delivery business. Penalty fees represent fees the Group charged borrowers for late repayment.
Sales income represents the sales price of cars the Group sold to car buyers in connection with the Group’s budget auto financing products, revenues from product sales through the Group’s Wanlimu e-commerce platform and QD foods. Penalty fee represent fees the Group charged borrowers for late repayment.
Investing Activities Net cash provided by investing activities was RMB3,895.4 million (US$548.7 million) in 2023, which was primarily attributable to (i) proceeds from redemption of short-term investments of RMB22,690.8 million (US$3,195.9) and (ii) proceeds from collection of deposits related to derivative instruments of RMB1,048.1 million (US$147.6 million), partially offset by (i) purchases of short-term investments of RMB19,193.8 million (US$2,703.4 million), (ii) purchases of property and equipment, intangible assets and land lease right of use asset of RMB565.0 million (US$79.6 million), which include the purchase of an aircraft for our aircraft leasing business and which is currently used by the Group for business travels related to the development of its overseas businesses and (iii) payments to originate secured lending of RMB100.0 million (US$14.1 million), which represent the purchase of an aircraft for our aircraft leasing business that are currently lent to third parties and used by the lessee as guarantees for the lending.
Net cash provided by investing activities was RMB3,895.4 million in 2023, which was primarily attributable to (i) proceeds from redemption of short-term investments of RMB22,690.8 million and (ii) proceeds from collection of deposits related to derivative instruments of RMB1,048.1 million, partially offset by (i) purchases of short-term investments and time and structured deposits of RMB19,193.8 million, (ii) purchases of property and equipment, intangible assets and land lease right of use asset of RMB565.0 million, which include the purchase of an aircraft for our aircraft leasing business and which is currently used by the Group for business travels related to the development of its overseas businesses and (iii) payments to originate secured lending of RMB100.0 million, which represent the purchase of an aircraft for our aircraft leasing business that are currently lent to third parties and used by the lessee as guarantees for the lending.
We believe that such non-GAAP financial measure provides useful information about the Group’s operating results, enhance the overall understanding of the Group’s past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB RMB RMB US$ ​ ​ (in thousands) Adjusted net income/(loss) attributable to Qudian Inc.’s shareholders (1) 3,351,587 382,344 612,372 (347,938) 44,070 6,207 (1) Defined as net income attributable to Qudian Inc.’s shareholders excluding share-based compensation expenses and convertible senior notes buyback income.
We believe that such non-GAAP financial measure provides useful information about the Group’s operating results, enhance the overall understanding of the Group’s past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Adjusted net income/(loss) attributable to Qudian Inc.’s shareholders (1) ​ (347,938) ​ 44,070 ​ 93,989 ​ 12,876 (1) Defined as net income attributable to Qudian Inc.’s shareholders excluding share-based compensation expenses and convertible senior notes buyback income.
Revenues resulting from these services are recognized on a gross basis at a fixed rate or a pre-determined amount for each completed delivery, with the amounts paid to the drivers recorded in costs of revenue.
Additionally, the Group has ultimate control over the amounts charged to the customers. Revenues resulting from these services are recognized on a gross basis at a fixed rate or a pre-determined amount for each completed delivery, with the amounts paid to the drivers recorded in costs of revenue.
As of March 31, 2024, the Group had five and one warehouses in Australia and New Zealand, respectively, and accumulatively delivered a total of 9.6 million and 0.7 million packages in Australia and New Zealand, respectively. In addition, the Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023.
As of March 31, 2025, the Group had five and one warehouses in Australia and New Zealand, respectively, and accumulatively delivered a total of 19.2 million and 2.5 million packages in Australia and New Zealand, respectively. In addition, the Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023.
The Group’s total net assets decreased from RMB12,523.5 million as of December 31, 2021 to RMB12,042.7 million as of December 31, 2022. The Group’s total net assets decreased to RMB11,688.0 million (US$1,646.2 million) as of December 31, 2023, primarily attributable to the increase in treasury shares as a result of the share repurchases we made under our share repurchase program.
The Group’s total net assets decreased from RMB12,042.7 million as of December 31, 2022 to RMB11,688.0 million as of December 31, 2023. The Group’s total net assets decreased to RMB11,291.4 million (US$1,546.9 million) as of December 31, 2024, primarily attributable to the increase in treasury shares as a result of the share repurchases we made under our share repurchase program.
Cost of Revenues and Operating Expenses The Group’s cost of revenues and operating expenses consist of cost of goods sold, cost of other revenues, sales and marketing expenses, general and administrative expenses, research and development expenses, changes in guarantee liabilities, changes in risk assurance liabilities and expected credit (reversal)/loss for receivables and other assets.
Cost of Revenues and Operating Expenses The Group’s cost of revenues and operating expenses consist of cost of goods sold, cost of delivery services income and other revenues, sales and marketing expenses, general and administrative expenses, research and development expenses, changes in guarantee liabilities and risk assurance liabilities, (reversal of)/provision for expected credit losses on receivables and other assets and impairment loss from other assets.
Short-term investments and structured deposits Short-term investments include, (i) wealth management products with the intention to sell in the near term which are classified as trading securities and measured at fair value; (ii) wealth management products with original maturities less than one year; (iii) marketable equity securities (level 1) in listed companies and measures them at fair value.
Short-term investments Short-term investments include, (i) wealth management products with the intention to sell in the near term which are classified as trading securities and measured at fair value; (ii) wealth management products with original maturities less than one year are classified as held to maturity debt securities and measured them at amortized costs; (iii) marketable equity securities (level 1) in listed companies and publicly-traded mutual funds and measures them at fair value.
The transaction price is the amount of consideration to which the Group expects to be entitled to in exchange for transferring the promised service to the customer, net of value-added tax.
The referral services are considered to be the performance obligations in the arrangement. The transaction price is the amount of consideration to which the Group expects to be entitled to in exchange for transferring the promised service to the customer, net of value-added tax.
Credit facilitation The Group entered into credit facilitation arrangements with various institutional funding partners. The Group: (i) matches borrowers with the institutional funding partners which directly fund the credit drawdowns to the borrowers and (ii) provides post-origination services, such as short messaging reminder services throughout the term of the loans.
Transaction services fee The Group entered into credit transaction arrangements with certain institutional funding partners. The Group refers borrowers to the institutional funding partners which directly fund the credit drawdowns to the borrowers and provides post-origination services, such as short messaging reminder services throughout the term of the loans.
The Group’s capital commitments relate primarily to commitments in connection with the Group’s plan to build an office building and innovation center. Total capital commitments contracted but not yet reflected in the financial statements amounted to RMB397.4 million (US$56.0 million) as of December 31, 2023. All of the commitments relating to the construction will be settled in installments.
Contractual Obligations The Group’s capital commitments relate primarily to commitments in connection with the Group’s plan to build an office building and innovation center. Total capital commitments contracted but not yet reflected in the financial statements amounted to RMB157.8 million (US$21.6 million) as of December 31, 2024. All of the commitments relating to the construction will be settled in installments.
When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair market value. We estimate fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values and use hypothetical development method.
When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair market value. We estimate fair value based on a discounted cash flow approach.
The following table sets forth components of the Group’s cost of revenues, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues: Cost of goods sold 78,533 4.8 326,889 56.6 27,716 3,904 21.9 Cost of other revenues 220,193 13.3 56,202 9.7 132,398 18,648 104.8 Total 298,726 18.1 383,091 66.3 160,114 22,552 126.7 ​ Sales and Marketing Sales and marketing expenses include expenses for (i) the Group’s historicalonline consumer finance business and consist primarily of expenses related to salaries, benefits and share-based compensation related to the Group’s sales and marketing staff; (ii) the Group’s historical ready-to-cook meals business and consist primarily of expenses related to marketing activities the Group conducted to promote the brand and (iii) the Group’s historical budget auto financing business and consist primarily of expenses related to salaries, benefits and share-based compensation related to the Group’s relevant sales and marketing staff.
The following table sets forth components of the Group’s cost of revenues, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues: Cost of goods sold 326,889 ​ 56.6 ​ 27,716 ​ 21.9 ​ 1,018 ​ 139 ​ 0.5 Cost of delivery services income and other revenues 56,202 ​ 9.7 ​ 132,398 ​ 104.8 ​ 200,005 ​ 27,401 ​ 92.4 Total 383,091 ​ 66.3 ​ 160,114 ​ 126.7 ​ 201,023 ​ 27,540 ​ 92.9 ​ Sales and Marketing Sales and marketing expenses include expenses for (i) the Group’s historical online consumer finance business and consist primarily of expenses related to salaries, benefits and share-based compensation related to the Group’s sales and marketing staff; (ii) the Group’s historical ready-to-cook meals business and consist primarily of expenses related to marketing activities the Group conducted to promote the brand and (iii) the Group’s historical budget auto financing business and consist primarily of expenses related to salaries, benefits and share-based compensation related to the Group’s relevant sales and marketing staff.
As of March 31, 2024, the Group had a fleet of three aircrafts. The aircraft leasing business is still at the initial stage and has not reached a meaningful scale as of the date of this annual report. The Group plans to continue developing this business.
As of March 31, 2025, the Group had two aircrafts. The aircraft leasing business is still at the initial stage and has not reached a meaningful scale as of the date of this annual report.
Operating Results⸺Comparison of Year Ended December 31, 2022 and Year Ended December 31, 2021” in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 28, 2023 . ​ 94 Table of Contents B.
Operating Results⸺Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022” in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 29, 2024 . B.
In December 2022, the Group launched its last-mile delivery business under the name of “Fast Horse.” The business was initially launched on a trial basis and has gradually achieved meaningful scale in Australia during the second quarter of 2023. We believe there is a surging demand for cross-border e-commerce transaction globally.
In December 2022, the Group launched its last-mile delivery business under the name of “Fast Horse.” The business was initially launched on a trial basis and has gradually achieved meaningful scale in Australia during the second quarter of 2023.
GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances.
Critical Accounting Policies We prepare the Group’s consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances.
The Group refers borrowers to the institutional funding partners which directly fund the credit drawdowns to the borrowers and provides post-origination services, such as short messaging reminder services throughout the term of the loans. For each successful transaction, the Group typically receives a pre-agreed recurring service fee throughout the term of the loans.
The Group: (i) matches borrowers with the institutional funding partners which directly fund the credit drawdowns to the borrowers and (ii) provides post-origination services, such as short messaging reminder services throughout the term of the loans. For each successful match, we receive a recurring service fee throughout the term of the loans.
Product returns are estimated using the expected value method based on historical return patterns. Revenues are recognized at a point in time when the products are accepted by the customers. As of December 31, 2021, 2022 and 2023, estimated product returns were not material. Transaction services fee The Group entered into credit transaction arrangements with certain institutional funding partners.
Product returns are estimated using the expected value method based on historical return patterns. Revenues are recognized at a point in time when the products are accepted by the customers. As of December 31, 2022, 2023 and 2024, estimated product returns were not material.
We consider the loan facilitation service, post-origination services and guarantee service as separate services, of which the guarantee service and the post origination service is accounted for in accordance with ASC 815, Derivatives and Hedging, (“ASC 815”), ASC 460, Guarantees, (“ASC 460”) (refer to “Guarantee liabilities” and “Risk Assurance Liabilities” for additional information) and ASC 860, Transfers and servicing of financial assets, respectively (“ASC 860”). 88 Table of Contents The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised services to the customer, net of value-added tax.
We consider the loan facilitation service, post-origination services and guarantee service as separate services, of which the guarantee service and the post origination service is accounted for in accordance with ASC 815, Derivatives and Hedging, (“ASC 815”), ASC 460, Guarantees, (“ASC 460”) (refer to “Guarantee liabilities” and “Risk Assurance Liabilities” for additional information) and ASC 860, Transfers and servicing of financial assets, respectively (“ASC 860”).
The following table sets forth the expected credit (reversal)/loss for receivables and other assets, both in an absolute amount and as a percentage of total revenues, for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Expected credit (reversal)/loss for receivables and other assets (151,817) (9.2) (221,121) (38.3) 24,653 3,472 19.5 ​ Impairment loss from other assets The Group reviews the impairment for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets.
The Group assesses contract assets and accounts receivable for impairment in accordance with ASC 326 with the PD and LGD model. 84 Table of Contents The following table sets forth the (reversal of)/provision for expected credit losses on receivables and other assets, both in an absolute amount and as a percentage of total revenues, for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) (Reversal of)/ Provision for expected credit losses on receivables and other assets (221,121) ​ (38.3) ​ 24,653 ​ 19.5 ​ (18,616) ​ (2,550) ​ (8.6) ​ Impairment loss from other assets The Group reviews the impairment for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets.
Operating Results⸺Critical Accounting Policies⸺Revenue Recognition.” The following table sets forth the breakdown of the Group’s total revenues, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2022 2023 ​ ​ ​ ​ % of total ​ ​ ​ % of total ​ ​ ​ ​ ​ % of total ​ ​ RMB ​ revenues ​ RMB ​ revenues ​ RMB ​ US$ ​ revenues ​ ​ (in thousands, except for percentages) Revenues ​ ​ ​ ​ ​ ​ ​ ​ Financing income 1,255,488 75.9 308,717 53.4 — — — Sales commission fee 35,411 2.1 115 0.0 — — — Sales income and others 100,668 6.1 82,617 14.3 126,338 17,794 100.0 Penalty fees 67,316 4.1 53,445 9.3 — — — Guarantee income 3,935 0.2 — — — — — Loan facilitation income and other related income 39,531 2.4 18,809 3.3 — — — Transaction services fee and other related income 151,694 9.2 113,790 19.7 — — — Total revenues 1,654,043 100.0 577,493 100.0 126,338 17,794 100.0 ​ Financing Income The Group charged financing service fees for facilitating on-balance sheet transactions.
Operating Results⸺Critical Accounting Policies⸺Revenue Recognition.” The following table sets forth the breakdown of the Group’s total revenues, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2023 2024 ​ ​ ​ ​ % of total ​ ​ ​ % of total ​ ​ ​ ​ ​ % of total ​ ​ RMB ​ revenues ​ RMB ​ revenues ​ RMB ​ US$ ​ revenues ​ ​ (in thousands, except for percentages) Revenues ​ ​ ​ ​ ​ ​ ​ ​ Financing income 308,717 ​ 53.4 ​ — ​ — ​ — ​ — ​ — Sales commission fee 115 ​ 0.0 ​ — ​ — ​ — ​ — ​ — Penalty fee 53,445 ​ 9.3 ​ — ​ — ​ — ​ — ​ — Loan facilitation income and other related income 18,809 ​ 3.3 ​ — ​ — ​ — ​ — ​ — Transaction services fee and other related income 113,790 ​ 19.7 ​ — ​ — ​ — ​ — ​ — Delivery service income — ​ — ​ 95,292 ​ 75.4 ​ 203,745 ​ 27,913 ​ 94.1 Sales income and others 82,617 ​ 14.3 ​ 31,046 ​ 24.6 ​ 12,683 ​ 1,738 ​ 5.9 Total revenues 577,493 ​ 100.0 ​ 126,338 ​ 100.0 ​ 216,428 ​ 29,651 ​ 100.0 ​ Financing Income The Group charged financing service fees for facilitating on-balance sheet transactions.
The Group’s adjusted net income attributable to Qudian Inc.’s shareholders, which excludes share-based compensation expenses was RMB44.1 million (US$6.2 million), compared to a loss of RMB347.9 million in the prior year. Adjusted net income attributable to Qudian Inc., shareholders per diluted share was RMB0.20 (US$0.03), compared to a loss of RMB1.41 in the prior year.
The Group’s adjusted net income attributable to Qudian Inc.’s shareholders, which excludes share-based compensation expenses, was RMB94.0 million (US$12.9 million) in 2024, compared to RMB44.1 million in the prior year. Adjusted net income attributable to Qudian Inc., shareholders per diluted share was RMB0.50 (US$0.07) in 2024, compared to RMB0.20 in the prior year.
General economic factors, including the interest rate environment, unemployment rates, levels of per capita disposable income, levels of consumer spending and other general economic conditions may affect consumption and business activities in general. These may affect the demand for logistics services to deliver the products consumers purchase and in turn affect the demand for the Group’s services.
General economic factors, including the interest rate environment, unemployment rates, levels of per capita disposable income, levels of consumer spending and other general economic conditions may affect consumption and business activities in general.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. 87 Table of Contents Critical Accounting Policies We prepare the Group’s consolidated financial statements in conformity with U.S.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.
No Hong Kong profit tax has been levied as we did not have assessable profit that was earned in or derived from the Hong Kong subsidiary during the periods presented. Hong Kong does not impose a withholding tax on dividends. Australia Our subsidiaries incorporated in Australia are subject to a federal tax rate of 30% on their taxable income.
Hong Kong Our subsidiary incorporated in Hong Kong is subject to Hong Kong profit tax at a rate of 16.5%. No Hong Kong profit tax has been levied as we did not have assessable profit that was earned by the Hong Kong subsidiary during the periods presented. Hong Kong does not impose a withholding tax on dividends.
The financing service fees are recorded as financing income in the consolidated statement of comprehensive income in accordance with ASC 310 Receivables (ASC 310) using the effective interest method. 89 Table of Contents Incentives are provided to certain borrowers and can only be applied as a reduction to the borrower’s repayments and cannot be withdrawn by the borrowers in cash.
Incentives are provided to certain borrowers and can only be applied as a reduction to the borrower’s repayments and cannot be withdrawn by the borrowers in cash. These incentives are recorded as a reduction in financing service fees using the effective interest method.
The Group historically operated a loan book business, whereby the Group offered small credit products to consumers and undertook the related credit risk. The Group has ceased new credit offerings since September 6, 2022 and there was no outstanding loan balance from the Group’s historical loan book business since the end of 2022.
The Group has ceased new credit offerings since September 6, 2022 and there was no outstanding loan balance from the Group’s historical loan book business since the end of 2022.
We determine revenue recognition through the following steps: ● 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.
We determine revenue recognition through the following steps: ● 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. 86 Table of Contents Credit facilitation The Group entered into credit facilitation arrangements with various institutional funding partners.
The Group stratifies probability of default and loss given default by the recovered rate under different scenarios (i.e., cash collection, repossessing the leased vehicle or non-recovery), and calculates allowance balance by timing exposure at default under each scenario.
The allowance for finance lease receivables is calculated based on historical loss experience using probability of default (“PD”) and loss given default (“LGD”) methods. The Group stratifies PD and LGD by the recovered rate under different scenarios (i.e. cash collection, repossessing the leased vehicle or non-recovery), and calculates allowance balance by timing exposure at default under each scenario.
In July 2019, we issued US$345 million aggregate principal amount of convertible senior notes due 2026 (including full exercise of the initial purchasers’ option to purchase additional notes), raising US$334.2 million in net proceeds to us after deducting underwriting discounts and commissions and other offering expenses.
As of December 31, 2024, the Group had cash and cash equivalents of RMB4,263.3 million (US$584.1 million), as compared to cash and cash equivalents of RMB7,207.3 million as of December 31, 2023. 92 Table of Contents In July 2019, we issued US$345 million aggregate principal amount of convertible senior notes due 2026 (including full exercise of the initial purchasers’ option to purchase additional notes), raising US$334.2 million in net proceeds to us after deducting underwriting discounts and commissions and other offering expenses.
Taxation Cayman Islands We are an exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to tax based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty.
Under the current laws of the Cayman Islands, we are not subject to tax based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. In addition, upon payment of dividends by us to our shareholders, no Cayman Islands withholding tax will be imposed.
For each successful match, we receive a recurring service fee throughout the term of the loans. When borrowers make instalment repayments directly to the institutional funding partners, the institutional funding partners will then remit the recurring service fees to us on a periodic basis.
For each successful transaction, the Group typically receives a pre-agreed recurring service fee throughout the term of the loans. When borrowers make installment repayments directly to the institutional funding partners, the institutional funding partners will remit the recurring transaction services fees to the Group on a periodic basis.
The following table sets forth the Group’s cost of revenues and operating expenses, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented: 84 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues and operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues 298,726 18.1 ​ 383,091 ​ 66.3 ​ 160,114 ​ 22,552 ​ 126.7 Sales and marketing 127,376 7.7 271,611 47.0 3,796 535 3.0 General and administrative 443,276 26.8 287,457 49.8 273,589 38,534 216.6 Research and development 141,264 8.5 58,275 10.1 47,763 6,727 37.8 Changes in guarantee liabilities and risk assurance liabilities (201,602) (12.2) (103,991) (18.0) — — — Expected credit (reversal)/loss for receivables and other assets (151,817) (9.2) (221,121) (38.3) 24,653 3,472 19.5 Impairment loss from other assets 156,394 9.5 268,927 46.6 5,800 817 4.6 Total ​ 813,617 ​ 49.2 ​ 944,249 ​ 163.5 ​ 515,715 ​ 72,637 ​ 408.2 ​ Cost of Revenues The Group’s cost of revenues represent cost of goods sold, which primarily consists of the purchase price of products, packaging material and fulfillment expenses, including (i) lease expenses for regional processing centers and outsourcing expenses charged by third-party labor service companies for workers at regional processing centers and (ii) logistics expenses charged by third party couriers; and cost of other revenues, which consist of delivery cost and other cost, including amounts paid to the drivers for delivery services, commission expenses and cost of educational services.
The following table sets forth the Group’s cost of revenues and operating expenses, both in absolute amount and as a percentage of the Group’s total revenues, for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues and operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues 383,091 ​ 66.3 ​ 160,114 ​ 126.7 ​ 201,023 ​ 27,540 ​ 92.9 Sales and marketing 271,611 ​ 47.0 ​ 3,796 ​ 3.0 ​ 5,868 ​ 804 ​ 2.7 General and administrative 287,457 ​ 49.8 ​ 273,589 ​ 216.6 ​ 276,565 ​ 37,889 ​ 127.8 Research and development 58,275 ​ 10.1 ​ 47,763 ​ 37.8 ​ 58,464 ​ 8,010 ​ 27.0 Changes in guarantee liabilities and risk assurance liabilities (103,991) ​ (18.0) ​ — ​ — ​ — ​ — ​ — (Reversal of)/ Provision for expected credit losses on receivables and other assets (221,121) ​ (38.3) ​ 24,653 ​ 19.5 ​ (18,616) ​ (2,550) ​ (8.6) Impairment loss from other assets 268,927 ​ 46.6 ​ 5,800 ​ 4.6 ​ 1,570 ​ 215 ​ 0.7 Total ​ 944,249 ​ 163.5 ​ 515,715 ​ 408.2 ​ 524,874 ​ 71,908 ​ 242.5 ​ 83 Table of Contents Cost of Revenues The Group’s cost of revenues primarily consists of the purchase price of products, packaging material and delivery cost, including (i) lease expenses for regional sorting warehouse, and (ii) the amounts paid to the drivers for delivery services.
The Group’s historical results presented below are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2022 2023 ​ ​ RMB ​ RMB ​ RMB US$ ​ ​ (in thousands, except for share and per share data) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ Financing income 1,255,488 308,717 — — Sales commission fee 35,411 115 — — Sales income and others 100,668 82,617 126,338 17,794 Penalty fees 67,316 53,445 — — Guarantee income 3,935 — — — Loan facilitation income and other related income 39,531 18,809 — — Transaction services fee and other related income 151,694 113,790 — — Total revenues 1,654,043 577,493 126,338 17,794 Cost of revenues: ​ ​ ​ ​ Cost of goods sold (78,533) (326,889) (27,716) (3,904) Cost of other revenues (220,193) (56,202) (132,398) (18,648) Total cost of revenues (298,726) (383,091) (160,114) (22,552) Operating expenses: ​ ​ ​ ​ Sales and marketing (127,376) (271,611) (3,796) (535) General and administrative (443,276) (287,457) (273,589) (38,534) Research and development (141,264) (58,275) (47,763) (6,727) Changes in guarantee liabilities and risk assurance liabilities 201,602 103,991 — — Expected credit reversal/(loss) for receivables and other assets 151,817 221,121 (24,653) (3,472) Impairment loss from other assets (156,394) (268,927) (5,800) (817) Total operating expenses (514,891) (561,158) (355,601) (50,085) Other operating income 82,273 37,255 58,368 8,221 Income/(Loss) from operations 922,699 (329,501) (331,009) (46,622) Interest and investment income, net 129,456 112,816 255,333 35,963 (Loss)/Gain from equity method investments (221,798) 13,998 3,207 452 Gain/(loss) on derivative instruments 17,375 (70,421) 153,835 21,667 Foreign exchange (loss)/gain, net (51) 250 (2,932) (413) Other income 5,213 19,833 29,005 4,085 Other expenses (6,485) (16,599) (5,965) (840) Net income/(loss) before income taxes 846,409 (269,624) 101,474 14,292 Income tax expenses (260,482) (92,428) (62,340) (8,780) Net income/(loss) 585,927 (362,052) 39,134 5,512 ​ ​ 92 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2022 2023 ​ ​ % Revenues: ​ ​ ​ ​ ​ ​ Financing income 75.9 53.4 0.0 Sales commission fee 2.1 — — Sales income and others 6.1 14.3 100.0 Penalty fees 4.1 9.3 — Guarantee income 0.2 — — Loan facilitation income and other related income 2.4 3.3 — Transaction services fee and other related income 9.2 19.7 — Total revenues 100.0 100.0 100.0 Cost of revenues: ​ ​ ​ Cost of goods sold (4.8) (56.6) (21.9) Cost of other revenues (13.3) (9.7) (104.8) Total cost of revenues (18.1) (66.3) (126.7) Operating expenses: ​ ​ ​ Sales and marketing (7.7) (47.0) (3.0) General and administrative (26.8) (49.8) (216.6) Research and development (8.5) (10.1) (37.8) Changes in guarantee liabilities and risk assurance liabilities 12.2 18.0 — Expected credit reversal/(loss) for receivables and other assets 9.2 38.3 (19.5) Impairment loss from other assets (9.5) (46.6) (4.6) Total operating expenses (31.1) (97.2) (281.5) Other operating income 5.0 6.5 46.2 Income/(Loss) from operations 55.8 (57.0) (262.0) Interest and investment income, net 7.8 19.5 202.1 (Loss)/Gain from equity method investments (13.4) 2.4 2.5 Gain/(loss) on derivative instruments 1.1 (12.2) 121.8 Foreign exchange (loss)/gain, net (0.0) 0.1 (2.3) Other income 0.3 3.4 23.0 Other expenses (0.4) (2.9) (4.7) Net income/(loss) before income taxes 51.2 (46.7) 80.3 Income tax expenses (15.8) (16.0) (49.3) Net income/(loss) 35.4 (62.7) 31.0 ​ Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022 Total revenues.
The Group’s historical results presented below are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2023 2024 ​ ​ RMB ​ RMB ​ RMB US$ ​ ​ (in thousands, except for share and per share data) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ Financing income 308,717 ​ — ​ — ​ — Sales commission fee 115 ​ — ​ — ​ — Penalty fee 53,445 ​ — ​ — ​ — Loan facilitation income and other related income 18,809 ​ — ​ — ​ — Transaction services fee and other related income 113,790 ​ — ​ — ​ — Delivery service income — ​ 95,292 ​ 203,745 ​ 27,913 Sales income and others 82,617 ​ 31,046 ​ 12,683 ​ 1,738 Total revenues 577,493 ​ 126,338 ​ 216,428 ​ 29,651 Cost of revenues: ​ ​ ​ ​ ​ ​ ​ Cost of goods sold (326,889) ​ (27,716) ​ (1,018) ​ (139) Cost of delivery services income and other revenues (56,202) ​ (132,398) ​ (200,005) ​ (27,401) Total cost of revenues (383,091) ​ (160,114) ​ (201,023) ​ (27,540) Operating expenses: ​ ​ ​ ​ ​ ​ ​ Sales and marketing (271,611) ​ (3,796) ​ (5,868) ​ (804) General and administrative (287,457) ​ (273,589) ​ (276,565) ​ (37,889) Research and development (58,275) ​ (47,763) ​ (58,464) ​ (8,010) Changes in guarantee liabilities and risk assurance liabilities 103,991 ​ — ​ — ​ — Reversal of/ (Provision for) expected credit losses on receivables and other assets 221,121 ​ (24,653) ​ 18,616 ​ 2,550 Impairment loss from other assets (268,927) ​ (5,800) ​ (1,570) ​ (215) Total operating expenses (561,158) ​ (355,601) ​ (323,851) ​ (44,368) Other operating income 37,255 ​ 58,368 ​ 298 ​ 41 Loss from operations (329,501) ​ (331,009) ​ (308,148) ​ (42,216) Interest and investment income, net 112,816 ​ 255,333 ​ 380,062 ​ 52,068 Gain/ (Loss) from equity method investments 13,998 ​ 3,207 ​ (4,049) ​ (555) Gain/ (Loss) on derivative instruments (70,421) ​ 153,835 ​ 19,457 ​ 2,666 Foreign exchange gain/ (loss), net 250 ​ (2,932) ​ 20,658 ​ 2,830 Other income 19,833 ​ 29,005 ​ 61,352 ​ 8,405 Other expenses (16,599) ​ (5,965) ​ (11,795) ​ (1,616) Net income/(loss) before income taxes (269,624) ​ 101,474 ​ 157,537 ​ 21,582 Income tax expenses (92,428) ​ (62,340) ​ (65,806) ​ (9,015) Net income/(loss) (362,052) ​ 39,134 ​ 91,731 ​ 12,567 ​ ​ 90 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2023 2024 ​ ​ % Revenues: ​ ​ ​ ​ ​ ​ Financing income 53.4 ​ — ​ — Sales commission fee 0.0 ​ — ​ — Penalty fee 9.3 ​ — ​ — Loan facilitation income and other related income 3.3 ​ — ​ — Transaction services fee and other related income 19.7 ​ — ​ — Delivery service income — ​ 75.4 ​ 94.1 Sales income and others 14.3 ​ 24.6 ​ 5.9 Total revenues 100.0 ​ 100.0 ​ 100.0 Cost of revenues: ​ ​ ​ ​ ​ Cost of goods sold (56.6) ​ (21.9) ​ (0.5) Cost of delivery services income and other revenues (9.7) ​ (104.8) ​ (92.4) Total cost of revenues (66.3) ​ (126.7) ​ (92.9) Operating expenses: ​ ​ ​ ​ ​ Sales and marketing (47.0) ​ (3.0) ​ (2.7) General and administrative (49.8) ​ (216.6) ​ (127.8) Research and development (10.1) ​ (37.8) ​ (27.0) Changes in guarantee liabilities and risk assurance liabilities 18.0 ​ — ​ — Reversal of/(Provision for) expected credit losses on receivables and other assets 38.3 ​ (19.5) ​ 8.6 Impairment loss from other assets (46.6) ​ (4.6) ​ (0.7) Total operating expenses (97.2) ​ (281.5) ​ (149.6) Other operating income 6.5 ​ 46.2 ​ 0.1 Loss from operations (57.0) ​ (262.0) ​ (142.4) Interest and investment income, net 19.5 ​ 202.1 ​ 175.6 Gain/(Loss) from equity method investments 2.4 ​ 2.5 ​ (1.9) Gain/(Loss) on derivative instruments (12.2) ​ 121.8 ​ 9.0 Foreign exchange gain/ (loss), net 0.1 ​ (2.3) ​ 9.5 Other income 3.4 ​ 23.0 ​ 28.4 Other expenses (2.9) ​ (4.7) ​ (5.4) Net income/(loss) before income taxes (46.7) ​ 80.3 ​ 72.8 Income tax expenses (16.0) ​ (49.3) ​ (30.4) Net income/(loss) (62.7) ​ 31.0 ​ 42.4 ​ Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023 Total revenues.
The Group historically generated sales income from merchandise sales on the Wanlimu e-commerce platform, which the Group is in the process of winding down. In addition, the Group historically offered budget auto financing products, from which the Group generated sales income and financing income.
The Group historically generated sales income from merchandise sales on the Wanlimu e-commerce platform, which the Group completely wound down in April 2024. In addition, the Group historically offered budget auto financing products, from which the Group generated sales income and financing income. The Group started to wind down its budget auto financing business in the second quarter of 2019.
The following table sets forth a summary of the Group’s cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Summary Consolidated Cash Flow Data: Net cash provided by operating activities 922,065 260,871 352,020 49,581 Net cash (used in)/provided by investing activities (246,580) 1,884,829 3,895,444 548,662 Net cash used in financing activities (84,192) (834,991) (565,972) (79,715) Cash and cash equivalents, and restricted cash and cash equivalent at beginning of period 1,672,962 2,243,420 3,572,748 503,211 Cash and cash equivalents, and restricted cash and cash equivalent at end of period 2,243,420 3,572,748 7,266,779 1,023,504 ​ Operating Activities Net cash provided by operating activities was RMB352.0 million (US$49.6 million) in 2023, mainly attributable to net income of RMB39.1 million (US$5.5 million).
The following table sets forth a summary of the Group’s cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Summary Consolidated Cash Flow Data: Net cash provided by/(used in) operating activities 260,871 ​ 352,020 ​ (111,000) ​ (15,207) Net cash provided by/(used in) investing activities 1,884,829 ​ 3,895,444 ​ (2,344,367) ​ (321,177) Net cash (used in)/provided by financing activities (834,991) ​ (565,972) ​ 186,844 ​ 25,597 Cash and cash equivalents, and restricted cash and cash equivalents at beginning of the year 2,243,420 ​ 3,572,748 ​ 7,266,779 ​ 995,545 Cash and cash equivalents, and restricted cash and cash equivalents at end of the year 3,572,748 ​ 7,266,779 ​ 5,044,498 ​ 691,093 ​ 93 Table of Contents Operating Activities Net cash used in operating activities was RMB111.0 million (US$15.2 million) in 2024, mainly attributable to net income of RMB91.7 million (US$12.6 million).
The regulatory environment in the jurisdictions may continue to develop and evolve, creating both challenges and opportunities that could affect the Group’s financial performance.
These may affect the demand for logistics services to deliver the products consumers purchase and in turn affect the demand for the Group’s services. 80 Table of Contents The regulatory environment in the jurisdictions may continue to develop and evolve, creating both challenges and opportunities that could affect the Group’s financial performance.
The following table sets forth the Group’s total assets, total liabilities and total net assets as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Total assets 14,091,125 12,746,435 12,482,196 1,758,081 Total liabilities 1,567,586 703,723 794,245 111,868 Total net assets (1) 12,523,539 12,042,712 11,687,951 1,646,213 (1) Defined as total assets minus total liabilities.
The following table sets forth the Group’s total assets, total liabilities and total net assets as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Total assets 12,746,435 ​ 12,482,196 ​ 12,464,227 ​ 1,707,592 Total liabilities 703,723 ​ 794,245 ​ 1,172,798 ​ 160,673 Total net assets (1) 12,042,712 ​ 11,687,951 ​ 11,291,429 ​ 1,546,919 (1) Defined as total assets minus total liabilities.
GAAP, which is net income attributable to Qudian Inc.’s shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB RMB RMB US$ ​ ​ (in thousands) Net income/(loss) attributable to Qudian Inc.’s shareholders 3,264,288 958,819 589,074 (361,964) 39,134 5,512 Add: share-based compensation expenses ​ 87,299 ​ 45,634 ​ 35,345 ​ 24,054 ​ 4,936 ​ 695 Less: Convertible senior notes buyback income ​ — ​ 622,109 ​ 12,047 ​ 10,028 ​ — ​ — Adjusted net income/(loss) attributable to Qudian Inc.’s shareholders ​ 3,351,587 ​ 382,344 ​ 612,372 ​ (347,938) ​ 44,070 ​ 6,207 ​ Components of Results of Operations Revenues The Group’s total revenues comprise financing income, sales commission fee, sales income, penalty fees, guarantee income, loan facilitation income and other related income and transaction services fee and other related income.
GAAP, which is net income attributable to Qudian Inc.’s shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income/(loss) attributable to Qudian Inc.’s shareholders ​ (361,964) ​ 39,134 ​ 91,731 ​ 12,567 Add: share-based compensation expenses ​ 24,054 ​ 4,936 ​ 2,258 ​ 309 Less: Convertible senior notes buyback income ​ 10,028 ​ — ​ — ​ — Adjusted net income/(loss) attributable to Qudian Inc.’s shareholders ​ (347,938) ​ 44,070 ​ 93,989 ​ 12,876 ​ 81 Table of Contents Components of Results of Operations Revenues The Group’s total revenues comprise delivery service income, sales income and others, financing income, sales commission fee, penalty fee, loan facilitation income and other related income, transaction services fee and other related income.
As a result, the estimation of standalone selling price involves significant judgement. We estimate the standalone selling price of the loan facilitation and post-origination services using the expected cost plus a margin approach. Revenues from loan facilitation services are recognized when the Group matches borrowers with the institutional funding partners and the funds are provided to the borrower.
The Group does not have observable price for the loan facilitation services and post-origination services because the services are not provided separately. As a result, the estimation of standalone selling price involves significant judgement. We estimate the standalone selling price of the loan facilitation and post-origination services using the expected cost plus a margin approach.
In addition, the Group provides a guarantee on the principal and accrued interest repayments of the defaulted loans to the institutional funding partners.
When borrowers make instalment repayments directly to the institutional funding partners, the institutional funding partners will then remit the recurring service fees to us on a periodic basis. In addition, the Group provides a guarantee on the principal and accrued interest repayments of the defaulted loans to the institutional funding partners.
The transaction price allocated to loan facilitation income and post-origination services includes variable consideration which is contingent on the borrower making timely repayments. The amount of variable consideration is limited to the amount that is probable not to be reversed in future periods.
The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised services to the customer, net of value-added tax. The transaction price allocated to loan facilitation income and post-origination services includes variable consideration which is contingent on the borrower making timely repayments.
Net cash used in financing activities was RMB84.2 million in 2021, mainly due to the repurchases of convertible senior notes. Capital Expenditures The Group made capital expenditures of RMB478.4 million, RMB273.6 million and RMB565.0 million (US$79.6 million) in 2021, 2022 and 2023, respectively.
Net cash used in financing activities was RMB835.0 million in 2022, which was primarily attributable to the repurchases of ordinary shares and convertible senior notes. 94 Table of Contents Capital Expenditures The Group made capital expenditures of RMB273.6 million, RMB565.0 million and RMB318.0 million (US$43.6 million) in 2022, 2023 and 2024, respectively.
The Group’s expected credit loss for receivables and other assets was RMB 24.7 million (US$ 3.5 million) this year, compared with a reversal of RMB221.1 million for 2022, primarily due to credit loss for other assets. ● Impairment loss from other assets.
The Group’s expected credit reversal for receivables and other assets was RMB 18.6 million (US$ 2.6 million) for 2024, compared with credit loss of RMB 24.7 million for 2023, primarily due to credit reversal for other assets . Loss from operations. The Group’s loss from operations was RMB308.1 million (US$42.2 million) for 2024 compared to RMB331.0 million for 2023.
The Group is also subject to surcharges on VAT payments in accordance with PRC law.
The Group is subject to VAT at a rate of 13% on the budget auto financing services the Group provides to borrowers. The Group is also subject to surcharges on VAT payments in accordance with PRC law.
China Generally, our subsidiary and the Group VIEs in China are subject to enterprise income tax on their taxable income in China at a rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.
Australia Our subsidiaries incorporated in Australia are subject to a federal tax rate of 30% on their taxable income. China Generally, our subsidiary and the Group VIEs in China are subject to enterprise income tax on their taxable income in China at a rate of 25%.
As of December 31, 2021, 2022 and 2023, estimated tuition fee revenue was not material. Delivery services income In 2023, the Group provided last-mile package delivering service from warehouses to the locations in Australia and New Zealand designated by international delivery customers after the packages were shipped by international delivery customers from China to Australia and New Zealand.
Delivery services income Since 2023, the Group has been providing last-mile package delivering service from warehouses to the locations in Australia and New Zealand designated by international delivery customers after the packages were shipped by international delivery customers from China to Australia and New Zealand. Our customers are international delivery channel companies.
Financing Activities Net cash used in financing activities was RMB566.0 million (US$79.7 million) in 2023, which was primarily due to the repayment of short-term borrowings and repurchases of our ADSs. 96 Table of Contents Net cash used in financing activities was RMB835.0 million in 2022, which was primarily attributable to the repurchases of ordinary shares and convertible senior notes.
Financing Activities Net cash provided by financing activities was RMB186.8 million (US$25.6 million) in 2024, which was primarily attributable to proceeds from short-term borrowings, which was partially offset by the repurchase of ordinary shares. Net cash used in financing activities was RMB566.0 million in 2023, which was primarily due to the repayment of short-term borrowings and repurchases of our ADSs.
The Group has the ability to control the services provided by delivery drivers as it is responsible for identifying qualifying drivers and directing them to complete the deliveries. Additionally, the Group has ultimate control over the amounts charged to the customers.
The Group concludes that it acts as a principal in these transactions as the Group is primarily responsible for the delivery of package and has the ability to control the related services. The Group has the ability to control the services provided by delivery drivers as it is responsible for identifying qualifying drivers and directing them to complete the deliveries.
The Group recorded the impairment loss from other assets in 2023, primarily due to credit loss for other assets. 86 Table of Contents Share-based Compensation The following table sets forth the effect of share-based compensation expenses on the Group’s operating expenses line items, both in an absolute amount and as a percentage of total revenues, for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Sales and marketing 1,727 0.1 528 0.1 266 37 0.2 General and administrative 29,684 1.8 21,102 3.7 4,650 655 3.7 Research and development 3,934 0.2 2,424 0.4 20 3 0.0 Total 35,345 2.1 24,054 4.2 4,936 695 3.9 ​ See “⸺Critical Accounting Policies⸺Share-based Payments” for a description of what the Group accounts for the compensation cost from share-based payment transactions.
Share-based Compensation The following table sets forth the effect of share-based compensation expenses on the Group’s operating expenses line items, both in an absolute amount and as a percentage of total revenues, for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Sales and marketing 528 ​ 0.1 ​ 266 ​ 0.2 ​ 300 ​ 41 ​ 0.1 General and administrative 21,102 ​ 3.7 ​ 4,650 ​ 3.7 ​ 1,754 ​ 240 ​ 0.8 Research and development 2,424 ​ 0.4 ​ 20 ​ 0.0 ​ 204 ​ 28 ​ 0.1 Total 24,054 ​ 4.2 ​ 4,936 ​ 3.9 ​ 2,258 ​ 309 ​ 1.0 ​ Taxation Cayman Islands We are an exempted company incorporated in the Cayman Islands.
We first allocate the transaction price to the guarantee liabilities or risk assurance liabilities. The remaining transaction price is then allocated to the loan facilitation services and post-origination services on a relative standalone selling price basis. The Group does not have observable price for the loan facilitation services and post-origination services because the services are not provided separately.
Any subsequent changes in the transaction price will be allocated to the performance obligations on the same basis as at contract inception. We first allocate the transaction price to the guarantee liabilities or risk assurance liabilities. The remaining transaction price is then allocated to the loan facilitation services and post-origination services on a relative standalone selling price basis.
The margin earned is fixed based on the retail sales price without considering the financing terms chosen by the borrower. Sales commission fees are recognized and recorded net of the related cost on delivery date, as the Group is an agent and arrange for the goods to be provided by the suppliers.
Sales commission fees are recognized and recorded net of the related cost on delivery date, as the Group is an agent and arrange for the goods to be provided by the suppliers. 87 Table of Contents Penalty fee The Group charges borrowers and lessees penalty fee for late installment payments.
Penalty fee The Group charges borrowers and lessees penalty fee for late installment payments. The penalty fee is calculated based on the number of overdue days of unpaid outstanding balance of loan principals and lease receivables at the applicable late payment rate.
The penalty fee is calculated based on the number of overdue days of unpaid outstanding balance of loan principals and lease receivables at the applicable late payment rate. The penalty fee is recognized on a cash basis, which coincides with the penalty fee being probable not to be reversed.
Net income attributable to the Company’s shareholders per diluted share was RMB0.18 (US$0.03) in 2023, compared to a loss of RMB1.47 in the prior year. Adjusted net income attributable to Qudian Inc.’s shareholders.
The Group’s net income increased to RMB91.7 million (US$12.6 million) for 2024 from RMB39.1 million for 2023. Net income attributable to the Company’s shareholders per diluted share was RMB0.49 (US$0.07) for 2024, compared to RMB0.18 in the prior year. Adjusted net income attributable to Qudian Inc.’s shareholders.
These incentives are recorded as a reduction in financing service fees using the effective interest method. Sales commission fees In addition to financing income, the Group earns a margin from its merchandise installment credit services on the products purchased from suppliers on behalf of the borrowers.
Sales commission fees In addition to financing income, the Group earns a margin from its merchandise installment credit services on the products purchased from suppliers on behalf of the borrowers. The margin earned is fixed based on the retail sales price without considering the financing terms chosen by the borrower.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. Recent Accounting Pronouncements A list of recent accounting pronouncements that are relevant to us is included in note 2 to our consolidated financial statements, which are included in this annual report. C.
The Group is subject to VAT at a rate of 6% on the services the Group provides to borrowers, less any deductible VAT the Group has already paid or borne. The Group is subject to VAT at a rate of 13% on the budget auto financing services the Group provides to borrowers.
The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. 85 Table of Contents The Group is subject to VAT at a rate of 6% on the services the Group provides to borrowers, less any deductible VAT the Group has already paid or borne.
We estimated the variable consideration using the expected value method, based on historical defaults, current and forecasted borrower repayment trends and assessed whether variable consideration should be constrained. Any subsequent changes in the transaction price will be allocated to the performance obligations on the same basis as at contract inception.
The amount of variable consideration is limited to the amount that is probable not to be reversed in future periods. We estimated the variable consideration using the expected value method, based on historical defaults, current and forecasted borrower repayment trends and assessed whether variable consideration should be constrained.
The decrease in such line item since December 31, 2021 is in line with the Group’s shifting business strategy. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Short-term loan principal and financing service fee receivables 2,371,966 — — — ​ We believe that the anticipated cash flows from operating activities will be sufficient to meet the Group’s anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months.
We believe that the anticipated cash flows from operating activities will be sufficient to meet the Group’s anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months.
Our customers are international delivery channel companies. The Group recognizes such service income under “sales income and others” in the consolidated statements of comprehensive income/(loss). The Group concludes that it acts as a principal in these transactions as the Group is primarily responsible for the delivery of package and has the ability to control the related services.
The Group concludes that it acts as a principal in these transactions as the Group is primarily responsible for the delivery of package and has the ability to control the related services. The Group has the ability to control the services provided by delivery drivers as it is responsible for identifying qualifying drivers and directing them to complete the deliveries.
Revenues from post-origination services are recognized evenly over the term of the loans as the services are performed.
Revenues from loan facilitation services are recognized when the Group matches borrowers with the institutional funding partners and the funds are provided to the borrower. Additionally, revenues from post-origination services are recognized evenly over the term of the loans as the services are performed.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Our audit committee is responsible for, among other things: ● 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; 103 Table of Contents ● 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 the Group’s 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.
Our audit committee is responsible for, among other things: ● 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; 100 Table of Contents ● 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 the Group’s 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.
The functions and powers of our board of directors include, among others: ● conducting and managing the business of our company; ● representing our company in contracts and deals; ● appointing attorneys for our company; ● selecting 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 second amended and restated memorandum and articles of association. 105 Table of Contents Terms of Directors and Executive Officers Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our second amended and restated memorandum and articles of association.
The functions and powers of our board of directors include, among others: ● conducting and managing the business of our company; ● representing our company in contracts and deals; ● appointing attorneys for our company; ● selecting 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 second amended and restated memorandum and articles of association. 102 Table of Contents Terms of Directors and Executive Officers Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our second amended and restated memorandum and articles of association.
Our compensation committee is responsible for, among other things: ● 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; 104 Table of Contents ● 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.
Our compensation committee is responsible for, among other things: ● 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; 101 Table of Contents ● 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.
The non-compete restricted period typically expires two years after the termination of employment, and the Group agrees to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. 106 Table of Contents We believe that the Group maintains a good working relationship with its employees, and the Group has not experienced any major labor disputes.
The non-compete restricted period typically expires two years after the termination of employment, and the Group agrees to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. 103 Table of Contents We believe that the Group maintains a good working relationship with its employees, and the Group has not experienced any major labor disputes.
E. Share Ownership The following table sets forth information as of March 31, 2024 with respect to the beneficial ownership of our ordinary shares by: ● each of our directors and executive officers; and ● each person known to us to own beneficially 5.0% or more of our ordinary shares.
E. Share Ownership The following table sets forth information as of March 31, 2025 with respect to the beneficial ownership of our ordinary shares by: ● each of our directors and executive officers; and ● each person known to us to own beneficially 5.0% or more of our ordinary shares.
In April 2017, we directly issued 13,865,219 ordinary shares pursuant to our 2016 Equity Incentive Plan to Ark Trust in its capacity as trustee of the Equity Incentive Trust. As of March 31, 2024, the Equity Incentive Trust held 3,998,108 Class A ordinary shares.
In April 2017, we directly issued 13,865,219 ordinary shares pursuant to our 2016 Equity Incentive Plan to Ark Trust in its capacity as trustee of the Equity Incentive Trust. As of March 31, 2025, the Equity Incentive Trust held 3,998,108 Class A ordinary shares.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. For information regarding share awards granted to our directors and executive officers, see “⸺2016 Equity Incentive Plan.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. For information regarding share awards granted to our directors and executive officers, see “⸺2016 Equity Incentive Plan.” 97 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of March 31, 2024.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of March 31, 2025.
Each of Yifan Li and Shengwen Rong satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act. Our audit committee will consist solely of independent directors within one year of our initial public offering.
Each of Yifan Li and David Cui satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act. Our audit committee will consist solely of independent directors within one year of our initial public offering.
Yingming Li was designated by Guosheng HK pursuant to the deed and remains a director of our company as of the date of this annual report. Guosheng HK is further described under “Item 6. Directors, Senior Management and Employees E. Share Ownership.” D. Employees As of December 31, 2023, the Group had a total of 305 employees.
Yingming Li was designated by Guosheng HK pursuant to the deed and remains a director of our company as of the date of this annual report. Guosheng HK is further described under “Item 6. Directors, Senior Management and Employees⸺E. Share Ownership.” D. Employees As of December 31, 2024, the Group had a total of 262 employees.
(NYSE: XIN), Sunlands Technology Group (NYSE: STG), 36Kr Holdings Inc. (NASDAW: KRKR). Mr. Li received his MBA from the University of Chicago Booth School of Business in 2000, his master’s degree in accounting from University of Texas at Dallas in 1994, and his bachelor’s degree in economics from Fudan University in 1989. Mr.
(NYSE: XIN), 36Kr Holdings Inc. (NASDAW: KRKR). Mr. Li received his MBA from the University of Chicago Booth School of Business in 2000, his master’s degree in accounting from University of Texas at Dallas in 1994, and his bachelor’s degree in economics from Fudan University in 1989. Mr.
Gao worked at PricewaterhouseCoopers from 2003 to 2016, where he rose to the position of senior manager. Mr. Gao received his master’s degree in Statistic from Dongbei University of Finance and Economic, and his bachelor’s degree in accounting from the Dongbei University of Finance and Economic.
Prior to joining our company, Mr. Gao worked at PricewaterhouseCoopers from 2003 to 2016, where he rose to the position of senior manager. Mr. Gao received his master’s degree in Statistic from Dongbei University of Finance and Economic, and his bachelor’s degree in accounting from the Dongbei University of Finance and Economic.
Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Yifan Li and Shengwen Rong. Yifan Li is the chairperson of our audit committee. Yifan Li satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.
Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Yifan Li and David Cui. Yifan Li is the chairperson of our audit committee. Yifan Li satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.
Compensation Committee Our compensation committee consists of Yifan Li and Shengwen Rong. Yifan Li is the chairperson of our compensation committee. Each of Yifan Li and Shengwen Rong satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual.
Compensation Committee Our compensation committee consists of Yifan Li and David Cui. Yifan Li is the chairperson of our compensation committee. Each of Yifan Li and David Cui satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual.
The table below summarizes, as of the date of this annual report, the options we have granted to our directors and executive officers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ Option ​ ​ ​ ​ ​ ​ ​ ​ Options ​ Exercise ​ ​ ​ Option Expiration Name ​ Position ​ Awarded ​ Price ​ Grant Date ​ Date Long Xu ​ Director ​ * ​ US$ 0.0 ​ February 23, 2016 ​ February 23, 2026 ​ ​ ​ ​ * ​ US$ 0.0 ​ December 20, 2018 ​ December 20, 2028 ​ ​ ​ ​ * ​ US$ 0.0 ​ September 22, 2019 ​ September 22, 2029 ​ ​ ​ ​ * ​ US$ 0.0 ​ December 25, 2019 ​ December 25, 2029 ​ ​ * ​ US$ 0.0 ​ March 26, 2020 ​ March 26, 2030 Yifan Li Independent director * ​ US$ 0.0 ​ October 17, 2017 ​ December 8, 2026 ​ ​ * ​ US$ 0.0 ​ June 14, 2019 ​ June 14, 2029 Shengwen Rong Independent director * ​ US$ 0.0 ​ November 30, 2018 ​ November 30, 2028 ​ ​ * ​ US$ 0.0 ​ June 14, 2019 ​ June 14, 2029 Yan Gao Vice President of Finance * ​ US$ 0.0 ​ May 3, 2017 ​ May 3, 2027 ​ ​ * ​ US$ 0.0 ​ March 12, 2018 ​ March 12, 2028 ​ ​ * ​ US$ 0.0 ​ December 20, 2018 ​ December 20, 2028 ​ ​ * ​ US$ 0.0 ​ September 22, 2019 ​ September 22, 2029 ​ ​ * ​ US$ 0.0 ​ December 25, 2019 ​ December 25, 2029 ​ ​ * ​ US$ 0.0 ​ March 26, 2020 ​ March 26,2030 * Less than 1% of our outstanding shares, assuming conversion of our preferred shares into ordinary shares. ​ 102 Table of Contents Equity Incentive Trust The Qudian Inc.
The table below summarizes, as of the date of this annual report, the options we have granted to our directors and executive officers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ Option ​ ​ ​ ​ ​ ​ ​ ​ Options ​ Exercise ​ ​ ​ Option Expiration Name ​ Position ​ Awarded ​ Price ​ Grant Date ​ Date Long Xu ​ Director ​ 1,000,000 ​ US$ 0.0 ​ February 23, 2016 ​ February 23, 2026 ​ ​ ​ ​ 500,000 ​ US$ 0.0 ​ December 20, 2018 ​ December 20, 2028 ​ ​ ​ ​ 480,000 ​ US$ 0.0 ​ September 22, 2019 ​ September 22, 2029 ​ ​ ​ ​ 330,000 ​ US$ 0.0 ​ December 25, 2019 ​ December 25, 2029 ​ ​ 80,000 ​ US$ 0.0 ​ March 26, 2020 ​ March 26, 2030 Yifan Li Independent director * ​ US$ 0.0 ​ October 18, 2017 ​ October 18, 2027 ​ ​ * ​ US$ 0.0 ​ June 14, 2019 ​ June 14, 2029 Yan Gao Vice President of Finance * ​ US$ 0.0 ​ May 3, 2017 ​ May 3, 2027 ​ ​ * ​ US$ 0.0 ​ March 12, 2018 ​ March 12, 2028 ​ ​ * ​ US$ 0.0 ​ December 20, 2018 ​ December 20, 2028 ​ ​ * ​ US$ 0.0 ​ September 22, 2019 ​ September 22, 2029 ​ ​ * ​ US$ 0.0 ​ December 25, 2019 ​ December 25, 2029 ​ ​ * ​ US$ 0.0 ​ March 26, 2020 ​ March 26,2030 * Less than 1% of our outstanding shares, assuming conversion of our preferred shares into ordinary shares. ​ 99 Table of Contents Equity Incentive Trust The Qudian Inc.
Li was the chief finance and investment advisor of Human Horizons Holdings Co. Ltd., a premium luxury electric vehicle manufacturer until December 2023, after servicing as chief financial officer since April 2021. Prior to that, he had served as a board director and a vice president of Geely Holding Group Co., Ltd., an automotive manufacturing company, since October 2014.
Ltd., a premium luxury electric vehicle manufacturer until December 2023, after servicing as chief financial officer since April 2021. Prior to that, he had served as a board director and a vice president of Geely Holding Group Co., Ltd., an automotive manufacturing company, since October 2014.
The total number of ordinary shares outstanding as of March 31, 2024 was 189,403,851, comprising 125,912,679 Class A ordinary shares and 63,491,172 Class B ordinary shares, excluding (i) ordinary shares represented by the ADSs repurchased by the Company, (ii) ordinary shares issuable upon the exercise of outstanding share options and (iii) ordinary shares reserved for future issuance under our share incentive plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ ​ ​ Percentage of ​ ​ ​ ​ ​ ​ Percentage of ​ aggregate ​ ​ Class A ​ Class B ​ total ordinary ​ voting ​ ​ ordinary shares ​ ordinary shares ​ shares ​ power** Directors and Executive Officers: ​ ​ ​ ​ ​ ​ ​ ​ Min Luo (1) ​ 2,836,200 ​ 63,491,172 ​ 35.0 ​ 83.8 Long Xu ​ * ​ — ​ * ​ * Yingming Li — — — — Shengwen Rong * — * * Yifan Li * — * * Yan Gao * — * * Directors and Executive Officers as a Group 4,859,700 63,491,172 36.1 84.1 Principal Shareholders ​ ​ ​ ​ Qufenqi Holding Limited — 63,491,172 33.5 83.5 Guosheng HK (2) 12,670,000 — 6.7 1.7 * Beneficially owns less than 1% of our outstanding shares. ** 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.
The total number of ordinary shares outstanding as of March 31, 2025 was 165,126,492, comprising 101,635,320 Class A ordinary shares and 63,491,172 Class B ordinary shares, excluding (i) ordinary shares represented by the ADSs repurchased by the Company, (ii) ordinary shares issuable upon the exercise of outstanding share options and (iii) ordinary shares reserved for future issuance under our share incentive plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ ​ ​ Percentage of ​ ​ ​ ​ ​ ​ Percentage of ​ aggregate ​ ​ Class A ​ Class B ​ total ordinary ​ voting ​ ​ ordinary shares ​ ordinary shares ​ shares ​ power** Directors and Executive Officers: ​ ​ ​ ​ ​ ​ ​ ​ Min Luo (1) ​ 2,836,200 ​ 63,491,172 ​ 40.2 ​ 86.6 Long Xu (2) ​ 1,790,000 ​ — ​ 1.1 ​ 0.2 Yingming Li — — — — David Cui — — — — Yifan Li * — * * Yan Gao * — * * Directors and Executive Officers as a Group 4,911,808 63,491,172 41.0 86.7 Principal Shareholders ​ ​ ​ ​ Qufenqi Holding Limited — 63,491,172 38.5 86.2 Guosheng HK (3) 12,670,000 — 7.7 1.7 * Beneficially owns less than 1% of our outstanding shares. ** 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.
Li served as director and deputy general manager of Guosheng Financial Holding in charge of investments prior to the end of March 2023. Mr. Li graduated from Fudan University with a master degree in economics. Mr. Shengwen Rong has served as our independent director since August 2018. From February 2017 to September 2018, Mr.
Li served as director and deputy general manager of Guosheng Financial Holding in charge of investments prior to the end of March 2023. Mr. Li graduated from Fudan University with a master degree in economics. 96 Table of Contents Mr. David Cui has served as our independent director since May 2024. Mr.
The registered address of Guosheng HK is Unit 606, 6th Floor, Alliance Building, 133 Connaught Road Central, Hong Kong. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.
The registered address of Guosheng HK is 14th Floor, the Hong Kong club building NO.3A chater road. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.
Li is a Certified Public Accountant in the United States and a Chartered Global Management Accountant. His business address is 1339 Wanfang Road, Minhang District, Shanghai, PRC, 201112. Mr. Yan Gao has been our vice president of finance since March 2020 and has served as the financial director of our company since 2017. Prior to joining our company, Mr.
Li is a Certified Public Accountant in the United States and a Chartered Global Management Accountant. His business address is Suite 2702A, L’AVENUE, 99 Xianxia Road, Chang Ning District, Shanghai 200051. Mr. Yan Gao has been our vice president of finance since March 2020 and has served as the financial director of our company since 2017.
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. ​
A copy of the Clawback Policy has been incorporated by reference herein as Exhibit 97.1. ​
Name Age Position/Title Min Luo 41 Chairman and Chief Executive Officer Long Xu 41 Director and Senior Vice President Yingming Li 46 Director Shengwen Rong 55 Independent Director Yifan Li 57 Independent Director Yan Gao 43 Vice President of Finance ​ Mr.
Name Age Position/Title Min Luo 42 Chairman and Chief Executive Officer Long Xu 42 Director and Senior Vice President Yingming Li 47 Director David Cui 56 Independent Director Yifan Li 58 Independent Director Yan Gao 44 Vice President of Finance ​ Mr.
The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets. 100 Table of Contents In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment.
The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
The following table sets forth the breakdown of the Group’s employees as of December 31, 2023 by function: ​ ​ ​ ​ ​ ​ Number of Function Employees % of Total Risk management 13 4.3 Technology and product development 128 42.0 Finance 44 14.4 Operation management 46 15.1 General administrative and others 22 7.2 Others (1) ​ 52 ​ 17.0 Total 305 100.0 (1) Including employees in the Group’s new businesses, sales and marketing, Dabai Auto and Wanlimu Kids project teams. ​ As of December 31, 2023, a majority of the Group’s employees were based in Xiamen in Fujian Province and Shenzhen in Guangdong Province.
The following table sets forth the breakdown of the Group’s employees as of December 31, 2024 by function: ​ ​ ​ ​ ​ ​ Number of Function Employees % of Total Risk management 11 4.2 Technology and product development 97 37.0 Finance 41 15.7 Operation management 75 28.6 General administrative and others 23 8.8 Others (1) ​ 15 ​ 5.7 Total 262 100.0 (1) Including employees in the Group’s new businesses, sales and marketing and Dabai Auto project team. ​ As of December 31, 2024, a majority of the Group’s employees were based in Xiamen in Fujian Province.
The remainders of the Group’s employees were based in various other locations across China and overseas. The number of the Group’s employees increased from 215 as of December 31, 2022 to 305 as of December 31, 2023, as the Group expands its last-mile delivery business and continues to explore new business opportunities.
The remainders of the Group’s employees were based in various other locations across China and overseas. The number of the Group’s employees decreased from 305 as of December 31, 2023 to 262 as of December 31, 2024, as the Group completed preliminary research and exploration for last-mile delivery business.
Qufenqi Holding Limited, or Qufenqi, is indirectly wholly owned by a trust of which Mr. Min Luo and his wife are the beneficiaries. Mr. Min Luo is our founder, chairman of the board and chief executive officer. The registered address of Qufenqi Holding Limited is Geneva Place, Waterfront Drive, P.O.
Qufenqi Holding Limited, or Qufenqi, is indirectly wholly owned by a trust of which Mr. Min Luo and his wife are the beneficiaries. Mr. Min Luo is our founder, chairman of the board and chief executive officer. The registered address of Qufenqi Holding Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
The business address for all of our executive officers and directors is Tower A, AVIC Zijin Plaza, Siming District, Xiamen, Fujian Province 361000, the People’s Republic of China. B. Compensation In 2023, the Group paid aggregate cash compensation of approximately RMB5.3 million (US$0.7 million) to our directors and executive officers as a group.
The business address for all of our executive officers and directors is Building 1, Qudian Innovation Park, Meilin Street, Tongan District, Xiamen, Fujian Province, the People’s Republic of China. B. Compensation In 2024, the Group paid aggregate cash compensation of approximately RMB16.5 million (US$2.3 million) to our directors and executive officers as a group.
Term Unless terminated earlier, the 2016 Equity Incentive Plan will continue in effect for a term of ten years from the date of its adoption.
Change in Control In the event of a change in control, the administrator may provide for acceleration of equity awards, purchase of equity awards from holders or replacement of equity awards. 98 Table of Contents Term Unless terminated earlier, the 2016 Equity Incentive Plan will continue in effect for a term of ten years from the date of its adoption.
Vesting Schedule The administrator determines the vesting schedule of each equity award granted under the 2016 Equity Incentive Plan, which vesting schedule will be set forth in the award agreement for such equity award.
Vesting Schedule The administrator determines the vesting schedule of each equity award granted under the 2016 Equity Incentive Plan, which vesting schedule will be set forth in the award agreement for such equity award. Amendment and Termination The board of directors may at any time amend or terminate the 2016 Equity Incentive Plan, subject to certain exceptions.
Rong received a bachelor’s degree in international finance from Renmin University, a master’s degree in accounting from West Virginia University and an MBA degree from University of Chicago Booth School of Business. Mr. Rong is a Certified Public Accountant in the United States. 99 Table of Contents Mr. Yifan Li has served as our independent director since October 2017. Mr.
Cui has a bachelor’s degree in business administration from Simon Fraser University, Canada and is a retired Certified Public Accountant in the United States. Mr. Yifan Li has served as our independent director since October 2017. Mr. Li was the chief finance and investment advisor of Human Horizons Holdings Co.
Amendment and Termination The board of directors may at any time amend or terminate the 2016 Equity Incentive Plan, subject to certain exceptions. 101 Table of Contents Granted Options We have granted options to purchase our Class A ordinary shares to certain of our officers, directors, employees and a third-party consultant pursuant to the 2016 Equity Incentive Plan.
Granted Options We have granted options to purchase our Class A ordinary shares to certain of our officers, directors, employees and a third-party consultant pursuant to the 2016 Equity Incentive Plan. Certain options previously granted were subsequently canceled. As of March 31, 2025, there was no outstanding option.
The administrator will determine the provisions and terms and conditions of each equity award. Change in Control In the event of a change in control, the administrator may provide for acceleration of equity awards, purchase of equity awards from holders or replacement of equity awards.
The administrator will determine the provisions and terms and conditions of each equity award.
Box 3469, Road Town, Tortola, British Virgin Islands. 107 Table of Contents (2) Represents 12,670,000 Class A ordinary shares held by Guosheng (Hong Kong) Investment Limited, or Guosheng HK.
(2) Represents 1,790,000 Class A ordinary shares that Mr. Long Xu has the right to acquire pursuant to the terms of the share options held by him. 104 Table of Contents (3) Represents 12,670,000 Class A ordinary shares held by Guosheng (Hong Kong) Investment Limited, or Guosheng HK.
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Rong served as senior vice president and then chief financial officer of Yixia Technology Co., Ltd. Prior to that, Mr.
Added
Cui has served as an independent non-executive director of Inkeverse Group Limited (formerly known as Inke Limited), a leading Chinese mobile live streaming company listed on the Hong Kong Stock Exchange, since June 2018, and Yalla Group Limited, the largest Middle East and North Africa (MENA)-based online social networking and gaming company, since September 2020. Mr.
Removed
Rong served as the chief financial officer at Quixey, Inc, from 2015 to 2016, the chief financial officer at UCWeb from 2012 to 2014, and the chief financial officer at Country Style Cooking Restaurant Chain Co., Ltd., an NYSE-listed company, from 2010 to 2012. Currently Mr.
Added
Cui has extensive experience in public accounting and financial management. From October 2020 to May 2023, Mr. Cui served as the chief financial officer of Vipshop Holdings Limited. From August 2017 to September 2020, Mr. Cui was the chief financial officer of Huami Corporation (currently known as Zepp Health Corporation). From August 2015 to April 2017, Mr.
Removed
Rong serves as an independent director and audit committee chair of several companies, including TCTM Kids IT Education Inc. (NASDAQ: TCTM), 51Talk Online Education (NYSE: COE), X Financial (NYSE: XYF), Mogu Inc. (NYSE: MOGU) and Vision Deal HK Acquisition Corp. (SEHK: 7827). Mr.
Added
Cui was the chief financial officer of China Digital Video Holdings Limited, a company listed on the Hong Kong Stock Exchange. Prior to that, Mr. Cui was an independent financial advisor to high growth companies on business strategies, fund raising, corporate governance and accounting matters. From April 2011 to August 2013, Mr.
Removed
Certain options previously granted were subsequently canceled. As of March 31, 2024, options to purchase 7,500 Class A ordinary shares remained outstanding.
Added
Cui was the chief financial officer in iKang Healthcare Group, Inc., a company previously listed on the Nasdaq Global Select Market. He was an audit senior manager of Deloitte Touche Tohmatsu, China from April 2007 to April 2011. Prior to that, Mr. Cui was the financial reporting manager of Symantec Corporation.
Added
From April 2004 to August 2006, he served as an audit manager of Ernst & Young, California. Mr. Cui was a senior auditor in the Audit and Advisory Services practice of Health Net, Inc., California from May 2001 to April 2004. From January 1996 to May 2001, Mr. Cui worked in public accounting in Canada and the United States. Mr.
Added
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

2 edited+0 added−1 removed1 unchanged
Ganzhou Qufenqi has also entered into a series of contractual arrangements with the aforementioned two Group VIEs and its shareholders. For a description of these contractual arrangements, see “Item 4. Information on the Company⸺B. Business Overview⸺Overview⸺Our Contractual Arrangements with the Group VIEs and Their Shareholders.” 108 Table of Contents Equity Incentive Plan See “Item 6. Directors, Senior Management and Employees⸺B.
For a description of these contractual arrangements, see “Item 4. Information on the Company⸺B. Business Overview⸺Overview⸺Our Contractual Arrangements with the Group VIEs and Their Shareholders.” Equity Incentive Plan See “Item 6. Directors, Senior Management and Employees⸺B. Compensation⸺2016 Equity Incentive Plan.” 105 Table of Contents C. Interests of Experts and Counsel Not Applicable. ​
As a result, we operate our relevant business through contractual arrangements among Ganzhou Qufenqi, our wholly-owned PRC subsidiary, Beijing Happy Time, a Group VIE, and the shareholders of Beijing Happy Time. We established a new Group VIE, Ganzhou Qudian in 2017.
As a result, we operate our relevant business through contractual arrangements among Ganzhou Qufenqi, our wholly-owned PRC subsidiary, Xiamen Quxianxiang, a Group VIE, and the shareholders of Xiamen Quxianxiang. We established a new Group VIE, Xiamen Lexiang in 2017. Ganzhou Qufenqi has also entered into a series of contractual arrangements with the aforementioned two Group VIEs and its shareholders.
Removed
Compensation⸺2016 Equity Incentive Plan.” C. Interests of Experts and Counsel Not Applicable. ​

Other HTT 10-K year-over-year comparisons