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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 — 2024 vs 2025

Top changes in Qudian Inc.'s 2025 20-F

398 paragraphs added · 474 removed · 335 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

139 edited+30 added−50 removed474 unchanged
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.
See “—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.” In addition, the PCAOB announced on November 30, 2023 its settled disciplinary sanctions on three China-based accounting firms and four individuals of a total of US$7.9 million for (i) violation of integrity and personnel management elements of the PCAOB quality control standards by failing to detect or prevent extensive, improper answer sharing on tests for mandatory internal training courses and (ii) falsification of an audit report and failures to maintain independence from issuer client, and improperly adopted the work of another accounting firm as their own.
See “—If the PCAOB determines that it is unable to inspect or investigate completely our former 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.” In addition, the PCAOB announced on November 30, 2023 its settled disciplinary sanctions on three China-based accounting firms and four individuals of a total of US$7.9 million for (i) violation of integrity and personnel management elements of the PCAOB quality control standards by failing to detect or prevent extensive, improper answer sharing on tests for mandatory internal training courses and (ii) falsification of an audit report and failures to maintain independence from issuer client, and improperly adopted the work of another accounting firm as their own.
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.
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; 15 Table of Contents ● 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.
In December 2012, the SEC brought administrative proceedings against the PRC-based “big four” accounting firms, including the auditors of our audit report in this annual report, alleging that they had violated U.S. securities laws by failing to provide audit work papers and other documents related to certain other PRC-based companies under investigation by the SEC.
In December 2012, the SEC brought administrative proceedings against the PRC-based “big four” accounting firms, including the former auditors of our audit report in this annual report, alleging that they had violated U.S. securities laws by failing to provide audit work papers and other documents related to certain other PRC-based companies under investigation by the SEC.
Additional remedial measures could be imposed on certain PRC-based accounting firms, including our independent registered public accounting firm, in administrative proceedings instituted by the SEC, as a result of which our financial statements may be determined to not be in compliance with the requirements of the Exchange Act, if at all.
Additional remedial measures could be imposed on certain PRC-based accounting firms, including our former independent registered public accounting firm, in administrative proceedings instituted by the SEC, as a result of which our financial statements may be determined to not be in compliance with the requirements of the Exchange Act, if at all.
Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market price of our Class A ordinary shares and/or our ADSs may be adversely affected. 42 Table of Contents If the auditors of our audit report in this annual report independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on the Group’s consolidated financial statements, the Group’s consolidated financial statements could be determined not to be in compliance with the requirements of the Exchange Act.
Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market price of our Class A ordinary shares and/or our ADSs may be adversely affected. 40 Table of Contents If the auditors of our audit report in this annual report independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on the Group’s consolidated financial statements, the Group’s consolidated financial statements could be determined not to be in compliance with the requirements of the Exchange Act.
In March 2024, we announced another share repurchase program, under which we may repurchase up to US$300 million worth of our outstanding (i) ADSs and/or (ii) Class A ordinary shares over a period of 36 months starting from June 13, 2024.
In March 2024, we announced another share repurchase program, under which we may repurchase up to US$300 million worth of our issued and outstanding (i) ADSs and/or (ii) Class A ordinary shares over a period of 36 months starting from June 13, 2024.
The inability of the PCAOB to conduct complete inspections of auditors in China before 2022 may have made it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections.
The inability of the PCAOB to conduct complete inspections of auditors in China before 2022 may have made it more difficult to evaluate the effectiveness of our former auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections.
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”).
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. 13 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”).
If dividends payable to our non-PRC investors, or gains from the transfer of our ADSs or Class A ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in our ADSs or Class A ordinary shares may decline significantly. 37 Table of Contents We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.
If dividends payable to our non-PRC investors, or gains from the transfer of our ADSs or Class A ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in our ADSs or Class A ordinary shares may decline significantly. ​ 35 Table of Contents We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.
On February 3, 2011, the General Office of the State Council promulgated the Notice on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Security Review Notice, which became effective on March 6, 2011.
On February 3, 2011, the General Office of the State Council promulgated the Notice on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Security Review Notice, which became effective on March 3, 2011.
In addition, any system failure or breach of the Group’s privacy policy by the Group’s current or former employees that may compromise of the Group’s security and result in an unauthorized access to or release of the Group’s users’ or other customers’ data could greatly limit the user engagement of the Group’s products and services, harm our reputation and brand image, as well as affect the Group’s business operations. 43 Table of Contents PRC government authorities have promulgated laws and regulations to protect personal information from any abuse or unauthorized disclosure.
In addition, any system failure or breach of the Group’s privacy policy by the Group’s current or former employees that may compromise of the Group’s security and result in an unauthorized access to or release of the Group’s users’ or other customers’ data could greatly limit the user engagement of the Group’s products and services, harm our reputation and brand image, as well as affect the Group’s business operations. 41 Table of Contents PRC government authorities have promulgated laws and regulations to protect personal information from any abuse or unauthorized disclosure.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. 51 Table of Contents As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. 49 Table of Contents As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.
We cannot assure you that the PCAOB will always have complete access to inspect and investigate our auditor, or that we will not be identified as an SEC-identified issuer again in the future. 41 Table of Contents If we are identified as an SEC-identified issuer again in the future, we cannot assure you that we will be able to change our auditor or take other remedial measures in a timely manner, and if we were to be identified as an SEC-identified issuer for two consecutive years, we would be delisted from the NYSE and our securities (including our shares and ADSs) will not be permitted for trading “over-the-counter” either.
We cannot assure you that the PCAOB will always have complete access to inspect and investigate our auditor, or that we will not be identified as an SEC-identified issuer again in the future. 39 Table of Contents If we are identified as an SEC-identified issuer again in the future, we cannot assure you that we will be able to change our auditor or take other remedial measures in a timely manner, and if we were to be identified as an SEC-identified issuer for two consecutive years, we would be delisted from the NYSE and our securities (including our shares and ADSs) will not be permitted for trading “over-the-counter” either.
Limitations on the ability of the Group VIEs to make remittance to the wholly-foreign owned enterprise and on the ability of our subsidiaries to pay dividends to us could limit our ability to access cash generated by the operations of those entities, including to make investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business. 36 Table of Contents We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.
Limitations on the ability of the Group VIEs to make remittance to the wholly-foreign owned enterprise and on the ability of our subsidiaries to pay dividends to us could limit our ability to access cash generated by the operations of those entities, including to make investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business. ​ 34 Table of Contents We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount. 39 Table of Contents PRC regulations establish more complex procedures for acquisitions conducted by foreign investors which could make it more difficult for us to pursue growth through acquisitions.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount. 37 Table of Contents PRC regulations establish more complex procedures for acquisitions conducted by foreign investors which could make it more difficult for us to pursue growth through acquisitions.
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.
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. 14 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.
As a result, we may be required to expend valuable resources to comply with SAT Circular 37 and Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations. 38 Table of Contents We are subject to restrictions on currency exchange.
As a result, we may be required to expend valuable resources to comply with SAT Circular 37 and Bulletin 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations. ​ 36 Table of Contents We are subject to restrictions on currency exchange.
If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 19 Table of Contents 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.
If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 17 Table of Contents 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.
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.
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.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting the Group’s or its industry; 46 Table of Contents ● announcements of studies and reports relating to the quality of the Group’s product and service offerings or those of our competitors; ● changes in the economic performance or market valuations of other competitors in the industry the Group operates in; ● actual or anticipated fluctuations in the Group’s quarterly results of operations and changes or revisions of the Group’s expected results; ● changes in financial estimates by securities research analysts; ● conditions in the market which the Group operates in; ● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● fluctuations of exchange rates between the Renminbi and the U.S. dollar; ● release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and ● sales or perceived potential sales of additional Class A ordinary shares or ADSs.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting the Group’s or its industry; 44 Table of Contents ● announcements of studies and reports relating to the quality of the Group’s product and service offerings or those of our competitors; ● changes in the economic performance or market valuations of other competitors in the industry the Group operates in; ● actual or anticipated fluctuations in the Group’s quarterly or semi-annual results of operations and changes or revisions of the Group’s expected results; ● changes in financial estimates by securities research analysts; ● conditions in the market which the Group operates in; ● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● fluctuations of exchange rates between the Renminbi and the U.S. dollar; ● release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and ● sales or perceived potential sales of additional Class A ordinary shares or ADSs.
Employers who fail to allow for such vacation time must compensate their employees three times their regular salaries for each vacation day disallowed, unless such employers can provide evidence, such as a copy of a written notice provided to their employees, that suggests the employers made arrangements for their employees to take such annual leaves, but such employees voluntarily waived taking their leaves or such employees waived their right to such vacation days in writing. 40 Table of Contents 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.
Employers who fail to allow for such vacation time must compensate their employees three times their regular salaries for each vacation day disallowed, unless such employers can provide evidence, such as a copy of a written notice provided to their employees, that suggests the employers made arrangements for their employees to take such annual leaves, but such employees voluntarily waived taking their leaves or such employees waived their right to such vacation days in writing. 38 Table of Contents The PCAOB had historically been unable to inspect our former auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our former auditor in the past has deprived our investors with the benefits of such inspections.
Cybersecurity review and network data security review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial conditions, and results of operations. 45 Table of Contents Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules and how they may impact our business, financial condition and results of operations.
Cybersecurity review and network data security review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial conditions, and results of operations. 43 Table of Contents Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules and how they may impact our business, financial condition and results of operations.
Our corporate affairs are governed by our memorandum and articles of association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and the common law of the Cayman Islands.
Our corporate affairs are governed by our memorandum and articles of association, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and the common law of the Cayman Islands.
For these purposes, the composition the Group’s income and assets may be affected by how, and how quickly, the Group uses the cash and other liquid assets that it currently holds.
For these purposes, the composition of the Group’s income and assets may be affected by how, and how quickly, the Group uses the cash and other liquid assets that it currently holds.
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.
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 Related to M&A and Overseas Listings.” However, since the Trial Measures was relatively new, its interpretation, application and enforcement remain unclear.
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.
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. 42 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.
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.
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 pandemics 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; 12 Table of Contents ● lower levels of use of the Internet; ● 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.
Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. The auditor is located in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022.
Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. Our former auditor is located in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022.
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.
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. 23 Table of Contents We could be adversely affected by political tensions between the United States and China.
Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. 49 Table of Contents The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law.
Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. 47 Table of Contents The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law.
Taxation⸺Certain United States Federal Income Tax Considerations-Passive Foreign Investment Company.” 52 Table of Contents We will continue to incur increased costs as a result of being a public company. As a U.S. public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
Taxation⸺Certain United States Federal Income Tax Considerations-Passive Foreign Investment Company.” 50 Table of Contents We will continue to incur increased costs as a result of being a public company. As a U.S. public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
Since the launch of the Group’s business, the Group had experienced the system outage during the holiday seasons in China due to competition for available cloud computing services provided by the Group’s service provider and we cannot assure you that such incidents will not occur in the future.
Since the launch of the Group’s business, the Group had experienced the system outage during the holiday seasons in China due to competition for available cloud computing services provided by the Group’s service providers and we cannot assure you that such incidents will not occur in the future.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish the Group’s results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the NYSE.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish the Group’s results on a quarterly or semi-annual basis as press releases, distributed pursuant to the rules and regulations of the NYSE.
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.
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 2025.
Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings. 48 Table of Contents You may not receive cash dividends if the depositary decides it is impractical to make them available to you.
Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings. 46 Table of Contents You may not receive cash dividends if the depositary decides it is impractical to make them available to you.
You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. 47 Table of Contents Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. 45 Table of Contents Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
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.
The cash flows occurred between our company, our subsidiaries and the Group VIEs are summarized below: For the years ended December 31, 2023, 2024 and 2025, our company provided capital contribution of RMB184.0 million, nil and nil to our subsidiaries, respectively.
The Group’s quarterly results of operations, including the levels of the Group’s total revenues, cost of revenues and operating expenses, net income/(loss) and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of the Group’s operating results may not be meaningful, especially given the Group’s limited operating history.
The Group’s quarterly or semi-annual results of operations, including the levels of the Group’s total revenues, cost of revenues and operating expenses, net income/(loss) and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of the Group’s operating results may not be meaningful, especially given the Group’s limited operating history.
These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for the Group’s services and consequently have a material adverse effect on the Group’s businesses, financial condition and results of operations. 33 Table of Contents There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for the Group’s services and consequently have a material adverse effect on the Group’s businesses, financial condition and results of operations. There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
Factors that may cause fluctuations in the Group’s quarterly financial results include: ● the mix of services and products the Group offers; ● performance of the Group’s businesses; ● the timing of expenses related to the development or acquisition of technologies or businesses; ● network outages or security breaches; ● general economic, industry and market conditions; and ● changes in applicable laws and regulations.
Factors that may cause fluctuations in the Group’s quarterly financial results include: ● the mix of services and products the Group offers; ● performance of the Group’s businesses; ● the timing of expenses related to the development or acquisition of technologies or businesses; ● network outages or security breaches; 18 Table of Contents ● general economic, industry and market conditions; and ● changes in applicable laws and regulations.
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.
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.
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.
However, we may fail to obtain such intended benefits. 16 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.
In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. 50 Table of Contents Our second amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including Class A ordinary shares represented by our ADSs, at a premium.
In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. 48 Table of Contents Our second amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including Class A ordinary shares represented by our ADSs, at a premium.
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.
In addition, rules and regulations in China may be amended, supplemented or interpreted from time to time. ● The PCAOB had historically been unable to inspect our former auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our former 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. ● 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.
The Group’s operations depend on the service provider’s ability to protect its and the Group’s systems in its facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses or attempts to harm the Group’s systems, criminal acts and similar events.
The Group’s operations depend on the service providers’ ability to protect theirs and the Group’s systems in its facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses or attempts to harm the Group’s systems, criminal acts and similar events.
Any failure in protecting or enforcing the Group’s intellectual property rights could have a material adverse effect on the Group’s business, financial condition and results of operations. The Group may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt its business and operations.
Any failure in protecting or enforcing the Group’s intellectual property rights could have a material adverse effect on the Group’s business, financial condition and results of operations. 21 Table of Contents The Group may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt its business and operations.
We also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law. 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.
We also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law. 33 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.
In June 2022, we announced a new share repurchase program, under which we may repurchase up to US$200 million worth of our outstanding ADSs/ or ordinary shares over a period of 24 months.
In June 2022, we announced a new share repurchase program, under which we may repurchase up to US$200 million worth of our issued and outstanding ADSs/or Class A ordinary shares over a period of 24 months.
Furthermore, if Internet access fees or other charges to Internet users increase, the Group’s user traffic may decline and the Group’s business may be harmed. The Group faces risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt the Group’s operations. The Group is vulnerable to natural disasters and other calamities.
Furthermore, if Internet access fees or other charges to Internet users increase, the Group’s user traffic may decline and the Group’s business may be harmed. 25 Table of Contents The Group faces risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt the Group’s operations. The Group is vulnerable to natural disasters and other calamities.
The Companies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England.
The Companies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England.
Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: ● revoking the Group’s business and operating licenses; ● levying fines on the Group; ● confiscating any of the Group’s income that they deem to be obtained through illegal operations; ● shutting down the Group’s services; ● discontinuing or restricting the Group’s operations in China; ● imposing conditions or requirements with which the Group may not be able to comply; ● requiring us to change our corporate structure and contractual arrangements; ● restricting or prohibiting the use of the proceeds from overseas offering to finance the Group VIEs’ business and operations; and ● taking other regulatory or enforcement actions that could be harmful to the Group’s business. 29 Table of Contents Furthermore, new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure and contractual arrangements.
Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: ● revoking the Group’s business and operating licenses; ● levying fines on the Group; ● confiscating any of the Group’s income that they deem to be obtained through illegal operations; ● shutting down the Group’s services; ● discontinuing or restricting the Group’s operations in China; ● imposing conditions or requirements with which the Group may not be able to comply; ● requiring us to change our corporate structure and contractual arrangements; ● restricting or prohibiting the use of the proceeds from overseas offering to finance the Group VIEs’ business and operations; and ● taking other regulatory or enforcement actions that could be harmful to the Group’s business.
Accordingly, the results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect the price of our ADSs.
Accordingly, the results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly or semi-annual results may adversely affect the price of our ADSs.
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.
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. The three companies were subsequently delisted from the NYSE in 2021.
Although we have approval procedures in place and monitor our key employees, including the designated legal representatives of our subsidiaries and the Group VIEs, the procedures may not be sufficient to prevent all instances of abuse or negligence.
Our designated legal representatives generally do not have access to the chops. Although we have approval procedures in place and monitor our key employees, including the designated legal representatives of our subsidiaries and the Group VIEs, the procedures may not be sufficient to prevent all instances of abuse or negligence.
As such, we do not expect to be identified as an SEC-identified issuer in 2025.
As such, we do not expect to be identified as an SEC-identified issuer in 2026.
As a result of these resolutions and the provision of unlimited financial support from the Company to each of the Group VIEs, Qudian Inc. has been determined to be most closely associated with each of the Group VIEs within the group of related parties and was considered to be the primary beneficiary of each of the Group VIEs and its subsidiaries for accounting purposes.
As a result of these resolutions and the provision of unlimited financial support from the Company to each of the Group VIEs, High Templar Tech Limited has been determined to be most closely associated with each of the Group VIEs within the group of related parties and was considered to be the primary beneficiary of each of the Group VIEs and its subsidiaries for accounting purposes.
Qudian Inc. is not a Chinese operating company but a Cayman Islands holding company with operations primarily conducted through contractual arrangements with certain variable interest entities, or the Group VIEs, based in China. For a description of these contractual arrangements, see “Item 4. Information on the Company⸺B.
High Templar Tech Limited. is not a Chinese operating company but a Cayman Islands holding company with operations primarily conducted through contractual arrangements with certain variable interest entities, or the Group VIEs, based in China. For a description of these contractual arrangements, see “Item 4. Information on the Company⸺B.
Investors in our ADSs are not purchasing equity interest in the Group’s operating entities in China, but instead are purchasing an equity interest in Qudian Inc., a Cayman Islands holding company. The Group VIEs are consolidated with our results of operations for accounting purposes. However, we do not own a majority equity interest in the Group VIEs.
Investors in our ADSs are not purchasing equity interest in the Group’s operating entities in China, but instead are purchasing an equity interest in High Templar Tech Limited, a Cayman Islands holding company. The Group VIEs are consolidated with our results of operations for accounting purposes. However, we do not own a majority equity interest in the Group VIEs.
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.
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 87.8% of our aggregate voting power as of March 31, 2026. As a result, Mr.
In addition, pursuant to the resolutions of all shareholders of Qudian Inc. and the resolutions of the board of directors 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 applicable power of attorney agreements entered into among Ganzhou Qufenqi, the applicable Group VIEs and the nominee shareholders of the applicable Group VIEs and the rights of Ganzhou Qufenqi under the applicable exclusive call option agreements between Ganzhou Qufenqi and the applicable Group VIEs.
In addition, pursuant to the resolutions of all shareholders of High Templar Tech Limited and the resolutions of the board of directors of High Templar Tech Limited, the board of directors of High Templar Tech Limited or any officer authorized by such board shall cause Shanghai Qufenqi to exercise its rights under the applicable power of attorney agreements entered into among Shanghai Qufenqi, the applicable Group VIEs and the nominee shareholders of the applicable Group VIEs and the rights of Shanghai Qufenqi under the applicable exclusive call option agreements between Shanghai Qufenqi and the applicable Group VIEs.
Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the U.S.
Our former auditor, Ernst & Young Hua Ming LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the U.S.
In November 2016, the SCNPC promulgated the Cybersecurity Law of the People’s Republic of China, or the Cybersecurity Law, which took effect as of June 1, 2017. The Cybersecurity Law is the first special law establishing the overall regulatory regime of personal information protection at the digital age.
In November 2016, the SCNPC promulgated the Cybersecurity Law of the People’s Republic of China, or the Cybersecurity Law, which took effect as of June 1, 2017 and was amended on October 28, 2025. The Cybersecurity Law is the first special law establishing the overall regulatory regime of personal information protection at the digital age.
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.
ITEM 3. KEY INFORMATION Contractual Arrangements with the Group VIEs and Their Shareholders High Templar Tech Limited is a Cayman Islands holding company, and a substantial portion of the Group’s assets are held through contractual arrangements with the Group VIEs.
Risks Related to Our Ordinary Shares and ADSs ● The trading price of our ADSs may be volatile, which could result in substantial losses to you. ● If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs and trading volume could decline. ● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment.
Risks Related to Our Ordinary Shares and ADSs ● The trading price of our ADSs may be volatile, which could result in substantial losses to you. ● If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs and trading volume could decline. ● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment. 11 Table of Contents Risks Related to Our Business and Industry We intend to continue to explore new business opportunities, and such new businesses may not deliver the expected benefits.
Min Luo has the ability to control or exert significant influence over important corporate matters, investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including: ● the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; ● any determinations with respect to mergers or other business combinations; ● our disposition of substantially all of the Group’s assets; and ● any change in control. 31 Table of Contents These actions may be taken even if they are opposed by our other shareholders, including the holders of the ADSs.
Min Luo has the ability to control or exert significant influence over important corporate matters, investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including: ● the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; ● any determinations with respect to mergers or other business combinations; ● our disposition of substantially all of the Group’s assets; and ● any change in control.
However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies.
However, the PRC legal system continues to develop, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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 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.
Investors in our ADSs and Class A ordinary shares do not hold equity interest in the Group’s operating entities in China, but instead hold equity interest in Qudian Inc.
Investors in our ADSs and Class A ordinary shares do not hold equity interest in the Group’s operating entities in China, but instead hold equity interest in High Templar Tech Limited.
These factors could prevent the Group from maintaining business operations, damage our brands and reputation, divert the Group’s employees’ attention, reduce the Group’s revenue, subject the Group to liability and cause customers to abandon the Group’s services or products, any of which could adversely affect the Group’s business, financial condition and results of operations.
These factors could prevent the Group from maintaining business operations, damage our brands and reputation, divert the Group’s employees’ attention, reduce the Group’s revenue, subject the Group to liability and cause customers to abandon the Group’s services or products, any of which could adversely affect the Group’s business, financial condition and results of operations. 19 Table of Contents Misconduct and errors by the Group’s employees and parties the Group collaborates with could harm the Group’s business and reputation.
Moreover, if the Group’s arrangement with this service provider is terminated or if there is a lapse of service or damage to their facilities, the Group could experience interruptions in its service.
Moreover, if the Group’s arrangements with these service providers are terminated or if there is a lapse of service or damage to their facilities, the Group could experience interruptions in its service.
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 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.
To comply with PRC laws and regulations, we conduct our business, including the provision of VATS, in China through the Group VIEs and their affiliates. Investors in our ADSs may never hold equity interests in these PRC operating companies. Ganzhou Qufenqi has entered into a series of contractual arrangements with the applicable Group VIEs and their shareholders.
To comply with PRC laws and regulations, we conduct our business, including the provision of VATS, in China through the Group VIEs and their affiliates. Investors in our ADSs may never hold equity interests in these PRC operating companies.
Nonetheless, if the relevant regulatory authorities determined that the Group’s past practice relating to its credit business was not compliant with the relevant laws and regulations, the Group may be subject to penalties and potential administrative actions. We intend to continue to explore new business opportunities, and such new businesses may not deliver the expected benefits.
Nonetheless, if the relevant regulatory authorities determined that the Group’s past practice relating to its credit business was not compliant with the relevant laws and regulations, the Group may be subject to penalties and potential administrative actions.
In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.
In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect.
The Group’s future success depends on its continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management, operation management and financial personnel is extremely intense. The Group may not be able to hire and retain these personnel at compensation levels consistent with its existing compensation and salary structure.
Competition for highly skilled technical, risk management, operation management and financial personnel is extremely intense. The Group may not be able to hire and retain these personnel at compensation levels consistent with its existing compensation and salary structure.
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.
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, 2026 was 155,283,504, comprising 91,792,332 Class A ordinary shares and 63,491,172 Class B ordinary shares.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

84 edited+16 added−22 removed255 unchanged
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.
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. 69 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.
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.
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. 56 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 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.
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. 55 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.
This announcement also stipulates that where an applicant has the identity as a “beneficial owner,” but the tax authority finds that the primary purpose test clause in tax treaties or the general rules on anti-tax avoidance in domestic tax laws shall apply, the general anti-tax avoidance investigation procedures may apply. 68 Table of Contents On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37, which was revised on June 15, 2018, to completely repeal SAT Circular 698 and the second paragraph of Section 8 of Bulletin 7.
This announcement also stipulates that where an applicant has the identity as a “beneficial owner,” but the tax authority finds that the primary purpose test clause in tax treaties or the general rules on anti-tax avoidance in domestic tax laws shall apply, the general anti-tax avoidance investigation procedures may apply. 65 Table of Contents On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37, which was revised on June 15, 2018, to completely repeal SAT Circular 698 and the second paragraph of Section 8 of Bulletin 7.
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.
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. 63 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.
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.
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. 60 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.
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.
However, the State Council has not promulgated the list of the non-financial institutions with anti-money laundering obligations. 61 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.
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.
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. 70 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.
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.
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. 59 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.
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.
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. 57 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.
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.
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. 66 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.
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.
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. 54 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.
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.
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. 62 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.
Each letter is effective from the date of the other agreements entered into among Ganzhou Qufenqi, the applicable Group VIE and its shareholders until the earlier of (i) the date on which all of the equity interests of such Group VIE have been acquired by or its designated representative(s), and (ii) the date on which we in our sole and absolute discretion unilaterally terminates the applicable financial support undertaking letter.
Each letter is effective from the date of the other agreements entered into among Shanghai Qufenqi, the applicable Group VIE and its shareholders until the earlier of (i) the date on which all of the equity interests of such Group VIE have been acquired by or its designated representative(s), and (ii) the date on which we in our sole and absolute discretion unilaterally terminates the applicable financial support undertaking letter.
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.
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. 58 Table of Contents On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which became effective on September 1, 2021.
In exchange, Ganzhou Qufenqi is entitled to receive a service fee from each of the profitable Group VIEs on a monthly basis and at an amount equivalent to all of its net income as confirmed by Ganzhou Qufenqi. Ganzhou Qufenqi owns the intellectual property rights arising out of the performance of the respective exclusive business cooperation agreement.
In exchange, Shanghai Qufenqi is entitled to receive a service fee from each of the profitable Group VIEs on a monthly basis and at an amount equivalent to all of its net income as confirmed by Shanghai Qufenqi. Shanghai Qufenqi owns the intellectual property rights arising out of the performance of the respective exclusive business cooperation agreement.
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 Shanghai 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 the event such equity interests or assets are sold to persons designated by Ganzhou Qufenqi, Ganzhou Qufenqi and such persons will need to enter into contractual arrangements that are similar to the existing ones in order for Ganzhou Qufenqi to have power to direct the activities that most significantly impact the economic performance of such Group VIE and receive substantially all the economic benefits of such equity interests or assets.
In the event such equity interests or assets are sold to persons designated by Shanghai Qufenqi, Shanghai Qufenqi and such persons will need to enter into contractual arrangements that are similar to the existing ones in order for Shanghai Qufenqi to have power to direct the activities that most significantly impact the economic performance of such Group VIE and receive substantially all the economic benefits of such equity interests or assets.
Without prior written consent of Ganzhou Qufenqi, each Group VIE and its shareholders have agreed that such Group VIE shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans or guarantees and etc.
Without prior written consent of Shanghai Qufenqi, each Group VIE and its shareholders have agreed that such Group VIE shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans or guarantees and etc.
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.
The entire equity interest of Shanghai 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 Shanghai Qufenqi through our current offshore structure. At the same time, Shanghai Qufenqi entered into a series of contractual arrangements with Xiamen Quxianxiang and its shareholders.
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.
In addition, each of the Group VIEs and their subsidiaries has granted Shanghai 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.
Ganzhou Qufenqi is entitled to all dividends and other distributions declared by the Group VIEs except as it agrees otherwise in writing. Each equity interest pledge agreement will remain effective until the applicable Group VIE and its shareholders discharge all their obligations under the contractual arrangements.
Shanghai Qufenqi is entitled to all dividends and other distributions declared by the Group VIEs except as it agrees otherwise in writing. Each equity interest pledge agreement will remain effective until the applicable Group VIE and its shareholders discharge all their obligations under the contractual arrangements.
Upon purchase of equity interests in the applicable the Group VIE by other persons, Ganzhou Qufenqi, and such persons will need to enter into contractual arrangements that are similar to existing ones in order for Ganzhou Qufenqi to have power to direct the activities that most significantly impact the economic performance of such Group VIE.
Upon purchase of equity interests in the applicable the Group VIE by other persons, Shanghai Qufenqi, and such persons will need to enter into contractual arrangements that are similar to existing ones in order for Shanghai Qufenqi to have power to direct the activities that most significantly impact the economic performance of such Group VIE.
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.
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. 64 Table of Contents Regulations Related to Dividend Distribution Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from Shanghai Qufenqi, which is a wholly foreign-owned enterprise incorporated in China, to fund any cash and financing requirements we may have.
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.
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, 2026. 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.
Power of Attorney Agreements Pursuant to the power of attorney agreements, each shareholder of the Group VIEs has irrevocably appointed the Ganzhou Qufenqi to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including the right to attend and vote on shareholder’s meetings and appoint directors and executive officers.
Power of Attorney Agreements Pursuant to the power of attorney agreements, each shareholder of the Group VIEs has irrevocably appointed the Shanghai Qufenqi to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including the right to attend and vote on shareholder’s meetings and appoint directors and executive officers.
Each of the shareholders of the Group VIEs agrees that, during the term of the applicable equity interest pledge agreement, such shareholder will not dispose of the pledged equity interests or create or allow creation of any encumbrance on the pledged equity interests without the prior written consent of Ganzhou Qufenqi.
Each of the shareholders of the Group VIEs agrees that, during the term of the applicable equity interest pledge agreement, such shareholder will not dispose of the pledged equity interests or create or allow creation of any encumbrance on the pledged equity interests without the prior written consent of Shanghai Qufenqi.
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.
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. 71 Table of Contents C.
Ganzhou Qufenqi is entitled to all dividends and other distributions declared by the applicable Group VIE except as it agrees otherwise in writing, and the shareholders of the applicable Group VIE have agreed to pay any such dividends or distributions to Ganzhou Qufenqi.
Shanghai Qufenqi is entitled to all dividends and other distributions declared by the applicable Group VIE except as it agrees otherwise in writing, and the shareholders of the applicable Group VIE have agreed to pay any such dividends or distributions to Shanghai Qufenqi.
The establishment of any of these Group VIEs is not intended to, and will not, have an adverse impact on the rights of our ADS holders. For more information, see “Item 3. Key Information on the Company⸺D.
The establishment of the Group VIEs is not intended to, and will not, have an adverse impact on the rights of our ADS holders. For more information, see “Item 3. Key Information on the Company⸺D.
In the event of such breaches, the rights of Ganzhou Qufenqi include forcing the auction or sale of all or part of the pledged equity interests of the applicable Group VIE and receiving proceeds from such auction or sale in accordance with PRC law.
In the event of such breaches, the rights of Shanghai Qufenqi include forcing the auction or sale of all or part of the pledged equity interests of the applicable Group VIE and receiving proceeds from such auction or sale in accordance with PRC law.
If the Group VIEs or any of their shareholders breach their contractual obligations under these agreements, Ganzhou Qufenqi, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If the Group VIEs or any of their shareholders breach their contractual obligations under these agreements, Shanghai Qufenqi, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
For reasons discussed in this section, there may be PRC legal restrictions on the ability of Ganzhou Qufenqi to directly purchase such equity interests or assets.
For reasons discussed in this section, there may be PRC legal restrictions on the ability of Shanghai Qufenqi to directly purchase such equity interests or assets.
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.
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.
In March 2016, the Ministry of Finance and the State Administration of Taxation further promulgated the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax, which became effective on May 1, 2016 and was amended in 2019.
In March 2016, the Ministry of Finance and the State Administration of Taxation further promulgated the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax, which became effective on May 1, 2016.
The SCNPC, China’s national legislative body, enacted the Decisions on Maintaining Internet Security in December 2000, which may subject violators to criminal punishment in China for any effort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights.
The SCNPC, China’s national legislative body, enacted the Decisions on Maintaining Internet Security in December 2000 and was amended on August 27, 2009, which may subject violators to criminal punishment in China for any effort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights.
In April 2022, we completed the dissolution of Xiamen Weipujia and terminated the contractual arrangements with Xiamen Weipujia and its shareholders. Xiamen Qu Plus Plus Technology Development Co., Ltd., or Xiamen Qu Plus Plus, became a Group VIE in 2019.
Xiamen Qu Plus Plus Technology Development Co., Ltd., or Xiamen Qu Plus Plus, became a Group VIE in 2019. 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.
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. The main construction of the innovation park was completed in the fourth quarter of 2024 and the Group had moved its headquarters to the innovation park in November 2024.
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. The main construction of the huandong center was completed in the fourth quarter of 2024 and the Group had moved its headquarters to huandong center in November 2024.
“Reasonable amount” means the regular amount determined in accordance with the traveler or consignee’s situation, purpose of travel and duration of stay. The Foreign Trade Law, effective as of July 1, 2004 and amended on November 7, 2016 and December 30, 2022, governs international trade in services and the import and export of goods and technologies.
“Reasonable amount” means the regular amount determined in accordance with the traveler or consignee’s situation, purpose of travel and duration of stay. 68 Table of Contents The Foreign Trade Law, effective as of July 1, 2004 and amended on November 7, 2016, December 30, 2022 and December 27, 2025, governs international trade in services and the import and export of goods and technologies.
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.
The Group was also granted 118 copyrights that corresponding to the Group’s proprietary techniques in connection with its systems. Insurance The Group provides social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for its employees.
In light of the above restrictions and requirements, we conduct the value-added telecommunications businesses through the Group VIEs.
In light of the above restrictions and requirements, we conducted the value-added telecommunications businesses through the Group VIEs.
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.
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.
However, we have been further advised by our PRC legal counsel, Han Kun Law Offices, that there are uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. The 2019 Law of Foreign Investment became effective on January 1, 2020.
However, we have been further advised by our PRC legal counsel, Jingtian & Gongcheng, that there are uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. The 2019 Law of Foreign Investment became effective on January 1, 2020.
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.
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 huandong center.
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.
As a result of these resolutions and the provision of unlimited financial support from the Company to Xiamen Quxianxiang, High Templar Tech Limited 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.
As a result of these resolutions and the provision of unlimited financial support from the Company to each of the Group VIEs, Qudian Inc. has been determined to be most closely associated with each of the Group VIEs within the group of related parties and was considered to be the primary beneficiary of each of the Group VIEs for accounting purposes.
As a result of these resolutions and the provision of unlimited financial support from the Company to each of the Group VIEs, High Templar Tech Limited has been determined to be most closely associated with each of the Group VIEs within the group of related parties and was considered to be the primary beneficiary of each of the Group VIEs for accounting purposes.
Hunan Qudian Technology Development Co., Ltd., or Hunan Qudian, became a VIE of the Group in 2017. In January 2021, we completed the dissolution of Hunan Qudian and terminated the contractual arrangements with Hunan Qudian and its shareholders. Xiamen Weipujia Technology Co., Ltd., or Xiamen Weipujia, became a Group VIEs in 2018.
In January 2021, we completed the dissolution of Hunan Qudian and terminated the contractual arrangements with Hunan Qudian and its shareholders. Xiamen Weipujia Technology Co., Ltd., or Xiamen Weipujia, became a Group VIEs in 2018. In April 2022, we completed the dissolution of Xiamen Weipujia and terminated the contractual arrangements with Xiamen Weipujia and its shareholders.
In the opinion of Han Kun Law Offices, our PRC legal counsel: ● the ownership structures of Ganzhou Qufenqi and the Group VIEs in China do not violate any applicable PRC law, regulation, or rule currently in effect; and ● the contractual arrangements among Ganzhou Qufenqi, each of the Group VIEs and its shareholders governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and will not violate any applicable PRC law, regulation, or rule currently in effect.
In the opinion of Jingtian & Gongcheng, our PRC legal counsel: ● the ownership structures of Shanghai Qufenqi and the Group VIEs in China do not violate any applicable PRC law, regulation, or rule currently in effect; and 73 Table of Contents ● the contractual arrangements among Shanghai Qufenqi, each of the Group VIEs and its shareholders governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and will not violate any applicable PRC law, regulation, or rule currently in effect.
Intellectual Property We regard the Group’s trademarks, domain names, copyrights, know-how, proprietary technologies and similar intellectual property as critical to the Group’s success, and the Group relies on trademark and trade secret law and confidentiality, invention assignment and non-compete agreements with the Group’s employees and others to protect the Group’s proprietary rights.
The Group plans to continue developing this business. 52 Table of Contents Intellectual Property We regard the Group’s trademarks, domain names, copyrights, know-how, proprietary technologies and similar intellectual property as critical to the Group’s success, and the Group relies on trademark and trade secret law and confidentiality, invention assignment and non-compete agreements with the Group’s employees and others to protect the Group’s proprietary rights.
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.
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.
According to the E-Commerce Law, e-commerce platform operators shall verify and register platform merchants, and cooperate with the market regulatory administrative department and tax administrative department to conduct industry and commerce registrations and tax registrations for merchants.
The E-Commerce Law sets forth a series of requirements on e-commerce platform operators. According to the E-Commerce Law, e-commerce platform operators shall verify and register platform merchants, and cooperate with the market regulatory administrative department and tax administrative department to conduct industry and commerce registrations and tax registrations for merchants.
In addition, pursuant to the resolutions of all shareholders of Qudian Inc. and the resolutions of the board of directors of Qudian Inc., the board of directors of Qudian Inc. or any officer authorized by such board will cause Ganzhou Qufenqi to exercise its rights under such contractual arrangements.
In addition, pursuant to the resolutions of all shareholders of High Templar Tech Limited and the resolutions of the board of directors of High Templar Tech Limited, the board of directors of High Templar Tech Limited or any officer authorized by such board will cause Shanghai Qufenqi to exercise its rights under such contractual arrangements.
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.
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. In 2025, the Group determined to discontinue this business and is currently in the process of winding down its operations.
Risk Factors-Risks Related to Our Corporate Structure⸺We rely on contractual arrangements with the Group VIEs and their shareholders to operate our business, which may be less effective than direct ownership in providing operational control and otherwise have a material adverse effect than to our business.” 53 Table of Contents Xiamen Qudian was a VIE of the Company before June 30, 2023.
Risk Factors-Risks Related to Our Corporate Structure⸺We rely on contractual arrangements with the Group VIEs and their shareholders to operate our business, which may be less effective than direct ownership in providing operational control and otherwise have a material adverse effect than to our business.” Xiamen Lexiang was a Group VIE historically until January 2026.
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 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 before year 2024.
The Group historically operated a loan book business in China, whereby the Group offered small credit products to consumers and undertook the related credit risk. The Group has ceased 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 Group has ceased 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 Group initially operated its business by facilitating credit solutions to college students on campuses across China. In November 2015, the Group shifted its focus to a broader base of young consumers in China, and the Group terminated its on-campus business.
The Group initially operated its business by facilitating credit solutions to college students on campuses across China. In November 2015, the Group shifted its focus to a broader base of young consumers in China, and the Group terminated its on-campus business. In September 2016, Ganzhou Qufenqi (subsequently renamed Shanghai Qufenqi) was incorporated as a wholly foreign owned entity in China.
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.
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 Shanghai 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.
(6) The main subsidiary of Xiamen Quxianxiang is Xiamen Happy Share Technology Co., Ltd. (7) Formerly known as Fast Horse Inc. (8) Formerly known as Fast Horse Express Limited. (9) The main subsidiaries of Bloomgoods Limited are LAST MILE EXPRESS PTY LTD and FAST HORSE LIMITED .
(5) Main subsidiaries of Xiamen Qudian include Xiamen Qudian Financial Lease Ltd. and F&H EXPRESS PTY LTD. (6) The main subsidiary of Xiamen Quxianxiang is Xiamen Happy Share Technology Co., Ltd. (7) Formerly known as Fast Horse Inc. (8) Formerly known as Fast Horse Express Limited.
Our website address is www.qudian.com. The information on our website does not form a part of this annual report. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC.
The information on our website does not form a part of this annual report. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this web site.
Pursuant to this circular, goods imported through the cross-border e-commerce retail are subject to tariff, import value-added tax, and consumption tax based on the types of goods. Individuals purchasing any goods imported through cross-border e-commerce retail are taxpayers, and e-commerce companies, companies operating e-commerce transaction platforms or logistic companies are required to withhold the taxes.
Pursuant to this circular, goods imported through the cross-border e-commerce retail are subject to tariff, import value-added tax, and consumption tax based on the types of goods.
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, the Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023. As of March 31, 2026, 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.
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.
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.
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.
In addition, rules and regulations in China may be amended, supplemented or interpreted from time to time.” 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 (Shanghai) Information Technology Co., Ltd., formerly known as Qufenqi (Ganzhou) Information Technology Co., Ltd.( 趣分期（ 上海 ）信息技术有限公司 ) ​ Our PRC subsidiary ​ Business License ​ Administration for Market Regulation of Shanghai 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 ) ​ Our PRC subsidiary (Group VIE before January 2026) ​ 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 ​ 53 Table of Contents 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.
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.
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.
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.
As of March 31, 2026, the Group had registered 557 trademarks in the PRC. As of March 31, 2026, the Group was the registered holder of 92 domain names in the PRC and 14 domain names in other jurisdictions that include hightemplar.com and laifenqi.com.
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.
On June 30, 2023, Xiamen Happy Time Technology Co., Ltd. entered into an investment agreement with Xiamen Qudian to obtain control over Xiamen Qudian.
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.
(4) Xiamen Qudian was a VIE of the Company before June 30, 2023. 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 2025.
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.
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.
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.
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. 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.
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.
In September 2020, the ICP license of Xiamen Quxianxiang expired and we did not renew such license due to adjustments to our business structure.
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.
Min Luo, our founder, chairman and chief executive officer, Phoenix Auspicious Internet Investment L.P. and Shenzhen Guosheng Qianhai Investment Co., Ltd collectively, Beijing Kunlun Tech Co., Ltd., Ningbo Yuanfeng Venture Capital L.P., Shanghai Yunxin Venture Capital Co., Ltd., Tianjin Blue Run Xinhe Investment Center L.P. and Tianjin Happy Share Asset Management L.P., hold 27.4%, 19.2%, 19.2%, 15.7%, 12.5%, 0.7% and 5.3% of equity interest in Xiamen Quxianxiang, respectively.
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 relationships between (i) each of Xiamen Lexiang and Xiamen Quxianxiang and (ii) Shanghai Qufenqi were governed by contractual arrangements and did not constitute equity ownership as of December 31, 2025. ​ (1) Investors in our ADSs hold equity interest in High Templar Tech Limited, which does not conduct operations.
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.
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, 2025. It omits certain entities that are immaterial to the Group’s results of operations, business and financial condition, which do not currently engage in material business operations.
As of March 31, 2025, the Group also leased office space of a total of 98 square meters in Shenzhen in Guangdong Province and Ganzhou in Jiangxi Province. We believe that the Group will be able to obtain adequate facilities to accommodate the Group’s future expansion plans. ​ ITEM 4A. UNRESOLVED STAFF COMMENTS None. ​
We believe that the Group will be able to obtain adequate facilities to accommodate the Group’s future expansion plans. ​ 75 Table of Contents ITEM 4A. UNRESOLVED STAFF COMMENTS None. ​
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 the absence of contrary written instructions of Shanghai Qufenqi, each power of attorney agreement will remain in force for so long as the shareholder remains a shareholder of the applicable Group VIE. 74 Table of Contents Exclusive Business Cooperation Agreements Under the exclusive business cooperation agreements, Shanghai 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.
The Group recorded net loss of RMB362.1 million, net income of RMB39.1 million and net income of RMB91.7 million (US$12.6 million) in 2022, 2023 and 2024, respectively. 54 Table of Contents Last-Mile Delivery Business 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.
The Group recorded net income of RMB39.1 million, net income of RMB91.7 million and net income of RMB708.6 million (US$101.3 million) in 2023, 2024 and 2025, respectively. Last-Mile Delivery Business The Group launched its last-mile delivery business under the name of “Fast Horse” in December 2022.
Our annual report and some of the other information submitted by us to the SEC may be accessed through this web site. B. Business Overview Overview The Group is a consumer-oriented technology company in China. The Group historically focused on providing credit solutions to consumers. The Group has been exploring new business opportunities to promote long-term value for its shareholders.
B. Business Overview Overview The Group historically focused on providing credit solutions to consumers. The Group has been exploring new business opportunities to promote long-term value for its shareholders.
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.
In 2025, the Group determined to discontinue this business and is currently in the process of winding down its operations. Aircraft Leasing Business The Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023. As of March 31, 2026, the Group had two aircrafts.
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.
In December 2025, the Company changed its name to “High Templar Tech Limited” and changed its stock ticker symbol to “HTT.” Our principal executive offices are located at No. 101, Meishe Road, Meilin Street, Tongan District, Xiamen, Fujian Province, China, People’s Republic of China, and our telephone number is +(86) 592-596-8208. Our website address is https://ir.hightemplar.com/.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
Risk Factors⸺Risks Related to Our Business and 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.
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.
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.
For trading securities, the realized investment income and changes in fair value are recognized in interest and investment income in the consolidated statements of comprehensive income/(loss). The banks or trust companies publish the redemption price of wealth management products daily (level 1) or publish their net value on a regular basis (level 2).
For trading securities, the realized investment income and changes in fair value are recognized in interest and investment income in the consolidated statements of comprehensive income. The banks or trust companies publish the redemption price of wealth management products daily (level 1) or publish their net value on a regular basis (level 2).
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. ​
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. ​ 88 Table of Contents
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.
Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023 For a discussion of the Group’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects⸺A.
Within such asset group, construction in progress is considered the primary asset as it is the most significant long-lived asset. If the Group identifies an impairment, the Group reduces the carrying amount of the asset group to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values.
Within such asset group, the building is considered the primary asset as it is the most significant long-lived asset. If the Group identifies an impairment, the Group reduces the carrying amount of the asset group to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values.
The Group applies a consistent credit risk management framework to the entire portfolio of finance lease receivables in accordance with ASC 326 and adjusts the allowance that is determined by the PD and LGD methods for various qualitative factors that reflect reasonable and supportable forecasts of future economic conditions.
The Group applies a consistent credit risk management framework to the entire portfolio of receivables and other assets in accordance with ASC 326 and adjusts the allowance that is determined by the PD and LGD methods for various qualitative factors that reflect reasonable and supportable forecasts of future economic 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.
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, 2025 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.
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.
The Group uses estimates and judgments in its impairment tests and if different estimates or judgments have 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, 2025.
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.
For comparison of the Group’s results of operations for the years ended December 31, 2024 to December 31, 2023, refer to “Item 5. Operating and Financial Review and Prospects” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 23, 2025. A.
Adjustment for changes in working capital primarily consisted of a decrease in other current and non-current liabilities of RMB125.1 million (US$17.1 million) as a result of income taxes paid and an increase in other current and non-current assets of RMB47.3 million (US$6.5 million) as a result of increase in expenditure for exploration of new business opportunities.
Adjustment for changes in working capital primarily consisted of a decrease in other current and non-current liabilities of RMB125.1 million as a result of income taxes paid and an increase in other current and non-current assets of RMB47.3 million as a result of increase in expenditure for exploration of new business opportunities.
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.
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.
Financing Activities Net cash provided by financing activities was RMB186.8 million (US$25.6 million) in 2024, which was primarily attributable to proceeds from short-term borrowings, which was partially offset by the repurchase of ordinary shares. Net cash used in financing activities was RMB566.0 million in 2023, which was primarily due to the repayment of short-term borrowings and repurchases of our ADSs.
Net cash provided by financing activities was RMB186.8 million in 2024, which was primarily attributable to proceeds from short-term borrowings, which was partially offset by the repurchase of our ADSs. Net cash used in financing activities was RMB566.0 million in 2023, which was primarily due to the repayment of short-term borrowings and repurchases of our ADSs.
Share-based Compensation The following table sets forth the effect of share-based compensation expenses on the Group’s operating expenses line items, both in an absolute amount and as a percentage of total revenues, for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (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.
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, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Sales and marketing 266 ​ 0.2 ​ 300 ​ 0.1 ​ — ​ — ​ — General and administrative 4,650 ​ 3.7 ​ 1,754 ​ 0.8 ​ — ​ — ​ — Research and development 20 ​ 0.0 ​ 204 ​ 0.1 ​ — ​ — ​ — Total 4,936 ​ 3.9 ​ 2,258 ​ 1.0 ​ — ​ — ​ — ​ Taxation Cayman Islands We are an exempted company incorporated in the Cayman Islands.
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.
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, (reversal of)/provision for expected credit losses on receivables and other assets and impairment loss from other assets.
Investing Activities Net cash used in investing activities was RMB2,344.4 million (US$321.2 million) in 2024, which was primarily attributable to purchases of short-term investments and time and structured deposits of RMB11,345.0 million (US$1,554.3 million) and payments of deposits related to derivative instruments of RMB1,250.5 million (US$171.3 million), partially offset by proceeds from redemption of short-term investments and time and structured deposits of RMB10,557.0 million (US$1,446.3 million).
Net cash used in investing activities was RMB2,344.4 million in 2024, which was primarily attributable to purchases of short-term investments and time and structured deposits of RMB11,345.0 million and payments of deposits related to derivative instruments of RMB1,250.5 million, partially offset by proceeds from redemption of short-term investments and time and structured deposits of RMB10,557.0 million.
This process is repeated on a monthly basis. LGD is determined based on the Basel III Accord issued in December 2010, where the 45% post-default loss rate applies to senior claims and the 75% post-default loss rate applies to subordinated claims under the Basel III Junior Act of reference.
LGD is determined based on the Basel III Accord issued in December 2010, where the 45% post-default loss rate applies to senior claims and the 75% post-default loss rate applies to subordinated claims under the Basel III Junior Act of reference.
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.
As of March 31, 2026, 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.
Delivery service income represents income earned from customers in connection with the Group’s service to deliver the package from a warehouse to the location designated by customers. For more information, see “Item 5. Operating and Financial Review and Prospects⸺A.
The Group’s total revenues are presented net of VAT. Delivery service income represents income earned from customers in connection with the Group’s service to deliver the package from a warehouse to the location designated by customers. For more information, see “Item 5. Operating and Financial Review and Prospects⸺A.
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. These revenues are recognized at the point of delivery of package.
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. These revenues are recognized at the point of delivery of package.
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.
Operating Results⸺Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 23, 2025 . B.
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.
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, 2023, 2024 and 2025. ​ 83 Table of Contents Results of Operations The following tables set forth a summary of the Group’s consolidated results of operations, both in an absolute amount and as a percentage of total revenues, for the periods presented.
The Group’s results of operations depend on its ability to execute its new business initiatives. The success of these new business initiatives will depend on, among other things, the Group’s ability to ● enhance brand recognition and acquire consumer in a cost-efficient manner; ● design and offer products or services that meet consumer demand; and ● enhance operational efficiency.
The success of these new business initiatives will depend on, among other things, the Group’s ability to ● enhance brand recognition and acquire consumer in a cost-efficient manner; ● design and offer products or services that meet consumer demand; and ● enhance operational efficiency. New businesses may significantly change the Group’s cost structure.
New businesses may significantly change the Group’s cost structure. For example, the Group may incur significant marketing expenses to acquire new consumers. As a result, the Group is likely to incur losses initially due to its new business initiatives.
For example, the Group may incur significant marketing expenses to acquire new consumers. As a result, the Group is likely to incur losses initially due to its new business initiatives.
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.
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.
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.
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, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Adjusted net income (1) ​ 44,070 ​ 93,989 ​ 708,627 ​ 101,332 (1) Defined as net income excluding share-based compensation expenses.
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.
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. These revenues are recognized at the point of delivery of package.
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.
As of December 31, 2025, as the Group’s long-lived assets are located at the headquarter and being used together by the headquarter staff in centrally managing both cash management and the exploration of new businesses, such long-lived assets are included in a single entity-wide asset group.
Operating Results Overview The Group is a consumer-oriented technology company in China. The Group historically focused on providing credit solutions to consumers. The Group has been exploring new business opportunities to promote long-term value for its shareholders.
Operating Results Overview The Group historically focused on providing credit solutions to consumers. The Group has been exploring new business opportunities to promote long-term value for its shareholders.
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.
The following table sets forth the provision for/(reversal of) 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, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Provision for/(Reversal of) expected credit losses on receivables and other assets 24,653 ​ 19.5 ​ (18,616) ​ (8.6) ​ 2,122 ​ 303 ​ 5.2 ​ 80 Table of Contents 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.
In 2022, 2023 and 2024, the Group had net cash provided by operating activities of RMB260.9 million, RMB352.0 million and net cash used in operating activities of RMB111.0 million (US$15.2 million), respectively.
In 2023, 2024 and 2025, the Group had net cash provided by operating activities of RMB352.0 million, net cash used in operating activities of RMB111.0 million, and net cash provided by operating activities of RMB687.1 million (US$98.2 million) respectively.
Adjusted net income attributable to Qudian Inc.’s shareholders is not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP.
Adjusted net income is not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP.
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 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 before year 2024.
We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. Revenue recognition The Group generates revenues primarily by providing borrowers with merchandise and cash installment credit services, credit facilitation services, transaction services, automobile financing services, ready-to-cook meal sales, educational services and delivery services.
We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. Revenue recognition The Group generates revenues primarily by providing delivery services, ready-to-cook meal products and others.
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.
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) and restricted equity securities (level 2) in listed companies, both of which are measured at fair value.
Interest and investment income, net . The Group’s interest and investment income, net increased to RMB380.1 million (US$52.1 million) for 2024 from RMB255.3 million for 2023, primarily attributable to the increase of income from investments for 2024. Gain on derivative instrument .
The Group’s interest and investment income, net increased to RMB990.4 million (US$141.6 million) for 2025 from RMB380.1 million for 2024, primarily attributable to the increase of income from investments in the year of 2025. Gain on derivative instrument .
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.
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 and Administrative General and administrative expenses consist primarily of share-based compensation, salaries and benefits related to accounting and finance, business development, legal, human resources and other personnel, as well as professional service fees related to various corporate activities.
General and Administrative General and administrative expenses consist primarily of salaries and benefits related to accounting and finance, legal, human resources and other personnel, the depreciation and property tax expenses for the Group’s headquarters, as well as professional service fees related to various corporate activities.
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 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 statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE.
The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
The products that have fixed interest rates are classified as held-to-maturity when the Group has the positive intent and ability to hold the securities to maturity and are recorded at amortized cost. The Group utilized a forward-looking CECL model to assess the credit loss of financial instruments measured at amortized cost.
The products that have fixed interest rates are classified as held-to-maturity when the Group has the positive intent and ability to hold the securities to maturity and are recorded at amortized cost. Structured deposits are financial instruments with fixed maturity dates.
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 following table reconciles the Group’s adjusted net income in the years presented to the most directly comparable financial measure calculated and presented in accordance with U.S.
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.
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, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Cost of revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold 27,716 ​ 21.9 ​ 1,018 ​ 0.5 ​ 7,737 ​ 1,106 ​ 18.9 Cost of delivery services income and other revenues 132,398 ​ 104.8 ​ 200,005 ​ 92.4 ​ 30,307 ​ 4,334 ​ 74.0 Total 160,114 ​ 126.7 ​ 201,023 ​ 92.9 ​ 38,044 ​ 5,440 ​ 92.9 ​ Sales and Marketing Sales and marketing expenses consist primarily of expenses related to marketing activities the Group conducted to promote the brand and expenses related to salaries, benefits related to the Group’s relevant sales and marketing staff.
We believe that adjusted net income attributable to Qudian Inc.’s shareholders help identify underlying trends in the Group’s business by excluding the impact of (i) share-based compensation expenses, which are non-cash charges, and (ii) convertible senior notes buyback income, which is non-cash and non-recurring.
We believe that adjusted net income help identify underlying trends in the Group’s business by excluding the impact of share-based compensation expenses, which are non-cash charges.
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’s customers are international delivery channel companies. 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 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 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, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Cost of revenues and operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues 160,114 ​ 126.7 ​ 201,023 ​ 92.9 ​ 38,044 ​ 5,440 ​ 92.9 Sales and marketing 3,796 ​ 3.0 ​ 5,868 ​ 2.7 ​ 8,064 ​ 1,153 ​ 19.7 General and administrative 273,589 ​ 216.6 ​ 276,565 ​ 127.8 ​ 291,504 ​ 41,685 ​ 711.6 Research and development 47,763 ​ 37.8 ​ 58,464 ​ 27.0 ​ 45,733 ​ 6,540 ​ 111.6 Provision for/(Reversal of) expected credit losses on receivables and other assets 24,653 ​ 19.5 ​ (18,616) ​ (8.6) ​ 2,122 ​ 303 ​ 5.2 Impairment loss from other assets 5,800 ​ 4.6 ​ 1,570 ​ 0.7 ​ 54,276 ​ 7,761 ​ 132.5 Total ​ 515,715 ​ 408.2 ​ 524,874 ​ 242.5 ​ 439,743 ​ 62,882 ​ 1,073.5 ​ 79 Table of Contents Cost of Revenues The Group’s cost of revenues primarily consists of fulfillment expenses, packaging material, and the purchase price of products, mainly including the amounts paid to the drivers for delivery services.
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%.
If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%. 81 Table of Contents 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%.
Total cost of revenues and operating expenses increased by 1.8% to RMB524.9 million (US$71.9 million) for 2024 from RMB515.7 million for 2023. ● Cost of revenues.
Total cost of revenues and operating expenses decreased by 16.2% to RMB439.7 million (US$62.9 million) from RMB524.9 million for 2024. ● Cost of revenues.
The following table sets forth a summary of the Group’s cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (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$12.6 million).
The following table sets forth a summary of the Group’s cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Summary Consolidated Cash Flow Data: ​ ​ ​ ​ Net cash provided by/(used in) operating activities 352,020 ​ (111,000) ​ 687,058 ​ 98,248 Net cash provided by/(used in) investing activities 3,895,444 ​ (2,344,367) ​ 845,438 ​ 120,896 Net cash (used in)/provided by financing activities (565,972) ​ 186,844 ​ 555,594 ​ 79,449 Cash and cash equivalents, and restricted cash and cash equivalents at beginning of the year 3,572,748 ​ 7,266,779 ​ 5,044,498 ​ 721,354 Cash and cash equivalents, and restricted cash and cash equivalents at end of the year 7,266,779 ​ 5,044,498 ​ 7,056,034 ​ 1,008,999 ​ Operating Activities Net cash provided by operating activities was RMB687.1 million (US$98.2 million) in 2025, mainly attributable to net income of RMB708.6 million.
Holding Company Structure Qudian Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries, the Group VIEs and their subsidiaries in China. As a result, Qudian Inc.’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries.
We conduct our operations primarily through our subsidiaries, the Group VIEs and their subsidiaries in China. As a result, High Templar Tech Limited’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries.
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 regulatory environment in the jurisdictions may continue to develop and evolve, creating both challenges and opportunities that could affect the Group’s financial performance.
We will continue to make efforts to ensure that the Group is compliant with the existing laws, regulations and governmental policies relating to the Group’s business and to comply with new laws and regulations or changes under existing laws and regulations that may arise in the future.
We will continue to make efforts to ensure that the Group is compliant with the existing laws, regulations and governmental policies relating to the Group’s business and to comply with new laws and regulations or changes under existing laws and regulations that may arise in the future. ​ 77 Table of Contents Non-GAAP Measure Adjusted Net Income We use adjusted net income, a non-GAAP financial measure, in evaluating the Group’s operating results and for financial and operational decision-making purposes.
The Group’s cost of revenues increased by 25.5% to RMB201.0 million (US$27.5 million) for 2024 from RMB160.1 million for 2023, primarily due to the increase in service cost related to last-mile delivery business primarily attributable to the increase in delivery order volume. ● General and administrative expenses.
The Group’s cost of revenues decreased by 81.1% to RMB38.0 million (US$5.4 million) from RMB201.0 million for 2024, primarily due to the decrease in service cost as we wind down the last-mile delivery business. ● General and administrative expenses.
The Group’s historical results presented below are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2023 2024 ​ ​ RMB ​ RMB ​ RMB US$ ​ ​ (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’s historical results presented below are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for share and per share data) ​ ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Delivery service income 95,292 ​ 75.4 ​ 203,745 ​ 94.1 ​ 23,972 ​ 3,428 ​ 58.5 Sales income and others 31,046 ​ 24.6 ​ 12,683 ​ 5.9 ​ 16,992 ​ 2,430 ​ 41.5 Total revenues 126,338 ​ 100.0 ​ 216,428 ​ 100.0 ​ 40,964 ​ 5,858 ​ 100.0 Cost of revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold (27,716) ​ (21.9) ​ (1,018) ​ (0.5) ​ (7,737) ​ (1,106) ​ (18.9) Cost of delivery services income and other revenues (132,398) ​ (104.8) ​ (200,005) ​ (92.4) ​ (30,307) ​ (4,334) ​ (74.0) Total cost of revenues (160,114) ​ (126.7) ​ (201,023) ​ (92.9) ​ (38,044) ​ (5,440) ​ (92.9) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales and marketing (3,796) ​ (3.0) ​ (5,868) ​ (2.7) ​ (8,064) ​ (1,153) ​ (19.7) General and administrative (273,589) ​ (216.6) ​ (276,565) ​ (127.8) ​ (291,504) ​ (41,685) ​ (711.6) Research and development (47,763) ​ (37.8) ​ (58,464) ​ (27.0) ​ (45,733) ​ (6,540) ​ (111.6) (Provision for)/Reversal of expected credit losses on receivables and other assets (24,653) ​ (19.5) ​ 18,616 ​ 8.6 ​ (2,122) ​ (303) ​ (5.2) Impairment loss from other assets (5,800) ​ (4.6) ​ (1,570) ​ (0.7) ​ (54,276) ​ (7,761) ​ (132.5) Total operating expenses (355,601) ​ (281.5) ​ (323,851) ​ (149.6) ​ (401,699) ​ (57,442) ​ (980.6) Other operating income 58,368 ​ 46.2 ​ 298 ​ 0.1 ​ 377 ​ 54 ​ 0.9 Loss from operations (331,009) ​ (262.0) ​ (308,148) ​ (142.4) ​ (398,402) ​ (56,970) ​ (972.6) Interest and investment income, net 255,333 ​ 202.1 ​ 380,062 ​ 175.6 ​ 990,369 ​ 141,621 ​ 2,417.7 Gain/(Loss) from equity method investments 3,207 ​ 2.5 ​ (4,049) ​ (1.9) ​ (18,938) ​ (2,708) ​ (46.2) Gain on derivative instruments 153,835 ​ 121.8 ​ 19,457 ​ 9.0 ​ 188,711 ​ 26,985 ​ 460.7 Foreign exchange (loss)/gain, net (2,932) ​ (2.3) ​ 20,658 ​ 9.5 ​ (46,305) ​ (6,622) ​ (113.0) Other income 29,005 ​ 23.0 ​ 61,352 ​ 28.4 ​ 26,019 ​ 3,721 ​ 63.5 Other expenses (5,965) ​ (4.7) ​ (11,795) ​ (5.4) ​ (2,152) ​ (308) ​ (5.3) Net income before income taxes 101,474 ​ 80.3 ​ 157,537 ​ 72.8 ​ 739,302 ​ 105,719 ​ 1,804.8 Income tax expenses (62,340) ​ (49.3) ​ (65,806) ​ (30.4) ​ (30,675) ​ (4,387) ​ (74.9) Net income 39,134 ​ 31.0 ​ 91,731 ​ 42.4 ​ 708,627 ​ 101,332 ​ 1,729.9 ​ Comparison of Year Ended December 31, 2025 and Year Ended December 31, 2024 Total revenues.
The Group recorded the impairment loss from other assets in 2024, primarily due to credit loss for other assets.
The Group recorded the impairment loss from other assets in 2025, primarily due to impairment loss for other assets led by the operation businesses wind down.
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.
The Group is subject to VAT at a rate of 6% on the services the Group provides, less any deductible VAT the Group has already paid or borne. The Group is subject to VAT at a rate of 13% on other product sales. The Group is also subject to surcharges on VAT payments in accordance with PRC law.
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%.
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.
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.
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. 86 Table of Contents Investing Activities Net cash provided by investing activities was RMB845.4 million (US$120.9 million) in 2025, which was primarily attributable to proceeds from redemption of short-term investments and time and structured deposits of RMB14,556.0 million and collection of deposits related to derivative instruments of RMB345.9 million, partially offset by purchases of short-term investments and time and structured deposits of RMB14,160.3 million.
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 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.
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.
The Group recorded net income of RMB39.1 million, RMB91.7 million, and net income of RMB708.6 million (US$101.3 million) in 2023, 2024 and 2025, respectively. 76 Table of Contents Key Factors Affecting the Group’s Results of Operations New Business Initiatives 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.
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.
Net income. The Group’s net income increased to RMB708.6 million (US$101.3 million) for 2025 from RMB91.7 million for 2024. Net income per diluted share was RMB4.25 (US$0.61) for 2025, compared to RMB0.49 in the prior year.
GAAP, which is net income attributable to Qudian Inc.’s shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (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.
GAAP, which is net income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Net income ​ 39,134 ​ 91,731 ​ 708,627 ​ 101,332 Add: share-based compensation expenses ​ 4,936 ​ 2,258 ​ — ​ — Adjusted net income ​ 44,070 ​ 93,989 ​ 708,627 ​ 101,332 ​ ​ 78 Table of Contents Components of Results of Operations Revenues The Group’s total revenues comprise delivery service income and sales income and others.
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.
The Group’s total net assets increased to RMB11,631.6 million (US$1,663.3 million) as of December 31, 2025, primarily attributable to the increase of accumulated retained earnings and partially offset by the increase in treasury shares as a result of the share repurchases we made under our share repurchase program.
The following table sets forth the Group’s total assets, total liabilities and total net assets as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (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.
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, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Total assets 12,482,196 ​ 12,464,227 ​ 13,612,911 ​ 1,946,620 Total liabilities 794,245 ​ 1,172,798 ​ 1,981,307 ​ 283,323 Total net assets (1) 11,687,951 ​ 11,291,429 ​ 11,631,604 ​ 1,663,297 (1) Defined as total assets minus total liabilities. 85 Table of Contents The Group’s total net assets decreased from RMB11,688.0 million as of December 31, 2023 to RMB11,291.4 million as of December 31, 2024.
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.
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, ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ ​ % of total ​ ​ ​ % of total ​ ​ ​ ​ ​ % of total ​ ​ RMB ​ revenues ​ RMB ​ revenues ​ RMB ​ US$ ​ revenues ​ ​ (in thousands, except for percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Delivery service income 95,292 ​ 75.4 ​ 203,745 ​ 94.1 ​ 23,972 ​ 3,428 ​ 58.5 Sales income and others 31,046 ​ 24.6 ​ 12,683 ​ 5.9 ​ 16,992 ​ 2,430 ​ 41.5 Total revenues 126,338 ​ 100.0 ​ 216,428 ​ 100.0 ​ 40,964 ​ 5,858 ​ 100.0 ​ Delivery services income In 2023, 2024 and 2025, 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.
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.
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. Research and Development, Patent and Licenses, etc.
In these periods, the Group’s capital expenditures were mainly used for building construction and purchase of equipment and intangible assets and leasehold improvements. The Group will continue to make capital expenditures to meet the expected growth of its business.
Capital Expenditures The Group made capital expenditures of RMB565.0 million, RMB318.0 million and RMB116.6 million (US$16.7 million) in 2023, 2024 and 2025, respectively. In these periods, the Group’s capital expenditures were mainly used for building construction and purchase of equipment and intangible assets and leasehold improvements.
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.
Hong Kong Our subsidiary incorporated in Hong Kong is subject to Hong Kong profit tax at a rate of 16.5%. 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.
The Group’s total revenues in 2024 increased by 71.3% to RMB216.4 million (US$29.7 million) from RMB126.3 million in 2023, primarily attributable to an increase in delivery services income generated from last-mile delivery business. Total cost of revenues and operating expenses.
The Group’s total revenues in 2025 decreased by 81.1% to RMB41.0 million (US$5.9 million) from RMB216.4 million for 2024, primarily due to the winding down of our last-mile delivery business. Total cost of revenues and operating expenses.
The Group’s research and development expenses increased by 22.4% to RMB58.5 million (US$8.0 million) for 2024 from RMB47.8 million for 2023, primarily due to the increase in staff head count as the Group continues to explore new business opportunities, which led to a corresponding increase in staff salaries. ● Reversal of/ (Provision for) expected credit losses on receivables and other assets.
The Group’s research and development expenses decreased by 21.9% to RMB45.7 million (US$6.5 million) from RMB58.5 million for 2024, primarily due to the decrease in staff head count, which led to a corresponding decrease in staff salaries. ● Impairment loss from other assets.
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.
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. ​ 82 Table of Contents Delivery services income In 2023, 2024 and 2025, 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.
The Group’s gain on derivative instrument decreased to RMB19.5 million (US$2.7 million) for 2024 from RMB153.8 million for 2023, mainly due to the decrease of realized investment income of derivative instrument for 2024. Income tax expenses. The Group’s income tax expenses increased to RMB65.8 million (US$9.0 million) for 2024 from RMB62.3 million for 2023. Net income.
The Group’s gain on derivative instrument increased to RMB188.7 million (US$27.0 million) for 2025 from RMB19.5 million for 2024, mainly attributable to an increase in quoted price of the underlying equity securities relating to the derivative instruments we held. Income tax expenses. The Group’s income tax expenses decreased to RMB30.7 million (US$4.4 million) for 2025 from RMB65.8 million for 2024.
Research and Development Research and development expenses consist primarily of share-based compensation, salaries and benefits related to technology and product development personnel, third-party services fees as well as rental expenses related to offices for the Group’s technology and product development personnel.
Research and Development Research and development expenses consist primarily of salaries and benefits related to technology and product development personnel and third-party services fees. Provision for/(Reversal of) Expected Credit Losses on Receivables and Other Assets The allowance for receivables and other assets is calculated based on historical loss experience using probability of default (“PD”) and loss given default (“LGD”) methods.
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.
Total capital commitments contracted but not yet reflected in the financial statements amounted to RMB17.5 million (US$2.5 million) as of December 31, 2025. All of the commitments relating to the construction will be settled in installments. 87 Table of Contents Holding Company Structure High Templar Tech Limited is a holding company with no material operations of its own.
The Group’s expected credit reversal for receivables and other assets was RMB 18.6 million (US$ 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’s impairment loss from other assets increased to RMB54.3 million (US$7.8million) from RMB1.6 million for 2024, primarily due to impairment loss for other assets led by the operation businesses wind down. Loss from operations. The Group’s loss from operations was RMB398.4 million (US$57.0 million) for 2025 compared to RMB308.1 million for 2024. Interest and investment income, net .
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.
Financing Activities Net cash provided by financing activities was RMB555.6 million (US$79.4 million) in 2025, which was primarily attributable to the proceeds from short-term borrowings and partially offset by the repurchase of our ADSs.
The Group’s total revenues decreased from RMB577.5 million in 2022 to RMB126.3 million in 2023, and increased to RMB216.4 million (US$29.7 million) in 2024. The Group recorded net loss of RMB362.1 million, net income of RMB39.1 million and net income of RMB91.7 million (US$12.6 million) in 2022, 2023 and 2024, respectively.
The Group started to wind down its budget auto financing business in the second quarter of 2019. The Group’s total revenues amounted to RMB126.3 million, RMB216.4 million and RMB41.0 million (US$5.9 million) in 2023, 2024 and 2025, respectively.
Risk Factors ⸺ Risks Related to Our Business and Industry ⸺ 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.” New Business Initiatives The Group has been exploring innovative consumer products and services by leveraging its technology capabilities.
In 2025, the Group determined to discontinue this business and is currently in the process of winding down its operations. The Group has been exploring innovative consumer products and services by leveraging its technology capabilities. The Group’s results of operations depend on its ability to execute its new business initiatives.
Removed
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.
Added
In December 2022, the Group launched its last-mile delivery business under the name of “Fast Horse.” The Group has since determined to discontinue this business and is currently in the process of winding down its operations. In addition, the Group launched its aircraft leasing business and started to lease its aircrafts to third parties in September 2023.

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

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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.
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 consist solely of independent directors within one year of our initial public offering.
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.
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; 93 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. 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.
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. 95 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.
Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. 2016 Equity Incentive Plan On December 9, 2016, Qudian Inc. adopted the 2016 Equity Incentive Plan, which allows us to grant share options, restricted shares, restricted share units and other share-based awards to our employees, directors and consultants.
Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. 2016 Equity Incentive Plan On December 9, 2016, we adopted the 2016 Equity Incentive Plan, which allows us to grant share options, restricted shares, restricted share units and other share-based awards to our employees, directors and consultants.
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.
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; 94 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 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.
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 ​ No expiration Date ​ ​ ​ ​ 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. ​ 92 Table of Contents Equity Incentive Trust The Qudian Inc.
The trust deed provides that Ark Trust shall not exercise the voting rights attached to such ordinary shares unless otherwise directed by the plan administrator, which is our board of directors as of the date of this annual report, or its authorized representative. C. Board Practices Our board of directors consists of five directors.
The trust deed provides that Ark Trust shall not exercise the voting rights attached to such ordinary shares unless otherwise directed by the plan administrator, which is our board of directors as of the date of this annual report, or its authorized representative. C. Board Practices Our board of directors consists of four directors.
(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.
(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. 97 Table of Contents (3) Represents 12,670,000 Class A ordinary shares held by Guosheng (Hong Kong) Investment Limited, or Guosheng HK.
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.
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. 89 Table of Contents 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.
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.
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 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.
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. We believe that the Group maintains a good working relationship with its employees, and the Group has not experienced any major labor disputes. E.
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.
Share Ownership The following table sets forth information as of March 31, 2026 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.
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.
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.
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.
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, 2026, the Equity Incentive Trust held 3,902,580 Class A ordinary shares.
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.
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. Prior to joining our company, Mr.
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.
The business address for all of our executive officers and directors is No. 101, Meishe Road, Meilin Street, Tongan District, Xiamen, Fujian Province, the People’s Republic of China. B. Compensation In 2025, the Group paid aggregate cash compensation of approximately RMB12.2 million (US$1.8 million) to our directors and executive officers as a group.
Award Agreements Generally, equity awards granted under the 2016 Equity Incentive Plan are evidenced by an award agreement providing for the number of ordinary shares subject to the award, and the terms and conditions of the award, which must be consistent with the 2016 Equity Incentive Plan.
Award Agreements Generally, equity awards granted under the 2016 Equity Incentive Plan are evidenced by an award agreement providing for the number of ordinary shares subject to the award, and the terms and conditions of the award, which must be consistent with the 2016 Equity Incentive Plan. 91 Table of Contents 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.
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.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security. 96 Table of Contents The total number of ordinary shares outstanding as of March 31, 2026 was 155,283,504, comprising 91,792,332 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 ​ 42.7 ​ 87.8 Long Xu (2) ​ 1,790,000 ​ — ​ 1.1 ​ 0.2 David Cui — — — — Yifan Li * — * * Yan Gao * — * * Directors and Executive Officers as a Group 4,911,808 63,491,172 43.6 87.9 Principal Shareholders ​ ​ ​ ​ Qufenqi Holding Limited — 63,491,172 40.9 87.4 Guosheng HK (3) 12,670,000 — 8.2 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.
From December 2010 to February 2014, he served as vice president and chief financial officer of China Zenix Auto International Co., Ltd., a manufacturer of commercial vehicle wheels listed on the NYSE. Mr. Li is also currently a director and a member of the audit committee for a number of companies, including Xinyuan Real Estate Co., Ltd.
From December 2010 to February 2014, he served as vice president and chief financial officer of China Zenix Auto International Co., Ltd., a manufacturer of commercial vehicle wheels listed on the NYSE. 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.
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. 90 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.
As such, we concluded that Guosheng HK no longer has any voting power over the 4,125,698 Class B ordinary shares held by Qufenqi and should not be viewed as a beneficial owner thereof.
As such, we concluded that Guosheng HK no longer has any voting power over the 4,125,698 Class B ordinary shares held by Qufenqi and should not be viewed as a beneficial owner thereof. According to the Form 144 filed by Guosheng HK on December 5, 2025, Guosheng HK proposed to sell 1,650,000 ADSs, each representing one Class A ordinary share.
Except as otherwise disclosed in this annual report on Form 20-F, none of our existing shareholders has voting rights that differ from the voting rights of other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F.
We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities. Except as otherwise disclosed in this annual report on Form 20-F, none of our existing shareholders has voting rights that differ from the voting rights of other shareholders.
(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.
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. Li is a Certified Public Accountant in the United States and a Chartered Global Management Accountant.
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.
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.
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 following table sets forth the breakdown of the Group’s employees as of December 31, 2025 by function: ​ ​ ​ ​ ​ ​ Number of Function ​ ​ ​ Employees ​ ​ ​ % of Total Technology and product development 15 14.9 Finance and legal 41 40.6 Operation management 16 15.8 General administrative and others 29 28.7 Total 101 100 ​ As of December 31, 2025, a majority of the Group’s employees were based in Xiamen in Fujian Province.
Xu received his bachelor’s degree in resource environment and urban and rural planning from Peking University in 2005. Mr. Yingming Li has served as our director since December 2019. Mr. Li has rich experience in enterprise consultancy, valuation, investment banking and equity investments. Mr.
Xu received his bachelor’s degree in resource environment and urban and rural planning from Peking University in 2005. Mr. David Cui has served as our independent director since May 2024. 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.
Directors and Senior Management Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of March 31, 2026. ​ ​ ​ ​ Name ​ ​ ​ Age Position/Title Min Luo 43 Chairman and Chief Executive Officer Long Xu 43 Director and Senior Vice President David Cui 57 Independent Director Yifan Li 58 Independent Director Yan Gao 45 Vice President of Finance ​ Mr.
Guosheng HK is a limited liability company incorporated under the laws of Hong Kong and a subsidiary of Guosheng Financial Holding Inc., or Guosheng, a public company listed on the Shenzhen Stock Exchange. Based on Guosheng’s public filings, Jiangxi Provincial Department of Transportation has control over Guosheng as of the date of this annual report.
Guosheng HK has not filed any subsequent amendment to its Schedule 13G/A following this filing. Guosheng HK is a limited liability company incorporated under the laws of Hong Kong and a subsidiary of Guosheng Financial Holding Inc., or Guosheng, a public company listed on the Shenzhen Stock Exchange.
We believe the Group offers its employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit. As a result, the Group has generally been able to attract and retain qualified personnel and maintain a stable core management team.
As a result, the Group has generally been able to attract and retain qualified personnel and maintain a stable core management team.
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.
Amendment and Termination The board of directors may at any time amend or terminate the 2016 Equity Incentive Plan, subject to certain exceptions. 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.
The administrator will determine the provisions and terms and conditions of each equity award.
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.
Our officers are elected by and serve at the discretion of the board of directors. Guosheng HK is a principal shareholder of our company. On April 25, 2020, Guosheng HK, its parent company Guosheng Financial Holding Inc. and Mr.
Our officers are elected by and serve at the discretion of the board of directors. D. Employees As of December 31, 2025, the Group had a total of 101 employees.
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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.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.
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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.
Added
Li is also currently a director and a member of the audit committee for a number of companies, including Chagee Holdings Limited (NASDAQ:CHA), Xinyuan Real Estate Co., Ltd. (NYSE: XIN), 36Kr Holdings Inc. (NASDAQ: KRKR). Mr.
Removed
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.
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Certain options previously granted were subsequently canceled. As of March 31, 2026, there was no option that remain unvested.
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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.
Added
The remainders of the Group’s employees were based in various other locations across China and overseas. We believe the Group offers its employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit.
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Min Luo (solely in his capacity as our director and the chairman of our board of directors) entered into a deed of undertaking, or the deed. Pursuant to the deed, for a period of three years, Mr.
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Based on Guosheng’s public filings, Jiangxi Provincial Department of Transportation has control over Guosheng as of the date of this annual report. The registered address of Guosheng HK is 14th Floor, the Hong Kong club building NO.3A chater road.
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Luo undertook (i) not to remove the director designated by Guosheng HK and (ii) in the event such designee no longer serves our director, to nominate another designee of Guosheng HK to fill such vacancy and vote in favor of such nomination. Furthermore, for a period of three years, Mr.
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We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F.
Removed
Luo undertook to keep the number of directors designated by Guosheng HK equal to one sixth of the total number of directors of our company (rounded down the nearest whole number), provided that such number would in no event be less than one. Mr. Luo’s undertakings pursuant to the deed expired on April 24, 2023. Mr.
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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.
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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.
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In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security.
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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.

Item 7. Management's Discussion & Analysis

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

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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.
As a result, we operate our relevant business through contractual arrangements among Shanghai 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. Shanghai 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.” 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. ​
Organizational Structure ⸺Our Contractual Arrangements with the Group VIEs and Their Shareholders.” 98 Table of Contents Equity Incentive Plan See “Item 6. Directors, Senior Management and Employees⸺B. Compensation⸺2016 Equity Incentive Plan.” C. Interests of Experts and Counsel Not Applicable. ​
Added
On January 5, 2026, Shanghai Qufenqi obtained direct equity control over Xiamen Lexiang. As a result of this transaction, Xiamen Lexiang ceased to be a Group VIE. For a description of these contractual arrangements, see “Item 4. Information on the Company⸺C.

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